<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
FLEETWOOD ENTERPRISES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
FLEETWOOD ENTERPRISES, INC.
3125 MYERS STREET
RIVERSIDE, CALIFORNIA 92503
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF FLEETWOOD ENTERPRISES, INC.
The Annual Meeting of Shareholders of Fleetwood Enterprises, Inc.
("Fleetwood") will be held in
the Community Room on the second floor of the Riverside Convention Center at
Raincross Square, 3443 Orange Street, Riverside, California, on September 9,
1997 at 10:00 a.m., Pacific Daylight Time, for the following purposes:
1. To elect three directors to serve three-year terms ending in the year
2000, and until their successors are elected and qualified. Management
has nominated for director the three persons specified in the
accompanying Proxy Statement.
2. To transact such other business as may properly come before the meeting.
The close of business on July 18, 1997 has been fixed as the record date for
determination of shareholders entitled to receive notice of and to vote at the
Annual Meeting and any adjournment thereof.
Your attention is directed to the accompanying Proxy Statement. To
constitute a quorum for the conduct of business at the Annual Meeting, it is
necessary that holders of a majority of all outstanding shares of Common Stock
be present in person or be represented by proxy. To assure representation at the
Annual Meeting, you are urged to date and sign the enclosed proxy and return it
promptly in the enclosed envelope.
By Order of the Board of Directors,
William H. Lear
Secretary
Riverside, California
Dated: July 22, 1997
<PAGE>
FLEETWOOD ENTERPRISES, INC.
3125 MYERS STREET
RIVERSIDE, CALIFORNIA 92503
PROXY STATEMENT
Your proxy is solicited by the Board of Directors of Fleetwood Enterprises,
Inc. ("Fleetwood") for use at the Annual Meeting of Shareholders on Tuesday,
September 9, 1997, or at any adjournment thereof, for purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. A shareholder giving a
proxy may revoke it at any time before the proxy is exercised by giving written
notice of revocation to Fleetwood's Secretary. Only shareholders of record at
the close of business on July 18, 1997 are entitled to notice of, and to vote
at, the meeting. Fleetwood has arranged to deliver these proxy materials to such
shareholders of record on approximately July 22, 1997.
Fleetwood will bear the cost of solicitation of proxies. In addition,
Fleetwood will request brokers or other persons holding stock in their names or
in the names of their nominees to forward proxies and proxy materials to the
beneficial owners of such stock and will reimburse them for expenses incurred in
so doing.
As of the record date, 35,940,799 shares of Fleetwood's Common Stock, its
only outstanding securities, were issued and outstanding. Each shareholder has
one vote per share on all business presented at the Annual Meeting. A majority
of the outstanding shares will constitute a quorum at the Annual Meeting.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions are
counted in tabulations of the votes cast on proposals presented to shareholders,
whereas broker non-votes are not counted for purposes of determining whether a
proposal has been approved.
ELECTION OF DIRECTORS
Under Fleetwood's Bylaws, which provide for a "classified Board", three
directors (out of a total of eight) are to be elected at the Annual Meeting to
serve three-year terms expiring at the Annual Meeting in the year 2000 and until
their successors have been elected and qualified. Proxies will be voted for the
re-election of Glenn F. Kummer, Thomas A. Fuentes and Dr. James L. Doti as
Fleetwood directors, unless the shareholder directs otherwise or withholds the
vote. If any of the nominees should become unavailable to serve, the proxies
will be voted for the election of a substitute nominee or nominees selected by
the Board of Directors. It is not expected, however, that any of the nominees
will be unavailable.
Each shareholder is entitled to one vote for each share of Common Stock held
on the record date. In voting for directors, each shareholder has the right to
cumulate votes and give one candidate a number of votes equal to the number of
directors to be elected, multiplied by the number of votes to which his or her
shares are entitled, or to distribute total votes on the same principle among as
many candidates as desired. The three candidates receiving the highest number of
votes will be elected. In order for one or all shareholders to be entitled to
cumulate votes, one shareholder must give notice prior to the voting that
cumulation of votes is intended. In the event that any person other than the
nominees named herein should be nominated for election as a director, the proxy
holders may, in the exercise of their best judgment, vote the proxies they
receive cumulatively to elect as directors as many of the above nominees as the
votes represented by the proxies held by them are entitled to elect.
