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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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
(AND RELATED 6% CONVERTIBLE SUBORDINATED DEBENTURES AND GUARANTEE)
(Title of Class of Securities)
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U33 896 338
(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:
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- --------------------------------------------------------------------------------
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
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Transaction Valuation Amount of Filing Fee
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$34,500,000 (1) $8,245.50(2)
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(1) Pursuant to Rule 457(f)(1) under the Securities Act of 1933, this
amount is the market value as of June 12, 2001 of the maximum amount of
6% Convertible Trust Preferred Securities that may be received by
Fleetwood Capital Trust II from tendering holders in the exchange
offer.
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(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.
|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.
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Amount Previously Paid: $46,250 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)
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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 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: |_|
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INTRODUCTION
This Tender Offer Statement on 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 $34.5 million in liquidation amount of the 9.75% 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) filed with the Securities and
Exchange Commission on June 12, 2001 by Fleetwood Enterprise, Inc. and
Fleetwood Capital Trust II, as amended on August 3, 2001 and December 5,
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.
ITEMS 1 THROUGH 11.
As permitted by General Instruction F to Schedule TO, the information set
forth in the entire Registration Statement (including any attachments thereto),
is incorporated by reference into this Tender Offer Statement on Schedule TO.
The forward-looking statements made in connection with the exchange offer
pursuant to the Registration Statement or this Schedule TO are not and have not
been protected under the Private Securities Litigation Reform Act of 1995.
Furthermore, any references to the safe harbor for forward-looking statements
made in reports that are incorporated by reference into the prospectus contained
in the Registration Statement and filed pursuant to the Securities Exchange Act
of 1934, are specifically not incorporated into the Registration Statement with
respect to the exchange offer.
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ITEM 12. EXHIBITS.
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(a)(1)(i) Form of Letter of Transmittal.*
(a)(1)(ii) Form of Notice of Guaranteed Delivery.*
(a)(2) None.
(a)(3) None.
(a)(4) Prospectus contained in the Registration Statement on Forms
S-4 and S-3 filed by Fleetwood Enterprises, Inc. and Fleetwood
Capital Trust II, dated June 12, 2001, as amended on August 3,
2001 and December 5, 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.**
(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.*
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3
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(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.*
(g) None.
(h) Opinion of Gibson, Dunn & Crutcher LLP as to certain tax
matters.*
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* 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 and December 5, 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.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
4
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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: December 5, 2001
FLEETWOOD ENTERPRISES, INC.
By: /s/ Nelson W. Potter
--------------------------
Name: Nelson W. Potter
Title: President and Chief Executive Officer
FLEETWOOD CAPITAL TRUST II
By: /s/ Nelson W. Potter
--------------------------
Nelson W. Potter
Regular Trustee
By: /s/ Boyd R. Plowman
--------------------------
Boyd R. Plowman
Regular Trustee
By: /s/ Lyle N. Larkin
--------------------------
Lyle N. Larkin
Regular Trustee
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EXHIBIT INDEX
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(a)(1)(i) Form of Letter of Transmittal.*
(a)(1)(ii) Form of Notice of Guaranteed Delivery.*
(a)(2) None.
(a)(3) None.
(a)(4) Prospectus contained in the Registration Statement on Forms
S-4 and S-3 filed by Fleetwood Enterprises, Inc. and Fleetwood
Capital Trust II, dated June 12, 2001, as amended on August 3,
2001 and December 5, 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.**
(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 holders of the common securities
of Fleetwood Capital Trust II.*
(g) None.
(h) Opinion of Gibson, Dunn & Crutcher LLP as to certain tax
matters.*
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* 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 and December 5, 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.
6