- Amended tender offer statement by Issuer (SC TO-I/A)
03 December 2008 - 10:33PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE TO
(Rule 14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FLEETWOOD ENTERPRISES, INC.
(Name of Subject Company (Issuer)
FLEETWOOD ENTERPRISES, INC.
(Name of Filing Person (Issuer)
5% Convertible Senior Subordinated Debentures due 2023
(Title of Class of
Securities)
(339099AC7 and 339099AD5)
(CUSIP Number of Class of
Securities)
Leonard J. McGill, Esq.
Senior Vice President, Corporate Development, General Counsel &
Secretary
Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
(951) 351-3500
(Name, address
and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
with copies
to:
Steven R. Finley, Esq.
James J. Moloney, Esq.
Gibson,
Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000
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|
James R. Tanenbaum, Esq.
Morrison &
Forester LLP
1290 Avenue of the Americas
New York, New York 10104
(212) 336-4335
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Calculation of Filing Fee
Transaction Valuation*
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Amount of Filing Fee**
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$
100,000,000
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$
3,930
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*
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Estimated solely for the
purpose of determining the amount of the filing fee. The transaction value is $100,000,000,
which is based on the aggregate principal amount of the 5% Convertible Senior
Subordinated Debentures due 2023 (the Old Debentures) that are sought for
exchange, as of one day prior to the filing date of this Schedule TO.
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**
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Registration fee previously
paid in connection with the Registrants Registration Statement on Form S-4
filed October 30, 2008.
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x
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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:
$3,930
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Filing Party: Fleetwood
Enterprises, Inc.
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Form or Registration
No.: Form S-4 333-154840
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Date Filed: October 30,
2008
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o
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Check the box if
the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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Check the
appropriate boxes to designate any transactions to which the statement
relates:
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o
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third party tender offer subject to
Rule 14d-1.
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x
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issuer tender offer subject to
Rule 13e-4.
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o
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going-private
transaction subject to Rule 13e-3.
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o
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amendment to
Schedule 13D under Rule 13d-2.
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Check the following
box if the filing is a final amendment reporting the results of the tender
offer.
o
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INTRODUCTORY STATEMENT
This Amendment
No. 2 to the Tender Offer Statement on Schedule TO (this Amendment)
amends the Issuer Tender Offer Statement on Schedule TO filed by Fleetwood
Enterprises, Inc., a Delaware corporation (the Company), on October 30,
2008, as amended (this Schedule TO).
This Amendment relates to the Companys offer to exchange (the Exchange
Offer) up to $103,000,000 aggregate principal amount of our new 14% Senior
Secured Notes due 2011 (the New Notes) and up to 14,000,000 shares of our
common stock, having an aggregate value of up to $10,500,000 (the Shares),
for any and all of the Companys currently outstanding 5% Convertible Senior
Subordinated Debentures due 2023 (Old Debentures) validly tendered and
accepted in accordance with the terms and subject to the conditions set forth
in the Prospectus forming a part of the Companys Registration Statement on Form S-4
filed with the Securities and Exchange Commission (the SEC) on October 30,
2008 (as amended on November 28, 2008, December 3, 2008 and as may be
further amended from time to time, the Registration Statement), and in the
related Letter of Transmittal, which are filed as exhibits (a)(1)(A) and
(a)(1)(B) to this Amendment, respectively.
This Amendment
is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(3) promulgated
under the Securities Exchange Act of 1934, as amended.
Items 1,
3, 4, 6, 7 and 9.
Items 1, 3, 4,
6, 7 and 9 of this Schedule TO are amended and restated as follows:
The Company is
the issuer of the Old Debentures and is offering to purchase any and all of the
Old Debentures if validly tendered and accepted in accordance with the terms
and subject to the conditions set forth in the Prospectus and the related
Letter of Transmittal. The Company maintains its principal and executive
offices at 3125 Myers Street, Riverside, CA, 92503, telephone: (951) 351-3500.
As permitted by General Instruction F to Schedule TO, all of the information
set forth in the Prospectus forming a part of the Registration Statement, as
amended on December 3, 2008, and the related Letter of Transmittal, and any
supplement or other amendment thereto related to the Exchange Offer hereafter
filed by the Company with the SEC, is hereby incorporated by reference into
this Schedule TO in answer to Items 1, 3, 4, 6, 7 and 9 of this Schedule TO.
Item 12. Exhibits.
