As filed with the Securities and Exchange Commission on October 30, 1996
Registration No. 333-
___________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
FLEETWOOD ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 95-1948322
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
____________________
3125 Myers Street
Riverside, California 92503-5527
(909) 351-3500
(Address, including zip code, and telephone number,
including area code, of Registrant's Principal Executive Offices)
AMENDED AND RESTATED
1992 STOCK-BASED INCENTIVE COMPENSATION PLAN
(Full Title of Plan)
______________________
William H. Lear
Vice President, General Counsel and Secretary
FLEETWOOD ENTERPRISES, INC.
3125 Myers Street
Riverside, California 92503-5527
(909) 351-3500
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
______________________
CALCULATION OF REGISTRATION FEE
_____________________________________________
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities To be Price Per Offering Registration
to be Registered Registered Share(3) Price(3) Fee
_____________________________________________________
Common Stock, par
value $1.00 per 2,000,000 $34.375 $68,750,000 $20,833.33
share (1) shares(1)(2)
__________________________________________________________
(1) Each share of Common Stock includes a Right to purchase one one-
hundredth of a share of the Company's Series A Junior Participating
Preferred Stock.
(2) There is also being registered hereunder such additional undetermined
number of shares of Common Stock that may be issued from time to time
as a result of the anti-dilution provisions of the Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(h) and 457(c) and based on the high and low
prices of the Common Stock of Fleetwood Enterprises, Inc. as reported
on October 25, 1996 on the New York Stock Exchange, Inc.
INCORPORATION OF PREVIOUSLY FILED REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 (Registration No.
33-55824) filed by Fleetwood Enterprises, Inc. (the "Company") on December
16, 1992 is incorporated herein by reference and made a part hereof.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Company (filed as
an exhibit to the Company's Annual Report on Form 10-K for its
fiscal year ended April 28, 1985, and incorporated herein by
reference)
4.2 Amendment to Restated Certificate of Incorporation of the Company
(filed as an exhibit to the Company's Annual Report on Form 10-K
for its fiscal year ended April 26, 1987, and incorporated herein
by reference)
4.3 Rights Agreement dated November 10, 1988, between the Company and
the First National Bank of Boston, used in connection with a
stockholder rights plan (filed as an exhibit to the Company's
Current Report on Form 8-K on November 10, 1988, and incorporated
herein by reference)
4.4 Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock filed November 23, 1988
(filed as an exhibit to the Company's Current Report on Form 8-K
on November 10, 1988, and incorporated herein by reference)
4.5 Restated Bylaws of the Company (filed as an exhibit to the
Company's Annual Report on Form 10-K for its fiscal year ended
April 26, 1987, and incorporated herein by reference)
5 Opinion of Counsel as to the legality of the securities being
registered
23.1 Consent of Arthur Andersen LLP, independent auditors
23.2 Consent of Counsel (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Company certifies that it has reasonable grounds
to believe that it meets all the requirements for a filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Riverside, State of
California, on October 30, 1996.
FLEETWOOD ENTERPRISES, INC.
By: ________________________________
William H. Lear
Vice President, General Counsel
and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
WILLIAM H. LEAR and PAUL M. BINGHAM his or her true and lawful attorneys-in-
fact and agents, each acting alone, with full powers of substitution and
resubstitution, for him or her in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, with full powers and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as full to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming that all said attorneys-in-fact
and agents, each acting alone, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
indicated on the date indicated.
Signature Title Date
_____________________ Chief Executive Officer October 30, 1996
John C. Crean (Principal Executive Officer)
and Chairman of the Board
_____________________ President, Chief Operating Officer October 30, 1996
Glenn F. Kummer and Director
_____________________ Financial Vice President October 30, 1996
Paul M. Bingham (Principal Financial and
Accounting Officer)
_____________________ Vice Chairman of the Board October 30, 1996
William W. Weide
_____________________ Director October 30, 1996
Andrew Crean
_____________________ Director October 30, 1996
Thomas A. Fuentes
EXHIBIT INDEX
Exhibit Description
4.1* Restated Certificate of Incorporation of the Company
4.2* Amendment to Restated Certificate of Incorporation of the
Company
4.3* Rights Agreement dated November 10, 1988, between the
Company and the First National Bank of Boston, used in
connection with a stockholder rights plan
4.4* Certificate of Designation, Preferences and Rights of Series
A Junior Participating Preferred Stock filed November 23,
1988
4.5* Restated Bylaws of the Company
5 Opinion of Counsel as to the legality of the securities being
registered
23.1 Consent of Arthur Andersen LLP, independent auditors
23.2 Consent of Counsel (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
_________
* Incorporated herein by reference. See sequentially numbered page 2.
October 27, 1996
EXHIBIT 5
Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503-5527
RE: Registration Statement on Form S-8 of 2,000,000 Shares of
Common Stock
Ladies and Gentlemen:
I am the Vice President, General Counsel and Secretary of Fleetwood
Enterprises, Inc. (the "Company"), and in such capacity have participated in
the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission to
register 2,000,000 shares of Common stock, par value $1.00 per share (the
"Common Stock") of the Company to be issued pursuant to the Company's Amended
and Restated 1992 Stock-Based Incentive Compensation Plan (the "Plan").
For purposes of rendering this opinion, I have made such legal and factual
examinations as I have deemed necessary under the circumstances and, as part
of such examinations, I have examined, among other things, originals and
copies, certified or otherwise, identified to my satisfaction, of such
documents, corporate records and other instruments as I have deemed necessary
or appropriate. For the purposes of such examinations, I have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to me.
On the basis of and in reliance upon the foregoing examinations and
assumptions, I am of the opinion that, assuming the Registration Statement
shall have become effective pursuant to the provisions of the Securities Act
of 1933, as amended, the shares of Common Stock being offered under the Plan,
when issued in accordance with the Registration Statement and the provisions
of the Plan, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FLEETWOOD ENTERPRISES, INC.
William H. Lear
Vice President - General
Counsel and Secretary
WHL:hk
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 pertaining to Fleetwood
Enterprises, Inc. Amended and Restated 1992 Stock Based Incentive
Compensation Plan of our report dated June 25, 1996 included in Fleetwood
Enterprises, Inc.'s Form 10-K for the year ended April 28, 1996 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Orange County, California
October 29, 1996
