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EXHIBIT 99.11
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FLEETWOOD ENTERPRISES, INC.
FLEETWOOD CAPITAL TRUST II
AMENDED EXCHANGE OFFER OF
- % CONVERTIBLE TRUST II PREFERRED SECURITIES DUE 2013 OF FLEETWOOD CAPITAL
TRUST II,
WHICH WILL BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PRIOR TO
CLOSING,
FOR UP TO $86.25 MILLION IN AGGREGATE LIQUIDATION AMOUNT OF THE
6% CONVERTIBLE TRUST PREFERRED SECURITIES DUE 2028 OF FLEETWOOD CAPITAL TRUST
AND AMENDED CASH OFFER OF
- % CONVERTIBLE TRUST III PREFERRED SECURITIES DUE 2013 OF FLEETWOOD CAPITAL
TRUST III
To Holders of Fleetwood Capital Trust
6% Convertible Trust Preferred Securities Due 2028 and
The Depository Trust Company:
We are offering to exchange (the "Exchange Offer") an aggregate liquidation
amount of Fleetwood Capital Trust II's - % Convertible II Trust Preferred
Securities due 2013 (the "Exchange Preferred Securities") for up to
$86.25 million in aggregate liquidation amount of 6% Convertible Trust Preferred
Securities due 2028 (CUSIP No. 339072407) (the "Existing Preferred Securities")
of Fleetwood Capital Trust held by the registered holders thereof (the
"Holders").
We are also offering investors the right to purchase $ - million in
aggregate liquidation amount of - % Convertible Trust III Preferred
Securities due 2013 (the "Cash Offer Preferred Securities") for cash (the "Cash
Offer"). The Cash Offer Preferred Securities and Exchange Preferred Securities
constitute different series of trust preferred securities and are not fungible.
If we consummate the Exchange Offer, we intend to use a portion of the proceeds
from the Cash Offer to pay the taxes we expect to incur as a result of the
cancellation of the existing debentures that support the Existing Preferred
Securities tendered and accepted for exchange in the Exchange Offer. We will
also use a portion of the proceeds to pay the fees and expenses incurred in
connection with the Exchange Offer and the Cash Offer. We will use the remainder
of the proceeds from the Cash Offer for general corporate purposes, including
the possible repayment of corporate indebtedness.
In the event that the conditions to the Exchange Offer are not satisfied or
we do not otherwise consummate the Exchange Offer, we nonetheless will
consummate the Cash Offer and will use all proceeds received in the Cash Offer,
after payment of fees and expenses, for general corporate purposes, including
the repayment of corporate indebtedness. The effect of the Exchange Offer on our
cash flow will be positive, which is a condition to the Exchange Offer. If we
raise more than the minimum amount, or if we do not consummate the Exchange
Offer but we do consummate the Cash Offer, the effect on our cash flow will be
negative. However, in any of the circumstances described in the two previous
sentences, we anticipate that the effect of either or both of the Exchange Offer
or the Cash Offer on our balance sheet will be to provide us with greater
flexibility in executing our strategic plan and exploring financing
opportunities in the future, by enhancing liquidity and increasing our capacity
to carry senior debt.
The purpose of this letter is to call your attention to certain important
information regarding the Exchange Offer. This Exchange Offer was launched on
December 5, 2001 and amended on December - , 2001. THE EXCHANGE OFFER EXPIRES
AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 4, 2002, UNLESS WE EXTEND THE
OFFER.
You can choose to exchange your Existing Preferred Securities for Exchange
Preferred Securities. Holders who participate in the Exchange Offer will receive
$22 in liquidation amount of Exchange Preferred Securities for each $50 in
liquidation amount of their Existing Preferred Securities accepted in the
Exchange Offer but will not receive any payment in respect of accrued but unpaid
interest on the Existing Preferred Securities through the date of consummation
of the Exchange Offer.
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In consideration for Fleetwood Capital Trust II issuing the Exchange
Preferred Securities, we will issue - % Convertible Trust II Subordinated
Debentures due 2013 (the "Exchange Debentures") to Fleetwood Capital Trust II.
Unless we have earlier redeemed the Exchange Debentures, the Exchange Preferred
Securities will be convertible into our common stock at the option of each
holder at any time prior to maturity. Each $1,000 in liquidation amount of
Exchange Preferred Securities will be convertible into shares of our common
stock at a rate that is to be determined pursuant to the conversion price
formula set forth on page of the Prospectus. In comparison, the Existing
Preferred Securities are currently convertible into our common stock at the rate
of 20.53 shares per $1,000 in liquidation amount of Existing Preferred
Securities.
