8-K

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 15, 2003

FLEETWOOD ENTERPRISES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-07699	95-1948322
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3125 Myers Street, Riverside, California		92503-5527
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:              (909) 351-3500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.  Other Events and Required FD Disclosure.

The following information and the exhibits relating thereto are furnished pursuant to Item 5 of this Current Report on Form 8-K:

On December 15, 2003, Fleetwood Enterprises, Inc. (the “Company”) issued a press release announcing its intention to offer, subject to market conditions, $80 million aggregate principal amount of convertible senior subordinated debentures due 2023 through an offering to qualified institutional buyers.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On December 17, 2003, the Company issued a press release announcing the pricing of its offering of $80 million aggregate principal amount of 5.00% Convertible Senior Subordinated Debentures due 2023, to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933.  A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

(c)Exhibits:

The following exhibits are filed with this report on Form 8-K:

Exhibit Number	Description of Exhibit
99.1	Press release of Fleetwood Enterprises, Inc. dated December 15, 2003.
99.2	Press release of Fleetwood Enterprises, Inc. dated December 17, 2003.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  December 17, 2003
	FLEETWOOD ENTERPRISES, INC.
	By:	/s/ Leonard J. McGill
	Name:		Leonard J. McGill
	Its:		Senior Vice President – Corporate Finance, Chief Governance Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press release of Fleetwood Enterprises, Inc. dated December 15, 2003.
99.2	Press release of Fleetwood Enterprises, Inc. dated December 17, 2003.

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EX-99.1

Exhibit 99.1

Fleetwood Announces Proposed $80 Million Convertible Senior Subordinated Debentures Offering

RIVERSIDE, Calif., Dec. 15 /PRNewswire-FirstCall/ — Fleetwood Enterprises, Inc. (NYSE: FLE), the nation’s leader in recreational vehicle sales and a leading producer and retailer of manufactured housing, today announced it intends to offer, subject to market conditions, $80 million of convertible senior subordinated debentures due 2023. Interest on the debentures would be payable semi-annually at a rate to be determined. The net proceeds from the offering are intended to be used to repay amounts outstanding under Fleetwood’s senior secured credit facility and for working capital and other general corporate purposes. The Company may also use a portion of the net proceeds, depending on market and other business conditions, to repurchase or redeem a portion of its convertible trust preferred securities.

The debentures would be convertible, at the option of the holder and prior to maturity, into shares of Fleetwood’s common stock at a conversion price to be determined, subject to conditions set out in the offering memorandum. Holders would be able to require Fleetwood to repurchase a portion of or all of the debentures at each of the fifth, tenth and fifteenth anniversaries of the date of issuance at a price equal to 100 percent of their principal amount plus accrued and unpaid interest and the Company could, at its option, elect to pay the repurchase price in cash, its common stock or a combination of cash and its common stock in the manner described in the offering memorandum. Fleetwood would have the option to redeem the debentures after the fifth anniversary of the date of issuance, in whole or in part, for cash, at a price equal to 100 percent of their principal amount plus accrued and unpaid interest. The Company expects to grant the initial purchaser of the offering a 30-day option to purchase up to an additional $20 million of the debentures.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any of these securities. The securities will not, at the time of the offering, be registered under the Securities Act of 1933, as amended, or any state securities laws, and are only being offered to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A. Unless so registered, the debentures and any common stock issued upon conversion of the debentures may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

For further information, please contact: Lyle Larkin, Vice President and Treasurer, +1-909-351-3535, or Kathy Munson, Director – Investor Relations, +1-909-351-3650, both of Fleetwood Enterprises, Inc.

SOURCE Fleetwood Enterprises, Inc.

CONTACT: Lyle Larkin, Vice President and Treasurer, +1-909-351-3535, or Kathy Munson, Director – Investor Relations, +1-909-351-3650, both of Fleetwood Enterprises, Inc.

Web site: http://www.fleetwood.com

EX-99.2

Exhibit 99.2

Fleetwood Enterprises, Inc. Prices $80 Million 5.00% Convertible Senior Subordinated Debentures Offering

RIVERSIDE, Calif., Dec 17, 2003 /PRNewswire-FirstCall via Comtex/ — Fleetwood Enterprises, Inc. (NYSE: FLE) announced today the pricing of its offering of $80 million aggregate principal amount of its 5.00% Convertible Senior Subordinated Debentures due December 15, 2023 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering of the debentures is expected to close on December 22, 2003. The Company has also granted the initial purchaser a 30-day option to purchase up to an additional $20 million principal amount of debentures.

Interest on the debentures will be payable semi-annually at the rate of 5.00%. The debentures will be convertible, under certain circumstances, into the Company’s common stock at an initial conversion rate of 85.0340 shares per $1,000 principal amount of debentures, equivalent to an initial conversion price of approximately $11.76 per share.

Holders of the debentures will have the ability to require the Company to repurchase the debentures, in whole or in part, on December 15, 2008, December 15, 2013 and December 15, 2018. The repurchase price will be 100% of the principal amount of the debentures plus accrued and unpaid interest. The Company may, at its option, elect to pay the repurchase price in cash, its common stock or a combination of cash and its common stock in the manner described in the offering memorandum. The Company will have the option to redeem the debentures after December 15, 2008, in whole or in part, for cash, at a price equal to 100 percent of the principal amount plus accrued and unpaid interest.

The Company plans to use the net proceeds of the offering to repay amounts outstanding under its senior secured credit facility and for working capital and other general corporate purposes. The Company may also use a portion of the net proceeds to, depending on market and other business conditions, repurchase or redeem a portion of its convertible trust preferred securities.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The securities will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

This press release contains forward-looking statements. These forward- looking statements include Fleetwood’s intention to raise proceeds through the offering and sale of the convertible senior subordinated debentures, the intended use of proceeds and the anticipated terms of such debentures. Actual results may differ materially from the results predicted or implied by the forward-looking statements. There can be no assurance that Fleetwood will complete the offering on the anticipated terms or at all. Fleetwood’s ability to complete the offering is subject to a number of risks and will depend, among other things, on market conditions. In addition, Fleetwood’s business is subject to risks. More information about the risks to which Fleetwood is subject is available in Fleetwood’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings made from time to time with the Securities and Exchange Commission. Special attention is directed to the portions of those documents entitled “Risk Factors.” Fleetwood undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

For further information, please contact: Lyle Larkin, Vice President, Treasurer, +1-909-351-3535, or Kathy A. Munson, Director-Investor Relations, +1-909-351-3650, both of Fleetwood Enterprises, Inc.

SOURCE Fleetwood Enterprises, Inc.

Lyle Larkin, Vice President, Treasurer, +1-909-351-3535, or Kathy A. Munson, Director-Investor Relations, +1-909-351-3650, both of Fleetwood Enterprises, Inc.