Fleetwood Enterprises Inc/DE, et al. – ‘SC TO-I/A’ on 1/10/02 re: Fleetwood Capital Trust

On:  Thursday, 1/10/02   ·   Accession #:  912057-2-922   ·   File #:  5-62291

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Amendment to Tender-Offer Statement — Issuer Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I/A   Amendment to Tender-Offer Statement -- Issuer          4     26K 
                          Tender Offer                                           

Document Table of Contents

SC TO-I/A
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================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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Amendment No. 3 (Final Amendment) 
to
 SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
 ---------

 FLEETWOOD CAPITAL TRUST
(Name of Subject Company (Issuer))

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 FLEETWOOD ENTERPRISES, INC.
 FLEETWOOD CAPITAL TRUST II, AS ISSUER
(Names of Filing Persons (identifying status as offeror,
issuer or other person))

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  6% CONVERTIBLE TRUST PREFERRED SECURITIES DUE 2028
(AND RELATED 6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2028 AND GUARANTEE) 
(Title of Class of Securities)

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 339 072 407
 339 072 209
 (CUSIP Number of Class of Securities)

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NELSON W. POTTER
PRESIDENT AND CHIEF EXECUTIVE OFFICER   
 FLEETWOOD ENTERPRISES, INC.
 3125 MYERS STREET
 RIVERSIDE, CALIFORNIA 92503
(909) 351-3500
(NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSON AUTHORIZED TO RECEIVE NOTICES
 AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)

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COPY TO:

                                                                [Download Table]


--------------------------------------------------------------------------------
                                                                                
        MARK W. SHURTLEFF                       WINTHROP B. CONRAD, JR.         
    GIBSON, DUNN & CRUTCHER LLP                DAVIS POLK & WARDWELL            
         JAMBOREE CENTER                        450 LEXINGTON AVENUE            
     4 PARK PLAZA, SUITE 1700                 NEW YORK, NEW YORK 10017          
     IRVINE, CALIFORNIA 92614                 TELEPHONE: (212) 450-4000         
     TELEPHONE: (949) 451-3800                FACSIMILE: (212) 450-3800         
     FACSIMILE: (949) 475-4220                                                  
--------------------------------------------------------------------------------

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 CALCULATION OF FILING FEE

                                                                [Download Table]

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     Transaction Valuation                       Amount of Filing Fee           
--------------------------------------------------------------------------------
                                                                                
      $37,950,000(1)                              $9,487.50(2)                  
================================================================================

(1)      Pursuant to Rule 457(f)(1) under the Securities Act of 1933, this      
   amount is the market value as of December 11, 2001 of the maximum
       amount of 6% Convertible Trust Preferred Securities due 2028 that may
     be received by Fleetwood Capital Trust II from tendering holders in
the exchange offer.                                           

(2)      Registration fee was calculated pursuant to Rule 457(f) under the      
       Securities Act of 1933 and was previously paid in connection with the
         Registrants' Registration Statement on Forms S-4 and S-3 filed June 12,
         2001, as amended on August 3, 2001, December 5, 2001, December 10, 2001
and December 11, 2001.                                        

|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.   

                                                        [Enlarge/Download Table]

                                                                                                    

Amount Previously Paid:    $30,000                      Filing Parties:  Fleetwood Enterprises, Inc.
                                                                         Fleetwood Capital Trust II 

Form or Registration No.:  S-4 and S-3                   Date Filed:      June 12, 2001             
                           (File Nos. 333-62838                                                     
                           and 333-62850, respectively)                                             


|_|      Check the box if the filing relates solely to preliminary              
communications made before the commencement of a tender offer.