<PAGE>
The following information is furnished as of July 18, 1997 with respect to
the three nominees, all of whom are presently Fleetwood directors, as well as
for the other five Fleetwood directors whose terms of office will continue after
the 1997 Annual Meeting.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR TERM
NAME OR EMPLOYMENT AGE SINCE EXPIRES
- ------------------------------- ------------------------------- --- ----------- -----------
<S> <C> <C> <C> <C>
John C. Crean Chairman of the Board and Chief 72 1957 1998
Executive Officer
William W. Weide Vice Chairman 73 1959 1998
Glenn F. Kummer President and Chief Operating 63 1983 1997
Officer
Andrew Crean(1) Private Investor; Restaurateur 46 1981 1999
Dr. Douglas M. Lawson(2) Fund-Raising Consultant 61 1981 1999
Thomas A. Fuentes(3) Engineering Firm Executive 48 1993 1997
Walter F. Beran(4) Chairman of Financial Services 71 1993 1999
Firm
Dr. James L. Doti(5) University President 50 1995 1997
</TABLE>
- ---------
(1) Andrew Crean is the son of John C. Crean. Among his other investments, Mr.
Crean is the proprietor of the Villa Nova Restaurant, located in Newport
Beach, California.
(2) Dr. Lawson is President of Douglas M. Lawson Associates, a New York-based
firm that specializes in management and consulting activities with respect
to charitable fund raising.
(3) Mr. Fuentes is Senior Vice President of Tait & Associates, Inc., an
engineering firm located in Orange, California.
(4) Mr. Beran is Chairman of Pacific Alliance Group, a financial services firm.
Previously, he served as Vice Chairman of the accounting firm of Ernst &
Whinney (now Ernst & Young) from 1971 until his retirement in 1986. Mr.
Beran also serves as a director of ARCO Chemical Company, Vencor, Inc. and
Pacific Scientific Company.
(5) Dr. Doti is President of Chapman University, located in Orange, California,
where he also founded the University's Center for Economic Research. Dr.
Doti is a director of First American Financial Corporation, Remedy Temp,
Inc. and Standard Pacific Corp.
BOARD COMMITTEES
Fleetwood's Board of Directors has standing Compensation and Audit
Committees. None of the Directors who serve on these committees are executive
officers of Fleetwood. The Board of Directors has no standing nominating
committee.
The Board of Directors met four times during the fiscal year ended on April
27, 1997 and the aggregate of Board and Committee meetings totaled thirteen
during such period. All of Fleetwood's directors attended at least 75% of the
meetings of the Board of Directors and, if applicable, the Committee(s) on which
they served during such fiscal year.
The Compensation Committee met six times during the past fiscal year. The
Committee is responsible for reviewing and overseeing the establishment and
implementation of Fleetwood's basic and special management compensation
policies. It is also responsible for interpreting and administering certain
2
<PAGE>
benefit plans and making awards under such plans. The Compensation Committee
consists of Mr. Beran, Chairman, Mr. Fuentes and Dr. Lawson.
The Audit Committee, consisting of Dr. Lawson, Chairman, Mr. Beran and Dr.
Doti, met three times during the past fiscal year. The Audit Committee reviews
with management and Fleetwood's independent public accountants such matters as
Fleetwood's internal accounting controls and procedures, the plan and results of
the audit engagement and suggestions by the accountants for improvements in
accounting procedures. It considers the type and scope of services, both of an
audit and a non-audit character, to be performed by the independent public
accountants and reviews the respective fees related to the performance of such
services. During each Committee meeting, members of the Committee and
representatives of the accountants have an opportunity for discussions outside
the presence of management.
OUTSIDE DIRECTORS' COMPENSATION
All members of the Board of Directors who are not Fleetwood employees
receive compensation on account of their service as Fleetwood directors in the
amount of $16,000 per year, payable quarterly, and an additional fee in lieu of
reimbursed expenses in the amount of $200 per trip to attend a Board and/or
Committee meeting. In addition, members of the Audit Committee and Compensation
Committee each receive additional compensation in the amount of $4,000 per year
per Committee, payable quarterly.
