<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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-12
FLEETWOOD ENTERPRISES, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
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(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(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:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / 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:
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(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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</TABLE>
<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 Conference Center of the corporate offices,
3050 Myers Street, Riverside, California, on September 12, 2000 at 9:00 a.m.,
Pacific Daylight Time, for the following purposes:
1. To elect four directors to serve three-year terms ending in the year
2003, and until their successors are elected and qualified. The Board of
Directors has nominated the four persons specified in the accompanying
Proxy Statement.
2. To consider and act upon a proposal to reapprove Fleetwood's Senior
Executive Incentive Compensation Plan.
3. To consider and act upon such other business that may properly come
before the meeting.
The close of business on July 14, 2000 has been fixed as the record date for
determining shareholders that are entitled to receive notice of and to vote at
the Annual Meeting and any adjournment.
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 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,
[SIGNATURE]
William H. Lear
Secretary
Riverside, California
Dated: July 18, 2000
<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 12, 2000, 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 14, 2000 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 18, 2000.
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, 32,733,472 shares of Fleetwood's Common Stock, 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. 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 tabulating 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
(PROXY ITEM NO. 1)
Under Fleetwood's Bylaws, which provide for a "classified Board", four
directors (out of a total of eleven) are to be elected at the Annual Meeting to
serve three-year terms expiring at the Annual Meeting in the year 2003 and when
their successors have been elected and qualified. Proxies will be voted for the
election of Dr. James L. Doti, David S. Engelman, Glenn F. Kummer and Margaret
S. Dano 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 four 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 14, 2000 with respect to
the four nominees, three of whom are currently Fleetwood directors, as well as
for the other seven Fleetwood directors whose terms of office will continue
after the 2000 Annual Meeting.
<TABLE>
<S> <C>
NOMINATED FOR ELECTION FOR TERMS ENDING IN SEPTEMBER, 2003
DR. JAMES L. DOTI, age 53, has served as a Fleetwood
[PHOTO] director since 1995. Since 1991, Dr. Doti has served as
President of Chapman University, a private institution
located in Orange, California, where he also founded the
University's Center for Economic Research in 1978 and was
appointed inaugural holder of the Donald Bren Distinguished
Chair in Business and Economics in 1999. Dr. Doti is also a
director of First American Financial Corp., Remedy
Temp, Inc. and Standard Pacific Corp. He is a graduate of
the University of Illinois, Chicago and received master's
and doctorate degrees in economics from the University of
Chicago.
DAVID S. ENGELMAN, age 62, was appointed to Fleetwood's
[PHOTO] Board of Directors in April, 1999. Mr. Engelman is a private
investor. He served as Chairman, Chief Executive Officer and
President of UnionFed Financial Corporation from 1991 until
1997 and held the same positions at its subsidiary, Union
Federal Bank, until the Office of Thrift Supervision
appointed a receiver for the bank in August, 1996. From 1989
to 1991, Mr. Engelman was a consultant to Portland General
Corporation, a diversified public utility holding company,
with responsibility for the management and liquidation of
real estate assets. Mr. Engelman is a director of MGIC
Investment Corporation, Mortgage Guaranty Insurance
Corporation, Quaker City Bancorp and Quaker City Bank. He is
a graduate of the University of Arizona.
GLENN F. KUMMER, age 66, has been Chairman of Fleetwood's
[PHOTO] Board of Directors and the Company's Chief Executive Officer
since January, 1998. He joined the Company in 1965 and has
been a member of the Board of Directors since 1983. Before
becoming Fleetwood's Chairman, Mr. Kummer was President and
Chief Operating Officer since 1983, and previously he served
in various executive positions, including Executive Vice
President. He has served as a director and Chairman of the
Manufactured Housing Institute and other trade associations
related to the Company's business. Mr. Kummer is a graduate
of the University of Utah.
MARGARET S. DANO, age 40, was nominated by the Board of
[PHOTO] Directors on June 13, 2000 for election by the shareholders
at the Annual Meeting. Ms. Dano has been Vice President,
Worldwide Operations, Office Products of Avery Dennison
Corporation since January, 1999 and was Avery Dennison's
Vice President, Corporate Manufacturing and Engineering from
1997 to 1999. Previously, she was Vice President, Operations
Accessories, North America, of Black & Decker Corporation
and she served as a Program Manager, Product Manager and
Plant Manager for General Electric Corporation for a
five-year period in the early 1990's. Ms. Dano received a
BSME in Electrical Engineering from the General Motors
Institute while working as a Senior Manufacturing Engineer
for the Fisher Body Division of General Motors Corporation.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
DIRECTORS WHOSE TERMS EXPIRE IN 2001
PAUL D. BORGHESANI, age 62, was appointed to Fleetwood's
[PHOTO] Board of Directors in April, 1999. Mr. Borghesani is a
partner of the law firm Baker & Daniels, South Bend,
Indiana. He is also Vice President--General Counsel of
Morgan Drive Away, Inc., the principal business of which is
the transportation of manufactured homes and recreational
vehicles, Vice President and Corporate Counsel of The Morgan
Group, Inc., and owner and founder of Transportation
Advisory Group, LLC. Mr. Borghesani serves as a director of
Morgan Drive Away and was Morgan's President and Chief
Operating Officer from 1983 to 1995 and Chairman and Chief
Executive Officer from 1995 to 1996. Mr. Borghesani is a
graduate of Tufts University and received a JD degree from
Boston College.
THOMAS B. PITCHER, age 61, has served as a member of the
[PHOTO] Board since 1998. Mr. Pitcher has been Advisory Counsel to
the law firm Gibson Dunn & Crutcher LLP since 1995, when he
retired from the active practice of law. Prior to that date,
Mr. Pitcher was a member of the firm's Executive Committee
and was the partner in charge of its Orange County,
California office and its international practice.
Mr. Pitcher is a graduate of the University of Florida and
received a JD degree from the Duke University School of Law.
NELSON W. POTTER, age 57, has been a member of Fleetwood's
[PHOTO] Board of Directors since January, 1998. Since that time,
Mr. Potter has also been Fleetwood's President and Chief
Operating Officer. He served as Fleetwood's Vice
President--Planning and Corporate Development from 1992
until 1997 and was Executive Vice President--Operations from
January, 1997 until January, 1998. Mr. Potter is a graduate
of American University in Washington, D.C. and received an
M.B.A. degree from the Wharton Graduate School of the
University of Pennsylvania.
DIRECTORS WHOSE TERMS EXPIRE IN 2002:
WALTER F. BERAN, age 74, has been a Fleetwood director since
[PHOTO] 1993. Mr. Beran has been Chairman of the Board of Directors
of Pacific Alliance Group, a private financial services
firm, since 1986. Previously, he served as Vice Chairman and
Western Regional Managing Partner of Ernst & Young LLP, an
international accounting firm, from 1971 until 1986.
