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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 15, 1998
FLEETWOOD ENTERPRISES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-07699 95-1948322
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3125 Myers Street, Riverside, California 92503-5527
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (909) 351-3500
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Total of sequentially number pages: 5
The Exhibit Index for this Current Report on Form 8-K is located at
sequentially numbered page 3
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Item 5. Other Events.
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ANNOUNCEMENT OF ADOPTION OF STOCKHOLDER RIGHTS PLAN AND SHARE REPURCHASE
AUTHORIZATION.
Attached hereto as Exhibit A and incorporated herein by reference is
the press release issued by Fleetwood Enterprises, Inc. on September 15, 1998
announcing the Board's adoption of a stockholder rights plan. The plan
provides for the distribution of one preferred stock purchase "right" for
each outstanding share of Common stock. At the same time, the Board
reaffirmed a previous share repurchase authorization and approved the
repurchase of an additional 2 million shares under the program.
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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
By: /s/ William H. Lear
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William H. Lear, Secretary
Dated: September 24, 1998
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
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1 Press Release: "Fleetwood Board 5
Adopts Stockholder Rights Plan, Adds
to Share Repurchase Authorization and
Declares Regular Dividend." Dated
September 15, 1998
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Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, CA 92503-5527
Contact: Paul M. Bingham, Senior Vice President Finance (909) 351-3504
Lyle Larkin, Vice President & Treasurer (909) 351-3535
FLEETWOOD BOARD ADOPTS STOCKHOLDER RIGHTS PLAN,
ADDS TO SHARE REPURCHASE AUTHORIZATION AND
DECLARES REGULAR DIVIDEND
RIVERSIDE, CA, September 15, 1998 -- Fleetwood Enterprises, Inc.
(NYSE:FLE) announced today that its Board of Directors has approved the
adoption of a new stockholder rights plan to replace its existing rights plan
which expires in November 1998.
The rights plan provides for the distribution to Fleetwood's
stockholders of one preferred stock purchase "right" for each outstanding
share of Common stock. The rights plan provides for the distribution of one
Right for each share of Common stock outstanding on the November 9, 1998
record date. The rights will trade with the Company's Common stock, and will
not be exercisable until the occurrence of certain takeover-related events.
If a person or group acquires 15% or more of Fleetwood's Common stock, the
holders of rights (other than the acquiring person or group) would, under
certain circumstances, have the right to purchase additional shares of
Fleetwood (or, in some cases, of the acquiring entity) at a discount to the
then market price. The rights can be redeemed by the Company at any time,
and will otherwise expire on September 14, 2008. The Company established the
Right exercise price at $160 per Right. Further details regarding the rights
plan will be provided to stockholders in a forthcoming letter.
The rights plan is designed to enable all stockholders of
Fleetwood to realize the long-term value of their investments in Fleetwood.
Specifically, the rights plan is designed to deter coercive or unfair
takeover tactics and to prevent an acquirer from gaining control of Fleetwood
without offering a fair price to all Fleetwood's stockholders.
At the same time, the Board reaffirmed a previous share repurchase
authorization and approved an additional 2.0 million shares under the
program. The Company had previously announced on August 26 the reactivation
of its share repurchase program under which approximately 1.5 million shares
were available for purchase from an earlier Board authorization.
The directors also declared the Company's regular quarterly cash
dividend of 18 cents per share of Common stock, payable November 10, 1998 to
shareholder of records October 2, 1998.
Fleetwood is a leading producer of manufactured housing and recreational
vehicles, with manufacturing operations throughout the U.S. and in Canada.
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