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FLEETWOOD ENTERPRISES, INC.
Offer to Exchange
Common Stock
For Any and All Outstanding
5% Convertible Senior Subordinated Debentures due 2023
(CUSIP Nos. 339099AC7 and 339099AD5)
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 15, 2008, UNLESS EARLIER TERMINATED BY THE COMPANY (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
To our Clients:
Enclosed for your consideration is the accompanying prospectus (as may be amended from time to time, the "Prospectus"), the accompanying Letter of Transmittal (the "Letter of Transmittal") and the related Optional Repurchase Right Company Notice (including the Repurchase Notice attached thereto as Annex A (the "Repurchase Notice")) that together constitute the offer (the "Exchange Offer") by Fleetwood Enterprises, Inc., a Delaware corporation (the "Company"), to exchange shares of the Company's common stock, par value $0.01 per share (collectively, the "Shares"), for any and all of the Company's outstanding 5% Convertible Senior Subordinated Debentures due 2023 ("Debentures") validly tendered and accepted in accordance with the terms and subject to the conditions set forth in the Prospectus, Letter of Transmittal and Repurchase Notice. The Prospectus, the Letter of Transmittal and the Repurchase Notice more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.
This material is being forwarded to you as the beneficial owner of the Debentures carried by us in your account, but not registered in your name.A tender of such Debentures can be made only by us as the registered holder for your account and pursuant to your instructions. The enclosed Letter of Transmittal and Repurchase Notice are furnished to you for your information only and cannot be used to tender Debentures.
Accordingly, we request instructions as to whether you wish us to tender on your behalf the Debentures held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus, Repurchase Notice and Letter of Transmittal.
The Exchange Offer will expire at 5:00 p.m., New York City time, on December 15, 2008, unless earlier terminated by the Company. If you desire to exchange your Debentures in the Exchange Offer, your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Debentures on your behalf prior to 5:00 p.m., New York City time, on the Expiration Date in accordance with the provisions of the Exchange Offer. Any Debentures tendered pursuant to the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, unless otherwise restricted pursuant to a Tender Agreement between a registered holder of the Debentures and the Company.
Your attention is directed to the following:
- 1.
- The Exchange Offer is described in and subject to the terms and conditions set forth in the Prospectus, the Letter of Transmittal and the Repurchase Notice.
- 2.
- The Exchange Offer is for all Debentures.
- 3.
- Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange promptly following the Expiration Date all Debentures validly tendered and will issue the Shares promptly after such acceptance.
- 4.
- Any transfer taxes incident to the transfer of Debentures from the holder to the Company will be paid by the Company, except as otherwise provided in the instructions set forth in the Letter of Transmittal.
- 5.
- The Exchange Offer expires at 5:00 p.m., New York City time, on December 15, 2008, unless earlier terminated by the Company. If you desire to tender any Debentures pursuant to the Exchange Offer, we must receive your instructions in ample time to permit us to effect a tender of the Debentures on your behalf prior to 5:00 p.m., New York City time, on the Expiration Date.
We urge you to read the enclosed Prospectus, Letter of Transmittal and Repurchase Notice in conjunction with the Exchange Offer carefully before instructing us to tender your Debentures. If you wish to tender any or all of the Debentures held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form attached hereto. The Letter of Transmittal and Repurchase Notice are furnished to you for information only and may not be used directly by you to tender Original Debentures.
None of the Debentures held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given, your signature on the attached "Instructions to Registered Holder from Beneficial Holder" shall constitute an instruction to us to tender ALL of the Debentures held by us for your account.
2
FLEETWOOD ENTERPRISES, INC.
Instructions to Registered Holder
from Beneficial Owner
of
5% Convertible Senior Subordinated Debentures due 2023
(CUSIP Nos. 339099AC7 and 339099AD5)
The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to Fleetwood Enterprises, Inc.'s Exchange Offer with respect to its 5% Convertible Senior Subordinated Debentures due 2023 (CUSIP Nos. 339099AC7 and 339099AD5).
This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Debentures held by you for the account of the undersigned, on the terms and subject to the conditions in the Prospectus and the related Letter of Transmittal.
The undersigned expressly agrees to be bound by the enclosed Letter of Transmittal and that such Letter of Transmittal may be enforced against the undersigned.
The aggregate face amount of the Debentures held by you for the account of the undersigned is (fill in the amount):
$ of the 5% Convertible Senior Subordinated Debentures due 2023
With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):
- o
- ToTENDER the following Debentures held by you for the account of the undersigned (insert principal amount of Debentures to be tendered, if less than all):
$ of the 5% Convertible Senior Subordinated Debentures due 2023*
- o
- NOT to tender any Debentures held by you for the account of the undersigned.
SIGN HERE
Date: , 2008
Signature(s):**
Name(s) of Beneficial Owner:**
Capacity (full title), if applicable:**
Address(es):**
Area Code and Telephone Number(s):**
Taxpayer Identification Number or Social Security Number(s):
My account number with you:
- *
- Must be a minimum of $1,000 in principal amount and integral multiples of $1,000 in excess of $1,000. Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered.
- **
- If Debentures are beneficially owned by two or more beneficial owners, all such owners must sign.
2
LETTER TO CLIENTS