- Tender offer statement by Issuer (SC TO-I)
November 06 2008 - 6:26AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Rule 14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FLEETWOOD
ENTERPRISES, INC.
(Name of Subject Company
(Issuer)
FLEETWOOD
ENTERPRISES, INC.
(Name of Filing Person
(Issuer)
5%
Convertible Senior Subordinated Debentures due 2023
(Title of Class of
Securities)
(339099AC7
and 339099AD5)
(CUSIP Number of Class of
Securities)
Leonard
J. McGill, Esq.
Senior Vice President, Corporate Development, General Counsel &
Secretary
Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
(951) 351-3500
(Name, address and
telephone number of person authorized to receive notices and communications on
behalf of filing persons)
with
copies to:
Steven R.
Finley, Esq.
James J. Moloney, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
(212) 351-4000
Calculation
of Filing Fee
Transaction
Valuation*
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Amount
of Filing Fee**
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$100,000,000
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$3,930
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*
Estimated solely for the purpose of determining the
amount of the filing fee. The transaction value is $100,000,000, which is based
on the aggregate principal amount of the 5% Convertible Senior Subordinated
Debentures due 2023 (the Debentures) that are sought for exchange, as of one
day prior to the filing date of this Schedule TO.
**
Registration fee previously paid in connection with
the Registrants Registration Statement on Form S-4 filed November 6,
2008.
x
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $3,930
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Filing Party: Fleetwood Enterprises, Inc.
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Form or
Registration No.: Form S-4 333-155099
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Date Filed:
November 6, 2008
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£
Check the box if the filing relates solely to
preliminary communications made before the commencement of a tender offer.
Check
the appropriate boxes to designate any transactions to which the statement
relates:
o
third
party tender offer subject to Rule 14d-1.
x
issuer
tender offer subject to Rule 13e-4.
o
going-private
transaction subject to Rule 13e-3.
o
amendment to Schedule 13D under Rule 13d-2.
Check the following box
if the filing is a final amendment reporting the results of the tender
offer.
o
INTRODUCTORY STATEMENT
This Tender Offer
Statement on Schedule TO (this Schedule TO) is filed by Fleetwood
Enterprises, Inc., a Delaware corporation (the Company), and relates to
the Companys offer to exchange (the Exchange Offer) a number of shares of
our common stock, par value $0.01 per share (collectively, the Shares), for
any and all of the Companys currently outstanding 5% Convertible Senior
Subordinated Debentures due 2023 (the Debentures) validly tendered and
accepted in accordance with the terms and subject to the conditions set forth
in the Prospectus forming a part of the Companys Registration Statement on Form S-4
(the Registration Statement) filed with the Securities and Exchange
Commission (the SEC) on the date hereof, the related Optional Repurchase
Right Company Notice and Letter of Transmittal, which are filed as exhibits
(a)(1)(A), (a)(1)(B) and (a)(1)(C) to this Schedule TO,
respectively.
This Schedule TO is
intended to satisfy the disclosure requirements of Rule 13e-4(b)(1) and
(c)(2) under the Exchange Act.
Items
1 through 9.
The Company is the issuer
of the Debentures and is offering to purchase any and all of the Debentures if
validly tendered and accepted in accordance with the terms and subject to the
conditions set forth in the Prospectus, the related Optional Repurchase Right
Company Notice and Letter of Transmittal. The Company maintains its principal
and executive offices at 3125 Myers Street, Riverside, CA, 92503,
telephone: (951) 351-3500. As permitted by General Instruction F to
Schedule TO, all of the information set forth in the Prospectus, the related
Optional Repurchase Right Company Notice and Letter of Transmittal, and any
supplement or other amendment thereto related to the Exchange Offer hereafter
filed by the Company with the SEC, is hereby incorporated by reference into
this Schedule TO in answer to Items 1 through 9 of this
Schedule TO.
Item
10. Financial Statements.
(a)
Financial Information.
The following financial
statements and financial information are incorporated herein by reference:
(1) The audited financial statements as of April 27,
2008 and April 29, 2007 and each of the three years in the period ended April 27,
2008 and the unaudited financial statements as of July 27, 2008 and the
thirteen week periods ended July 27, 2008 and July 29, 2007 set forth
in the Companys Current Report on Form 8-K filed on October 30,
2008.
(2) At July 27, 2008, the book value per
share of the Companys common stock was $1.26.
(b)
Pro Forma.
Not applicable.
Item
11. Additional Information.
(a)
Agreements, Regulatory Requirements and Legal Proceedings.
(1) Not applicable.
