- Amended tender offer statement by Issuer (SC TO-I/A)
November 28 2008 - 5:16AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE TO
(Rule 14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FLEETWOOD ENTERPRISES, INC.
(Name of Subject Company (Issuer)
FLEETWOOD ENTERPRISES, INC.
(Name of Filing Person (Issuer)
5% Convertible Senior Subordinated Debentures due 2023
(Title of Class of
Securities)
(339099AC7 and 339099AD5)
(CUSIP Number of Class of
Securities)
Leonard J. McGill, Esq.
Senior Vice President, Corporate Development, General Counsel &
Secretary
Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
(951) 351-3500
(Name, address
and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
with copies
to:
|
Steven R. Finley, Esq.
James J. Moloney, Esq.
Gibson,
Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000
|
|
James R. Tanenbaum, Esq.
Morrison &
Forester LLP
1290 Avenue of the Americas
New York, New York 10104
(212) 336-4335
|
Calculation of Filing Fee
|
Transaction Valuation*
|
|
Amount of Filing Fee**
|
|
$
100,000,000
|
|
$
3,930
|
|
*
|
Estimated solely for the
purpose of determining the amount of the filing fee. The transaction value is $100,000,000,
which is based on the aggregate principal amount of the 5% Convertible Senior
Subordinated Debentures due 2023 (the “Old Debentures”) that are sought for
exchange, as of one day prior to the filing date of this Schedule TO.
|
|
|
|
|
**
|
Registration fee previously
paid in connection with the Registrant’s Registration Statement on Form S-4
filed October 30, 2008.
|
|
x
|
|
Check the box if
any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
|
|
|
|
Amount Previously Paid:
$3,930
|
Filing Party: Fleetwood
Enterprises, Inc.
|
|
|
|
Form or Registration
No.: Form S-4 333-154840
|
Date Filed: October 30,
2008
|
|
o
|
|
Check the box if
the filing relates solely to preliminary communications made before the
commencement of a tender offer.
|
|
Check the
appropriate boxes to designate any transactions to which the statement
relates:
|
|
|
|
o
|
third party tender offer subject to
Rule 14d-1.
|
|
|
|
x
|
issuer tender offer subject to
Rule 13e-4.
|
|
|
|
o
|
going-private
transaction subject to Rule 13e-3.
|
|
|
|
o
|
amendment to
Schedule 13D under Rule 13d-2.
|
|
Check the following
box if the filing is a final amendment reporting the results of the tender
offer.
o
|
|
|
|
|
|
|
INTRODUCTORY STATEMENT
This Amendment
No. 1 to the Tender Offer Statement on Schedule TO (the “Amendment”)
amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Schedule
TO”) filed by Fleetwood Enterprises, Inc., a Delaware corporation (the “Company”),
on October 30, 2008. This Amendment
relates to the Company’s offer to exchange (the “Exchange Offer”) up to
$103,000,000 aggregate principal amount of our new 14% Senior Secured Notes due
2011 (the “New Notes”) and up to 14,000,000 shares of our common stock, having
an aggregate value of up to $10,500,000 (the “Shares”), for any and all of the
Company’s currently outstanding 5% Convertible Senior Subordinated Debentures
due 2023 (“Old Debentures”) validly tendered and accepted in accordance with
the terms and subject to the conditions set forth in the Prospectus forming a
part of the Company’s Registration Statement on Form S-4 filed with the
Securities and Exchange Commission (the “SEC”) on October 30, 2008 (as
amended on November 28, 2008, and as may be further amended from time to
time, the “Registration Statement”), and in the related Letter of Transmittal,
which are filed as exhibits (a)(1)(A) and (a)(1)(B) to this
Amendment, respectively.
This Amendment
is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(3) promulgated
under the Securities Exchange Act of 1934, as amended.
Item 2. Subject
Company Information.
Item 2 of the
Schedule TO is hereby amended and supplemented as follows:
(a)
Name and Address
.