Under Fleetwood's 1992 Non-Employee Director Stock Option Plan, non-employee
directors of Fleetwood serving after each Annual Meeting of Shareholders
automatically receive options to purchase 2,000 shares of Fleetwood common stock
at an exercise price equal to the market value of the underlying shares of
common stock on the date of grant; the options expire ten years after the date
of grant or three years after service as a director is terminated, whichever
occurs earlier, and become fully exercisable within one year after the date of
grant. Dr. Lawson, Dr. Doti, Mr. Beran, Mr. Fuentes and Mr. Andrew Crean all
received options under this Plan during fiscal 1997.
DIRECTOR AND OFFICER STOCK OWNERSHIP
The following table sets forth ownership of Fleetwood Common Stock as of
July 18, 1997 by each Fleetwood Director, the Chief Executive Officer and the
four other most highly compensated executive officers and all Directors and
executive officers as a group. Such ownership includes shares held by certain
family members, trusts and private foundations.
<TABLE>
<CAPTION>
PERCENT OF CLASS
NAME TOTAL OWNERSHIP(1) ---------------------
- ------------------------------------------------------ ------------------ (* = LESS THAN 1%)
<S> <C> <C>
Walter F. Beran....................................... 12,510 *
Andrew Crean.......................................... 412,148 1.1%
John C. Crean......................................... 6,376,680 16.7%
Dr. James L. Doti..................................... 3,658 *
Thomas A. Fuentes..................................... 8,256 *
Glenn F. Kummer....................................... 553,000 1.5%
Dr. Douglas M. Lawson................................. 7,000 *
Jon A. Nord........................................... 95,800 *
Elden L. Smith........................................ 209,000 *
William W. Weide...................................... 68,400 *
21 Directors and Executive Officers as a Group........ 8,106,252(2) 21.3%
</TABLE>
- ---------
(1) Includes shares of Fleetwood Common Stock which may be obtained if vested
options issued under Fleetwood's 1982 Key Employee Stock Option Plan, 1992
Stock-Based Incentive Compensation Plan or 1992 Non-Employee Director Stock
Option Plan are exercised. The persons who have such options and the number
of shares which may be so obtained are as follows: Mr. Beran, 7,510, Mr.
Andrew
3
<PAGE>
Crean, 9,000, Mr. John Crean, 769,800, Dr. Doti, 3,658, Mr. Fuentes, 8,256,
Mr. Kummer, 536,000, Dr. Lawson, 5,000, Mr. Nord, 95,000, Mr. Smith,
207,000, Mr. Weide, 63,400, and 21 Directors and Executive Officers as a
Group, 2,061,624.
(2) Excludes shares and options held by Lawrence F. Pittroff, who retired on May
1, 1996.
DIRECTOR AND OFFICER SECURITIES REPORTS
The Federal securities laws require Fleetwood's directors and executive
officers to file with the Securities and Exchange Commission and the New York
Stock Exchange initial reports of ownership and reports of changes in ownership
of Fleetwood Common Stock. To the best of Fleetwood's knowledge, all persons
subject to these reporting requirements with respect to Fleetwood Common Stock
filed the required reports on a timely basis during the fiscal year ended on
April 27, 1997.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of the record date, information
concerning the only other shareholder known to Fleetwood to have beneficial
