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): February 10, 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: 6
The Exhibit Index for this Current Report on Form 8-K is located at
sequentially numbered page 4
Item 5. Other Events
1. Fleetwood Completes $287.5 Million Private Placement.
Attached hereto as Exhibit 1, and incorporated herein by reference,
is a press release issued by Fleetwood Enterprises, Inc. on February 10,
1998 announcing completion of the $287.5 million private placement of
convertible preferred securities.
2. Fleetwood to Acquire HomeUSA, Inc., Agrees to Modify Retail
Venture with Pulte.
Attached hereto as Exhibit 2, and incorporated herein by reference,
is a press release issued by Fleetwood Enterprises, Inc. on February 17,
1998 announcing its plans to acquire HomeUSA and the modification of its
retail venture with Pulte Corporation.
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
__________________________
Dated: February 19, 1998 William H. Lear, Secretary
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
__________________________________________________________________
1 Press Release: "Fleetwood Completes $287.5 5
Million Private Placement," dated February 10,
1998.
2 Press Release: "Fleetwood to Acquire HomeUSA, 6
Inc., Agrees to Modify Retail Venture With
Pulte," dated February 17, 1998.
FLEETWOOD ENTERPRISES, INC.
Paul M. Bingham, Senior Vice President - Finance
Fleetwood Completes $287.5 Million
Private Placement
Paul M. Bingham (909) 351-3504
Lyle N. Larkin (909) 351-3535
February 10, 1998 at 7:30 a.m., EST
FLEETWOOD COMPLETES $287.5 MILLION
PRIVATE PLACEMENT
RIVERSIDE, CA, February 10, 1998 -- Fleetwood Enterprises, Inc.
(NYSE:FLE), the nation's leading producer of manufactured housing and
recreational vehicles, today reported that it has completed a private
placement of $287.5 million of convertible trust preferred securities by
way of a subsidiary trust. The sole asset of the trust will be Fleetwood
Enterprises, Inc. convertible subordinated debentures due 2028. The
preferred securities will be entitled to quarterly cash distributions at
an annual rate of 6.0 percent of the $50 liquidation preference and
convertible into Common stock of Fleetwood at the rate of 1.02627 shares
of Common stock for each preferred security (equivalent to a conversion
price of $48.72 per share of Common stock). The Company will apply
$176.9 million of the proceeds of the preferred securities to purchase
5.2 million shares of Fleetwood Common stock from John C. Crean,
Fleetwood's founder and retired Chairman of the Board. The remaining net
proceeds will be used for general corporate purposes, which may include
funding a portion of the Company's capital commitment to its
participation in the manufactured housing retail business.
The securities were placed pursuant to Rule 144A and Regulation S
under the Securities Act of 1933. The securities placed have not been
registered under the Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an applicable exemption
from registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities, nor shall there be
any sale of securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of such state.
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FLEETWOOD ENTERPRISES, INC.
Paul M. Bingham, Senior Vice President - Finance
Fleetwood To Acquire HomeUSA, Inc.,
Agrees To Modify Retail Venture With Pulte
Paul M. Bingham (909) 351-3504
Lyle N. Larkin (909) 351-3535
February 17, 1998
Contact: Rene Caron (investor)
Owen Daley (media)
Allen & Caron
(714) 252-8440
FLEETWOOD TO ACQUIRE HOMEUSA, INC.,
AGREES TO MODIFY RETAIL VENTURE WITH PULTE
RIVERSIDE, CA, February 17, 1998 -- Fleetwood Enterprises, Inc.
(NYSE:FLE), the nation's leading producer of manufactured housing and
recreational vehicles, today announced that it has entered into a
definitive agreement to acquire HomeUSA, Inc. (NYSE:HSH), the leading
independent national retailer of manufactured homes.
Under the agreement, each share of HomeUSA Common stock will be
converted into the right to receive $10.25, payable at the election of
the holder in cash or Fleetwood Common stock, for an aggregate purchase
price of approximately $162 million. The Fleetwood stock will be valued
at an average price for the ten trading days ending on the tenth day
prior to the closing, and the aggregate cash payment by Fleetwood will
not exceed 49 percent of the total purchase price. The acquisition is
expected to close in Fleetwood's fiscal quarter ending July 31, 1998,
subject to certain conditions including approval by HomeUSA shareholders.
Fleetwood and HomeUSA have also agreed in principle that HomeUSA will
develop and construct new retail outlets for Fleetwood in the period
preceding the closing on a fee basis.
HomeUSA was founded in 1996 to pursue opportunities in the
consolidation of manufactured housing retailers. Its nine founding
companies had 1996 proforma revenues of $202.3 million and 1996 proforma
net income of $6.9 million, and include Universal Housing, Jackson, TN;
AAA Homes, Hattiesburg, MS; Patrick Home Center, Corinth, MS; McDonald
Mobile Homes, Tulsa, OK; Mobile World, San Antonio, TX; First American
Homes, Dothan, AL; Cooper's Mobile Homes, Wenatchee, WA; Home Folks
Housing Center, Owensboro, KY; and WillMax Homes, Colorado Springs, CO.
"The HomeUSA acquisition establishes Fleetwood as a major force in
the manufactured housing retail sector," stated Glenn F. Kummer, Chairman
of the Board and Chief Executive Officer of the Company. "We are
delighted with this new relationship and the outstanding group of
retailers assembled by HomeUSA, and see this as a major step in our goal
of becoming a vertically integrated manufactured housing company. At the
same time, Fleetwood will continue to market its homes through its
independent retailer network, and this purchase will not affect our
ongoing independent relationships."
The Company also announced that it has agreed to purchase Pulte
Corporation's 51 percent interest in Expression Homes, Inc., a venture
formed in 1997 by Fleetwood and Pulte to engage in the manufactured
housing retail business, in order to consolidate Expression's retail
operations with those of HomeUSA. Both Expression and HomeUSA are
currently engaged in the acquisition of existing retail locations and in
developing new "greenfield" sales locations. Fleetwood and Pulte will
continue to cooperate on manufactured housing and development matters.
The Company has also agreed to purchase Pulte's manufactured housing
sales location in Raleigh, NC. Terms of the purchase were not disclosed.
"Expression Homes has quickly become a significant force in
manufactured housing retailing," Kummer continued. "We appreciate
Pulte's willingness to modify our Expression Homes relationship as our
retail strategy has changed to adapt to current retail market conditions.
We value our relationship with Pulte and look forward to continuing to
work with them on projects of mutual interest," Kummer concluded.
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