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Certificate of Incorporation
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Fleetwood
As referenced in this Registration Rights Agreement:
Fleetwood Enterprises, Inc –
EX-10.1 4 a03-6492_1ex10d1.htm EX-10.1
Exhibit 10.1
Registration Rights Agreement
between
Fleetwood Enterprises, Inc .
and
Lehman Brothers Inc.
Dated as of December 22, 2003
TABLE OF CONTENTS
1.
Definitions.
2.
Shelf Registration.
3.
Additional Amounts.
4.
Registration Procedures.
5.
Registration Expenses.
6.
Indemnification _____________
Fleetwood Enterprises, Inc – Shelf Registration.
3.
Additional Amounts.
4.
Registration Procedures.
5.
Registration Expenses.
6.
Indemnification and Contribution.
7.
Underwritten Offerings
8.
Miscellaneous.
Registration Rights Agreement, dated as of December 22, 2003, between Fleetwood Enterprises, Inc ., a Delaware corporation (together with any successor entity, herein referred to as the Company), and Lehman Brothers Inc. (the Initial Purchaser).
Pursuant to the Purchase Agreement, dated December 16, _____________
Fleetwood Enterprises, Inc – forth on the records of the registrar under the Indenture or the transfer agent of the Common Stock, as the case may be; and
22
(ii) if to the Company:
Fleetwood Enterprises, Inc .
3125 Myers Street
Riverside, California 92503
Attention: General Counsel
Fax: (909) 351-3776
Telephone: (909) 351-3500
With a copy to:
Gibson, Dunn & Crutcher LLP
4 Park Plaza
_____________
Fleetwood Enterprises, Inc – prior agreements and understandings between the parties with respect to such subject matter.
24
In Witness Whereof, the parties have executed this Agreement as of the date first written above.
Fleetwood Enterprises, Inc .
By
/s/ Edward B. Caudill
Name: Edward B. Caudill
Title: President and Chief Executive Officer
Lehman Brothers Inc.
By
/s/ John M. Welsh
Authorized Representative
John M. Welsh
Vice _____________
dt 1490937
;
BNY
As referenced in this Registration Rights Agreement:
Bank of New York, – As defined in Section 9(c) hereto.
Indemnified Holder: As defined in Section 6(a) hereto.
Indenture: The Indenture, dated as of December 16, 2003, between the Company and The Bank of New York, as trustee (the Trustee), pursuant to which the Debentures are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the _____________
dt 1006301
;
Lehman Brothers
As referenced in this Registration Rights Agreement:
Lehman Brothers Inc –
EX-10.1 4 a03-6492_1ex10d1.htm EX-10.1
Exhibit 10.1
Registration Rights Agreement
between
Fleetwood Enterprises, Inc.
and
Lehman Brothers Inc .
Dated as of December 22, 2003
TABLE OF CONTENTS
1.
Definitions.
2.
Shelf Registration.
3.
Additional Amounts.
4.
Registration Procedures.
5.
Registration Expenses.
6.
Indemnification and Contribution.
7.
Underwritten _____________
Lehman Brothers Inc – 8.
Miscellaneous.
Registration Rights Agreement, dated as of December 22, 2003, between Fleetwood Enterprises, Inc., a Delaware corporation (together with any successor entity, herein referred to as the Company), and Lehman Brothers Inc . (the Initial Purchaser).
Pursuant to the Purchase Agreement, dated December 16, 2003, between the Company and the Initial Purchaser (the Purchase Agreement), the Initial Purchaser has agreed to purchase _____________
Lehman Brothers Inc – parties have executed this Agreement as of the date first written above.
Fleetwood Enterprises, Inc.
By
/s/ Edward B. Caudill
Name: Edward B. Caudill
Title: President and Chief Executive Officer
Lehman Brothers Inc .