Mr. Beran is currently a director of Ventas, Inc., Eureka
Mutual Funds, and several private companies. He is a
graduate of Baylor University.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
LOREN K. CARROLL, age 56, became a member of Fleetwood's
[PHOTO] Board of Directors in April, 1999. Since 1994, Mr. Carroll
has been President and Chief Executive Officer of M-I,
L.L.C., the world's largest drilling and fluid handling
supplier to the petroleum industry, based in Houston, Texas.
Mr. Carroll is also a director of Smith International, Inc.
Previously, Mr. Carroll was an audit partner of Arthur
Andersen LLP until leaving in 1984 to become Vice President
and Chief Financial Officer of Smith International. He also
served as President of Geneva Business Services and a
director of The Geneva Companies from 1989 until 1992, when
he returned to Smith International as Executive Vice
President and Chief Financial Officer. Mr. Carroll is a
graduate of California State University, Long Beach.
DR. DOUGLAS M. LAWSON, age 64, has been a member of
[PHOTO] Fleetwood's Board of Directors since 1981. Dr. Lawson is the
founder and Chairman of Douglas M. Lawson Associates, Inc.,
a New York-based fund raising management consulting firm
which advises non-profit organizations concerning the
creation and operation of fund-raising campaigns and
training programs throughout the United States. He is a
graduate of Randolph-Macon College in Virginia and also has
a Bachelor of Divinity degree from Drew University and a
Ph.D. from Duke University.
JOHN T. MONTFORD, age 57, became a Fleetwood director on
[PHOTO] June 26, 1999. Since 1996, Mr. Montford has been Chancellor
of Texas Tech University in Lubbock, Texas. From 1983 until
1996, Mr. Montford was a member of the Texas Senate, during
which time he served as Chairman of the Senate Finance and
State Affairs Committee and Senate President Pro Tempore.
Mr. Montford has also maintained an active law practice in
Lubbock. He is a graduate of the University of Texas, from
which he also received a JD degree.
</TABLE>
BOARD COMMITTEES
Fleetwood's Board of Directors has standing Executive, Compensation and
Audit Committees. None of the Directors who serve on the Audit or Compensation
Committees are executive officers of Fleetwood. The Executive Committee also
serves as the Board's nominating committee.
The Board of Directors met six times during the fiscal year ended on
April 30, 2000 and the aggregate of Board and Committee meetings totaled twenty
during such period. All of Fleetwood's directors who served throughout the
fiscal year attended at least 75% of the meetings of the Board of Directors and,
if applicable, the Committee(s) on which they served during the year.
The Executive Committee, consisting of Mr. Kummer, Chairman, Mr. Potter,
Mr. Beran, Dr. Lawson and Mr. Pitcher, met seven times during the fiscal year
ended on April 30, 2000. The Executive Committee may exercise the authority of
the Board between Board meetings, except to the extent that the Board has
delegated authority to another committee, and except as limited by Delaware law.
The Compensation Committee met four 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
4
<PAGE>
benefit plans and making awards under such plans. The Compensation Committee
consists of Mr. Beran, Chairman, Dr. Lawson, Mr. Pitcher and Mr. Borghesani.
The Audit Committee, consisting of Dr. Lawson, Chairman, Mr. Beran,
Mr. Carroll and Mr. Engelman, 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 $24,000 per year, payable quarterly. In addition, members of the Board
committees receive additional compensation in the amount of $6,000 per year per
committee, payable quarterly. Directors are reimbursed for airfare (at coach
rates) and hotel expenses incurred in connection with their attendance at Board
and committee meetings.
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 4,000 shares of Fleetwood common stock
at exercise prices equal to the market value of the underlying shares of common
stock on the date of grant. All options are accompanied by dividend equivalents,
which entitle the director to receive payments on each dividend payment date
until the options are exercised or terminate in an amount equivalent to
dividends on the Company's outstanding shares. The options expire ten years
after the date of grant or three years after service as a director is
terminated, whichever occurs earlier. Option grants vest immediately. Option
grants are made to newly appointed directors on a pro-rated basis as of the date
of their appointment. All current directors except Mr. Kummer and Mr. Potter
received options under this Plan during fiscal 2000.
5
<PAGE>
DIRECTOR AND OFFICER STOCK OWNERSHIP
The following table sets forth ownership of Fleetwood Common Stock as of
July 14, 2000 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>
NAME TOTAL OWNERSHIP(1) PERCENT OF CLASS
---- ------------------ -----------------
(*= LESS THAN 1%)
<S> <C> <C>
Walter F. Beran............................. 25,510 *
Paul M. Bingham............................. 97,500 *
Paul D. Borghesani.......................... 6,188 *
Loren K. Carroll............................ 8,188 *
James L. Doti............................... 15,658 *
David S. Engelman........................... 7,188 *
Thomas A. Fuentes........................... 19,266 *
Glenn F. Kummer............................. 690,000 1.9 %
Dr. Douglas M. Lawson....................... 18,000 *
John T. Montford............................ 4,927 *
Richard E. Parks............................ 46,000 *
Thomas B. Pitcher........................... 9,037 *
Nelson W. Potter............................ 197,000 *
Mallory S. Smith............................ 118,200 *
27 Directors and Executive Officers as a
Group....................................... 1,665,138 4.7 %
</TABLE>
---------
(1) Includes shares of Fleetwood Common Stock which may be obtained if vested
options issued under Fleetwood's 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, 18,510; Mr. Bingham, 94,500;
Mr. Borghesani, 5,688; Mr. Carroll, 5,688; Dr. Doti, 14,658; Mr. Engelman,
5,688; Mr. Fuentes, 19,256; Mr. Kummer, 653,000; Dr. Lawson, 16,000;
Mr. Montford, 4,927; Mr. Parks, 45,000; Mr. Pitcher, 8,537; Mr. Potter,
194,000; Mr. Smith, 106,000; and 27 Directors and Executive Officers as a
Group, 1,583,412.
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. With the exception of the late filing of one Form 4
report by Lyle N. Larkin, 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 30, 2000.
6
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the most recently available information
concerning the only shareholders believed by 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
-------------------- ----------
<C> <S> <C> <C>
1. First Pacific Advisors, Inc. 3,309,400(1) 10.1%
11400 West Olympic Blvd.
Los Angeles, CA 90064
2. Primecap Management Company 2,548,500(2) 7.8%
225 S. Lake Avenue
Pasadena, CA 91101
</TABLE>
---------
(1) According to its March 31, 2000 Schedule 13-G report, at that time the
shareholder had shared investment authority with respect to all of the
shares, sole voting authority with respect to 1,328,300 shares and shared
voting authority with respect to the remaining shares.