(2) The Company is required to comply with
federal and state securities laws and tender offer rules.
(3) Not applicable.
(4) Not applicable.
(5) None.
(b)
Other Material Information.
Not applicable.
2
Item
12. Exhibits.
Exhibit Number
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Description
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(a)(1)(A)
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Prospectus
(incorporated herein by reference to the Registration Statement on
Form S-4 filed on November 6, 2008).
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(a)(1)(B)
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Form of Optional
Repurchase Right Company Notice (incorporated herein by reference to
Exhibit 99.6 to the Registration Statement on Form S-4 filed on
November 6, 2008).
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(a)(1)(C)
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Form of Letter of
Transmittal (incorporated herein by reference to Exhibit 99.1 to the
Registration Statement on Form S-4 filed on November 6, 2008).
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(a)(1)(D)
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Form of Guidelines
for Certification of Taxpayer Identification Number on Substitute
Form W-9 (incorporated herein by reference to Exhibit 99.2 to the
Registration Statement on Form S-4 filed on November 6, 2008).
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(a)(1)(E)
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Form of Notice of
Guaranteed Delivery (incorporated herein by reference to Exhibit 99.3 to
the Registration Statement on Form S-4 filed on November 6, 2008).
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(a)(1)(F)
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Form of Letter to
Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
(incorporated herein by reference to Exhibit 99.4 to the Registration
Statement on Form S-4 filed on November 6, 2008).
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(a)(1)(G)
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Form of Letter to
Clients (incorporated herein by reference to Exhibit 99.5 to the
Registration Statement on Form S-4 filed on November 6, 2008).
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(a)(5)(A)
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Press Release dated
November 6, 2008 (filed on Form 8-K on November 6, 2008
pursuant to Rule 425 under the Securities Act of 1933 and deemed filed
pursuant to Rule 13e-4(c) under the Securities Exchange Act of
1934).
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(a)(5)(B)
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Press Release dated
October 30, 2008 (filed on Form 8-K on October 30, 2008 pursuant to Rule 425
under the Securities Act of 1933 and deemed filed pursuant to Rule 13e-4(c)
under the Securities Exchange Act of 1934).
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(b)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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Item
13. Information Required by Schedule 13E-3.
Not applicable.
3
SIGNATURE
After due inquiry and to
the best of my knowledge and belief, I certify that the information set forth
in this Schedule TO is true, complete and correct.
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FLEETWOOD
ENTERPRISES, INC.
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By:
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/s/ Elden L. Smith
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Elden L. Smith
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President and Chief Executive Officer
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Date: November 6,
2008
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4
Index to Exhibits
Exhibit Number
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Description
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(a)(1)(A)
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Prospectus
(incorporated herein by reference to the Registration Statement on
Form S-4 filed on November 6, 2008).
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|
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(a)(1)(B)
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Form of Optional
Repurchase Right Company Notice (incorporated herein by reference to
Exhibit 99.6 to the Registration Statement on Form S-4 filed on
November 6, 2008).
|
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(a)(1)(C)
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Form of Letter of
Transmittal (incorporated herein by reference to Exhibit 99.1 to the
Registration Statement on Form S-4 filed on November 6, 2008).
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(a)(1)(D)
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Form of Guidelines
for Certification of Taxpayer Identification Number on Substitute
Form W-9 (incorporated herein by reference to Exhibit 99.2 to the
Registration Statement on Form S-4 filed on November 6, 2008).
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(a)(1)(E)
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Form of Notice of
Guaranteed Delivery (incorporated herein by reference to Exhibit 99.3 to
the Registration Statement on Form S-4 filed on November 6, 2008).
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(a)(1)(F)
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Form of Letter to
Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
(incorporated herein by reference to Exhibit 99.4 to the Registration
Statement on Form S-4 filed on November 6, 2008).
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(a)(1)(G)
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Form of Letter to
Clients (incorporated herein by reference to Exhibit 99.5 to the
Registration Statement on Form S-4 filed on November 6, 2008).
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(a)(5)(A)
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Press Release dated
November 6, 2008 (filed on Form 8-K on November 6, 2008
pursuant to Rule 425 under the Securities Act of 1933 and deemed filed
pursuant to Rule 13e-4(c) under the Securities Exchange Act of
1934).
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(a)(5)(B)
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Press Release dated
October 30, 2008 (filed on Form 8-K on October 30, 2008 pursuant to Rule 425
under the Securities Act of 1933 and deemed filed pursuant to Rule 13e-4(c)
under the Securities Exchange Act of 1934).
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(b)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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5
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