Fleetwood
Enterprises, Inc. is the subject company and the issuer of the Old
Debentures. The address of the Company’s
principal executive offices is 3125 Myers Street, Riverside, California 92503
and its telephone number is (951) 351-3500.
(b)
Securities
.
The subject
securities consist of $100,000,000 aggregate principal amount of the Company’s
outstanding Old Debentures.
(c)
Trading and Market Price
.
The Old
Debentures are not listed on any national securities exchange but are eligible
for trading in The PORTAL Market. To the knowledge of the Company, there is no
established public trading market for the Old Debentures except for limited or
sporadic quotations.
Item 5. Past
Contacts, Transactions, Negotiations and Agreements.
Item 5 of the
Schedule TO is hereby amended and supplemented as follows:
(e)
Agreements Involving the
Subject Company’s Securities
.
Agreements Relating to the Old Debentures
The Company
entered into the following agreement relating to the Old Debentures (which is
filed as an exhibit to this Amendment): Indenture, dated as of December 22,
2003, between the Company and The Bank of New York, as trustee. A summary of material provisions relating to
the Old Debentures can be found in the Prospectus under the section captioned “Summary”
(more specifically, under the subsection captioned “Summary of Differences
Between the Old Debentures and the New Notes”) and is incorporated herein by
this reference.
Agreements Relating to Other Debentures
The Company
entered into the following agreements relating to its 6% Convertible
Subordinated Debentures due 2028 (each of which is filed as an exhibit to this
Amendment): (a) Indenture, dated as of February 10, 1998, by and
between the Company and The Bank of New York, as trustee; and (b) Preferred
Securities Guarantee Agreement, dated as of February 10, 1998, by and
between the Company and The Bank of New York, as preferred guarantee
trustee. Material provisions relating to
the 6% Convertible Subordinated Debentures can be found in the Company’s
Registration Statement on Form S-4, filed on April 9, 1998, under the
section captioned “Description of Fleetwood Capital Stock” and are incorporated
herein by this reference.
Other Agreements
Certain of the
Company’s directors and employees are parties to equity compensation plans
relating to the Company’s common stock (each of which is filed as an exhibit to
this Amendment). Moreover, certain of
the Company’s executive officers are parties to executive employment agreements
that include awards of the Company’s common stock (each of which is filed as an
exhibit to this Amendment). Material
provisions relating to these agreements can be found in the Company’s Proxy
Statement on Schedule 14A, filed with the SEC on August 18, 2008, under
the sections captioned “Compensation Discussion and Analysis” and “Director and
Executive Officer Compensation” and are incorporated herein by this reference.
Capital Stock
The Company
entered into the following agreements relating to its capital stock (each of which
is filed as an exhibit to this Amendment): (a) Amended and Restated Stock
Purchase Agreement dated as of May 12, 2008 among Fleetwood Enterprises, Inc.,
Fleetwood Holdings, Inc., FTCA, LLC and FTCA Real Estate, LLC; (b) Amended
and Restated Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock; and (c) Amended and Restated
Declaration of Trust of Fleetwood Capital Trust dated as of February 10,
1998, by and among Fleetwood Enterprises, Inc. and individual trustees of
the Trust. The information set forth in
the Prospectus in the sections entitled “The Exchange Offer” and “Description
of Capital Stock,” and in the related letter of transmittal, is incorporated
herein by reference in response to this item.
Item 8. Interest
in the Securities of the Subject Company.
Item 8 is
hereby amended and supplemented as follows:
(a)
Securities Ownership
.
To the knowledge of the
Company, none of its directors, executive officers or controlling persons,
or any of their affiliates, beneficially own any of the Old Debentures.
(b)
Securities
Transactions
.
Neither the Company nor any
of its subsidiaries nor, to the Company’s knowledge, any of its directors,
executive officers or controlling persons, nor any affiliates of the foregoing,
have engaged in any transaction in the Old Debentures during the 60 days prior
to the date hereof.
Item 10. Financial Statements.
