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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2
to
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 DUE 2028
(AND RELATED 6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2028 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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$37,950,000(1) $9,487.50(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 December 11, 2001 of the maximum
amount of 6% Convertible Trust Preferred Securities due 2028 that may
be received by Fleetwood Capital Trust II from tendering holders in
the exchange offer.
(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, as amended on December 5, 2001, December 10, 2001 and
December 11, 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: $30,000 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 Amendment No. 2 to the Tender Offer Statement on Schedule TO (the
"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 $37.95 million in liquidation
amount of Convertible Trust Preferred Securities 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) that we have filed with the Securities
and Exchange Commission on June 12, 2001, as amended on August 3, 2001, December
5, 2001, December 10, 2001 and December 11, 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.
Item 11. Additional Information
Item 11 of the Schedule TO is hereby amended and supplemented to include
the following information:
On December 11, 2001, we filed Amendment No. 4 to the Registration
Statement, which amends our offer to exchange and includes the following
amended exhibit: Opinion of Gibson, Dunn & Crutcher LLP as to certain tax
matters for the further Amended Exchange Offer, filed as Exhibit 8.1 to the
Registration Statement and incorporated herein as Exhibit (h)(3) by reference.
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ITEM 12. EXHIBITS.
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Item 12 of the Schedule TO is hereby amended and supplemented to include
the following Exhibit:
(h)(3) Opinion of Gibson, Dunn & Crutcher LLP as to certain tax
matters for the further Amended Exchange Offer.*
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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, December 5, 2001, December 10, 2001 and December 11, 2001.
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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 11, 2001
FLEETWOOD ENTERPRISES, INC.
By: /s/ Boyd R. Plowman
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Name: Boyd R. Plowman
Title: Senior Vice President-Finance and
Chief Financial Officer
FLEETWOOD CAPITAL TRUST II
By: /s/ Boyd R. Plowman
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Boyd R. Plowman
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)(1)(iii) Form of Letter of Transmittal for the Amended Exchange Offer.*
(a)(1)(iv) Form of Notice of Guaranteed Delivery for the Amended Exchange
Offer.*
(a)(2) None.
(a)(3) None.
(a)(4)(i) Prospectus contained in the Registration Statement on Forms
S-4 and S-3 filed by us, dated June 12, 2001, as amended on
August 3, 2001 and December 5, 2001.*
(a)(4)(ii) Amended Prospectus contained in our Registration Statement
on Forms S-4 and S-3 filed by us, dated June 12, 2001, as
amended on August 3, 2001, December 5, 2001 and December 10,
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.**
(a)(5)(vi) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees for the Amended Exchange Offer.*
(a)(5)(vii) Form of Letter to Clients for the Amended Exchange Offer.*
(a)(5)(viii) Form of Fleetwood Capital Trust Letter to Existing Preferred
Securities Holders and The Depository Trust Company for the
Amended Exchange Offer.*
(a)(5)(ix) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for the Amended Exchange Offer.*
(a)(5)(x) Press Release issued December 6, 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 the holders of the common
securities of Fleetwood Capital Trust II.*
(d)(3) Form of Preferred Securities Guarantee Agreement, by and
between Fleetwood Enterprises, Inc. and The Bank of New
York, as preferred guarantee trustee, for the Amended Exchange
Offer.*
(d)(4) Form of Common Securities Guarantee Agreement, by Fleetwood
Enterprises, Inc. in favor of holders of the common
securities of Fleetwood Capital Trust II, for the Amended
Exchange Offer.*
(g) None.
(h)(1) Opinion of Gibson, Dunn & Crutcher LLP as to certain tax
matters.*
(h)(2) Opinion of Gibson, Dunn & Crutcher LLP as to certain tax
matters for the Amended Exchange Offer.*
(h)(3) Opinion of Gibson, Dunn & Crutcher LLP as to certain tax
matters for the further Amended Exchange Offer.*
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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, December 5, 2001, December 10, 2001 and December 11, 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.
*** Incorporated by reference to the Form 425 filed by Fleetwood Enterprises,
Inc. and Fleetwood Capital Trust II with the Securities and Exchange
Commission on December 6, 2001.
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