Item 12 is
hereby amended and restated as follows:
Exhibit Number
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Description
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(a)(1)(A)
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Prospectus
(incorporated herein by reference to the Registration Statement on
Form S-4 filed on December 3, 2008).
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2
(a)(1)(B)
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Form of
Letter of Transmittal (incorporated herein by reference to Exhibit 99.1
to the Registration Statement on Form S-4 filed on October 30,
2008).
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(a)(1)(C)
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Form of
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (incorporated herein by reference to Exhibit 99.2 to the
Registration Statement on Form S-4 filed on October 30, 2008).
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(a)(1)(D)
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Form of
Notice of Guaranteed Delivery (incorporated herein by reference to
Exhibit 99.3 to the Registration Statement on Form S-4 filed on
October 30, 2008).
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(a)(1)(E)
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Form of
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees (incorporated herein by reference to Exhibit 99.4 to the
Registration Statement on Form S-4 filed on October 30, 2008).
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(a)(1)(F)
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Form of
Letter to Clients (incorporated herein by reference to Exhibit 99.5 to
the Registration Statement on Form S-4 filed on October 30, 2008).
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(a)(5)(A)
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Press
Release dated October 30, 2008 (filed on Form 8-K on
October 30, 2008 pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 13e-4 under the Securities
Exchange Act of 1934.
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(a)(5)(B)
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Press
Release dated November 6, 2008 (filed on Form 8-K on November 6, 2008 pursuant
to Rule 425 under the Securities Act of 1933 and deemed filed pursuant
to Rule 13e-4(c) under the Securities Exchange Act of 1934).
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(a)(5)(C)
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Press
Release dated November 28, 2008 (filed on Form 8-K on November 28, 2008
pursuant to Rule 425 under the Securities Act of 1933 and deemed filed
pursuant to Rule 13e-4(c) under the Securities Exchange Act of 1934).
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(b)
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Not
applicable.
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(d)(1)
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Form of
Indenture relating to 14% Senior Secured Notes due 2011, by and between
Fleetwood Enterprises, Inc. and an entity to be named, as Trustee
(incorporated herein by reference to Exhibit 4.10 to the Registration
Statement on Form S-4, as amended, filed on November 28, 2008).
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(d)(2)
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Form of
Senior Secured Note due 2011 (included in Exhibit (d)(1)) (incorporated
herein by reference to Exhibit 4.11 to the Registration Statement on
Form S-4 filed on October 30, 2008).
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(d)(3)
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Amended and Restated Stock Purchase Agreement
dated as of May 12, 2008 among Fleetwood Enterprises, Inc.,
Fleetwood Holdings, Inc., FTCA, LLC, and FTCA Real Estate, LLC
(incorporated herein by reference to Exhibit 2.1 to our Current Report
on Form 8-K filed on May 16, 2008).
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(d)(4)
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Amended Certificate of Designation, Preferences
and Rights of Series A Junior Participating Preferred Stock
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 29, 2001).
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(d)(5)
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Amended and Restated Declaration of Trust of
Fleetwood Capital Trust dated as of February 10, 1998, by and among
Fleetwood Enterprises, Inc. and individual trustees of the Trust
(incorporated herein by reference to our Registration Statement on
Form S-4 filed on April 9, 1998).
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(d)(6)
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Form of employment agreement between
Fleetwood and senior executive officers (incorporated herein by reference to
our Annual Report on Form 10-K for the year ended April 29, 2001).
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(d)(7)
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Form of employment agreement re: change in
control between Fleetwood and senior officers (incorporated herein by
reference to our Annual Report on Form 10-K for the year ended
April 29, 2001).
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3
(d)(8)
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Amended and Restated Deferred Compensation Plan
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 28, 1996).
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(d)(9)
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Amended and Restated Supplemental Benefit Plan
(incorporated herein by reference to our Annual Report on Form 10-K for the
year ended April 28 1996).
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(d)(10)
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2005 Deferred Compensation Plan (incorporated
herein by reference to our Quarterly Report on Form 10-Q for the quarter
ended January 23, 2005).
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(d)(11)
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Amended and Restated Benefit Restoration Plan
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 28 1996).
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(d)(12)
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Amended and Restated 1992 Stock-Based Incentive
Compensation Plan (incorporated herein by reference to our Quarterly Report
on Form 10-Q for the quarter ended January 25, 2004).