(2) According to its December 1999 year-end Schedule 13-G report, at that time
the shareholder had sole investment authority with respect to all of the
shares, sole voting authority with respect to 1,310,400 shares, and shared
voting authority with respect to the remaining shares.
TRANSACTION WITH AFFILIATES
On July 31, 1997, the Compensation Committee of the Board of Directors
authorized Fleetwood to enter into an agreement with the trustee of a trust
created by Glenn F. Kummer for the benefit of members of his family (the "Kummer
Trust"), providing for the purchase by Fleetwood for the Kummer Trust of a
split-dollar life insurance policy on the life of Mr. Kummer, payable to the
Kummer Trust. Fleetwood intends to pay the premium on the policy for up to five
(5) years. The trustee of the Kummer Trust will contribute a portion of each
annual premium which will reduce Fleetwood's premium each year, and will assign
certain rights under the policies, including the right to receive the cash
surrender value thereof, to Fleetwood to secure repayment of all the premium
payments made by Fleetwood. Fleetwood will recover all of its insurance premium
payments from the death benefit under the policy or earlier from the Kummer
Trust. Since the increases in the cash surrender value of the policy assigned to
secure premium repayments are applied for accounting purposes to offset the
premium expense incurred by Fleetwood, the cost of such payments will not have
any material effect on Fleetwood's consolidated financial statements. On
January 20, 1999, Fleetwood entered into a similar arrangement with the trustee
of a trust created by Paul M. Bingham for the benefit of members of his family.
Morgan Drive Away, Inc., of which Director Paul D. Borghesani is a Director
and Vice President--General Counsel, performs services for Fleetwood in
connection with the transportation of manufactured homes and recreational
vehicles to retailer and customer sites. During the fiscal year ended on
April 30, 2000, the total amount paid by the Company to Morgan Drive Away, Inc.
for such services was $34,977,513. In the opinion of the Company, such services
were competitive with other suppliers with respect to price and quality of
performance.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended April 30, 2000,
April 25, 1999 and April 26, 1998, 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
-----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------- -------- ------------
FISCAL OPTIONS/ LONG-TERM ALL OTHER
NAME AND POSITION YEAR SALARY BONUS(2) SHARES INCENTIVE(3) COMPENSATION(5)
----------------- -------- -------- ---------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Glenn F. Kummer 2000 $99,000 $1,348,275 52,000 $556,548(4) $967,915
Chairman of the Board of 1999 $99,000 $1,287,091 70,000 $750,827 $842,967
Directors and Chief 1998 $99,000 $ 810,663 71,000 $631,828 $666,561
Executive Officer
Nelson W. Potter 2000 $93,000 $1,369,950 56,000 $800,893 $492,585
President and Chief 1999 $93,500 $1,531,793 60,000 $583,976 $368,307
Operating Officer 1998 $88,500 $ 704,171 32,000 $280,812 $155,705
Mallory S. Smith(1) 2000 $87,000 $ 666,121 -- $444,941 $270,117
Senior Vice President 1999 $87,000 $ 803,811 30,000 $396,270 $227,538
Housing Group 1998 $84,750 $ 571,019 25,000 $263,262 $168,535
Richard E. Parks 2000 $87,000 $ 637,909 25,000 $444,941 $216,687
Senior Vice President 1999 $87,000 $ 657,499 20,000 $396,270 $156,903
RV Group 1998 $88,004 $ 452,810 25,000 $263,262 $ 94,949
Paul M. Bingham 2000 $87,000 $ 474,405 22,000 $444,941 $234,203
Senior Vice President 1999 $87,000 $ 469,806 25,000 $417,126 $197,226
Finance 1998 $87,000 $ 433,690 25,000 $280,812 $146,756
</TABLE>
---------
(1) Mr. Smith retired on April 30, 2000, the last day of the fiscal year.
(2) Excludes $250,000 in fiscal 2000, $250,000 in fiscal 1999 and $416,667 in
fiscal 1998 of earned incentive compensation which was paid to Mr. Kummer's
irrevocable trust and $72,000 in fiscal 2000 and $72,000 in fiscal 1999 paid
to Mr. Bingham's trust for the benefit of members of their respective
families in connection with a split-dollar life insurance program. See
TRANSACTION WITH AFFILIATES on page 7 of this Proxy Statement.
(3) Payments made after fiscal year-end, but accrued for the two-year award
period ended April 30, 2000 under Fleetwood's Long-Term Incentive Plan.
(4) Excludes $333,333 of earned long-term incentive compensation which was paid
to Mr. Kummer's irrevocable trust in connection with his split-dollar life
insurance program. See TRANSACTION WITH AFFILIATES on page 7 of this Proxy
Statement.
(5) 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 cases of Mr. Kummer
and Mr. Bingham, the estimated value of the premiums paid by Fleetwood on
split-dollar insurance on their lives, owned by irrevocable trusts for the
benefit of the respective families of Mr. Kummer and Mr. Bingham. (Fleetwood
will receive the premiums it has
8
<PAGE>
paid, plus interest, from the proceeds 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. Kummer
2000............................. $424,435 $489,750 $53,730
1999............................. $385,554 $392,090 $65,333
1998............................. $259,450 $376,970 $30,141
Mr. Potter
2000............................. $347,085 $145,500 --
1999............................. $286,567 $ 81,740 --
1998............................. $113,925 $ 41,780 --
Mr. Smith
2000............................. $190,617 $ 79,500 --
1999............................. $178,678 $ 48,860 --
1998............................. $117,495 $ 51,040 --
Mr. Parks
2000............................. $182,937 $ 33,750 --
1999............................. $146,103 $ 10,800 --
1998............................. $ 76,449 $ 18,500 --
Mr. Bingham
2000............................. $155,356 $ 70,875 $ 7,972
1999............................. $150,194 $ 45,270 $ 1,762
1998............................. $113,106 $ 33,650 --
</TABLE>
OPTION GRANTS
The following table lists certain information concerning stock options
granted to Fleetwood's five executive officers named in the Summary Compensation
Table during the fiscal year ended on April 30, 2000 under Fleetwood's 1992
Stock-Based Incentive Compensation Plan.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS(1) 10-YEAR OPTION TERM
----------------------------------------------------------- -----------------------
% OF TOTAL
OPTIONS
GRANTED EXERCISE
OPTIONS IN FISCAL DATE OF OR BASE EXPIRATION
GRANTED YEAR GRANT PRICE DATE 5% 10%
-------- ---------- -------- -------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Glenn F. Kummer.......... 52,000 10.7% 3/13/00 $14.75 3/13/10 $483,210 $1,227,200
Nelson W. Potter......... 56,000 11.5% 3/13/00 $14.75 3/13/10 $520,380 $1,321,600
Mallory S. Smith......... 0(2) -- -- -- -- -- --
Richard E. Parks......... 25,000 5.1% 3/13/00 $14.75 3/13/10 $232,312 $ 590,000
Paul M. Bingham.......... 22,000 4.5% 3/13/00 $14.75 3/13/10 $204,435 $ 519,200
</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 the options
were granted.