    Check the appropriate boxes below to designate any transactions to
which the statement relates:                                  
            |_|      third-party tender offer subject to Rule 14d-1.
       |X|      issuer tender offer subject to Rule 13e-4.
             |_|      going-private transaction subject to Rule 13e-3.
        |_|      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: |X|                          

SC TO-I/A
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INTRODUCTION

This Amendment No. 3 to the Tender Offer Statement on Schedule TO (the
"Schedule TO") is being filed by Fleetwood Enterprises, Inc., a Delaware        
corporation, and Fleetwood Capital Trust II, a Delaware statutory business      
trust, pursuant to Section 13(e) of the Securities Exchange Act in connection   
with their offer to exchange up to an aggregate of $37.95 million in            
liquidation amount of 9.5% Convertible Trust Preferred Securities due           
February 15, 2013 of Fleetwood Capital Trust II for up to an aggregate of       
$86.25 million of the $287.5 million (or such lesser amount as is properly      
tendered) in liquidation amount of the 6% Convertible Trust Preferred           
Securities due February 15, 2028 of Fleetwood Capital Trust, a Delaware         
statutory business trust, upon the terms and subject to the conditions set      
forth in the Registration Statement on Forms S-4 and S-3 (File Nos. 333-62838   
and 333-62850, respectively) that we have filed with the Securities and         
Exchange Commission on June 12, 2001, as amended on August 3, 2001, December    
5, 2001, December 10, 2001 and December 11, 2001 (the "Registration             
Statement"). The Registration Statement and the exhibits thereto are            
incorporated by reference in this Schedule TO in answer to some of the items    
required in this Schedule TO.                                                   

Item 11. Additional Information                                                 

  Item 11 of the Schedule TO is hereby amended and supplemented to include
the following information:                                                      

 On January 10, 2002, we consummated our exchange offer which expired at
5:00 p.m., New York City Time, on January 4, 2002. Based upon a final count     
by The Bank of New York, the exchange agent and depository for the offer, an    
aggregate of $264,180,550 in liquidation amount of 6% Convertible Trust         
Preferred Securities due 2028 of Fleetwood Capital Trust were tendered and      
not withdrawn in the exchange offer. Due to the over-subscription, all tenders  
are being pro-rated using a pro-ration factor of approximately 32.65%.          

  The Company expects that payment for securities accepted in the exchange
offer and the return to participants' accounts of securities not accepted for   
exchange will be made promptly by The Bank of New York beginning January 11,    
2002.                                                                           

Security holders may obtain further information by contacting our     
Information Agent, D.F. King & Co., at 1-800-290-6428.                          

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SC TO-I/A
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SIGNATURES

   After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct. 
Dated:  January 10, 2002                                                        
               FLEETWOOD ENTERPRISES, INC.

                By:      /s/ Boyd R. Plowman
                                --------------------------
            Name:    Boyd R. Plowman
                         Title:   Executive Vice President and
                             Chief Financial Officer

              FLEETWOOD CAPITAL TRUST II

                By:      /s/ Boyd R. Plowman
                                --------------------------
                     Boyd R. Plowman
                     Regular Trustee

3 

SC TO-I/A
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 EXHIBIT INDEX

                                                                [Download Table]


                                                                                
(a)(1)(i)         Form of Letter of Transmittal.*                               

(a)(1)(ii)        Form of Notice of Guaranteed Delivery.*                       

(a)(1)(iii)       Form of Letter of Transmittal for the Amended Exchange Offer.*

(a)(1)(iv)        Form of Notice of Guaranteed Delivery for the Amended Exchange
                  Offer.*                                                       

(a)(2)            None.                                                         

(a)(3)            None.                                                         

(a)(4)(i)         Prospectus contained in the Registration Statement on Forms   
                  S-4 and S-3 filed by us, dated June 12, 2001, as amended on   
                  August 3, 2001 and December 5, 2001.*                         

(a)(4)(ii)        Amended Prospectus contained in our Registration Statement    
                  on Forms S-4 and S-3 filed by us, dated June 12, 2001, as     
                  amended on August 3, 2001, December 5, 2001 and December 10,  
                  2001.*                                                        

(a)(5)(i)         Form of Letter to Brokers, Dealers, Commercial Banks, Trust   
                  Companies and other Nominees.*                                

