Fleetwood Enterprises Inc/DE/ - Current report filing (8-K)
20 Junho 2008 - 6:24PM
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)
June 19, 2008
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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
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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):
o
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 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
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Entry
into a Material Definitive Agreement.
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Effective June 19,
2008, Fleetwood Enterprises, Inc. (the Company) entered into an
amendment (the Amendment ) to its Rights Agreement, dated as of September 15,
1998, previously amended as of December 31, 2002, and amended as of
April 30, 2001 (collectively, the Rights Agreement ), between the
Company and Computershare Trust Company, N.A., f/k/a EquiServe Trust Company,
N.A. successor rights agent to Fleet National Bank, f/k/a BankBoston, N.A., a
national banking association (the Rights Agent ).
The Amendment amends the
definition of Acquiring Person to permit any person to be or become the
beneficial owner of common stock of the Company of up to 17
1
/
2
% of the shares of common stock then
outstanding without becoming an Acquiring Person (as defined in the Rights
Agreement) and thus triggering the Rights Agreement. The Amendment also effects certain technical
clarifications and corrections to Sections 1, 21 and adds new Section 35
providing for a force majeure provision.
A copy of the Amendment
is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
The foregoing description of the Rights Plan and the Amendment is qualified in its
entirety by reference to those documents.
Item 3.03
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Material
Modification to Rights of Security Holders.
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As indicated under
Item 1.01 above, the Company and the Rights Agent have entered into the
Amendment. The Amendment modifies
certain rights of holders of the Rights issued under the Rights Plan. The
description of such modifications contained in Item 1.01 is incorporated
herein by reference.
Item 9.01
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Financial
Statements and Exhibits
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Exhibit No.
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Exhibit Description
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4.1
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Amendment
No. 3 to Rights Agreement dated as of September 15, 1998, by and
among the Company and Computershare Trust Company, N.A., as Rights Agent.
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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: June 20,
2008
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/s/ Leonard J. McGill
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Leonard J. McGill
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Senior Vice President,
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General Counsel and
Secretary
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3
Exhibit No.
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Exhibit Description
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4.1
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Amendment
No. 3 to Rights Agreement dated as of September 15, 1998, by and
among the Company and Computershare Trust Company, N.A., as Rights Agent.
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4
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