ownership, by virtue of actual or attributed voting rights or investment powers,
of more than 5% of Fleetwood's outstanding Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
OWNERSHIP CLASS
------------------ -------------
<S> <C> <C>
FMR Corp 5,334,765 14.8%
82 Devenshire Street
Boston, MA 02109-3614
</TABLE>
- ---------
(1) FMR Corp has informed Fleetwood that the shares are beneficially owned by
affiliates which are investment advisers or the trustee or managing agent of
private investment accounts, and that it has sole investment authority with
respect to all the shares and sole voting authority with respect to 23,532
of the shares.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended April 27, 1997,
April 28, 1996 and April 30, 1995, the cash compensation paid by Fleetwood, as
well as certain other compensation awarded or accrued for those years, to each
of the five highest paid Fleetwood executive officers, including the Chief
Executive Officer.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION --------- -----------
---------------------- OPTIONS/ LONG-TERM ALL OTHER
NAME AND POSITION FISCAL YEAR SALARY BONUS SHARES INCENTIVE(2) COMPENSATION(3)
- --------------------------------------- ----------- --------- ----------- --------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
John C. Crean
Chairman of the Board of 1997 $ 111,000 $ 1,241,188 95,000 $ 624,199 $ 860,418
Directors and Chief 1996 $ 111,000 $ 1,251,148 77,000 $ 514,254 $ 748,954
Executive Officer 1995 $ 111,000 $ 1,206,698 175,000 $ 592,620 $ 679,065
Glenn F. Kummer 1997 $ 99,000 $ 1,086,040 84,000 $ 561,779 $ 620,421
President and Chief 1996 $ 99,000 $ 1,094.754 61,000 $ 462,828 $ 516,083
Operating Officer 1995 $ 99,000 $ 1,055,861 148,000 $ 533,358 $ 481,664
Jon A. Nord 1997 $ 87,000 $ 467,987 36,000 $ 312,100 $ 393,795
Senior Vice President 1996 $ 87,000 $ 566,531 26,000 $ 257,127 $ 351,345
Housing Group 1995 $ 87,000 $ 506,577 58,000 $ 296,310 $ 320,516
Elden Smith 1997 $ 87,000 $ 529,707 30,000 $ 312,100 $ 268,597
Senior Vice President 1996 $ 87,000 $ 403,338 26,000 $ 257,127 $ 215,569
RV Group 1995 $ 87,000 $ 434,242 58,000 $ 296,310 $ 213,240
Lawrence F. Pittroff(1) 1997 $ 7,000 $ 42,926 -- $ 135,243 $ 140,949
Senior Vice President 1996 $ 84,000 $ 352,811 17,000 $ 205,701 $ 166,529
and President of 1995 $ 84,000 $ 341,406 39,000 $ 237,048 $ 168,295
Fleetwood Credit Corp.
</TABLE>
- ---------
(1) Excludes severance payments of $2,392,000, including retirement plan
contributions, accrued with respect to Mr. Pittroff in connection with his
retirement from Fleetwood on May 31, 1996.
(2) Payments made after fiscal year-end, but accrued for the two-year award
period ended April 27, 1997 under Fleetwood's Long-Term Incentive Plan.
(3) Includes payments made or accrued under Fleetwood's retirement plans,
payments of dividend equivalents on outstanding stock options granted under
the Company's stock-based incentive plans, and, in the case of Mr. Crean,
the estimated value of the premiums paid by Fleetwood on split-dollar
insurance on the lives of Mr. Crean and his wife owned by an irrevocable
trust for the benefit of Mr. Crean's family. (Fleetwood will receive the
premiums it has paid, plus interest, from the proceeds
5
<PAGE>
of such insurance.) The following table shows the respective amounts of each
of the above items for the past three fiscal years.
