SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 11, 1998
FLEETWOOD ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-07699 95-1948322
(Commission File Number) (I.R.S. Employer Identification No.)
3125 Myers Street, Riverside, California 92503-5527
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (909) 351-3500
N/A
(Former Name or Former Address, if Changed Since Last Report)
__________________________________________________________________
Total of sequentially number pages: 5
The Exhibit Index for this Current Report on Form 8-K is located at
sequentially numbered page 4
Item 5. Other Events
Announcement of Acquisitions.
Attached hereto as Exhibit A and incorporated herein by reference is
the press release issued by Fleetwood Enterprises, Inc. on August 11, 1998
announcing the closing of the acquisition of HomeUSA by a Fleetwood
subsidiary. HomeUSA is the largest independent retailer of manufactured
homes. Fleetwood Enterprises, Inc. has previously announced the completion
of a definitive agreement for the acquisition and the various steps
necessary in order to obtain approval of the acquisition by the shareholders
of HomeUSA.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this current report to be signed on its
behalf by the undersigned hereunto duly authorized.
FLEETWOOD ENTERPRISES, INC.
a Delaware corporation
__________________________
William H. Lear, Secretary
Dated: August 11, 1998
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
__________________________________________________________________
1 Press Release: "Fleetwood Successfully 5
Closes HomeUSA Acquisition," dated
August 11, 1998.
EXHIBIT A
FLEETWOOD ENTERPRISES, INC.
Paul M. Bingham, Senior Vice President - Finance
Fleetwood Successfully Closes HomeUSA Acquisition
Paul M. Bingham (909) 351-3504
Lyle N. Larkin (909) 351-3535
August 11, 1998 at 7:30 a.m., EST
FLEETWOOD SUCCESSFULLY CLOSES HOMEUSA ACQUISITION
RIVERSIDE, CA, August 11, 1998 -- Fleetwood Enterprises, Inc.
(NYSE:FLE), a leading producer of manufactured housing and recreational
vehicles, announced today that it successfully completed the acquisition of
HomeUSA, Inc., as scheduled on August 10, 1998.
Fleetwood President Nelson W. Potter said, "We are very pleased to
complete the HomeUSA transaction and are excited about the prospects for this
business. The acquisition of HomeUSA is a key element of Fleetwood's move
into retail sales."
"We believe the acquisition of HomeUSA by Fleetwood is an excellent
outcome for the stockholders of both companies," said Cary Vollintine, former
President of HomeUSA. "The HomeUSA retailers will become the foundation for
making Fleetwood the most successful retailer in the manufactured housing
industry."
The stockholders of HomeUSA overwhelmingly approved the merger with more
than 99 percent of the voting shares voting in favor of the merger at the
Special Meeting held on August 10 at 9:00 a.m. local time in Houston, Texas.
Pursuant to the terms of the Agreement and Plan of Merger, stockholders
of HomeUSA as of the record date of July 6, 1998 could elect to receive cash,
Fleetwood Common Stock or a combination of the two, subject to limitations on
the total amount of cash to be distributed, and certain additional
restrictions on the cash election of certain affiliates of HomeUSA. No
fractional shares will be issued.
Stockholders who did not make a timely election, or who acquired their
shares after the record date, will receive Fleetwood Common Stock at the
Exchange Ratio of 0.2779 shares of Fleetwood Common Stock per share of HomeUSA
stock. The Exchange Ratio is computed by dividing $10.25 by the Valuation
Period Stock Price. The Valuation Period Stock Price and the Exchange Ratio
were determined based on an average of the closing sale prices of Fleetwood
Common Stock on the New York Stock Exchange for the ten-day trading period
ended July 31, 1998.
According to the final report of the Exchange Agent, 6,829,301 shares or
46.2 percent of HomeUSA's shares elected cash as the merger consideration;
7,963,920 shares or 53.8 percent elected conversion into Fleetwood Common
Stock at the Exchange Ratio; and, 648,666 shares or 4.2 percent did not elect
or did not make a timely election.
The total merger consideration will be: $70.0 million in cash and
2,393,382 shares of Fleetwood Common Stock.
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