(a)
Financial
Information.
The following financial statements and financial information are
incorporated herein by reference:
(1) The audited financial statements as
of April 27, 2008 and April 29, 2007 and each of the three years in
the period ended April 27, 2008 and the unaudited financial statements as
of July 27, 2008 and the thirteen week periods ended July 27, 2008
and July 29, 2007 set forth in the Company’s Current Report on Form 8-K
filed on November 28, 2008.
(2) The information set forth in the
Prospectus in the section entitled “Ratios of Earnings to Fixed Charges.”
(3) At July 27, 2008, the book value
per share of the Company’s common stock was $1.26.
(b)
Pro
Forma.
The pro forma financial statements of the Company included in the
Prospectus under the section entitled “Unaudited Pro Forma Condensed
Consolidated Financial Statements”) are incorporated by reference in answer to
Item 10(b) of this Schedule TO.
Item 12. Exhibits.
Item 12 is
hereby amended and supplemented as follows:
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
(a)(1)(A)
|
|
Prospectus
(incorporated herein by reference to the Registration Statement on
Form S-4 filed on October 30, 2008).
|
2
|
(a)(1)(B)
|
|
Form of
Letter of Transmittal (incorporated herein by reference to Exhibit 99.1
to the Registration Statement on Form S-4 filed on October 30,
2008).
|
|
|
|
|
|
(a)(1)(C)
|
|
Form of
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (incorporated herein by reference to Exhibit 99.2 to the
Registration Statement on Form S-4 filed on October 30, 2008).
|
|
|
|
|
|
(a)(1)(D)
|
|
Form of
Notice of Guaranteed Delivery (incorporated herein by reference to
Exhibit 99.3 to the Registration Statement on Form S-4 filed on
October 30, 2008).
|
|
|
|
|
|
(a)(1)(E)
|
|
Form of
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
(incorporated herein by reference to Exhibit 99.4 to the Registration
Statement on Form S-4 filed on October 30, 2008).
|
|
|
|
|
|
(a)(1)(F)
|
|
Form of
Letter to Clients (incorporated herein by reference to Exhibit 99.5 to
the Registration Statement on Form S-4 filed on October 30, 2008).
|
|
|
|
|
|
(a)(5)(A)
|
|
Press
Release dated October 30, 2008 (filed on Form 8-K on
October 30, 2008 pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 13e-4 under the Securities
Exchange Act of 1934.
|
|
|
|
|
|
(a)(5)(B)
|
|
Press
Release dated November 6, 2008 (filed on Form 8-K on November 6, 2008 pursuant
to Rule 425 under the Securities Act of 1933 and deemed filed pursuant
to Rule 13e-4(c) under the Securities Exchange Act of 1934).
|
|
|
|
|
|
(b)
|
|
Not
applicable.
|
|
|
|
|
|
(d)(1)
|
|
Form of
Indenture relating to 14% Senior Secured Notes due 2011, by and between
Fleetwood Enterprises, Inc. and an entity to be named, as Trustee
(incorporated herein by reference to Exhibit 4.10 to the Registration
Statement on Form S-4, as amended, filed on November 28, 2008).
|
|
|
|
|
|
(d)(2)
|
|
Form of
Senior Secured Note due 2011 (included in Exhibit (d)(1)) (incorporated
herein by reference to Exhibit 4.11 to the Registration Statement on
Form S-4 filed on October 30, 2008).
|
|
|
|
|
|
(d)(3)
|
|
Amended and Restated Stock Purchase Agreement
dated as of May 12, 2008 among Fleetwood Enterprises, Inc.,
Fleetwood Holdings, Inc., FTCA, LLC, and FTCA Real Estate, LLC
(incorporated herein by reference to Exhibit 2.1 to our Current Report
on Form 8-K filed on May 16, 2008).
|
|
|
|
|
|
(d)(4)
|
|
Amended Certificate of Designation, Preferences
and Rights of Series A Junior Participating Preferred Stock
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 29, 2001).