By
/s/ John M. Welsh
Authorized Representative
John M. Welsh
Vice President
_____________
dt 1008555
;
|
Cleary Gottlieb
As referenced in this Registration Rights Agreement:
Cleary Gottlieb – registered pursuant to the Shelf Registration Statement or the Additional Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, which shall be Cleary Gottlieb Steen & Hamilton, or such other counsel as may be chosen by a Majority of Holders for whose benefit the Shelf Registration Statement or the Additional Shelf Registration Statement, as _____________
dt 1007353
;
Gibson Dunn
As referenced in this Registration Rights Agreement:
Gibson, Dunn – 22
(ii) if to the Company:
Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
Attention: General Counsel
Fax: (909) 351-3776
Telephone: (909) 351-3500
With a copy to:
Gibson, Dunn & Crutcher LLP
4 Park Plaza
Irvine, California 92614
Attention: Mark W. Shurtleff, Esq.
Fax: (909) 475-4665
Telephone: (909) 451-3802
All such notices and communications shall be _____________
dt 1001341
|
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 | 2001 |
Registration Rights Agreement
Registration Rights Agreement (60K)
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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is made and entered into as of October 24, 2001 (this "AGREEMENT"), by and between Fleetwood Enterprises, Inc., a Delaware corporation (the "COMPANY"), and Acqua Wellington Private Placement Fund, Ltd., a company organized under the laws of the Commonwealth of the Bahamas (the "PURCHASER").
This Agreement is being entered into pursuant to the Purchase Agreement, dated as of the date hereof, by and between the Company and the Purchaser (the "PURCHASE AGREEMENT").
The Company and the Purchaser hereby agree as follows:
1. DEFINITIONS.
Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
"AFFILIATE" means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person. For the purposes of this definition, "CONTROL," when used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms of "AFFILIATED," "CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing.
"BLACKOUT PERIOD" shall have the meaning set forth in Section 3(n).
"BOARD" shall have the meaning set forth in Section 3(n).
"BUSINESS DAY" means any day except Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in the state of New York generally are authorized or required by law or other government actions to close.
"COMMISSION" means the Securities and Exchange Commission.
"COMMON SHARES" shall have the meaning set forth in the definition of "Registrable Securities."
"COMMON STOCK" means the Company's Common Stock, $1.00 par value.
"EFFECTIVENESS DATE" means with respect to the Registration Statement the earlier of (x) the 90th Business Day following the Closing Date, before which the Company will use its commercially reasonable best efforts to cause the registration statement to become effective and (y) the date which is within five (5) Business Days of the date on which the Commission informs
19 {Page}
the Company that the Commission (i) will not review the Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of the Registration Statement.
"EFFECTIVENESS PERIOD" shall have the meaning set forth in Section 2.
"EVENT" shall have the meaning set forth in Section 7(d).
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"FILING DATE" means the date the Registration Statement is filed which date shall be within twenty-one (21) days following the Closing Date.
"HOLDER" means the holder from time to time of Registrable Securities including, including without limitation, the Purchaser and its assignees.
"INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c).
"INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c).
"LIQUIDATED DAMAGES" shall have the meaning set forth in Section 7(d).
"LOSSES" shall have the meaning set forth in Section 5(a).
"NYSE" shall mean the New York Stock Exchange.
"PERIOD" shall have the meaning set forth in Section 3(n).
"PERSON" means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.
"PROCEEDING" means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.
"PROSPECTUS" means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference in such Prospectus.
"REGISTRABLE SECURITIES" means the shares of Common Stock issued pursuant to the Purchase Agreement (the "COMMON SHARES") and upon any stock split, stock dividend, recapitalization or similar event with respect to such Common Shares and any other securities issued in exchange of or replacement of the Registrable Securities; until in the case of any of the
20 {Page}
Common Shares (i) a Registration Statement covering such Common Share has been declared effective by the SEC; or (ii) such Common Share is sold in compliance with Rule 144 or may be sold pursuant to Rule 144(k) after which time such Common Share shall not be a Registrable Security.
"REGISTRATION STATEMENT" means the registration statement and any additional registration statements contemplated by Section 2, including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference in such registration statement.
"RULE 144" means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
"RULE 158" means Rule 158 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
"RULE 415" means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SPECIAL COUNSEL" means any special counsel to the Holders, for which the Holders will be reimbursed by the Company pursuant to Section 4.