(2) Mr. Smith was not awarded any options as a result of his planned retirement
at the end of the fiscal year.
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OPTION EXERCISES, OPTIONS HELD AND YEAR-END VALUES
None of the five executive officers named in the Summary Compensation Table
exercised options during the fiscal year ended on April 30, 2000. None of the
options held by such executive officers, whether exercisable or unexercisable,
were in-the-money as of the end of the fiscal year.
LONG-TERM INCENTIVE PLAN AWARDS
The following table sets forth information concerning awards made to the
five executive officers named in the Summary Compensation Table during the
fiscal year ended on April 30, 2000 under Fleetwood's Long-Term Incentive Plan.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE PERIOD NON-STOCK PRICE BASED PLANS(1)
UNTIL MATURATION -------------------------------
NAME AND POSITION OR PAYOUT THRESHOLD TARGET MAXIMUM
----------------- ------------------ --------- -------- --------
<S> <C> <C> <C> <C>
Glenn F. Kummer.................................. 5/1/00 to 4/28/02 20% 35.00% 50%
Nelson W. Potter................................. 5/1/00 to 4/28/02 18% 31.50% 40%
Mallory S. Smith(2).............................. -- -- -- --
Richard E. Parks................................. 5/1/00 to 4/28/02 10% 17.50% 25%
Paul M. Bingham.................................. 5/1/00 to 4/28/02 10% 17.50% 25%
</TABLE>
---------
(1) 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 April, 2002, the minimum performance level
("Threshold") is 9.99%, the performance objective ("Target") is 11.99% and
the maximum performance objective ("Maximum") is 13.99%. 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.
(2) No award was made to Mr. Smith, as a result of his planned retirement at the
end of the fiscal year.
EMPLOYMENT CONTRACTS AND SEVERANCE ARRANGEMENTS
The employment contracts of Fleetwood officers and senior corporate managers
provide for severance benefits in connection with a "change of control" of
Fleetwood. Such provisions in the employment contracts of Fleetwood officers,
for example, including those of Messrs. Kummer, Potter, Parks and Bingham,
entitle the officer to severance benefits in the event employment is terminated
by Fleetwood without good cause or by the officer after suffering an adverse
change in employment circumstances as defined in the employment contract, in
either case within three years after the change of control, or by the officer,
for any reason during the period between three months and twelve months after
the change of control. A "change of control" is defined in such employment
contracts as circumstances under which either a third party or group acquired
more than 25% of Fleetwood's voting stock or, as a result of a cash tender,
merger or other business combination, the majority of Fleetwood's Board of
Directors is replaced. Upon the occurrence of such circumstances, the maximum
severance benefit which may be paid to Fleetwood officers, including
Messrs. Kummer, Potter, Parks and Bingham, shall be equal to three times the
average annual compensation payable by Fleetwood for the three fiscal years
prior to the date upon which the change of control occurred.
In addition, the employment contracts of Messrs. Kummer, Potter, Parks and
Bingham, and certain other Fleetwood officers provide for a severance payment in
situations involving an employment termination or adverse change in employment
circumstances which do not involve either a change of control or a termination
for cause, as defined therein. In such a case, the terminated officer will
receive a payment equal to the aggregate of the salary, incentive compensation
and long-term incentive compensation payable for the previous eight fiscal
quarters (excepting Mr. Kummer, whose severance payment would equal 50% of such
amount). As indicated above, Mr. Smith's employment contract terminated when he
retired on April 30, 2000.
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<PAGE>
PERFORMANCE GRAPH
The performance graph set forth below compares the cumulative total
shareholder return on Fleetwood's Common Stock against the cumulative total
return for the five-year period ended on April 30, 2000 of the Standard & Poor's
Corporation S & P 500 Composite Stock Price Index (S&P 500) for the most
recently ended calendar year (the index used in past years), the S&P Small Cap
600 (the index which will be used in the future) and a "peer group" of companies
selected by Fleetwood whose primary business is either manufactured housing or
recreational vehicles. 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., Monaco Coach Corp., National R.V. Inc., Oakwood Homes
Corporation, Palm Harbor Homes, Inc., Skyline Corp., Thor Industries, Inc. and
Winnebago Industries, Inc. The peer group contains the largest companies in
Fleetwood's industries, the performance of which is generally compared to
Fleetwood's performance by investment analysts. 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 own no
retail business and others are vertically integrated to a much greater extent
than Fleetwood.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
FLEETWOOD S & P
ENTERPRISES, INC. PEER GROUP S & P 500 SMALLCAP 600
<S> <C> <C> <C> <C>
4/30/95 $100.00 $100.00 $100.00 $100.00
4/28/96 $117.80 $155.65 $130.22 $135.69
4/27/97 $114.78 $144.86 $162.95 $140.79
4/26/98 $214.64 $254.21 $229.86 $206.61
4/25/99 $134.05 $209.56 $280.02 $184.31
4/30/00 $72.24 $164.45 $308.39 $222.09
</TABLE>
11
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Fleetwood's Compensation Committee reviews the administration of Fleetwood's
management compensation programs as they affect the compensation of the
Company's senior managers. In addition, the Committee is responsible for
administering several Fleetwood benefit plans--the Long-Term Incentive Plan, the
1992 Stock-Based Incentive Compensation Plan and the Senior Executive Incentive
Compensation Plan. The Committee consists of the four non-management directors
who authorized this Report and are listed below.
FLEETWOOD'S CORPORATE COMPENSATION PHILOSOPHY. Since Fleetwood's founding,
it has consistently followed a management compensation philosophy that
encourages growth and profitability. The system provides for moderate base
salaries at all levels, but offers opportunities for each manager to earn
incentive compensation based on results which, in many cases, may exceed the
person's salary. This performance-based approach is a reflection of the
Company's belief that managers should have an opportunity to earn more than
individuals performing similar functions at other companies, but that their
compensation should grow only if Fleetwood's profitability grows as well. This
philosophy is intended to align Fleetwood managers with the interests of the
Company's 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 that they should be permitted to
decide on their own whether particular expenditures are necessary or desirable.
SALARIES AND INCENTIVE COMPENSATION. Aside from routine adjustments and
changes resulting from promotions, no changes were made during the past 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. We still
believe that this performance-based approach works best 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 over a two-year period
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.