<TABLE>
<CAPTION>
NON-FUNDED RETIREMENT DIVIDEND SPLIT-DOLLAR
PLAN CONTRIBUTION EQUIVALENTS INSURANCE
---------------------- ----------- -----------
<S> <C> <C> <C>
Mr. Crean
1997...................................... $ 365,228 $ 455,524 $ 39,666
1996...................................... $ 326,368 $ 364,252 $ 58,334
1995...................................... $ 356,315 $ 282,926 $ 39,824
Mr. Kummer
1997...................................... $ 308,781 $ 311,640 --
1996...................................... $ 276,243 $ 239,840 --
1995...................................... $ 303,869 $ 177,795 --
Mr. Nord
1997...................................... $ 169,587 $ 224,208 --
1996...................................... $ 163,601 $ 187,744 --
1995...................................... $ 164,944 $ 155,572 --
Mr. Smith
1997...................................... $ 147,487 $ 121,110 --
1996...................................... $ 122,579 $ 92,990 --
1995...................................... $ 145,195 $ 68,045 --
Mr. Pittroff
1997...................................... $ 66,609 $ 74,340 --
1996...................................... $ 104,389 $ 62,140 --
1995...................................... $ 122,885 $ 45,410 --
</TABLE>
OPTION GRANTS
The following table lists certain information concerning stock options
granted to Fleetwood's five highest paid executive officers during the fiscal
year ended on April 27, 1997 under Fleetwood's 1992 Stock-Based Incentive
Compensation Plan.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS (1) (2) ANNUAL RATES OF
----------------------------------------------------------------- STOCK
% OF TOTAL PRICE APPRECIATION
OPTIONS FOR
GRANTED EXERCISE 10-YEAR OPTION TERM
OPTIONS IN FISCAL DATE OF OR BASE EXPIRATION --------------------
GRANTED YEAR GRANT PRICE DATE 5% 10%
----------- ------------- ----------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
John C. Crean....................... 95,000 23.12% 8/30/96 $ 28.25 8/30/06 $1,690,762 $4,267,162
Glenn F. Kummer..................... 84,000 18.32% 8/30/96 $ 28.25 8/30/06 $1,494,990 $3,773,070
Jon A. Nord......................... 36,000 7.81% 8/30/96 $ 28.25 8/30/06 $ 640,710 $1,617,030
Elden L. Smith...................... 30,000 7.81% 8/30/96 $ 28.25 8/30/06 $ 533,925 $1,347,525
</TABLE>
- ---------
(1) All awards were made pursuant to Fleetwood's 1992 Stock-Based Incentive
Compensation Plan at not less than 100% of the fair market value of the
Company's Common Stock on the date the options were granted. Stock options
may not be exercised during the first six months after the date of grant.
(2) As a result of his retirement, no options were granted to Lawrence F.
Pittroff during the 1997 fiscal year.
6
<PAGE>
OPTION EXERCISES, OPTIONS HELD AND YEAR-END VALUES
The following table contains information on stock options exercised by the
five executive officers named in the Summary Compensation Table during the
fiscal year ended on April 27, 1997 and stock options held by such executive
officers as of such date.
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED IN-
SHARES UNEXERCISED THE-MONEY
ACQUIRED ON VALUE OPTIONS HELD AT OPTIONS AT
NAME EXERCISE REALIZED APRIL 27, 1997(1) APRIL 27, 1997
- ------------------------------------------------- ----------- ------------ ------------------ ---------------
<S> <C> <C> <C> <C>
John C. Crean.................................... -- -- 769,800 $ 5,754,650
Glenn F. Kummer.................................. -- -- 536,000 $ 3,294,000
Jon A. Nord...................................... 160,600 $ 2,229,424 213,000 $ 1,177,375
Elden L. Smith................................... -- -- 207,000 $ 1,177,375
Lawrence F. Pittroff............................. -- -- 118,000 $ 795,750
</TABLE>
- ---------
(1) All options were exercisable on April 27, 1997.
LONG-TERM INCENTIVE PLAN AWARDS
The following table sets forth information concerning awards made to
Fleetwood's five highest-paid executive officers during the fiscal year ended on
April 27, 1997 under Fleetwood's Long-Term Incentive Plan. (1)
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK
PERFORMANCE OR OTHER PRICE BASED PLANS (2)
PERIOD UNTIL --------------------------------------------
NAME AND POSITION MATURATION OR PAYOUT THRESHOLD TARGET MAXIMUM
- ------------------------------------------------------- ---------------------- -------------- ----------- ---------------
<S> <C> <C> <C> <C>
John C. Crean.......................................... 4/27/97 to 4/26/99 20% 35% 50%
Glenn F. Kummer........................................ 4/27/97 to 4/26/99 18% 31.50% 40%
Elden L. Smith......................................... 4/27/97 to 4/26/99 10% 17.50% 25%
Jon A. Nord............................................ 4/27/97 to 4/26/99 10% 17.50% 25%
</TABLE>
- ---------
(1) As a result of his retirement, Lawrence F. Pittroff did not receive an
award.
(2) Represents the percentage of the average annual compensation of the named
individuals for the award period payable at the three performance levels.
