- Amended tender offer statement by Issuer (SC TO-I/A)
08 December 2008 - 10:27PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 2
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, NY 10166
(212) 351-4000
Calculation of Filing Fee
Transaction Valuation*
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Amount of Filing Fee**
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$100,000,000
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$3,930
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*
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 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 Registrants
Registration Statement on Form S-4 filed November 6, 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
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Filing Party: Fleetwood
Enterprises, Inc.
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Form or
Registration No.: Form S-4 333-155099
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Date
Filed: November 6, 2008
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£
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. 2 to the Tender Offer Statement on Schedule TO (this Amendment)
amends and supplements the Issuer Tender Offer Statement on Schedule TO filed
by Fleetwood Enterprises, Inc., a Delaware corporation (the Company), on
November 6, 2008, as amended (the Schedule TO). This Amendment relates to the Companys
offer to exchange (the Exchange Offer) shares of our common stock, par value
$0.01 per share (collectively, the Shares), for any and all of the Companys
currently outstanding 5% Convertible Senior Subordinated Debentures due 2023
(the 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
Companys Registration Statement (No. 333-155099) on Form S-4 filed with
the Securities and Exchange Commission (the SEC) on November 6, 2008 (as
amended on November 28, 2008, December 8, 2008 and as may be further amended
from time to time, the Registration Statement), the related Optional
Repurchase Right Company Notice and Letter of Transmittal, which are filed as
exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C) 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.
Items 1,
3, 4, 6, 7 and 9.
Items 1, 3, 4, 6, 7 and 9 of
the Schedule TO are amended and restated as follows:
The Company is
the issuer of the Debentures and is offering to purchase any and all of the
Debentures if validly tendered and accepted in accordance with the terms and
subject to the conditions set forth in the Prospectus and the related Letter of
Transmittal. The Company maintains its principal and executive offices at 3125
Myers Street, Riverside, CA, 92503, telephone: (951) 351-3500. As permitted by
General Instruction F to Schedule TO, all of the information set forth in the
Prospectus forming a part of the Registration Statement, as amended on December
8, 2008, and the related Letter of Transmittal, and any supplement or other
amendment thereto related to the Exchange Offer hereafter filed by the Company
with the SEC, is hereby incorporated by reference into the Schedule TO in
answer to Items 1, 3, 4, 6, 7 and 9 of the Schedule TO.
2
Item
10. Financial Statements.
Item 10 of the Schedule TO is
amended and restated as follows:
(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 Companys Current Report on
Form 8-K filed on November 28, 2008.
(2) The
unaudited financial statements as of October 26, 2008 and the
thirteen and twenty-six week periods ended October 26, 2008
and October 28, 2007, set forth in the Companys Quarterly Report on
Form 10-Q filed on December 4, 2008.
(3) The
information set forth in the Prospectus in the section entitled Ratios of
Earnings to Fixed Charges.
(4)
At October 26, 2008, the book value per share of the Companys common
stock was $0.53.
(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 the
Schedule TO.
Item 12.
Exhibits.
Item 12 of the Schedule TO is
amended and restated as follows:
Exhibit Number
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Description
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(a)(1)(A)
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Prospectus
(incorporated herein by reference to Amendment No. 2 to the Registration
Statement (No. 333-155099) on Form S-4 filed on December 8, 2008).
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3
(a)(1)(B)
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Form of
Optional Repurchase Right Company Notice (incorporated herein by reference to
Exhibit 99.6 to the Registration Statement on Form S-4 filed on
November 6, 2008).
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(a)(1)(C)
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Form of
Letter of Transmittal (incorporated herein by reference to Exhibit 99.1
to the Registration Statement on Form S-4 filed on November 6,
2008).
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(a)(1)(D)
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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 November 6, 2008).
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(a)(1)(E)
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Form of
Notice of Guaranteed Delivery (incorporated herein by reference to
Exhibit 99.3 to the Registration Statement on Form S-4 filed on
November 6, 2008).
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(a)(1)(F)
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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 November 6, 2008).
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(a)(1)(G)
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Form of
Letter to Clients (incorporated herein by reference to Exhibit 99.5 to
the Registration Statement on Form S-4 filed on November 6, 2008).
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(a)(5)(A)
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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(c) under the Securities Exchange Act of 1934, and incorporated
herein by this reference).
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(a)(5)(B)
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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, and incorporated herein by this reference).
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(a)(5)(C)
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Press
Release dated November 28, 2008 (filed on Form 8-K on
November 28, 2008 pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 13(e)-4(c) under the
Securities Exchange Act of 1934, and incorporated herein by this reference).
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(b)
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Not
applicable.
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(d)(1)
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Form of Indenture relating to 14% Senior Secured Notes due 2011, by
and between Fleetwood Enterprises, Inc., the Guarantors and Deutsche Bank
Trust Company Americas, as Trustee and Collateral Agent. (incorporated herein
by reference to Exhibit 4.10 of Amendment No. 3 to our Registration Statement
(No. 333-154840) on Form S-4 filed on December 8, 2008.)
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(d)(2)
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Form of
Senior Secured Note due 2011 (included in Exhibit (d)(1))
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(d)(3)
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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).