Despite recent difficult earnings comparisons, substantial long-term
incentive compensation amounts will be paid this year for the 1998-2000 award
period, due to the Company's strong performance in the 1999 fiscal year. At this
time, as a result of weaker performance in the 2000 fiscal year, it appears
extremely unlikely that there will be any payment of long-term incentive
compensation for the 1999-2001 award period.
While there were no significant changes with respect to the administration
of the Plan this year, the targets were changed to reflect changes in
Fleetwood's cost of capital as they are at the beginning of each award period.
Mr. Kummer, the Company's Chairman, continues as the Plan's Benchmark
Participant. The performance levels for the 1999-2001 award period are lower
than those for the previous award period, largely as a result of increasing use
of leverage by the Company and the effect of the lower price of Fleetwood Common
Stock on the equity portion of the Company's cost of capital. As compared to the
previous award period, the threshold return was reduced from 11.53% to 9.99% for
the new award period,
12
<PAGE>
the target performance level from 13.53% to 11.99% and the maximum from 15.53%
to 13.99%. 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.
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 to key officers and managers who have the greatest
degree of potential influence on Fleetwood's strategic direction. In addition,
smaller awards have also been made to a broader group of operational managers at
Fleetwood's manufacturing and retail operations who have a meaningful impact on
Fleetwood's returns. Awards in both categories were made by the Committee near
the end of the past fiscal year.
COMPENSATION OF FLEETWOOD'S CHIEF EXECUTIVE OFFICER AND PRESIDENT. In 1994,
the shareholders approved 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 this performance-based
plan continue to be deductible under Internal Revenue Code Section 162(m).
Federal tax law now requires that performance-based plans be reapproved by the
shareholders at least every five years in order that deductibility of payments
made under such plans continues to be assured and the Plan is being submitted
for reapproval at the next shareholders meeting. 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 2001 should be fully deductible.
The base salary and incentive compensation performance targets of both
Mr. Kummer and Mr. Potter remained the same as in the previous year. The heavy
weighting in Fleetwood's compensation system toward profit-based incentive
compensation means that their compensation, and that of other managers as well,
increases or decreases depending on the Company's financial success. The stock
option awards to Mr. Kummer and Mr. Potter made in the current fiscal year were
similar to those granted in past years. All such awards again were non-qualified
stock options granted at fair market value on the date of grant.
In light of the significant challenges in the marketplaces in which
Fleetwood competes, the Committee believes that the compensation of Mr. Kummer
and Mr. Potter is fair for the performance expected of them.
Walter F. Beran, Chairman June 13, 2000
Paul D. Borghesani
Dr. Douglas M. Lawson
Thomas B. Pitcher
13
<PAGE>
REAPPROVAL OF FLEETWOOD'S SENIOR EXECUTIVE
INCENTIVE COMPENSATION PLAN
(PROXY ITEM NO. 2)
INTRODUCTION
Although the Senior Executive Incentive Compensation Plan (the "Plan")
approved by Fleetwood's shareholders in 1994 will remain in effect until 2004,
Federal tax law now requires that the Plan be reapproved every five years in
order to permit continued deductibility of performance awards made under it. The
Plan therefore must be resubmitted for shareholder approval in order to satisfy
this requirement. The Company believes that it is in the best interests of the
shareholders to reapprove the Plan and assure continued deductibility of
performance awards made under the Plan. Failure to reapprove the Plan will not
result in either discontinuance of the Plan or the grant of performance awards,
only the potential loss of the related tax deductions to the Company.
BACKGROUND
Until 1994, Fleetwood's Chief Executive Officer and President participated
in the basic incentive compensation plan which is applicable to all corporate
managers, which has always provided a substantial portion of the potential
compensation of such managers. That plan ties incentive compensation to
performance and is intended to provide an opportunity for greater financial
rewards along with the growth of corporate profits and/or the profits of the
group actually managed by the individual manager. Base salaries of all Fleetwood
managers are purposely kept relatively low compared to those of similarly-
situated managers at other companies.
In 1993, newly enacted Section 162(m) of the Internal Revenue Code limited
the deductibility of compensation in excess of $1,000,000 to the Chief Executive
Officer and the next four highest compensated individuals of public companies,
unless such compensation is paid in accordance with performance-based plans as
defined in Section 162(m) and IRS regulations. Although Fleetwood's existing
plan had always been performance-based, it was not structured to comply with the
1993 tax amendments.
Rather than revising Fleetwood's existing incentive compensation plan, which
applies to hundreds of corporate managers, to make it conform to the Internal
Revenue Code and regulations, which would require the addition of a number of
burdensome administrative requirements, Fleetwood's Compensation Committee and
Board of Directors decided to create a separate plan, based on the Company's
historic incentive compensation plan, and applicable only to Fleetwood's Chief
Executive Officer and President. The Plan follows a measurement formula which is
similar to Fleetwood's basic incentive compensation plan and was designed to
provide substantially identical incentive compensation for the two covered
executives to what they would have received had they continued to participate in
the basic plan.
The principal features of the Plan are described below. The full text is
attached hereto as Exhibit A and should be referred to for a complete
description.
GENERAL. The Plan provides that the participants receive incentive
compensation based on the achievement of profitability by Fleetwood's operating
units. The Compensation Committee has made awards which will continue in effect
each quarterly award period until changed.
ADMINISTRATION. The Plan vests broad powers in the Compensation Committee
to administer and interpret it. The Compensation Committee shall consist of two
or more members of Fleetwood's Board of Directors who are considered outside and
disinterested directors for the purposes of the Internal Revenue Code and the
Securities Exchange Act of 1934. Under the Plan, the Compensation Committee
determines in advance of a quarterly period the participants, the award of
participant points, the "excess percentage" (the key element in the creation of
the compensation pool) and whether to delete specific Fleetwood subsidiaries
from those to be considered in calculating "bonus base profit". Following each
quarterly award period, the Committee determines whether the profitability
target has been achieved and authorizes the
14
<PAGE>
appropriate payments to participants. In addition, the Compensation Committee
has the authority to interpret the Plan and to make determinations necessary to
administer it.
ELIGIBILITY TO RECEIVE AWARDS. Eligibility to participate in the Senior
Executive Plan is limited to the Chief Executive Officer, President and/or Chief
Operating Officer of Fleetwood, currently two individuals. The designation of
actual participants is made by the Compensation Committee prior to the beginning
of any quarterly award period and continues until a contrary designation is
made. The Compensation Committee has designated Fleetwood's Chief Executive
Officer and President/Chief Operating Officer as the only participants in the
Plan.