You should be aware, in considering the Exchange Offer, that up to
$37.95 million in aggregate liquidation amount of Exchange Preferred Securities
will be issued in the Exchange Offer. As described in the amended preliminary
prospectus dated December - , 2001 (the "Prospectus"), the Exchange Preferred
Securities and Cash Offer Preferred Securities will rank equally with each other
and senior in right of payment to any Existing Preferred Securities that remain
outstanding after completion of the Exchange Offer or Cash Offer. If we default
on the Existing Preferred Securities, we will be prohibited from making any
payments on the Existing Preferred Securities until all of the Exchange
Preferred Securities and Cash Offer Preferred Securities have been paid in full.
The terms of the Exchange Preferred Securities are described in more detail in
the Prospectus under the section titled "Description of Preferred
Securities--Description of the New Preferred Securities," beginning on page of
the Prospectus.
As you may know, we have been impacted by excess capacity, high retail
inventories and a slowing of retail sales caused by restrictive financing
conditions. These forces have resulted in a softening of demand, which has led
to a decrease in our sales. A number of our competitors also appear to be
experiencing similar difficulties. As a result, our Board of Directors has
determined that the Exchange Offer and/or Cash Offer will better enable us to
withstand this difficult environment and will provide us with greater
flexibility in executing our strategic plan and exploring financing
opportunities in the future, by enhancing liquidity and increasing our capacity
to carry senior debt. Accordingly, we are making the Exchange Offer and Cash
Offer as an integral part of a larger program to reduce our senior debt
obligations. Further, we have also entered into a new senior secured facility
funded by a syndicate of banks led by Bank of America.
If you want to participate in the Exchange Offer, you must make the
necessary arrangements promptly. In particular, if your Existing Preferred
Securities are held through a broker, dealer, bank, trust company or other
nominee, you will need to instruct that firm to tender the Existing Preferred
Securities on your behalf. Since this procedure may take a considerable amount
of time, you should give these instructions as soon as possible.
The terms of the Exchange Offer and Cash Offer are contained in our
Prospectus, which accompanies this letter. The Exchange Offer is subject to
certain conditions, including among others:
- an aggregate liquidation amount of a minimum of $50.0 million of Existing
Preferred Securities being tendered into the Exchange Offer and not
withdrawn;
- the receipt of proceeds in the sale of Cash Offer Preferred Securities
being purchased in our Cash Offer, in an amount equal to at least 30% of
the aggregate liquidation amount of Existing Preferred Securities tendered
or accepted for exchange in the Exchange Offer; and
- our registration statement and any post-effective amendment to the
registration statement covering the Exchange Preferred Securities and Cash
Offer Preferred Securities being declared effective under the Securities
Act of 1933, as amended.
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If you need assistance making arrangements to tender your securities, please
call the Information Agent for the Exchange Offer, D.F. King & Co., Inc.,
toll-free at (800) 290-6428. If you have any questions about the Exchange Offer,
please call the exclusive Dealer Manager for the offer, Banc of America
Securities LLC, at (212) 583-8206, Attention: Howard Needle. We appreciate your
consideration of our Exchange Offer.
Sincerely,
/S/ GLENN F. KUMMER
Glenn F. Kummer
Chairman of the Board
We have filed a Registration Statement, as amended, with the Securities and
Exchange Commission (the "SEC") on Form S-4/S-3 registering the Exchange
Preferred Securities and Cash Offer Preferred Securities, the - % Convertible
Trust II Subordinated Debentures due 2013, the - % Convertible Trust III
Subordinated Debentures due 2013, the related guarantees and the underlying
shares of common stock to be offered in the Exchange Offer and Cash Offer. The
Registration Statement and the Prospectus contain important information about
us, the Exchange Offer, the Cash Offer and related matters. Security holders are
urged to read the Registration Statement and the accompanying Prospectus, the
related Schedule TO-I/A and any other relevant documents filed by us with the
SEC.
The Registration Statement has not yet become effective. The Exchange
Preferred Securities may not be sold and, although you may tender your Existing
Preferred Securities, tenders may not be accepted prior to the time the
Registration Statement becomes effective and the expiration date of the Exchange
Offer. This communication shall not constitute an offer to sell or an offer to
buy nor shall there be any sale of the Exchange Preferred Securities in any
state in which such offer, solicitation or sale would be unlawful.
Security holders are able to obtain copies of the Registration Statement on
Form S-4/S-3 and the accompanying Prospectus, the Schedule TO-I/A and any other
relevant documents at no cost to them through the website maintained by the SEC
at HTTP://WWW.SEC.GOV. In addition, these documents are available free of charge
to you by contacting the Information Agent for the offer, D.F. King &
Co., Inc., toll-free at (800) 290-6428.
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