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): May 7, 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 To Acquire One Of Its Top Retailers.
Attached hereto as Exhibit 1, and incorporated herein by reference,
is a press release issued by Fleetwood Enterprises, Inc. on May 7,
1998 announcing its definitive agreement to acquire Better Homes, LLC.
2. Fleetwood Reports Record Fourth Quarter And Fiscal Year Results.
Attached hereto as Exhibit 2, and incorporated herein by reference,
is a press release issued by Fleetwood Enterprises, Inc. on May 27,
1998 announcing earnings for the fourth quarter and fiscal year ended
April 26, 1998.
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: June 4, 1998 William H. Lear, Secretary
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
__________________________________________________________________
1 Press Release: "Fleetwood To Acquire One 5
Of Its Top Retailers," dated May 7,
1998.
2 Press Release: "Fleetwood Reports Record 6
Fourth Quarter and Fiscal Year Results,"
dated May 27, 1998.
FLEETWOOD ENTERPRISES, INC.
Paul M. Bingham, Senior Vice President - Finance
Fleetwood To Acquire One Of Its Top Retailers
Paul M. Bingham (909) 351-3504
Lyle N. Larkin (909) 351-3535
May 7, 1998 at 1:30 p.m., EST
FLEETWOOD TO ACQUIRE ONE OF ITS TOP RETAILERS
RIVERSIDE, CA, May 7, 1998 -- Fleetwood Enterprises, Inc.
(NYSE:FLE), a leading producer of manufactured housing and recreational
vehicles, announced it has entered into a definitive agreement to acquire
Better Homes, LLC, a leading retailer of manufactured homes in Oklahoma
and Kansas. Terms of the transaction were not disclosed.
This acquisition is the latest step taken by Fleetwood in pursuit of
its objective of becoming a nationwide retailer of manufactured homes.
In February, Fleetwood announced plans to acquire HomeUSA, Inc.
(NYSE:HSH), the nation's leading independent national retailer of
manufactured homes with proforma revenues of over $200 million in 1997.
That acquisition is expected to be completed before the end of
Fleetwood's first quarter which ends in July. The company also
previously announced the acquisition of the 51 percent share in
Expression Homes, Inc. held by Pulte Corporation. Expression Homes was a
joint venture Fleetwood formed with Pulte in 1997 for the purpose of
entering the retail business.
"The Better Homes acquisition is consistent with our stated
strategy, which is to establish Fleetwood as a significant force in the
manufactured housing retail sector," said Nelson Potter, president of
Fleetwood Enterprises, Inc. "This agreement is another major step toward
our goal of becoming a vertically integrated manufactured housing
company."
Better Homes owns and operates five major manufactured home retail
locations in Oklahoma and Kansas, and generated revenues of $34 million
in its latest fiscal year. Its Eagle Ridge Manufactured Housing
operation in Oklahoma City already is the largest retailer of Fleetwood
Homes in Oklahoma.
"We're extremely excited about the opportunity to play a key role in
contributing to the development and success of Fleetwood's new retail
strategy," said Paul Treadwell, founder of Better Homes. "Given the
resources behind this effort and the outstanding quality of the Fleetwood
Homes we sell, we see tremendous potential for future growth."
Fleetwood is a Fortune 500 company with total sales of over $3
billion for fiscal 1998. Its housing group, which posted fiscal 1998
sales of approximately $1.49 billion, operates 43 manufacturing
facilities and sells its homes through 1,400 retail home centers
nationwide.
# # #
FLEETWOOD ENTERPRISES, INC.
Paul M. Bingham, Senior Vice President - Finance
Fleetwood Reports Record Fourth Quarter and
Fiscal Year Results
Paul M. Bingham (909) 351-3504
Lyle N. Larkin (909) 351-3535
May 27, 1998 at 7:30 a.m., EST
FLEETWOOD REPORTS RECORD FOURTH QUARTER
AND FISCAL YEAR RESULTS
RIVERSIDE, CA, May 27, 1998 -- Fleetwood Enterprises, Inc. (NYSE:FLE),
a leading producer of manufactured housing and the nation's largest
producer of recreational vehicles, today announced record results for the
fourth quarter and fiscal year ended April 26, 1998.
Fourth quarter earnings rose 34 percent to $28.3 million compared to
$21.2 million in last year's final quarter. Fourth quarter earnings per
share on a diluted basis, after giving effect to the dilutive impact of
convertible preferred stock issued by the Company in February, increased 40
percent to 81 cents in fiscal 1998 from 58 cents in fiscal 1997.
Earnings from continuing operations reached an all-time high in fiscal
1998, rising 21 percent to $108.5 million compared to $90.1 million last
year. Diluted earnings per share from continuing operations improved an
even greater 31 percent to $3.01 compared to $2.30 in the prior year, due
to significant share repurchases over the past two years. The current year
per share amount gives effect to the issuance of convertible preferred
stock as mentioned previously.
Current year earnings include a non-recurring gain of $10.4 million or
28 cents per share on a diluted basis recognized in the first quarter from
a significant reinsurance transaction involving the Company's captive
insurance operation. Earnings in the prior year totaled $124.8 million or
$3.19 per share on a diluted basis, and included a gain of $33.9 million or
87 cents per share on the sale of the Company's discontinued RV finance
operation.
Consolidated sales in the fourth quarter reached an all-time high of
$842.4 million, 13 percent ahead of last year's $746.4 million. The higher
fourth quarter volume reflects improved sales of both manufactured housing
and recreational vehicles. Sales for all of fiscal 1998 totaled $3.05
billion, a six percent gain over last year's $2.87 billion. With both core
businesses achieving record volume in fiscal 1998, the $3 billion sales
barrier was broken for the first time.