PERFORMANCE GOAL. The performance goal of the Plan is the achievement of
positive bonus base profit during a quarterly award period. Bonus base profit is
defined as 30% of the aggregate net income of the Company's subsidiaries for the
quarter, adjusted by the aggregate of Fleetwood's investment income less
interest expense, all as defined in the Plan. In the event that the Company's
subsidiaries are not profitable in a quarterly award period, as has happened in
a number of quarters in past recessionary periods, no incentive compensation
will be paid under the Plan in that quarterly award period and the deficit will
have to be made up before any incentive compensation is paid in any subsequent
quarterly award period, unless the Compensation Committee determines to forgive
all or any portion of the deficit.
CALCULATION OF INCENTIVE AWARDS. The Compensation Committee has awarded
participant points to the two participants. The ratio of the participant points,
4 for the Chief Executive Officer to 3.5 for the President/Chief Operating
Officer, determines how the total amounts available for payment in each
quarterly award period will be divided. Such participant point awards will
continue in effect until contrary awards are made for quarterly award periods
beginning subsequent to the date of such new awards.
The total amount to be paid to the participants is determined in each
quarterly award period by calculating the "net bonus amount". Net bonus amount
consists of five percent (5%) of the first $2,000,000 of bonus base profit
earned in the award period and an "excess percentage" of bonus base profit
earned each quarterly award period above the first $2,000,000. While the Plan
provides that the excess percentage may be set by the Compensation Committee
prior to an award period at a maximum of four and one-half percent (4 1/2%), the
Compensation Committee has specified three and one-half percent (3 1/2%) as the
excess percentage. Such designation will continue in effect until a contrary
designation is made for quarterly award periods beginning subsequent to the date
of such new designation.
After each quarterly award period, the bonus base profit and net bonus
amount for the quarter are calculated by management and approved by the
Compensation Committee before payments to the participants are authorized. If
bonus base profit for any award period is zero or negative, no compensation is
paid under the Plan for such award period.
FEDERAL TAX CONSEQUENCES. Under the Internal Revenue Code as presently in
effect, the grant of an award has no federal income tax consequences. Payment of
awards are taxable to participants as ordinary income and amounts taxable to
participants will be deductible by Fleetwood as compensation, subject to the
re-approval requirement discussed above.
AMENDMENT AND TERMINATION. The Board of Directors may amend or terminate
the Plan so long as such action does not adversely affect any already
outstanding rights or obligations. No incentive compensation under the Plan may
be awarded for any award period beginning after April 30, 2004
REQUIRED VOTE FOR REAPPROVAL OF THE PLAN. The Board of Directors recommends
a vote FOR Reapproval of the Plan to assure the continued tax deductibility of
performance awards made under the Plan. All proxies will be voted to reapprove
the Plan unless a contrary vote is indicated on the enclosed proxy card. The
affirmative vote of a majority of the shares present in person or by proxy and
entitled to vote at the Annual Meeting is required to reapprove the Plan.
15
<PAGE>
AUDITORS
The firm of Arthur Andersen LLP 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 LLP
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 30, 2000,
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 State-ment, and (c) a consent to serve as director
signed by such nominee.
2001 SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 2001 Annual Meeting
must be received by Fleetwood on or before March 20, 2001 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
[SIGNATURE]
William H. Lear
Secretary
Dated: July 18, 2000
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EXHIBIT A
FLEETWOOD ENTERPRISES, INC.
SENIOR EXECUTIVE
INCENTIVE COMPENSATION PLAN
1. PURPOSE.
The purpose of this Senior Executive Incentive Compensation Plan (the
"Plan") is to provide a means of paying incentive compensation to certain key
management employees who contribute materially to the success of Fleetwood
Enterprises, Inc. By relating incentive rewards of certain key executives to
operation profits, the Company will be in a position to provide additional
motivation and to reward extraordinary performance by making those employees
most responsible for such performance participants in the Company's success.
2. DEFINITIONS.
A. AWARD PERIOD. "Award Period" shall mean each quarterly period of the
Company adopted for accounting and reporting purposes.
B. BOARD. "Board" shall mean the Board of Directors of the Company.
C. BONUS BASE PROFIT. "Bonus Base Profit" shall be thirty percent (30%) of
aggregate Net Income of the Company's Subsidiaries designated pursuant to
Section 5.4 hereof. Bonus Base Profit also shall be adjusted upward or downward,
as the case may be, by thirty percent (30%) of the aggregate of the investment
income earned on the Company's invested capital net of interest expense.
Investment income shall include interest and dividends, and in the case of
interest or dividends on securities which are exempt from tax or are not fully
taxed under U.S. or applicable state laws, shall include the pretax equivalents.
It shall also include gains and losses (if any) from the sale or other
disposition of securities. Interest expense means the interest cost on Company
debt obligations and does not include interest on non-debt liabilities (i.e,
accounts payable, employee compensation and benefit accruals, income tax payable
and other Liabilities.
D. COMMITTEE. "Committee" shall mean the Compensation Committee of the
Board.
E. COMPANY. The "Company" is defined as Fleetwood Enterprsies, Inc., and
shall not include any Subsidiary or affiliate company.
F. INCENTIVE COMPENSATION. "Incentive Compensation" shall mean the dollar
amount awarded to a Participant.
G. NET BONUS AMOUNT. "Net Bonus Amount" shall be the amount available for
distribution as Incentive Compensation under this Plan. It shall be calculated
for each Award Period by adding five percent (5%) of the first two million
dollars of Bonus Base Profit and, in the discretion of the Committee as provided
herein, as amount (the "Excess Percentage") up to four and one-half percent
(4 1/2%) of the excess over two million dollars of Bonus Base Profit.
H. NET INCOME. "Net Income" as used herein shall be the respective
Subsidiary's net income after excluding (i) gains or losses from the disposition
of capital assets, (ii) interest, dividends and other receipts from investments
time deposits, and savings accounts, (iii) taxes based upon or measured by
income, (iv) incentive compensation or bonus payments to its managers and
assistant managers who have entered into an employment contract with the
Subsidiary and (v) contributions to a retirement plan for the benefit of its
managers and assistant managers who have entered into an employment contract
with the Subsidiary.
17
<PAGE>
I. PARTICIPANT. "Participant" means the Chief Executive Officer, President
or Chief Operation Officer of the Company who is selected as a Participant and
who continues to be a participant under the provisions of this Plan.
J. PARTICIPANT POINTS. "Participant Points" are units of measurement
utilized in determining the Incentive Compensation Awards of Participants and
shall be awarded to Participants in accordance with Section 5.4 of the Plan.
K. PERFORMANCE GOAL. "Performance Goal" means the achievement of positive
Bonus Base Profit during an Award Profit.
L. SUBSIDIARY. "Subsidiary" shall mean a corporation fifty percent (50%)
or more of the outstanding voting stock of which is owned, directly or
indirectly, by the Company or by a subsidiary of the Company.
