Fleetwood Enterprises Inc/DE/ - Amended Securities Registration (section 12(b)) (8-A12B/A)
20 Junho 2008 - 6:25PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12 (b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
FLEETWOOD
ENTERPRISES, INC.
(Exact Name of Registrant as
Specified in its Charter)
Delaware
(State of Incorporation or Organization)
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95-1948322
(IRS Employer Identification No.)
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3125
Myers Street, Riverside, California
(Address of Principal Executive Offices)
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92503-5527
(Zip Code)
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If this form relates to
the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box.
x
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If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following box.
o
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Securities Act registration statement file
number to which this form relates: None
Securities to be registered pursuant to Section 12(b) of
the Act:
Title of Each Class
to be so Registered
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Name of Each Exchange on which
Each Class is to be Registered
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Preferred Stock Purchase
Rights
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New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of
the Act: None
Fleetwood Enterprises, Inc. (the Company) hereby
amends its registration statement on Form 8-A filed with the Securities
and Exchange Commission on October 28, 1998, and subsequently amended on
January 21, 2003, as follows:
Item
1. Description of Registrants
Securities to be Registered.
On June 19, 2008, the
Board of Directors of the Company, acting through an authorized committee of
the Board, approved and adopted Amendment No. 3 to its Rights Agreement
(the Amendment), dated as of September 15, 1998, by and 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.) as Rights Agent (the Rights Agent). The Amendment
amends the Rights Agreement, dated as of September 15, 1998, previously
amended as of December 31, 2002, and amended as of April 30, 2001, between
the Company and the Rights Agent (as so amended, the Rights Agreement).
The Amendment amends the
definition of Acquiring Person in the Rights Agreement to permit any person
to be or become the beneficial owner of common stock of the Company (Common
Stock) of up to 17
1
/
2
% of the shares of Common
Stock then outstanding without becoming an Acquiring Person.
The Amendment also effects
certain technical clarifications and corrections to Sections 1, 21 and adds new
Section 35 providing for a force majeure provision.
The summary of the Amendment
contained herein is qualified by reference in its entirety to the complete copy
of the Amendment filed as Exhibit 4 hereto and incorporated herein by
reference.
2
Item
2. Exhibits.
EXHIBIT NO.
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DESCRIPTION
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1
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Rights Agreement dated as of September 15, 1998, by and between the
Company and BankBoston, N.A., as Rights Agent.*
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2
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Amendment to Rights Agreement, dated as of April 30, 2001, by
and among the Company and Fleet National Bank, N.A., as Rights Agent.**
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3
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Amendment No. 2 to Rights Agreement, dated as of
December 31, 2002, by and among the Company and EquiServe Trust Company,
N.A., as Rights Agent.***
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4
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Amendment No. 3 to Rights Agreement, dated as of June 19, 2008, by
and among the Company and Computershare Trust Company, N.A., as Rights
Agent.****
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*
Incorporated by
reference to Exhibit 99.1 to the Companys Registration Statement on Form 8-A
filed October 28, 1998.
**
Incorporated by
reference to Exhibit 99.1 to the Companys Form 8-K filed May 30,
2001.
***
Incorporated by
reference to Exhibit 4.1 to the Companys Form 8-K filed January 20,
2003.
****
Incorporated by reference to
Exhibit 4.1 to the Companys Form 8-K filed June 20, 2008.
3
SIGNATURE
Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the Registrant has
duly caused this registration statement 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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By:
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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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4
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