389307
|
Fleetwood
As referenced in this Registration Rights Agreement:
Fleetwood
Enterprises, Inc – EXHIBIT 4.2
{TEXT}
{Page}
Exhibit 4.2
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is made and entered into
as of October 24, 2001 (this "AGREEMENT"), by and between Fleetwood
Enterprises, Inc ., a Delaware corporation (the "COMPANY"), and Acqua
Wellington Private Placement Fund, Ltd., a company organized under the laws
of the Commonwealth of the Bahamas (the "PURCHASER").
This Agreement is _____________
Fleetwood Enterprises, Inc – mailing, if
sent by nationally recognized overnight courier service or (iv) actual
receipt by the party to whom such notice is required to be given.
(x) if to the Company:
Fleetwood Enterprises, Inc .
3125 Myers Street
Riverside, CA 92503
Tel. No.: (909) 351-3500
Fax No.: (909) 351-3690
Attn: Forrest D. Theobald, General Counsel
with a copy to:
Gibson, Dunn & Crutcher _____________
FLEETWOOD ENTERPRISES, INC – 34
{Page}
IN WITNESS WHEREOF, the parties hereto have caused this
Registration Rights Agreement to be duly executed by their respective
authorized persons as of the date first indicated above.
FLEETWOOD ENTERPRISES, INC .
By: /s/ FORREST D. THEOBALD
------------------------------------
Name: Forrest D. Theobald
Title: Vice President
ACQUA WELLINGTON PRIVATE PLACEMENT
FUND, LTD.
By: /s/ RICHARD COLPRON
------------------------------------
Name: Richard Colpron
Title: Vice President
35
{ _____________
FLEETWOOD ENTERPRISES, INC – President
35
{Page}
EXHIBIT A
FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT
EquiServe
150 Royall Street
Mail Stop 45-02-62
Canton, MA 02021
Attn: Ms. Therese Collins
Re: FLEETWOOD ENTERPRISES, INC .
Ladies and Gentlemen:
We are counsel to Fleetwood Enterprises, Inc., a Delaware
corporation (the "COMPANY"), and have represented the Company in connection
with that certain Purchase Agreement (the "PURCHASE _____________
Fleetwood Enterprises, Inc – OF REGISTRATION STATEMENT
EquiServe
150 Royall Street
Mail Stop 45-02-62
Canton, MA 02021
Attn: Ms. Therese Collins
Re: FLEETWOOD ENTERPRISES, INC.
Ladies and Gentlemen:
We are counsel to Fleetwood Enterprises, Inc ., a Delaware
corporation (the "COMPANY"), and have represented the Company in connection
with that certain Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of
October __, 2001, by and between _____________
dt 1490963
;
Gibson Dunn
As referenced in this Registration Rights Agreement:
Gibson, Dunn – Company:
Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, CA 92503
Tel. No.: (909) 351-3500
Fax No.: (909) 351-3690
Attn: Forrest D. Theobald, General Counsel
with a copy to:
Gibson, Dunn & Crutcher LLP
4 Park Plaza
Irvine, CA 92614
Tel. No.: (949) 451-3802
Fax No.: (949) 451-4220
Attn: Mark W. Shurtleff
(y) if to the Purchaser:
Acqua Wellington _____________
dt 1483546
;
|
Jenkens
As referenced in this Registration Rights Agreement:
Jenkens & Gilchrist – P.O. Box SS-6238
Nassau, Bahamas
Tel. No.: (242) 394-2700
Fax No.: (242) 394-9667
Attn: Mr. Anthony L. M. Inder Rieden
with a copy to:
32
{Page}
Jenkens & Gilchrist Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
Tel. No.: (212) 704-6000
Fax No.: (212) 704-6288
Attn: Christopher S. Auguste
or to such _____________
dt 1549941
|
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Agreement
Agreement (25K)
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389181
|
Fleetwood
As referenced in this Agreement:
Fleetwood Enterprises, Inc – Amendment") dated as of December 31, 2002 amends that certain Rights Agreement, dated as September 15, 1998, as amended as of April 30, 2001 (the "Rights Agreement"), by and between Fleetwood Enterprises, Inc ., a Delaware corporation (the "Company") and EquiServe Trust Company, N.A., f/k/a Fleet National Bank, f/k/a BankBoston, N.A., a national banking association (the "Rights _____________
Fleetwood Enterprises, Inc – with Section 27 of the Rights Agreement.