3. PLAN ADMINISTRATION.
3.1 THE COMMITTEE. The Committee shall be comprised solely of two or more
outside directors as defined in Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code") and the regulations promulgated thereunder. No
member of the Committee may, while serving on the Committee, also be a
Participant in this Plan. The Committee shall administer the Plan in accordance
with its terms.
3.2 POWERS OF THE COMMITTEE. Subject to the express provisions of the
Plan, the Committee has the authority to interpret the Plan, to determine the
terms and conditions of Incentive Compensation and to make all other
determinations necessary or advisable for the administration of the Plan. The
Committee has authority to prescribe, amend and rescind rules and regulations
relating to the Plan. All interpretations, determinations and actions by the
Committee shall be final, conclusive and binding upon all parties.
3.3 ORGANIZATION AND OPERATION OF COMMITTEE. The Committee shall act by a
majority of its members at the time in office, and such action may be taken by a
vote at a meeting, including a meeting at which conference telephone or similar
equipment is utilized by means of which all persons participating in the meeting
can hear each other, or by unanimous written consent without a meeting. The
Committee may authorize any one or more of its members or any specifically
designated officer of the Company to execute any document or documents on behalf
of the Committee. The Committee may appoint such accountants, counsel,
specialist, and other persons as it deems necessary or desirable in connection
with the administration of this Plan.
3.4 RELIANCE ON REPORTS. Each member of the Committee and each member of
the Board shall be fully justified in relying or acting in good faith upon any
opinion or report made by the independent public accountants of the Company and
upon any other opinions, reports or information furnished in connection with the
Plan by any accountant, counsel, or other specialist (including financial
officers of the Company). In no event shall any person who is or shall have been
a member of the Committee or of the Board be liable for any determination made
or other action taken or any omission to act in reliance upon any such opinion,
report or information or for any action, including the furnishing of
information, taken or failure to act, if in good faith.
3.5 RECORDS AND REPORTS. The Committee shall keep a record of all its
proceedings and acts, and shall keep all such books of account, records and
other data as may be necessary for proper administration of the Plan.
3.6 PAYMENT OF EXPENSES. Unless otherwise determined by the Board, the
members of the Committee shall serve without compensation for services as such,
but all expenses of the Committee shall be paid by the Company. Such expenses
shall include any expenses incident to the functioning of the Committee,
including, but not limited to, fees of accountants, counsel, and other
specialists, and other costs of administering the Plan.
18
<PAGE>
3.7 INDEMNIFICATION. Each person who is or shall have been a member of the
Committee or of the Board shall be indemnified and held harmless by the Company
against and from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by him in connection with or resulting from any claim,
action, suit, or proceeding to which he may be a party in which he may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him in settlement thereof, with the
Company's approval, or paid by him in satisfaction of judgment in any such
action, suit, or proceeding against him, provided he shall give the Company an
opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The foregoing rights of
indemnification shall not be exclusive of any other rights or indemnification or
exculpation to which such persons may be entitled under the Company's
Certificate of Incorporation or bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.
4. ELIGIBILITY AND PARTICIPATION.
4.1 ELIGIBILITY. To be eligible as a Participant under the Plan, an
employee must be the Chief Executive Officer, President, or Chief Operating
Officer of the Company.
4.2 SELECTION OF PARTICIPANTS. Participants shall be selected by the
Committee from among those persons who become eligible under Section 4.1, but
the Committee need not select all eligible persons as Participants. Participants
shall be separately selected for each Award Period and must be so designated
prior to the commencement of an Award Period. The Committee may specify that a
Participant selected for an Award Period shall continue to be a Participant in
succeeding Award Periods until and unless the Committee makes a determination in
advance of any particular Award Period that such Participant shall not continue
as a Participant for such Award Period. The selection of a person as a
Participant for one Award Period shall not mean that such person will be
selected for participation with respect to any subsequent Award Period. No
person shall become a Participant with respect to any Award Period under the
Plan unless and until such person has been selected as a Participant by the
Committee.
4.3 DURATION OF PARTICIPATION. A person shall become a Participant upon
selection as a Participant pursuant to the preceding provisions of this
Section 4. A person shall cease to be a Participant with respect to any Award
Period upon the earlier of such person's (i) death, (ii) disability,
(iii) retirement or (iv) termination of eligibility as a Participant (including
termination of employment). In such event, such Participant shall be entitled,
upon the determination of the Committee pursuant to Section 6.1 hereof that
Incentive Compensation is payable for such Award Period and compliance with the
provisions of Section 6.1, to that portion of Incentive Compensation for said
Award Period as the number of days he or she is a Participant during the Award
Period bears to the total number of days in such Award Period.
5. DESIGNATIONS FOR AWARD PERIODS.
5.1 SELECTION AND DESIGNATION OF PARTICIPANTS. Prior to the commencement
of each Award Period, the Committee shall select the persons who will be
Participants during such Award Period. The Committee may specify that the
Participants selected for any Award Period shall continue to be Participants in
future Award Periods except as otherwise provided by the Committee in advance of
any Award Period. Such selection and designation shall be made in accordance
with the provision of Section 4 of the Plan. No person shall be designated as a
Participant for any Award Period following the commencement of such Award
Period.
5.2 AWARD OF PARTICIPANT POINTS TO PARTICIPANTS. Prior to the commencement
of each Award Period, the Committee shall award to each Participant a specific
number of Participant Points as determined by the Committee. The Committee may
specify that the number of Participant Points awarded to any Participant for any
Award Period shall continue to future Award Periods except as otherwise provided
by the
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Committee in advance of any Award Period. The number of Participant Points for a
Participant may not be increased during any Award Period with respect to
Incentive Compensation during such Award Period.
5.3 DETERMINATION OF EXCESS PERCENTAGE. Prior to the commencement of each
Award Period, the Committee shall establish the Excess Percentage to be utilized
during such Award Period. The Committee may specify that the Excess Percentage
established for any Award Period shall continue to apply to future Award Periods
except as otherwise provided by the Committee in advance to any Award Period.
The Committee shall have no authority to increase the Excess Percentage to be
utilized in any Award Period after the commencement of such Award Period.
5.4 DESIGNATION OF SUBSIDIARIES. Unless otherwise designated by the
Committee prior to the commencement of an Award Period, all Subsidiaries of the
Company shall be utilized in the calculation of Bonus Base Profit for such Award
Period. The Committee may specify that a designation not to include a Subsidiary
or Subsidiaries in the calculation shall continue in succeeding Award Periods
until and unless the Committee makes a subsequent designation in advance of any
particular Award Period with respect to the Subsidiaries for such Award Period.
