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Fleetwood to Acquire HomeUSA, Inc., Agrees to Modify Retail Venture With Pulte

18 February 1998

Fleetwood to Acquire HomeUSA, Inc., Agrees to Modify Retail Venture With Pulte

    RIVERSIDE, Calif., Feb. 17 -- Fleetwood Enterprises, Inc.
, the nation's leading producer of manufactured housing and
recreational vehicles, today announced that it has entered into a definitive
agreement to acquire HomeUSA, Inc. , the leading independent
national retailer of manufactured homes.
    Under the agreement, each share of HomeUSA Common stock will be converted
into the right to receive $10.25, payable at the election of the holder in
cash or Fleetwood Common stock, for an aggregate purchase price of
approximately $162 million.  The Fleetwood stock will be valued at an average
price for the ten trading days ending on the tenth day prior to the closing,
and the aggregate cash payment by Fleetwood will not exceed 49 percent of the
total purchase price.  The acquisition is expected to close in Fleetwood's
fiscal quarter ending July 31, 1998, subject to certain conditions including
approval by HomeUSA shareholders.  Fleetwood and HomeUSA have also agreed in
principle that HomeUSA will develop and construct new retail outlets for
Fleetwood in the period preceding the closing on a fee basis.
    HomeUSA was founded in 1996 to pursue opportunities in the consolidation
of manufactured housing retailers.  Its nine founding companies had 1996
proforma revenues of $202.3 million and 1996 proforma net income of $6.9
million, and include Universal Housing, Jackson, TN; AAA Homes, Hattiesburg,
MS; Patrick Home Center, Corinth, MS; McDonald Mobile Homes, Tulsa, OK; Mobile
World, San Antonio, TX; First American Homes, Dothan, AL; Cooper's Mobile
Homes, Wenatchee, WA; Home Folks Housing Center, Owensboro, KY; and WillMax
Homes, Colorado Springs, CO.
    "The HomeUSA acquisition establishes Fleetwood as a major force in the
manufactured housing retail sector," stated Glenn F. Kummer, Chairman of the
Board and Chief Executive Officer of the Company.  "We are delighted with this
new relationship and the outstanding group of retailers assembled by HomeUSA,
and see this as a major step in our goal of becoming a vertically integrated
manufactured housing company.  At the same time, Fleetwood will continue to
market its homes through its independent retailer network, and this purchase
will not affect our ongoing independent relationships."
    The Company also announced that it has agreed to purchase Pulte
Corporation's 51 percent interest in Expression Homes, Inc., a venture formed
in 1997 by Fleetwood and Pulte to engage in the manufactured housing retail
business, in order to consolidate Expression's retail operations with those of
HomeUSA.  Both Expression and HomeUSA are currently engaged in the acquisition
of existing retail locations and in developing new "greenfield" sales
locations.  Fleetwood and Pulte will continue to cooperate on manufactured
housing and development matters.  The Company has also agreed to purchase
Pulte's manufactured housing sales location in Raleigh, NC.  Terms of the
purchase were not disclosed.
    "Expression Homes has quickly become a significant force in manufactured
housing retailing," Kummer continued.  "We appreciate Pulte's willingness to
modify our Expression Homes relationship as our retail strategy has changed to
adapt to current retail market conditions.  We value our relationship with
Pulte and look forward to continuing to work with them on projects of mutual
interest,"  Kummer concluded.

SOURCE  Fleetwood Enterprises, Inc.