|
|
|
|
|
|
(d)(5)
|
|
Amended and Restated Declaration of Trust of
Fleetwood Capital Trust dated as of February 10, 1998, by and among
Fleetwood Enterprises, Inc. and individual trustees of the Trust
(incorporated herein by reference to our Registration Statement on
Form S-4 filed on April 9, 1998).
|
|
|
|
|
|
(d)(6)
|
|
Form of employment agreement between
Fleetwood and senior executive officers (incorporated herein by reference to
our Annual Report on Form 10-K for the year ended April 29, 2001).
|
|
|
|
|
|
(d)(7)
|
|
Form of employment agreement re: change in
control between Fleetwood and senior officers (incorporated herein by
reference to our Annual Report on Form 10-K for the year ended
April 29, 2001).
|
3
|
(d)(8)
|
|
Amended and Restated Deferred Compensation Plan
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 28, 1996).
|
|
|
|
|
|
(d)(9)
|
|
Amended and Restated Supplemental Benefit Plan
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 28 1996).
|
|
|
|
|
|
(d)(10)
|
|
2005 Deferred Compensation Plan (incorporated
herein by reference to our Quarterly Report on Form 10-Q for the quarter
ended January 23, 2005).
|
|
|
|
|
|
(d)(11)
|
|
Amended and Restated Benefit Restoration Plan (incorporated
herein by reference to our Annual Report on Form 10-K for the year ended
April 28 1996).
|
|
|
|
|
|
(d)(12)
|
|
Amended and Restated 1992 Stock-Based Incentive
Compensation Plan (incorporated herein by reference to our Quarterly Report
on Form 10-Q for the quarter ended January 25, 2004).
|
|
|
|
|
|
(d)(13)
|
|
Amended and Restated 1992 Non-Employee Director
Stock Option Plan (incorporated herein by reference to our Quarterly Report
on Form 10-Q for the quarter ended January 25, 2004).
|
|
|
|
|
|
(d)(14)
|
|
Securities Purchase Agreement, dated as of
July 26, 2006 (incorporated herein by reference to our Current Report on
Form 8-K filed on July 28, 2006).
|
|
|
|
|
|
(d)(15)
|
|
Description of amendments to terms of certain
executive compensation (incorporated herein by reference to our Current
Report on Form 8-K filed on May 19, 2005).
|
|
|
|
|
|
(d)(16)
|
|
Description of amendments to terms of certain
executive compensation (incorporated herein by reference to our Current
Report on Form 8-K filed on December 17, 2004).
|
|
|
|
|
|
(d)(17)
|
|
Alternative Form of Non-Qualified Stock
Option Agreement for 1992 Stock-Based Incentive Compensation Plan
(incorporated by reference to our Current Report on Form 8-K filed on
September 16, 2004).
|
|
|
|
|
|
(d)(18)
|
|
Employment agreement between Fleetwood and Elden
L. Smith as of March 8, 2005 (incorporated herein by reference to our
Annual Report on Form 10-K for the year ended April 24, 2005).
|
|
|
|
|
|
(d)(19)
|
|
Description of Director cash compensation
(incorporated herein by reference to our Current Report on Form 8-K filed
on September 16, 2004).
|
|
|
|
|
|
(d)(20)
|
|
Elden L. Smith Stock Option Plan and Agreement
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 24, 2005).
|
|
|
|
|
|
(d)(21)
|
|
Form of Employment Agreement between
Fleetwood and certain senior executive officers, adopted July 2002
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 28, 2002).
|
|
|
|
|
|
(d)(22)
|
|
Form of Non-Qualified Stock Option Agreement
for 1992 Non-Employee Director Stock Option Plan (incorporated herein by
reference to our Current Report on Form 8-K filed on September 16,
2004).
|
|
|
|
|
|
(d)(23)
|
|
2002 Long-Term Performance Plan (incorporated
herein by reference to our Quarterly Report on Form 10-Q for the quarter
ended October 27, 2002).