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(d)(13)
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Amended and Restated 1992 Non-Employee Director
Stock Option Plan (incorporated herein by reference to our Quarterly Report
on Form 10-Q for the quarter ended January 25, 2004).
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(d)(14)
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Securities Purchase Agreement, dated as of
July 26, 2006 (incorporated herein by reference to our Current Report on
Form 8-K filed on July 28, 2006).
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(d)(15)
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Description of amendments to terms of certain
executive compensation (incorporated herein by reference to our Current
Report on Form 8-K filed on May 19, 2005).
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(d)(16)
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Description of amendments to terms of certain
executive compensation (incorporated herein by reference to our Current
Report on Form 8-K filed on December 17, 2004).
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(d)(17)
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Alternative Form of Non-Qualified Stock
Option Agreement for 1992 Stock-Based Incentive Compensation Plan
(incorporated by reference to our Current Report on Form 8-K filed on
September 16, 2004).
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(d)(18)
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Employment agreement between Fleetwood and Elden
L. Smith as of March 8, 2005 (incorporated herein by reference to our
Annual Report on Form 10-K for the year ended April 24, 2005).
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(d)(19)
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Description of Director cash compensation
(incorporated herein by reference to our Current Report on Form 8-K
filed on September 16, 2004).
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(d)(20)
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Elden L. Smith Stock Option Plan and Agreement
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 24, 2005).
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(d)(21)
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Form of Employment Agreement between
Fleetwood and certain senior executive officers, adopted July 2002
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 28, 2002).
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(d)(22)
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Form of Non-Qualified Stock Option Agreement
for 1992 Non-Employee Director Stock Option Plan (incorporated herein by
reference to our Current Report on Form 8-K filed on September 16,
2004).
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(d)(23)
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2002 Long-Term Performance Plan (incorporated
herein by reference to our Quarterly Report on Form 10-Q for the quarter
ended October 27, 2002).
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4
(d)(24)
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Form of Non-Qualified Stock Option Agreement
for 1992 Stock Incentive Compensation Plan (incorporated herein by reference
to our Current Report on Form 8-K filed on September 16, 2004).
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(d)(25)
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2005 Senior Executive Short-Term Incentive
Compensation Plan (incorporated herein by reference to Exhibit A to our
Definitive Proxy Statement filed on August 12, 2005).
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(d)(26)
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Amendment to Amended and Restated 1992 Stock-Based
Incentive Compensation Plan (incorporated herein by reference to our Current
Report on Form 8-K filed on June 15, 2006).
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(d)(27)
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Fleetwood Enterprises, Inc. 2007 Stock
Incentive Plan (incorporated herein by reference to our Current Report on
Form 8-K filed on September 19, 2007).
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(d)(28)
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Fleetwood Enterprises, Inc. Form of
Restricted Stock Award Agreement dated September 13, 2007 (incorporated
herein by reference to our Current Report on Form 8-K filed on
September 19, 2007).
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(d)(29)
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Form of executive officer employment
agreement (incorporated herein by reference to our Current Report on
Form 8-K filed on January 24, 2007).
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(d)(30)
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Form of executive officer employment
agreement (amending 2001 form) (incorporated herein by reference to
Exhibit 10.1 in our Current Report on Form 8-K filed on
November 16, 2007).
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(d)(31)
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Form of executive officer employment
agreement (amending post-2001 form) (incorporated herein by reference to
Exhibit 10.2 in our Current Report on Form 8-K filed on November 16,
2007).
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(d)(32)
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Form of executive officer change-in-control
agreement (incorporated herein by reference to Exhibit 10.3 in our
Current Report on Form 8-K filed on November 16, 2007).
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(g)
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Not
applicable.
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(h)
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Not
applicable.
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5
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment to Schedule TO is true, complete and
correct.
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FLEETWOOD
ENTERPRISES, INC.
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By:
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/s/ Leonard
J. McGill
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Leonard J.
McGill
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Senior Vice
President, Corporate Development,
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General
Counsel & Secretary
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Date: December
3, 2008
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Index to Exhibits
Exhibit Number
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Description
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(a)(1)(A)
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Prospectus
(incorporated herein by reference to the Registration Statement on
Form S-4 filed on December 3, 2008).
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(a)(1)(B)
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Form of
Letter of Transmittal (incorporated herein by reference to Exhibit 99.1
to the Registration Statement on Form S-4 filed on October 30,
2008).
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(a)(1)(C)
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Form of
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (incorporated herein by reference to Exhibit 99.2 to the Registration
Statement on Form S-4 filed on October 30, 2008).
