- Current report filing (8-K)
November 06 2008 - 6:13AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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):
November 6,
2008
Fleetwood
Enterprises, Inc.
(Exact name of
registrant as specified in its charter)
Delaware
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1-7699
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95-1948322
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of
incorporation)
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File Number)
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Identification
No.)
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3125
Myers Street, Riverside, California
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92503-5527
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(Address of
principal executive offices)
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(Zip Code)
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Registrants
telephone number, including area code
(951) 351-3500
Not
Applicable
(Former name or
former address, if changed since last report.)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
x
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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x
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
8.01. Other Events.
Fleetwood Enterprises,
Inc. (the Company) announced today that, pursuant to the indenture governing
the Companys 5% convertible senior subordinated debentures due 2023 (the
Debentures), the Company is commencing an offer to repurchase any and all
Debentures put to the Company on December 15, 2008, by issuing shares of the Companys common stock (the
Exchange Offer). In connection with
the Exchange Offer, the Company will file today a Registration Statement on
Form S-4 and a Schedule TO. The holders of the Debentures have the right to put
the Debentures to the Company at par value, plus any accrued and unpaid
interest, on December 15, 2008. The
purpose of the Exchange Offer is to satisfy the Companys obligation to
repurchase any Debentures put to the Company.
Alternatively, however, holders of the Debentures may elect to
participate in the Companys previously announced exchange offer, whereby the
Company has offered holders of the Debentures a combination of new senior
secured notes due 2011 that are guaranteed by certain of the Companys
subsidiaries and shares of common stock in exchange for their Debentures.
On November 6, 2008, the
Company issued the press release, attached hereto as Exhibit 99.1, relating to
the matters described in this item.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits
are filed with this current report on Form 8-K:
Exhibit
Number
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Description
of Exhibit
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99.1
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Press Release dated
November 6, 2008.
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2
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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FLEETWOOD ENTERPRISES,
INC.
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Date: November 6,
2008
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/s/ Leonard J. McGill
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Leonard J. McGill
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Senior Vice
PresidentCorporate Development,
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General Counsel and
Secretary
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3
EXHIBIT
INDEX
Exhibit
Number
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Description
of Exhibit
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99.1
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Press Release dated
November 6, 2008.
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4
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