|
4
|
(d)(24)
|
|
Form of Non-Qualified Stock Option Agreement
for 1992 Stock Incentive Compensation Plan (incorporated herein by reference
to our Current Report on Form 8-K filed on September 16, 2004).
|
|
|
|
|
|
(d)(25)
|
|
2005 Senior Executive Short-Term Incentive
Compensation Plan (incorporated herein by reference to Exhibit A to our
Definitive Proxy Statement filed on August 12, 2005).
|
|
|
|
|
|
(d)(26)
|
|
Amendment to Amended and Restated 1992 Stock-Based
Incentive Compensation Plan (incorporated herein by reference to our Current
Report on Form 8-K filed on June 15, 2006).
|
|
|
|
|
|
(d)(27)
|
|
Fleetwood Enterprises, Inc. 2007 Stock
Incentive Plan (incorporated herein by reference to our Current Report on
Form 8-K filed on September 19, 2007).
|
|
|
|
|
|
(d)(28)
|
|
Fleetwood Enterprises, Inc. Form of
Restricted Stock Award Agreement dated September 13, 2007 (incorporated
herein by reference to our Current Report on Form 8-K filed on
September 19, 2007).
|
|
|
|
|
|
(d)(29)
|
|
Form of executive officer employment
agreement (incorporated herein by reference to our Current Report on
Form 8-K filed on January 24, 2007).
|
|
|
|
|
|
(d)(30)
|
|
Form of executive officer employment
agreement (amending 2001 form) (incorporated herein by reference to Exhibit 10.1
in our Current Report on Form 8-K filed on November 16, 2007).
|
|
|
|
|
|
(d)(31)
|
|
Form of executive officer employment
agreement (amending post-2001 form) (incorporated herein by reference to
Exhibit 10.2 in our Current Report on Form 8-K filed on November 16,
2007).
|
|
|
|
|
|
(d)(32)
|
|
Form of executive officer change-in-control
agreement (incorporated herein by reference to Exhibit 10.3 in our
Current Report on Form 8-K filed on November 16, 2007).
|
|
|
|
|
|
(g)
|
|
Not
applicable.
|
|
|
|
|
|
(h)
|
|
Not
applicable.
|
5
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment to Schedule TO is true, complete and
correct.
|
|
FLEETWOOD
ENTERPRISES, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Elden L.
Smith
|
|
|
|
Elden L. Smith
|
|
|
|
President
and Chief Executive Officer
|
|
|
|
|
|
|
Date:
November 26, 2008
|
Index to Exhibits
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
(a)(1)(A)
|
|
Prospectus
(incorporated herein by reference to the Registration Statement on
Form S-4 filed on October 30, 2008).
|
|
|
|
|
|
(a)(1)(B)
|
|
Form of
Letter of Transmittal (incorporated herein by reference to Exhibit 99.1
to the Registration Statement on Form S-4 filed on October 30,
2008).
|
|
|
|
|
|
(a)(1)(C)
|
|
Form of
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (incorporated herein by reference to Exhibit 99.2 to the Registration
Statement on Form S-4 filed on October 30, 2008).
|
|
|
|
|
|
(a)(1)(D)
|
|
Form of
Notice of Guaranteed Delivery (incorporated herein by reference to
Exhibit 99.3 to the Registration Statement on Form S-4 filed on
October 30, 2008).
|
|
|
|
|
|
(a)(1)(E)
|
|
Form of
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees (incorporated herein by reference to Exhibit 99.4 to the
Registration Statement on Form S-4 filed on October 30, 2008).
|
|
|
|
|
|
(a)(1)(F)
|
|
Form of
Letter to Clients (incorporated herein by reference to Exhibit 99.5 to
the Registration Statement on Form S-4 filed on October 30, 2008).
|
|
|
|
|
|
(a)(5)(A)
|
|
Press
Release dated October 30, 2008 (filed on Form 8-K on
October 30, 2008 pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 13e-4 under the Securities
Exchange Act of 1934.
