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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 ENTERPRISES RAISES $150 MILLION THROUGH
                               SECURITIES OFFERING

RIVERSIDE, CALIF., DECEMBER 14, 2001 -- Fleetwood Enterprises, Inc. (NYSE:FLE),
the nation's largest manufacturer of recreational vehicles and a leading
producer and retailer of manufactured housing, announced today that it has
raised $150 million following the closing of its previously announced offering
of new convertible trust preferred securities. The pending exchange offer of a
separate class of convertible trust preferred securities for up to $86.25
million liquidation amount of existing convertible trust preferred securities is
still scheduled to terminate on January 4, 2002.

The convertible trust preferred securities sold today in the cash offer will
have a distribution rate of 9.5 percent per year and will be convertible into
Fleetwood Common stock at a conversion premium of 15 percent over Tuesday's
closing stock price of $9.01 a share (resulting in a conversion price of $10.36
per share).

"We were pleased to be able to close the cash offering less than two weeks after
we commenced it, in an amount three times greater than the originally announced
deal size, and on terms more favorable to Fleetwood," said Nelson W. Potter,
president and chief executive officer. "Completing this offering improves our
liquidity and operational flexibility."

In accordance with the Company's agreement with its senior secured lenders, up
to $62 million of the convertible trust preferred securities will be used to pay
down outstanding borrowings under the Company's revolver and term loan. The
balance of the proceeds, after allowing for expenses of the offerings and taxes
expected to be incurred in the exchange offer, will be used for general
corporate purposes.

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

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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, EXECUTIVE VICE
PRESIDENT--CHIEF FINANCIAL OFFICER, +1-909-351-3340, OR LYLE LARKIN, VICE
PRESIDENT--TREASURER, +1-909-351-3535, BOTH OF FLEETWOOD ENTERPRISES, INC.

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