Award payouts are tied to the achievement of targets with respect to cash
flow returns on Fleetwood's gross cash investment for the award period. For
the two-year period ending in 1999, the minimum performance level
("Threshold") is 13.54%, the performance objective ("Target") is 15.54% and
the maximum performance objective ("Maximum") is 17.54%. No incentive is
paid unless the Threshold rate of return is achieved. The aggregate of long-
term incentive compensation payments, excluding payments to deceased,
disabled or retired participants, may not exceed three percent of
Fleetwood's aggregate cash flow return for the award period.
7
<PAGE>
PERFORMANCE GRAPH
The performance graph set forth below compares the cumulative total
stockholder return on Fleetwood's Common Stock against the cumulative total
return of the Standard & Poor's Corporation S & P 500 Composite Stock Price
Index (S&P 500) for the most recently ended calendar year and a "peer group" of
companies selected by Fleetwood whose primary business is either manufactured
housing or recreational vehicles for the five-year period ended on April 27,
1997. Dividend reinvestment has been assumed and, with respect to all companies
in the peer group, the returns of each such company have been weighted to
reflect relative stock market capitalization at the beginning of the period.
There is no currently available published index of companies involved in the
same businesses as Fleetwood. The peer group consists of the following
companies: Champion Enterprises, Inc., Clayton Homes, Inc., Coachmen Industries,
Inc., Kit Manufacturing Company, Oakwood Homes Corporation, Schult Homes Corp.,
Skyline Corporation, Thor Industries, Inc. and Winnebago Industries, Inc. None
of these companies are truly comparable to Fleetwood. All are smaller; some are
involved only in manufactured housing and others only in recreational vehicles;
some are vertically integrated to a much greater extent than Fleetwood and
engage, for instance, in retail sales, local development activities, and/or
financial services.
FIVE-YEAR CUMULATIVE TOTAL RETURN
VALUE OF $100 INVESTED ON APRIL 27, 1992
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
FLEETWOOD ENTERPRISES,
INC. PEER GROUP S & P 500
<S> <C> <C> <C>
4/26/92 100 100 100
4/25/93 97 135 109
4/24/94 108 165 115
4/30/95 130 167 135
4/28/96 154 249 176
4/28/96 150 226 220
</TABLE>
8
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of Fleetwood's Board of Directors is responsible
for overseeing the administration of Fleetwood's management compensation
programs as they may affect the compensation of Fleetwood's senior management.
In addition, the Committee is specifically responsible for administering several
Fleetwood benefit plans--the Long-Term Incentive Plan, the 1982 Key Employee
Stock Option Plan, the 1992 Stock-Based Incentive Compensation Plan and the
Senior Executive Incentive Compensation Plan.
FLEETWOOD'S CORPORATE COMPENSATION PHILOSOPHY. Since Fleetwood's founding,
it has consistently followed a management compensation philosophy which
encourages growth and profitability. The system provides for moderate base
salaries at virtually all levels, but offers opportunities for each manager to
earn incentive compensation based on results. This performance-based approach
carefully follows the philosophy of Fleetwood's founder, John C. Crean--that
managers should have an opportunity to earn more than individuals performing
similar functions at other companies, but their compensation should grow only if
Fleetwood's profitability grows as well. This philosophy has always aligned
Fleetwood managers with the interests of its shareholders. In addition, it has
permitted Fleetwood to have lower fixed costs when negative economic conditions
have a marked impact on results.
Fleetwood has always avoided many of the perquisites typically provided to
corporate managers, especially members of top management. Fleetwood's senior
managers have no expense accounts, company cars or airplanes, executive dining
room, paid country club memberships, matching charitable or educational
contributions, paid financial counseling or the like. Instead, it has always
been Fleetwood's philosophy that its managers should be given the opportunity to
earn good cash rewards for their efforts and they can each decide on their own
whether particular expenditures are necessary or desirable.
SALARIES AND INCENTIVE COMPENSATION. Aside from routine salary adjustments,
no changes were made during the 1997 fiscal year with respect to corporate base
salaries or Fleetwood's basic incentive compensation system. Periodic
compensation reviews have indicated that Fleetwood's salary and incentive
compensation programs are competitive and appropriate for Fleetwood.