|
|
|
|
|
|
(a)(5)(B)
|
|
Press
Release dated November 6, 2008 (filed on Form 8-K on November 6, 2008 pursuant
to Rule 425 under the Securities Act of 1933 and deemed filed pursuant
to Rule 13e-4(c) under the Securities Exchange Act of 1934).
|
|
|
|
|
|
(b)
|
|
Not
applicable.
|
|
|
|
|
|
(d)(1)
|
|
Form of
Indenture relating to 14% Senior Secured Notes due 2011, by and between
Fleetwood Enterprises, Inc. and an entity to be named, as Trustee
(incorporated herein by reference to Exhibit 4.10 to the Registration
Statement on Form S-4, as amended, filed on November 28, 2008).
|
|
|
|
|
|
(d)(2)
|
|
Form of
Senior Secured Note due 2011 (included in Exhibit (d)(1)) (incorporated
herein by reference to Exhibit 4.11 to the Registration Statement on
Form S-4 filed on October 30, 2008).
|
|
|
|
|
|
(d)(3)
|
|
Amended and Restated Stock Purchase Agreement
dated as of May 12, 2008 among Fleetwood Enterprises, Inc.,
Fleetwood Holdings, Inc., FTCA, LLC, and FTCA Real Estate, LLC (incorporated
herein by reference to Exhibit 2.1 to our Current Report on
Form 8-K filed on May 16, 2008).
|
|
|
|
|
|
(d)(4)
|
|
Amended Certificate of Designation, Preferences
and Rights of Series A Junior Participating Preferred Stock
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 29, 2001).
|
|
|
|
|
|
(d)(5)
|
|
Amended and Restated Declaration of Trust of
Fleetwood Capital Trust dated as of February 10, 1998, by and among
Fleetwood Enterprises, Inc. and individual trustees of the Trust
(incorporated herein by reference to our Registration Statement on
Form S-4 filed on April 9, 1998).
|
|
(d)(6)
|
|
Form of employment agreement between
Fleetwood and senior executive officers (incorporated herein by reference to
our Annual Report on Form 10-K for the year ended April 29, 2001).
|
|
|
|
|
|
(d)(7)
|
|
Form of employment agreement re: change in
control between Fleetwood and senior officers (incorporated herein by
reference to our Annual Report on Form 10-K for the year ended
April 29, 2001).
|
|
|
|
|
|
(d)(8)
|
|
Amended and Restated Deferred Compensation Plan
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 28, 1996).
|
|
|
|
|
|
(d)(9)
|
|
Amended and Restated Supplemental Benefit Plan
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 28 1996).
|
|
|
|
|
|
(d)(10)
|
|
2005 Deferred Compensation Plan (incorporated
herein by reference to our Quarterly Report on Form 10-Q for the quarter
ended January 23, 2005).
|
|
|
|
|
|
(d)(11)
|
|
Amended and Restated Benefit Restoration Plan
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 28 1996).
|
|
|
|
|
|
(d)(12)
|
|
Amended and Restated 1992 Stock-Based Incentive
Compensation Plan (incorporated herein by reference to our Quarterly Report
on Form 10-Q for the quarter ended January 25, 2004).
|
|
|
|
|
|
(d)(13)
|
|
Amended and Restated 1992 Non-Employee Director
Stock Option Plan (incorporated herein by reference to our Quarterly Report
on Form 10-Q for the quarter ended January 25, 2004).
|
|
|
|
|
|
(d)(14)
|
|
Securities Purchase Agreement, dated as of
July 26, 2006 (incorporated herein by reference to our Current Report on
Form 8-K filed on July 28, 2006).
|
|
|
|
|
|
(d)(15)
|
|
Description of amendments to terms of certain
executive compensation (incorporated herein by reference to our Current
Report on Form 8-K filed on May 19, 2005).
