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Filed by: Fleetwood Enterprises, Inc. and Fleetwood Capital Trust II
Pursuant to Rule 425 Under the Securities Act of 1933
Subject Companies: Fleetwood Enterprises, Inc. and Fleetwood Capital Trust
Commission File Nos.: 333-62838 and 333-62850
[FLEETWOOD ENTERPRISES, INC. LOGO]
FLEETWOOD ANNOUNCES COMMENCEMENT OF EXCHANGE OFFER AND
OFFER OF CONVERTIBLE TRUST PREFERRED SECURITIES FOR CASH
RIVERSIDE, CA, December 6, 2001 -- Fleetwood Enterprises, Inc.
(NYSE:FLE), the nation's largest manufacturer of recreational vehicles and a
leading producer and retailer of manufactured housing, today announced the
commencement of an exchange offer for its existing convertible trust preferred
securities and an additional offer of new convertible trust preferred securities
for cash. The new 9.75% convertible trust preferred securities due February 15,
2013, of Fleetwood Capital Trust II (the "new securities") may be exchanged for
up to $86.25 million in aggregate liquidation amount of Fleetwood Capital
Trust's outstanding 6% convertible trust preferred securities due February 15,
2028 (CUSIP No. 399072407) (the "old securities").
Pursuant to the exchange offer, holders can elect to exchange their old
securities for new securities. Holders will receive $20 in liquidation amount of
new securities for each $50 in liquidation amount of their old securities.
Payment obligations under the new securities will be subordinated to
the Company's payment obligations under its senior debt but will rank senior to
its obligations under the old securities that remain outstanding after
completion of the exchange offer.
No more than $34.5 million in aggregate liquidation amount of new
securities will be issued in exchange for old securities. If more than $86.25
million in aggregate liquidation amount of old securities are validly tendered
in the exchange offer, the Company will accept old securities for exchange on a
pro rata basis.
In conjunction with the exchange offer, Fleetwood is also offering
investors the right to purchase up to an aggregate of $50 million in liquidation
amount of additional new securities for cash pursuant to the cash offering. The
cash offering is not conditioned upon a minimum number of new securities being
sold in the cash offering nor upon consummation of the exchange offer.
The exchange offer will expire at 5:00 p.m., New York City time, on
January 4, 2002, unless the Company extends the offer. The cash offering may
close earlier than the exchange offer.
Holders must tender their old securities on or prior to the expiration
date in order to receive new securities. The exchange offer is subject to the
satisfaction of specified conditions, including receipt of valid tenders from
holders of at least $50 million in aggregate liquidation amount of old
securities, and the receipt of proceeds in the cash offering of an amount equal
to at
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least 31% of the aggregate liquidation amount of old securities tendered and
accepted in the exchange offer.
The complete terms of the exchange offer and cash offering are
contained in the preliminary prospectus and exchange offer documents dated
December 5, 2001.
Fleetwood Enterprises has filed a Registration Statement with the
Securities and Exchange Commission on Forms S-3 and S-4, and has also filed a
Schedule TO. The Registration Statement and the preliminary prospectus and
exchange offer documents contained in the Registration Statement contain
important information about Fleetwood, the exchange offer, the cash offering,
and related matters. Security holders and potential investors are urged to read
the Registration Statement and the preliminary prospectus and exchange offer
documents, the Schedule TO and any other relevant documents filed by Fleetwood
Enterprises with the SEC. These and any other relevant documents can be accessed
for free through the Website maintained by the SEC at http://www.sec.gov. In
addition, these documents are available free of charge by contacting the
Information Agent for the offer, D.F. King & Co., at (800) 290-6428.
The Registration Statement has not yet become effective. The new
securities may not be sold in the cash offering until the Registration Statement
is declared effective, and although holders of the old securities may tender
their old securities, tenders in the exchange offer may not be accepted prior to
the expiration time of the exchange offer. This press release shall not
constitute an offer to sell or an offer to buy nor shall there be any sale of
the new securities in any state in which such offer, solicitation or sale would
be unlawful.
THIS PRESS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS AND
INFORMATION BASED ON THE BELIEFS OF THE COMPANY'S MANAGEMENT AS WELL AS
ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO, THE COMPANY'S
MANAGEMENT. SUCH STATEMENTS REFLECT THE CURRENT VIEWS OF THE COMPANY WITH
RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES, AND
ASSUMPTIONS, INCLUDING RISK FACTORS IDENTIFIED IN THIS PRESS RELEASE, THE
COMPANY'S 10-K AND OTHER SEC FILINGS. THESE RISK FACTORS INCLUDE, WITHOUT
LIMITATION, CONTINUED WEAKNESS IN THE MANUFACTURED HOUSING AND RECREATIONAL
VEHICLE MARKETS, THE COMPANY'S ABILITY TO SECURE ADDITIONAL FINANCING ON
FAVORABLE TERMS AND IN A TIMELY MANNER, THE AVAILABILITY OF WHOLESALE AND RETAIL
FINANCING IN THE FUTURE AND CHANGES IN RETAIL INVENTORY LEVELS IN THE
MANUFACTURED HOUSING AND RECREATIONAL VEHICLE INDUSTRIES. ACTUAL RESULTS, EVENTS
AND PERFORMANCE MAY DIFFER MATERIALLY. READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE
HEREOF. THE COMPANY UNDERTAKES NO OBLIGATION TO RELEASE PUBLICLY THE RESULT OF
ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT
EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS.
FOR FURTHER INFORMATION, CONTACT BOYD R. PLOWMAN, SVP AND CHIEF FINANCIAL
OFFICER, +1-909-351-3340, OR LYLE LARKIN, VP AND TREASURER, +1-909-351-3535,
BOTH OF FLEETWOOD ENTERPRISES, INC.
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