LONG-TERM INCENTIVE COMPENSATION. The basis for earning long-term incentive
compensation awards was changed several years ago. The Long-Term Incentive Plan
requires returns in excess of Fleetwood's cost of capital in order for any
long-term incentive compensation to be payable. It utilizes cash flow returns on
the Company's gross cash investment as the measurement device for determining
whether or not compensation has been earned, and how much. The Committee
believes that this approach focuses Fleetwood's senior management on the
importance of proper utilization of corporate capital, which assists in
enhancing shareholder value for Fleetwood's investors.
After several annual increases in Fleetwood's cost of capital, with
resulting increases in targeted performance levels, for the two-year award
period beginning in April, 1997 and ending in 1999 Fleetwood's cost of capital
was about one full percentage point less than that of the previous year. As a
result, as compared to the previous award period, the threshold return is
reduced from 14.55% to 13.54% for the new award period, the target performance
level from 16.55% to 15.54% and the maximum from 18.55% to 17.54%. Despite the
reduction, the Committee believes that these targets will be challenging in the
current competitive market. The award percentages for the new award period,
reflecting awards which participants may earn if the targets are met, remain at
the same level as for the prior award period.
During the 1997 fiscal year, consideration was given to revising the
long-term incentive program for operational managers by relating their long-term
incentive awards directly to the achievement of cash-flow return targets for
their respective business units. It was ultimately determined by management, and
the Committee concurred, that such a change should be deferred for further study
during the current fiscal year as a result of changes in leadership of the
operational groups, and other organizational changes. As a result, the
participants and awards made for the 1997-1999 award period are generally
comparable to those
9
<PAGE>
of recent award periods. The Committee has encouraged Fleetwood's management to
continue the attempt to more directly relate long-term incentive compensation to
operational performance.
During the 1997 fiscal year, the Committee approved the restatement of
Fleetwood's gross cash investment for the 1995-1997 and 1996-1998 award periods
from the total gross cash investment at the beginning of each award period to an
average investment outstanding during the respective award periods. This
restatement reflects the effect of the sale of Fleetwood Credit Corp. and the
share repurchases during the 1997 fiscal year which reduced Fleetwood's
shareholders' equity by almost 50%. These transactions materially changed the
Company's capital structure with respect to both debt and equity.
STOCK OPTIONS. In its role of administering Fleetwood's 1992 Stock-Based
Incentive Compensation Plan, the Committee grants non-qualified stock option
awards from time to time, usually once per year, to key officers and managers
with the greatest degree of potential influence on Fleetwood's strategic
direction. In addition, beginning early in the 1997 fiscal year, smaller awards
were also made to a broader group of operational managers who also have a
meaningful impact on Fleetwood's returns.
COMPENSATION OF FLEETWOOD'S CHIEF EXECUTIVE OFFICER AND PRESIDENT. In 1994,
the shareholders approved the Company's Long-Term Incentive Plan and also the
Senior Executive Incentive Compensation Plan which provides incentive
compensation to Fleetwood's Chief Executive Officer and President on a
substantially equivalent basis to Fleetwood's basic incentive compensation
program. As a result, payments made under these two performance-based plans
continue to be deductible under Internal Revenue Code Section 162(m). The
Committee continues to have as one of its objectives the policy that, wherever
reasonably possible, compensation paid by Fleetwood to its managers, including
its senior officers, should be deductible for income tax purposes. All
compensation payments made to Fleetwood officers in fiscal 1997 should be fully
deductible.
The base salary and incentive compensation awards for Messrs. Crean and
Kummer remain the same for fiscal 1998 as in the past year. The stock option
awards to Mr. Crean and Mr. Kummer were similar to those of past years. All
awards again involved only non-qualified stock options granted at fair market
value on the date of grant.
During fiscal 1997, the Committee approved a split-dollar insurance program
with respect to Mr. Kummer whereby some incentive compensation which would
otherwise be deferred by Mr. Kummer will instead be utilized to purchase a
split-dollar insurance policy on Mr. Kummer's life. The program will require no
additional payments by Fleetwood aside from compensation which would otherwise
be payable to Mr. Kummer, and, in the long-term, will have a positive effect on
Fleetwood's earnings.
In light of Fleetwood's performance in challenging economic periods, the
Committee believes that the compensation of Mr. Crean and Mr. Kummer is
appropriate.
