- Current report filing (8-K)
December 12 2008 - 1:00PM
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): December 8, 2008
FLEETWOOD
ENTERPRISES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of incorporation)
|
001-7699
(Commission
File No.)
|
95-1948322
(IRS
Employer Identification No.)
|
3125
Myers Street, Riverside, California 92503-5527
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (951) 351-3500
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:
x
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR240.14d-2(b))
x
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c))
Item
3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard
On December 8, 2008, Fleetwood
Enterprises Inc. (the “Company”) received formal notification from NYSE
Regulation, Inc. that it is not in compliance with the NYSE’s continued
listing standard requirements that it maintain a market capitalization of at
least $25 million over a 30 trading-day period, and that it have, at a minimum,
either a $75 million average market capitalization or $75 million in
stockholders’ equity as required by Section 802.01B of the NYSE Listed Company
Manual. The Company is pursuing various solutions to satisfy the continued
listing standards, including the successful completion of the exchange offer as
reported in Item 8.01 below, and in addition the Company is continuing to
develop and implement ongoing restructuring initiatives to improve operations
and further reduce costs.
As previously disclosed in the
Company’s Form 8-K filed on November 3, 2008, NYSE Regulation, Inc. earlier
notified the Company that it was not in compliance with the $1.00 average share
price continued listing standard, and the Company had previously notified the
NYSE of its intent to cure that deficiency.
On December 12, 2008, the Company
issued a press release, which is attached hereto as Exhibit 99.1 and
incorporated by reference herein, announcing the successful completion of the
exchange offer, launched on October 30, 2008, to issue Fleetwood’s new 14%
senior secured notes and shares of its common stock in exchange for its existing
$100 million principal amount of 5% convertible senior subordinated debentures
and relating to the matters described in Item 3.01 above
.
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits
|
Exhibit
No.
|
|
Description
|
|
|
99.1
|
|
Press
Release dated December 12, 2008.
|
|
SIGNATURE
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.
|
|
|
FLEETWOOD
ENTERPRISES, INC.
|
|
Date:
December 12, 2008
|
|
BY:
/s/ Leonard J.
McGill
Leonard
J. McGill
Senior
Vice President, Corporate Development, General Counsel and
Secretary
|
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
|
|
99.1
|
|
Press
Release dated December 12, 2008.
|
|
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