- Filing of certain prospectuses and communications in connection with business combination transactions (425)
October 30 2008 - 6:08AM
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):
October 29, 2008
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
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):
x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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x
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 1.01 Entry into
a Material Definitive Agreement.
Fleetwood
Enterprises, Inc.s (the Company) senior secured credit facility with a
syndicate of lenders led by Bank of America, as agent, was amended as of October 29,
2008 by a Ninth Amendment (the Ninth Amendment). The Ninth Amendment is filed herewith as Exhibit 10.1.
Pursuant
to the Ninth Amendment, the Company is permitted to exchange the existing 5%
convertible senior subordinated notes due 2023 for senior secured notes or
senior subordinated notes in principal amounts and on terms no less favorable
to the lenders than those as set forth in the Ninth Amendment. The Ninth
Amendment permits the senior secured notes to be secured by second priority
liens on real estate that constitutes collateral for the obligations under the
senior secured credit facility and first priority liens on additional real
estate that does not constitute collateral for the obligations under the senior
secured credit facility. The aggregate value of all real estate securing the
senior secured notes that does not constitute collateral for the obligations
under the senior secured credit facility at the time of the granting of the
lien thereon may not exceed the sum of $20 million and such amount as shall
have been notified to the agent under the senior secured credit facility and
applied to reduce the maximum real estate loan amount as defined therein.
The
Ninth amendment incorporates all covenants and events of default contemplated under
the senior secured notes so that any breach of a covenant under such senior
secured notes will constitute a default under the senior secured credit
facilities and any event of default under the senior secured notes will constitute
an event of default under the senior secured credit facility. Pursuant to the Ninth Amendment, subject to
certain exceptions, the Company will not be permitted to amend or otherwise
change the terms of the new notes to be issued.
As
of the effective date of the Ninth Amendment, the aggregate revolving
commitments thereunder were reduced from $160 million (or $185 million during
the period from December 1 to April 30 of each calendar year) to $135
million year round. Certain properties which secured the term loan will secure
revolving loans under the senior secured credit facility as boot collateral,
so that the aggregate value of all boot collateral
increases from
approximately $28 million to
not less than $37 million.
The
Ninth Amendment also provides for increases in interest rates and letter of
credit fees and replaces the fixed charge coverage ratio covenant with an
adjusted cash gain/loss covenant and a minimum liquidity covenant. The adjusted cash gain/loss covenant applies
if our average daily liquidity falls below $45 million for any calendar month
or if liquidity falls below $25 million on any one day. In the event that we do
not meet this minimum liquidity test, our EBITDA minus fixed charges may not
exceed certain loss thresholds which will vary over the remaining term of the
senior secured credit agreement.
2
Additionally, we are subject to a minimum liquidity covenant that
requires that liquidity not fall below $20 million for more than 3 consecutive
business days.
The foregoing description of the Ninth Amendment does not purport to be
complete and is qualified in its entirety by reference to the Ninth Amendment,
which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Item
8.01. Other Events.
On
October 30, 2008, the Company will file a Registration Statement on Form S-4
(the Registration Statement) and Schedule TO with respect to an offer (the Exchange
Offer) to exchange up to $103 million aggregate principal amount of our new
Senior Secured Notes due 2011 (New Notes) and up to 14,000,000 shares of
Fleetwood common stock, having an aggregate value up to $10.5 million (Shares),
for up to $100 million aggregate principal amount of the Companys outstanding
5% Convertible Senior Subordinated Debentures due 2023 (Old Debentures)
validly tendered and accepted in accordance with the terms and subject to the
conditions set forth in the related prospectus and letter of transmittal. The New Notes will be issued by the Company
and will be secured by first priority liens on real estate that does not constitute
collateral for the obligations under the senior secured credit facility and by second
priority liens on real estate that does constitute collateral under the senior
secured credit facility. In addition,
the New Notes will be guaranteed on an unsecured subordinated basis (the
Guarantees) by certain subsidiaries of the Company (collectively, the Guarantors). The Company and the Guarantors will be listed
as registrants on the Registration Statement.
The
registration of the Guarantees on the Registration Statement triggers certain
financial information disclosures concerning the Guarantors that are being
satisfied through this filing, which will be incorporated by reference into the
S-4 Registration Statement. This
additional information is hereby reported through additional footnote
disclosure contained in Fleetwoods consolidated financial statements. As such, the consolidated financial statements
of Fleetwood are attached hereto under Item 9.01(d), and present additional
information beyond that which was previously reported in (1) our Quarterly
Report on Form 10-Q for the quarter ended July 27, 2008, filed on September 3,
2008, and (2) our Annual Report on Form 10-K for the fiscal year
ended April 27, 2008, filed on July 10, 2008.
On
October 30, 2008, the Company issued the press release, attached hereto as
Exhibit 99.1, relating to, among other things, the matters described in this
item.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits
are filed with this current report on Form 8-K:
Exhibit Number
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Description of Exhibit
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10.1
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Ninth
Amendment, dated as of October 29, 2008, to Third Amended and Restated
Credit Agreement and Consent of Guarantors, dated as of January 5, 2007,
among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its
subsidiaries, the banks and other financial institutions signatory thereto,
and Bank of America, N.A., as administrative agent and collateral agent for
the lenders.
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23.1
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Consent of Independent
Registered Public Accounting Firm.
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99.1
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Press Release dated
October 30, 2008.
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99.2
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Unaudited Financial
Statements for the Quarterly Periods Ended July 27, 2008 and
July 29, 2007 and Audited Financial Statements as of April 27, 2008 and
April 29, 2007 and for each of the three years in the period ended April 27,
2008.
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3
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:
October 30, 2008
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/s/ Leonard J.
McGill
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Leonard J. McGill
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Senior Vice
PresidentCorporate Development,
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General Counsel
and Secretary
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EXHIBIT
INDEX
Exhibit Number
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Description
of Exhibit
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10.1
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Ninth
Amendment, dated as of October 29, 2008, to Third Amended and Restated
Credit Agreement and Consent of Guarantors, dated as of January 5, 2007,
among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its
subsidiaries, the banks and other financial institutions signatory thereto,
and Bank of America, N.A., as administrative agent and collateral agent for
the lenders.
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23.1
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Consent of Independent
Registered Public Accounting Firm.
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99.1
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Press Release dated
October 30, 2008.
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99.2
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Unaudited Financial
Statements for the Quarterly Periods Ended July 27, 2008 and
July 29, 2007 and Audited Financial Statements as of April 27, 2008 and
April 29, 2007 and for each of the three years in the period ended April 27,
2008.
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