|
|
|
|
|
|
(d)(16)
|
|
Description of amendments to terms of certain
executive compensation (incorporated herein by reference to our Current
Report on Form 8-K filed on December 17, 2004).
|
|
|
|
|
|
(d)(17)
|
|
Alternative Form of Non-Qualified Stock
Option Agreement for 1992 Stock-Based Incentive Compensation Plan
(incorporated by reference to our Current Report on Form 8-K filed on
September 16, 2004).
|
|
|
|
|
|
(d)(18)
|
|
Employment agreement between Fleetwood and Elden
L. Smith as of March 8, 2005 (incorporated herein by reference to our
Annual Report on Form 10-K for the year ended April 24, 2005).
|
|
|
|
|
|
(d)(19)
|
|
Description of Director cash compensation
(incorporated herein by reference to our Current Report on Form 8-K
filed on September 16, 2004).
|
|
|
|
|
|
(d)(20)
|
|
Elden L. Smith Stock Option Plan and Agreement
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 24, 2005).
|
|
|
|
|
|
(d)(21)
|
|
Form of Employment Agreement between
Fleetwood and certain senior executive officers, adopted July 2002
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 28, 2002).
|
2
|
(d)(22)
|
|
Form of Non-Qualified Stock Option Agreement
for 1992 Non-Employee Director Stock Option Plan (incorporated herein by
reference to our Current Report on Form 8-K filed on September 16,
2004).
|
|
|
|
|
|
(d)(23)
|
|
2002 Long-Term Performance Plan (incorporated
herein by reference to our Quarterly Report on Form 10-Q for the quarter
ended October 27, 2002).
|
|
|
|
|
|
(d)(24)
|
|
Form of Non-Qualified Stock Option Agreement
for 1992 Stock Incentive Compensation Plan (incorporated herein by reference
to our Current Report on Form 8-K filed on September 16, 2004).
|
|
|
|
|
|
(d)(25)
|
|
2005 Senior Executive Short-Term Incentive
Compensation Plan (incorporated herein by reference to Exhibit A to our
Definitive Proxy Statement filed on August 12, 2005).
|
|
|
|
|
|
(d)(26)
|
|
Amendment to Amended and Restated 1992 Stock-Based
Incentive Compensation Plan (incorporated herein by reference to our Current
Report on Form 8-K filed on June 15, 2006).
|
|
|
|
|
|
(d)(27)
|
|
Fleetwood Enterprises, Inc. 2007 Stock
Incentive Plan (incorporated herein by reference to our Current Report on
Form 8-K filed on September 19, 2007).
|
|
|
|
|
|
(d)(28)
|
|
Fleetwood Enterprises, Inc. Form of
Restricted Stock Award Agreement dated September 13, 2007 (incorporated
herein by reference to our Current Report on Form 8-K filed on
September 19, 2007).
|
|
|
|
|
|
(d)(29)
|
|
Form of executive officer employment
agreement (incorporated herein by reference to our Current Report on
Form 8-K filed on January 24, 2007).
|
|
|
|
|
|
(d)(30)
|
|
Form of executive officer employment
agreement (amending 2001 form) (incorporated herein by reference to
Exhibit 10.1 in our Current Report on Form 8-K filed on
November 16, 2007).
|
|
|
|
|
|
(d)(31)
|
|
Form of executive officer employment
agreement (amending post-2001 form) (incorporated herein by reference to
Exhibit 10.2 in our Current Report on Form 8-K filed on
November 16, 2007).
|
|
|
|
|
|
(d)(32)
|
|
Form of executive officer change-in-control
agreement (incorporated herein by reference to Exhibit 10.3 in our
Current Report on Form 8-K filed on November 16, 2007).
|
|
|
|
|
|
(g)
|
|
Not
applicable.
|
|
|
|
|
|
(h)
|
|
Not
applicable.
|
3
Fleetwood Enterprise (NYSE:FLE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Fleetwood Enterprise (NYSE:FLE)
Historical Stock Chart
From Jul 2023 to Jul 2024