IN WITNESS WHEREOF, the Company and the Rights Agent have executed this Amendment effective as of the date first above written.
The Company:
Fleetwood Enterprises, Inc .,
a Delaware corporation
By:
/s/ Forrest D. Theobald
Title:
Sr. Vice PresidentGeneral Counsel and Secretary
The Rights Agent:
EquiServe Trust Company, N.A.
(f/k/a Fleet National Bank)
( _____________
FLEETWOOD ENTERPRISES, INC – Bank)
(f/k/a BankBoston, N.A.),
a national banking association
By:
/s/ Katherine Anderson
Title:
Managing Director, Client Administration
EXHIBIT C
SUMMARY OF RIGHTS TO PURCHASE
PREFERRED STOCK
OF
FLEETWOOD ENTERPRISES, INC .
On September 15, 1998 (the "Rights Dividend Declaration Date") the Board of Directors of Fleetwood Enterprises, Inc. (the "Company") declared a dividend of one Right (a "Right") for each _____________
Fleetwood Enterprises, Inc – Director, Client Administration
EXHIBIT C
SUMMARY OF RIGHTS TO PURCHASE
PREFERRED STOCK
OF
FLEETWOOD ENTERPRISES, INC.
On September 15, 1998 (the "Rights Dividend Declaration Date") the Board of Directors of Fleetwood Enterprises, Inc . (the "Company") declared a dividend of one Right (a "Right") for each outstanding share of Company Common Stock to be distributed to stockholders of record at the close of _____________
dt 1490939
;
|
Fleet National
As referenced in this Agreement:
Fleet National Bank, – as amended as of April 30, 2001 (the "Rights Agreement"), by and between Fleetwood Enterprises, Inc., a Delaware corporation (the "Company") and EquiServe Trust Company, N.A., f/k/a Fleet National Bank, f/k/a BankBoston, N.A., a national banking association (the "Rights Agent"), and is made by and between the Company and the Rights Agent Capitalized terms used herein _____________
Fleet National Bank, – BankBoston, N.A. merged with and into Fleet Financial Group Inc. in October 1999; pursuant to this merger the name of the Rights Agent changed from BankBoston, N.A. to Fleet National Bank, f/k/a BankBoston, N.A., and the name has since been changed to EquiServe Trust Company, N.A.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. _____________
Fleet National Bank) – Company:
Fleetwood Enterprises, Inc.,
a Delaware corporation
By:
/s/ Forrest D. Theobald
Title:
Sr. Vice PresidentGeneral Counsel and Secretary
The Rights Agent:
EquiServe Trust Company, N.A.
(f/k/a Fleet National Bank)
(f/k/a BankBoston, N.A.),
a national banking association
By:
/s/ Katherine Anderson
Title:
Managing Director, Client Administration
EXHIBIT C
SUMMARY OF RIGHTS TO PURCHASE
PREFERRED STOCK
OF
_____________
Fleet National Bank, – of the Rights are set forth in a Rights Agreement ("Rights Agreement") dated as of September 15, 1998, between the Company and EquiServe Trust Company, N.A., f/k/a Fleet National Bank, f/k/a BankBoston, N.A., as Rights Agent (the "Rights Agent"), as amended by those certain amendments (the "Amendments"), dated as of April 30, 2001 and December 31, _____________
dt 1015278
|
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Subsidiaries of the Registrant
Subsidiaries of the Registrant (4K)
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389122
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Subsidiaries of the Registrant
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Subsidiaries of the Registrant
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389197
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Subsidiaries of the Registrant
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389322
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Subsidiaries of the Registrant
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