6. DETERMINATION OF INCENTIVE COMPENSATION.
6.1 CALCULATION OF INCENTIVE COMPENSATION AWARD. The amount of Incentive
Compensation payable for each Award Period to designated Participants shall be
determined as follows:
(i) DETERMINATION OF BONUS BASE PROFIT. As soon as practicable
following the end of each Award Period, the Committee shall determine Bonus
Base Profit for such Award Period based upon the Company's financial
statements for such Award Period, which shall be prepared in accordance with
generally accepted accounting principles, consistently applied. In the event
the Bonus Base Profit during any Award Period or Award Periods shall be
negative, the amount of such deficit, on a cumulative basis, shall be
deducted from Bonus Base Profit in the next Award Period. The Committee, in
its discretion, may determine in advance of any Award Period to forgive all
or any portion of such deficit from prior Award Periods, in which case no
such deduction will be made in calculating Bonus Base Profit.
(ii) FAILURE TO ACHIEVE PERFORMANCE GOAL. If the Bonus Base Profit
during any Award Period is zero or negative, no Incentive Compensation shall
be paid under this Plan for such Award Period.
(iii) PERFORMANCE EXCEEDING PERFORMANCE GOAL. If the Committee
determines that the Performance Goal for an Award Period had been met, it
shall;
A. Calculate the Net Bonus Amount available for Incentive
Compensation for such Award Period based upon the Bonus Base Profit for
such Award Period.
B. Determine the distribution of the Net Bonus Amount for such Award
Period to each Participant in the Plan during such Award Period by
multiplying the Net Bonus Amount by a fraction, the numerator of which
shall be the number of Participant Points for such Participant during the
Award Period and the denominator of which shall be the total number of
outstanding Participant Points under the Plan at the commencement of such
Award Period.
C. Prior to the payment of any Incentive Compensation to a
Participant, certify in writing that the Performance Goal has been met
for such Award Period and that all other material terms, if any, to such
Incentive Compensation have been satisfied. For this purpose, approved
minutes of a Committee meeting in which such certification is made shall
be treated as a written certification.
The Committee shall have no authority to increase the amount of Incentive
Compensation payable with respect to any Award Period over the amounts of
Incentive Compensation established pursuant to the provisions on this
Section 6.1.
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7. PAYMENT.
7.1 FORM. At the end of each Award Period, the Committee shall determine
the accordance with Section 6 of this Plan the Incentive Compensation, if any,
for each Participant under the Plan. Incentive Compensation awarded under the
terms of this Plan shall be paid in cash as a lump sum as soon as practicable
after financial statements are available for the Award Period to which the
Incentive Compensation pertains, unless deferred by the Participant in
accordance with any applicable program for deferring incentive compensation
under which such Participant has made a valid election to defer all or part of
such award. In such latter case, the amount deferred by such Participant shall
be handled in accordance with the applicable provisions of such deferred
compensation program, provided, however, that any additional amount paid
pursuant to such program shall be based upon a reasonable interest rate for the
period of such deferral.
7.2 DEATH PRIOR TO FULL PAYMENT. In the event that a Participant has
amounts payable as Incentive Compensation under this Plan and dies prior to
payment of such amounts, the amounts payable at the time of the Participant's
death shall be paid to the Participant's beneficiary or, if no beneficiary was
designated by the Participant, to the Participant's estate.
8. CLAIM TO INCENTIVE COMPENSATION AND EMPLOYEE RIGHTS.
No employee or other person shall have any claim or right to become
Participant under this Plan. Neither this Plan nor any action taken hereunder
shall be construed as giving any employee any right to be retained in the employ
of the Company, the employment contract, if any, between the Company and the
employee being the determining document with respect to the employment
relationship.
9. UNSECURED OBLIGATION.
Participants under this Plan shall not have any interest in any fund or
specific assets of the Company by reason of this Plan. No trust fund shall be
created in connection with the Plan, and there shall be no funding of amounts
which may become or are payable to any Participant.
10. NONTRANSFERABILITY.
A person's rights and interest under this Plan, including amounts payable,
may not be assigned, pledged, transferred or otherwise hypothecated except, in
the event of an employee's death, to his designated beneficiary as provided in
this Plan, or in the absence of such designation, to his heirs, devisees or
legatees by will or the laws of descent and distribution.
11. TAX WITHHOLDING.
The Company shall have the right to deduct any Federal, state, local or
foreign taxes or other charges required by law to be withheld from payments made
to participants under the Plan.
12. AMENDMENT AND TERMINATION.
The Board may terminate the Plan or modify or amend this Plan from time to
time in such respects as it shall deem advisable. Unless this Plan shall
theretofore have been terminated as herein provided, the Committee shall not
have authority to award Incentive Compensation for Award Periods ending after
April 30, 2004. No termination or amendment of the Plan under this section 12
shall reduce the amount of the benefit which a person who is a Participant at
the time such termination or amendment occurs has either already become entitled
to under Section 6 or may become entitled to as a result of Award Periods which
have commenced but have not theretofore been concluded, unless such Participant
consents to such reduction.
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13. EFFECTIVE DATE OF PLAN.
This Plan is adopted by the Committee effective as of April 24, 1994,
subject to shareholder approval. With respect to Award Periods prior to the date
of shareholder approval, the Committee shall pay the amounts due to Participants
under the Plan after such shareholder approval along with interest at a
reasonable rate from the time such amounts otherwise would have been due to the
Participants under the Plan. In addition, prior to shareholder approval of the
Plan, in its sole discretion, the Committee may advance funds to the
Participants in the amounts and at the times such Participants otherwise would
have been entitled to payment under the Plan subject to an agreement of such
Participants to repay such amounts (with interest at a reasonable rate) in the
event that shareholder approval is not obtained at the next regularly scheduled
shareholders' meeting.
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PROXY
FLEETWOOD ENTERPRISES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Glenn F.
Kummer and William H. Lear, 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 12, 2000, and at any adjournment thereof, to
elect Directors, to act on a proposal to reapprove Fleetwood's Senior Executive
Incentive Compensation Plan 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 FOUR (4) NOMINEES LISTED ON THE REVERSE SIDE AND FOR REAPPROVAL OF
FLEETWOOD'S SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SEE REVERSE
SIDE SIDE
<PAGE>
DETACH HERE
/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
1. Election of Directors.
NOMINEES: (01) Dr. James L. Doti, (02) David S.
Engelman, (03) Glenn F. Kummer and (04) Margaret S.
Dano
FOR WITHHELD
/ / / /
/ /
---------------------------------------------
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. Reapproval of Senior Executive / / / / / /
Incentive Compensation Plan.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /
Please sign exactly as name appears. Joint owners should each sign.
Trustees and other acting in a representative capacity should indicate the
capacity in which they sign.
Signature: Date:
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Signature: Date:
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