(a)(5)(ii)        Form of Letter to Clients.*                                   

(a)(5)(iii)       Form of Fleetwood Capital Trust Letter to Existing Preferred  
                  Securities Holders and The Depository Trust Company.*         

(a)(5)(iv)        Guidelines for Certification of Taxpayer Identification Number
                  on Substitute Form W-9.*                                      

(a)(5)(v)         Press Release Issued June 12, 2001.**                         

(a)(5)(vi)        Form of Letter to Brokers, Dealers, Commercial Banks, Trust   
                  Companies and other Nominees for the Amended Exchange Offer.* 

(a)(5)(vii)       Form of Letter to Clients for the Amended Exchange Offer.*    

(a)(5)(viii)      Form of Fleetwood Capital Trust Letter to Existing Preferred  
                  Securities Holders and The Depository Trust Company for the   
                  Amended Exchange Offer.*                                      

(a)(5)(ix)        Guidelines for Certification of Taxpayer Identification       
                  Number on Substitute Form W-9 for the Amended Exchange Offer.*

(a)(5)(x)         Press Release issued December 6, 2001.***                     

(b)               None.                                                         

(d)(1)            Form of Preferred Securities Guarantee Agreement, by and      
                  between Fleetwood Enterprises, Inc. and The Bank of New York, 
                  as preferred guarantee trustee.*                              

(d)(2)            Form of Common Securities Guarantee Agreement, by Fleetwood   
                  Enterprises, Inc. in favor of the holders of the common       
                  securities of Fleetwood Capital Trust II.*                    

(d)(3)            Form of Preferred Securities Guarantee Agreement, by and      
                  between Fleetwood Enterprises, Inc. and The Bank of New       
                  York, as preferred guarantee trustee, for the Amended Exchange
                  Offer.*                                                       

(d)(4)            Form of Common Securities Guarantee Agreement, by Fleetwood   
                  Enterprises, Inc. in favor of holders of the common           
                  securities of Fleetwood Capital Trust II, for the Amended     
                  Exchange Offer.*                                              

(g)               None.                                                         

(h)(1)            Opinion of Gibson, Dunn & Crutcher LLP as to certain tax      
                  matters.*                                                     

(h)(2)            Opinion of Gibson, Dunn & Crutcher LLP as to certain tax      
                  matters for the Amended Exchange Offer.*                      

(h)(3)            Opinion of Gibson, Dunn & Crutcher LLP as to certain tax      
                  matters for the further Amended Exchange Offer.*              

* Incorporated by reference to the Registration Statement on Forms S-4 and S-3, 
filed by Fleetwood Enterprises, Inc. and Fleetwood Capital Trust II with the    
Securities and Exchange Commission on June 12, 2001, as amended on August 3,    
2001, December 5, 2001, December 10, 2001 and December 11, 2001.                

** Incorporated by reference to the Form 425 filed by Fleetwood Enterprises,    
Inc. and Fleetwood Capital Trust II with the Securities and Exchange            
Commission on June 13, 2001.                                                    

*** Incorporated by reference to the Form 425 filed by Fleetwood Enterprises,   
Inc. and Fleetwood Capital Trust II with the Securities and Exchange            
Commission on December 6, 2001.                                                 

4 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-I/A’ Filing		Date		First		Last			Other Filings
		2/15/28		2
		2/15/13		2
		1/11/02		2
Filed on:		1/10/02		2		3
		1/4/02		2
		12/11/01		1		4			S-3/A,  S-4/A,  SC TO-I/A
		12/10/01		1		4			S-3/A,  S-4/A,  SC TO-I/A
		12/6/01		4					425,  8-K
		12/5/01		1		4			8-K,  S-3/A,  S-4/A,  SC TO-I
		8/3/01		1		4			S-3/A,  S-4/A
		6/13/01		4					425
		6/12/01		1		4			425,  S-3,  S-4
									List all Filings