Walter F. Beran, Chairman June 10, 1997
Dr. Douglas M. Lawson
Thomas A. Fuentes
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AUDITORS
The firm of Arthur Andersen & Co. has served as Fleetwood's independent
public accountants since 1955. Such firm has again been selected to act in such
capacity for the current fiscal year. A representative of Arthur Andersen & Co.
will be present at the Annual Meeting, at which time he or she will be given an
opportunity to make a statement, if desired, and to respond to appropriate
shareholder questions.
ANNUAL REPORTS
Fleetwood's Annual Report for the fiscal year ended April 27, 1997,
including audited financial statements, is being mailed to shareholders along
with the proxy materials. In addition, Fleetwood files an Annual Report on Form
10-K with the Securities and Exchange Commission. SHAREHOLDERS MAY OBTAIN A COPY
OF THE FORM 10-K ANNUAL REPORT, INCLUDING FINANCIAL STATEMENTS, WITHOUT CHARGE,
BY WRITING THE SECRETARY AT THE ADDRESS LISTED ABOVE.
OTHER BUSINESS AND DIRECTOR NOMINATIONS
At the time of the preparation of this Proxy Statement, Fleetwood's Board of
Directors had not been informed of any other matters which would be presented
for action at the Annual Meeting. If any other matters are properly presented,
the persons named in the accompanying form of proxy will vote or refrain from
voting in accordance with their best judgment.
Fleetwood's Bylaws require that, for other business to be properly brought
before an annual meeting by a shareholder, the Secretary must have received
written notice thereof not less than 60 nor more than 90 days prior to the
annual meeting (or not later than 10 days after public disclosure of the annual
meeting if such disclosure occurs less than 70 days prior to the date of such
annual meeting). The Notice must set forth (a) a brief description of the
business proposed to be brought before the annual meeting and the reasons for
conducting such business, (b) the shareholder's name and address, and the number
of shares of Common Stock represented, and (c) any material interest of the
shareholder in such business.
Fleetwood's Bylaws also require that the Secretary receive written notice of
all persons to be nominated as a director at an annual meeting, other than
nominations made at the direction of the Board of Directors, not less than 60
nor more than 90 days prior to the annual meeting at which the election will
take place (or not later than 10 days after public disclosure of such meeting if
such disclosure occurs less than 70 days prior to the date of such meeting). The
notice must set forth (a) the shareholder's name and address, and the number of
shares of Common Stock represented, (b) such information with respect to the
nominee as would have to be included in the Proxy Statement if such person were
a nominee included in that Statement, and (c) a consent to serve as director
signed by such nominee.
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1998 SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1998 Annual Meeting
must be received by Fleetwood on or before March 24, 1998 if they are to be
considered for inclusion in the Proxy Statement. Such proposals should be
addressed to the Secretary.
By Order of the Board of Directors
William H. Lear
Secretary
Dated: July 22, 1997
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DETACH HERE
FLEETWOOD ENTERPRISES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
The undersigned, revoking all prior proxies, hereby appoints John C. Crean
and Glenn F. Kummer, or either of them, proxies with full power of substitution,
to vote all shares of Common Stock of Fleetwood Enterprises, Inc. which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
on Tuesday, September 9, 1997, and at any adjournment thereof, to elect
Directors and to act in their discretion on all matters incident to the conduct
of the meeting and upon all other business as may properly come before the
meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INDICATED INSTRUCTIONS.
HOWEVER, IF NO INSTRUCTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF THE THREE (3) NOMINEES LISTED ON THE REVERSE SIDE.
-----------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
-----------
<PAGE>
DETACH HERE
/x/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
1. Election of Directors
Nominees: Glenn F. Kummer, Thomas A. Fuentes and
Dr. James L. Doti
For Withheld
/ / / /
/ /
-----------------------------------------
For all nominees except as noted above
MARK HERE MARK HERE
FOR ADDRESS IF YOU PLAN
CHANGE AND / / TO ATTEND / /
NOTE AT LEFT THE MEETING
Please sign exactly as name appears. Joint
owners should each sign. Trustees and others
acting in a representative capacity should
indicate the capacity in which they sign.
Signature: Date: Signature: Date:
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