Fleetwood Initiates Offer Under Terms of Indenture to Repurchase 5 Percent Debentures With Common Stock
06 November 2008 - 9:45PM
PR Newswire (US)
RIVERSIDE, Calif., Nov. 6 /PRNewswire-FirstCall/ -- Fleetwood
Enterprises, Inc. (NYSE:FLE) announced today that in accordance
with the terms of the indenture governing the $100 million
principal 5% convertible senior subordinated debentures, it is
filing a registration statement, a tender offer statement, and
other related documents with the Securities and Exchange Commission
(SEC), in connection with its offer to repurchase the debentures
with shares of its common stock. This offer is being made to
satisfy Fleetwood's obligations to any holders of the debentures
that may exercise their right to require Fleetwood to repurchase
the debentures at par on December 15, 2008. Alternatively, holders
of the debentures may elect to participate in Fleetwood's
previously announced exchange offer, whereby Fleetwood has offered
holders of the debentures a combination of new senior secured notes
due 2011 that are guaranteed by certain Fleetwood subsidiaries and
shares of common stock in exchange for their debentures. For each
$1,000 principal amount of debentures tendered in this offer, the
Company is offering a number of shares of the Company's common
stock, equal to the quotient of: (i) $1,000 divided by (ii) 95% of
the market price of one share of common stock. Holders that
exercise their repurchase right will also receive cash for all
interest accrued and unpaid up to, but excluding, December 15,
2008, in the amount of $25 for each $1,000 principal amount of
debentures. As defined in the indenture governing the debentures,
the "Market Price" means the arithmetic average of the volume
weighted average prices of the common stock for each of the 20
trading days beginning on November 14, 2008, and ending on December
12, 2008. In order to tender debentures for repurchase, a
repurchase notice must be completed, signed, and returned to The
Bank of New York Mellon Trust Company, N.A., as Paying Agent, prior
to 5:00 p.m. Eastern Time on December 15, 2008. Holders of
debentures that hold their securities through The Depository Trust
Company (DTC) and wish to exercise their repurchase right should
comply with the Automated Tender Offer Program procedures of DTC.
Tenders of debentures may be validly withdrawn at any time prior to
5:00 p.m. Eastern Time on December 15, 2008, but not thereafter.
Important Information Regarding Repurchase Offer In connection with
this repurchase offer, a registration statement on Form S-4, a
tender offer statement on Schedule TO, and related documents are
being filed by Fleetwood with the SEC. The common stock may not be
exchanged or sold nor may offers to exchange or buy be accepted
prior to the time the registration statement becomes effective.
This news release shall not constitute an offer to exchange or
sell, or the solicitation of an offer to exchange or buy, nor shall
there be any exchange or sale of such securities in any state in
which such offer, exchange, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state. Holders of the debentures are strongly advised to
read the registration statement, tender offer statement, and other
related documents because these documents contain important
information. Such holders may obtain copies of the repurchase offer
materials from MacKenzie Partners, the information agent for this
repurchase offer, at 800-322-2885. These documents can also be
obtained at no charge from Fleetwood or at the SEC's website,
http://www.sec.gov/. Fleetwood is not making any recommendation to
holders of outstanding debentures as to whether they should tender
them pursuant to this repurchase offer. About Fleetwood Fleetwood
Enterprises, Inc., through its subsidiaries, is a leading producer
of recreational vehicles and manufactured homes. This Fortune 1000
company, headquartered in Riverside, Calif., is dedicated to
providing quality, innovative products that offer exceptional value
to its customers. Fleetwood operates facilities strategically
located throughout the nation, including recreational vehicle,
factory-built housing and supply subsidiary plants. For more
information, visit the Company's website at
http://www.fleetwood.com/. This press release contains certain
forward-looking statements and information based on the beliefs of
Fleetwood's management as well as assumptions made by, and
information currently available to, Fleetwood's management. Such
statements, including those regarding the completion of and the
scheduled expiration date of this repurchase offer, reflect the
current views of Fleetwood with respect to future events and are
subject to certain risks, uncertainties, and assumptions, including
risk factors identified in Fleetwood's 10-K and other SEC filings.
These risks and uncertainties include, without limitation, the
significant demands on our liquidity while current economic and
credit conditions are severely affecting our operations, including
the potential repurchase of 5% debentures in December 2008 if we do
not have sufficient shares of common stock to satisfy the
obligation to repurchase the remaining amount of the 5% debentures
outstanding; the lack of assurance that we will regain sustainable
profitability in the foreseeable future; our potential inability to
decrease our operating losses and negative cash flow; the effect of
ongoing weakness in both the manufactured housing and recreational
vehicle markets, especially the recreational vehicle market which
has deteriorated sharply in recent months; the effect of a decline
in home equity values, volatile fuel prices and interest rates,
global tensions, employment trends, stock market performance,
credit crisis, availability of financing generally, and other
factors that can and have had a negative impact on consumer
confidence, and which may reduce demand for our products,
particularly recreational vehicles; the availability and cost of
wholesale and retail financing for both manufactured housing and
recreational vehicles; our ability to comply with financial tests
and covenants on existing and future debt obligations; our ability
to obtain, on reasonable terms if at all, the financing we will
need in the future to execute our business strategies; the
volatility of our stock price and the risk of potential delisting
from the NYSE; potential dilution associated with future equity or
equity-linked financings we may undertake to raise additional
capital and the risk that the equity pricing may not be favorable;
the cyclical and seasonal nature of both the manufactured housing
and recreational vehicle industries; the increasing costs of
component parts and commodities that we may be unable to recoup in
our product prices; repurchase agreements with floorplan lenders,
which we currently expect could result in increased costs due to
the deteriorated market conditions; expenses and uncertainties
associated with the entry into new business segments or the
manufacturing, development, and introduction of new products; the
potential for excessive retail inventory levels and dealers' desire
to reduce inventory levels in the manufactured housing and
recreational vehicle industries; the effect on our sales, margins
and market share from aggressive discounting by competitors;
potential increases in the frequency and size of product liability,
wrongful death, class action, and other legal actions; and the
highly competitive nature of our industries and changes in our
competitive landscape. Filed by Fleetwood Enterprises, Inc.
pursuant to Rule 425 under the Securities Act of 1933 and Rule
13e-4 under the Securities Exchange Act of 1934 Subject Company:
Fleetwood Enterprises, Inc. Commission File No. 001-7699 Contact:
Lyle Larkin, Vice President -- Treasurer, (951) 351-3535 -- Kathy
A. Munson, Director -- Investor Relations, (951) 351-3650
DATASOURCE: Fleetwood Enterprises, Inc. CONTACT: Lyle Larkin, Vice
President-Treasurer, +1-951-351-3535, or Kathy A. Munson,
Director-Investor Relations, +1-951-351-3650, both of Fleetwood
Enterprises, Inc. Web Site: http://www.fleetwood.com/
http://www.sec.gov/
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