Fleetwood President Nelson W. Potter commented on the favorable
results saying, "It is very gratifying to achieve record earnings and
surpass the $3 billion sales mark in the same year. A rebound in
manufactured housing profits, record performances by our travel trailer and
folding trailer divisions and solid results from our supply subsidiaries
gave rise to the favorable earnings comparison. Fiscal 1998 was also an
extraordinary year for the Company in many other respects. We saw a change
in leadership at the top, a substantial share repurchase, a preferred stock
offering and our entry into the manufactured housing retail business."
Potter also said, "The fiscal 1998 financial results could have been
even better were it not for some transitional difficulties encountered with
a major product realignment in the motor home division. This initiative
had a noticeable effect on profitability in fiscal 1998, but we see
substantial benefits from this change going forward."
Manufactured housing revenues reached an all-time high of $375.5
million in the fourth quarter, 10 percent ahead of the $339.9 million
posted in last year's final quarter. Stronger sales in the central and
eastern regions more than offset a decline in the western region. Housing
revenues for the fiscal year were up four percent to about $1.49 billion,
surpassing the previous high reached in fiscal 1996.
Recreational vehicle sales increased 15 percent in the fourth quarter
to a new high of $455.5 million. This compares with $394.8 million in the
final quarter of fiscal 1997. Motor home sales were up 13 percent to
$270.2 million, primarily reflecting stronger sales of upscale Class A
products. Travel trailer revenues rose 19 percent to $154.0 million, and
the folding trailer division produced a 22 percent sales gain to $31.3
million.
Total RV sales for fiscal year 1998 rose nine percent to a new high of
$1.52 billion, up from $1.40 billion in fiscal 1997. The Company's motor
home division generated a six percent sales increase with healthy demand
for Fleetwood's popular Class A products driving sales to a record $904.6
million. Towable products also fared well in fiscal 1998 as both travel
trailer and folding trailer divisions achieved record sales. Travel
trailer revenues increased 11 percent to $503.8 million and folding trailer
sales jumped 27 percent to $109.8 million.
The Company's supply group contributed revenues of $11.4 million for
the fourth quarter and $44.8 million for all of fiscal 1998. This compares
with $11.8 million and $52.3 million, respectively, last year.
FLEETWOOD ENTERPRISES, INC.
Consolidated Summaries of Earnings
(Unaudited)
<TABLE>
13 Weeks 13 Weeks 52 Weeks 52 Weeks
(Amounts in thousands Ended Ended Ended Ended
except per share data) Apr. 26, Apr. 27, Apr. 26, Apr. 27,
1998 1997 1998 1997
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Sales $842,404 $746,440 $3,050,567 $2,874,426
======== ======== ========== ==========
Income from continuing operations
before income taxes $44,079 $33,391 $174,949 $147,050
Provision for income taxes (15,749) (12,222) (66,404) (56,998)
------- ------- -------- --------
Income from continuing
operations 28,330 21,169 108,545 90,052
Income from discontinued operations:
Income from operations of
finance subsidiary -- -- -- 887
Gain on sale of finance
subsidiary -- -- -- 33,891
------- ------- -------- --------
-- -- -- 34,778
------- ------- -------- --------
Net income for basic earnings
per share $28,330 $21,169 $108,545 $124,830
------- ------- -------- --------
Dividends on convertible preferred
stock, net of income taxes 2,499 -- 2,499 --
------- ------- -------- --------
Net income for diluted
earnings per share $30,829 $21,169 $111,044 $124,830
======= ======= ======== ========
</TABLE>
<TABLE>
Earnings per
share: Basic Diluted Basic Diluted Basic Diluted Basic Diluted
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Continuing
operations $.88 $.81 $.59 $.58 $3.09 $3.01 $2.36 $2.30
Discontinued
operations:
Income from
operations of
finance
subsidiary -- -- -- -- -- -- .02 .02
Gain on sale
of finance
subsidiary -- -- -- -- -- -- .88 .87
----------- ----------- ----------- ----------
$.88 $.81 $.59 $.58 $3.09 $3.01 $3.26 $3.19
=========== =========== =========== ===========
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Weighted average Common
shares - basic 32,313 35,675 35,090 38,238
====== ====== ====== ======
Weighted average Common
shares - diluted 37,859 36,357 36,933 39,162
====== ====== ====== ======
</TABLE>
Business Segment and Unit Shipment Information
(Dollars in thousands)
<TABLE>
13 Weeks 13 Weeks 52 Weeks 52 Weeks
Ended Ended Ended Ended
Apr. 26, Apr. 27, Apr. 26, Apr. 27,
1998 1997 1998 1997
--------- -------- ---------- ----------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Manufactured housing $375,477 $339,850 $1,487,650 $1,426,940
Recreational vehicles 455,523 394,753 1,518,163 1,395,163
Supply operations 11,404 11,837 44,754 52,323
-------- -------- ---------- ----------
$842,404 $746,440 $3,050,567 $2,874,426
======== ======== ========== ==========
OPERATING INCOME:
Manufactured housing $16,598 $10,617 $75,896 $72,980
Recreational vehicles 29,233 24,686 76,809 77,641
Supply operations 4,148 1,089 15,437 2,170
Corporate and other (5,381) (3,703) (14,127) (13,232)
------- ------- -------- --------
$44,598 $32,689 $154,015 $139,559
======= ======= ======== ========
UNITS SHIPPED:
Manufactured housing 16,569 15,585 65,544 65,354
====== ====== ====== ======
Recreational vehicles -
Motor homes 4,009 3,886 13,525 14,345
Travel trailers 10,748 9,171 35,009 32,374
Folding trailers 5,750 5,366 20,960 18,524
------ ------ ------ ------
20,507 18,423 69,494 65,243
====== ====== ====== ======
</TABLE>
# # #
