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EXHIBIT 99.9
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: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Fleetwood Enterprises, Inc. ("Fleetwood") and Fleetwood Capital Trust II
("New Trust II," and together with Fleetwood, the "Company") are offering, upon
and subject to the terms and conditions set forth in the amended preliminary
prospectus, dated December - , 2001 (the "Prospectus"), and the enclosed
Letter of Transmittal (the "Letter of Transmittal"), to exchange (the "Exchange
Offer") an aggregate liquidation amount of New Trust II's - % Convertible
Trust II 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 (the "Existing Preferred Securities") of Fleetwood
Capital Trust (the "Existing 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 - (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.
See the section titled "Cash Offer for Cash Offer Preferred Securities,"
beginning on page of the Prospectus.
We are requesting that you contact your clients for whom you hold Existing
Preferred Securities regarding the Exchange Offer. For your information and for
forwarding to your clients for whom you hold Existing Preferred Securities
registered in your name or in the name of your nominee, or who hold Existing
Preferred Securities registered in their own names, we are enclosing the
following documents:
1. Prospectus dated December - , 2001;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if time will not permit all required documents to reach the Exchange
Agent prior to the Expiration Date (as defined below) or if the procedure
for book-entry transfer cannot be completed on a timely basis;
4. A form of letter which may be sent to your clients for whose account you
hold Existing Preferred Securities registered in your name or the name of
your nominee, with space provided for obtaining such clients'
instructions with regard to the Exchange Offer;
5. A Letter to Holders of Existing Preferred Securities and The Depository
Trust Company from Fleetwood's Chairman, bringing to their attention
certain important information regarding the Exchange Offer;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelopes addressed to The Bank of New York, the Exchange Agent
for the Exchange Offer, at The Bank of New York, 101 Barclay Street--1st
Floor, New York, New York 10286.
Your prompt action is requested. The Exchange Offer was launched on December
5, 2001 and amended on December - , 2001. The Exchange Offer will expire at
5:00 p.m., New York City Time, on January 4, 2002, unless extended by the
Company (the "Expiration Date"). Existing Preferred
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Securities tendered pursuant to the Exchange Offer may be withdrawn at any time
prior to the Expiration Date.
To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof), or an electronic confirmation
pursuant to the Depository Trust Company's ATOP system, with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent, all in accordance with the instructions set forth in the Letter
of Transmittal and the Prospectus.
If a Holder of Existing Preferred Securities desires to tender, but the
procedure for book-entry transfer cannot be completed on a timely basis, a
tender may be effected by following the guaranteed delivery procedures described
in the section titled "The Exchange Offer--Guaranteed Delivery Procedures,"
beginning on page of the Prospectus.
The Company will, upon request, reimburse brokers, dealers, commercial banks
and trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding the Prospectus and the related documents to the beneficial
owners of Existing Preferred Securities held by them as nominee or in a
fiduciary capacity. The Company will pay or cause to be paid all stock transfer
taxes applicable to the exchange of Existing Preferred Securities pursuant to
the Exchange Offer, except as set forth in INSTRUCTION 5 of the Letter of
Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to the
Information Agent for the Exchange Offer, D.F. King & Co., Inc., toll-free at
(800) 290-6428.
Very truly yours,
Fleetwood Enterprises, Inc.
Fleetwood Capital Trust II
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
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