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(d)(4)
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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).
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(d)(5)
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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).
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(d)(6)
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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).
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(d)(7)
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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).
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4
(d)(8)
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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).
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(d)(9)
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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).
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(d)(10)
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2005 Deferred Compensation Plan (incorporated
herein by reference to our Quarterly Report on Form 10-Q for the quarter
ended January 23, 2005).
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(d)(11)
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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).
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(d)(12)
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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).
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(d)(13)
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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).
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(d)(14)
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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).
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(d)(15)
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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).
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(d)(16)
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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).
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(d)(17)
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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).
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(d)(18)
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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).
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(d)(19)
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Description of Director cash compensation
(incorporated herein by reference to our Current Report on Form 8-K
filed on September 16, 2004).
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(d)(20)
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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).
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(d)(21)
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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).
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(d)(22)
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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).
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(d)(23)
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2002 Long-Term Performance Plan (incorporated
herein by reference to our Quarterly Report on Form 10-Q for the quarter
ended October 27, 2002).
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5
(d)(24)
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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).
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(d)(25)
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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).
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(d)(26)
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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).
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(d)(27)
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Fleetwood Enterprises, Inc. 2007 Stock
Incentive Plan (incorporated herein by reference to our Current Report on
Form 8-K filed on September 19, 2007).
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(d)(28)
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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).
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(d)(29)
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Form of executive officer employment
agreement (incorporated herein by reference to our Current Report on
Form 8-K filed on January 24, 2007).
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(d)(30)
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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).
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(d)(31)
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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).
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(d)(32)
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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).
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(g)
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Not
applicable.
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(h)
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Not
applicable.
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Item
13. Information Required by Schedule 13E-3.
Not
applicable.
6
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.
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FLEETWOOD ENTERPRISES, INC.
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By:
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/s/ Elden L. Smith
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Elden L. Smith
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President and Chief
Executive Officer
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Date: December 5, 2008
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7
Index
to Exhibits
Exhibit Number
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Description
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(a)(1)(A)
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Prospectus
(incorporated herein by reference to the Registration Statement on
Form S-4 filed on November 6, 2008).
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(a)(1)(B)
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Form of
Optional Repurchase Right Company Notice (incorporated herein by reference to
Exhibit 99.6 to the Registration Statement on Form S-4 filed on
November 6, 2008).
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(a)(1)(C)
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Form of
Letter of Transmittal (incorporated herein by reference to Exhibit 99.1
to the Registration Statement on Form S-4 filed on November 6,
2008).
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(a)(1)(D)
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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 November 6, 2008).
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(a)(1)(E)
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Form of
Notice of Guaranteed Delivery (incorporated herein by reference to
Exhibit 99.3 to the Registration Statement on Form S-4 filed on
November 6, 2008).
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(a)(1)(F)
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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 November 6, 2008).
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(a)(1)(G)
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Form of
Letter to Clients (incorporated herein by reference to Exhibit 99.5 to
the Registration Statement on Form S-4 filed on November 6, 2008).
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(a)(5)(A)
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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(c) under the Securities Exchange Act of 1934, and
incorporated herein by this reference).
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(a)(5)(B)
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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, and incorporated herein by this reference).
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(a)(5)(C)
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Press
Release dated November 28, 2008 (filed on Form 8-K on
November 28, 2008 pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 13(e)-4(c) under the
Securities Exchange Act of 1934, and incorporated herein by this reference).
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(b)
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Not
applicable.
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(d)(1)
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Form of Indenture relating to 14% Senior Secured Notes due 2011, by
and between Fleetwood Enterprises, Inc., the Guarantors and Deutsche Bank
Trust Company Americas, as Trustee and Collateral Agent. (incorporated herein
by reference to Exhibit 4.10 of Amendment No. 3 to our Registration Statement
(No. 333-154840) on Form S-4 filed on December 8, 2008.)
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(d)(2)
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Form of
Senior Secured Note due 2011 (included in Exhibit (d)(1))
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(d)(3)
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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).
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(d)(4)
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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).
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(d)(5)
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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).
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(d)(6)
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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).
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(d)(7)
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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).
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8
(d)(8)
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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).
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(d)(9)
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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).
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(d)(10)
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2005 Deferred Compensation Plan (incorporated
herein by reference to our Quarterly Report on Form 10-Q for the quarter
ended January 23, 2005).
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(d)(11)
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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).
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(d)(12)
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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).
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(d)(13)
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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).
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(d)(14)
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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).
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(d)(15)
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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).
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(d)(16)
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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).
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(d)(17)
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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).
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(d)(18)
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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).
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(d)(19)
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Description of Director cash compensation
(incorporated herein by reference to our Current Report on Form 8-K
filed on September 16, 2004).
|
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(d)(20)
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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).
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(d)(21)
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|
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)
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|
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).
|
|
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(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).
|
9
(d)(24)
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|
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).
|
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(d)(25)
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|
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).
|
|
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(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).
|
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(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).
|
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(d)(28)
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|
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).
|
|
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|
(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).
|
|
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|
(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.
|
10
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