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(a)(1)(D)
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Form of
Notice of Guaranteed Delivery (incorporated herein by reference to
Exhibit 99.3 to the Registration Statement on Form S-4 filed on
October 30, 2008).
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(a)(1)(E)
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Form of
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees (incorporated herein by reference to Exhibit 99.4 to the
Registration Statement on Form S-4 filed on October 30, 2008).
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(a)(1)(F)
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Form of
Letter to Clients (incorporated herein by reference to Exhibit 99.5 to
the Registration Statement on Form S-4 filed on October 30, 2008).
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(a)(5)(A)
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Press
Release dated October 30, 2008 (filed on Form 8-K on
October 30, 2008 pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 13e-4 under the Securities
Exchange Act of 1934.
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(a)(5)(B)
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Press
Release dated November 6, 2008 (filed on Form 8-K on November 6, 2008 pursuant
to Rule 425 under the Securities Act of 1933 and deemed filed pursuant
to Rule 13e-4(c) under the Securities Exchange Act of 1934).
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(a)(5)(C)
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Press
Release dated November 28, 2008 (filed on Form 8-K on November 28, 2008
pursuant to Rule 425 under the Securities Act of 1933 and deemed filed
pursuant to Rule 13e-4(c) under the Securities Exchange Act of 1934).
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(b)
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Not
applicable.
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(d)(1)
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Form of
Indenture relating to 14% Senior Secured Notes due 2011, by and between
Fleetwood Enterprises, Inc. and an entity to be named, as Trustee
(incorporated herein by reference to Exhibit 4.10 to the Registration
Statement on Form S-4, as amended, filed on November 28, 2008).
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(d)(2)
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Form of
Senior Secured Note due 2011 (included in Exhibit (d)(1)) (incorporated
herein by reference to Exhibit 4.11 to the Registration Statement on
Form S-4 filed on October 30, 2008).
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(d)(3)
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Amended and Restated Stock Purchase Agreement
dated as of May 12, 2008 among Fleetwood Enterprises, Inc.,
Fleetwood Holdings, Inc., FTCA, LLC, and FTCA Real Estate, LLC
(incorporated herein by reference to Exhibit 2.1 to our Current Report
on Form 8-K filed on May 16, 2008).
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(d)(4)
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Amended Certificate of Designation, Preferences
and Rights of Series A Junior Participating Preferred Stock
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 29, 2001).
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(d)(5)
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Amended and Restated Declaration of Trust of
Fleetwood Capital Trust dated as of February 10, 1998, by and among
Fleetwood Enterprises, Inc. and individual trustees of the Trust
(incorporated herein by reference to our Registration Statement on
Form S-4 filed on April 9, 1998).
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(d)(6)
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Form of employment agreement between
Fleetwood and senior executive officers (incorporated herein by reference to
our Annual Report on Form 10-K for the year ended April 29, 2001).
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(d)(7)
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Form of employment agreement re: change in
control between Fleetwood and senior officers (incorporated herein by
reference to our Annual Report on Form 10-K for the year ended
April 29, 2001).
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(d)(8)
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Amended and Restated Deferred Compensation Plan
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 28, 1996).
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(d)(9)
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Amended and Restated Supplemental Benefit Plan
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 28 1996).
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(d)(10)
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2005 Deferred Compensation Plan (incorporated
herein by reference to our Quarterly Report on Form 10-Q for the quarter
ended January 23, 2005).
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(d)(11)
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Amended and Restated Benefit Restoration Plan
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 28 1996).
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(d)(12)
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Amended and Restated 1992 Stock-Based Incentive
Compensation Plan (incorporated herein by reference to our Quarterly Report
on Form 10-Q for the quarter ended January 25, 2004).
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(d)(13)
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Amended and Restated 1992 Non-Employee Director
Stock Option Plan (incorporated herein by reference to our Quarterly Report
on Form 10-Q for the quarter ended January 25, 2004).
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(d)(14)
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Securities Purchase Agreement, dated as of
July 26, 2006 (incorporated herein by reference to our Current Report on
Form 8-K filed on July 28, 2006).
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(d)(15)
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Description of amendments to terms of certain
executive compensation (incorporated herein by reference to our Current
Report on Form 8-K filed on May 19, 2005).
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(d)(16)
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Description of amendments to terms of certain
executive compensation (incorporated herein by reference to our Current
Report on Form 8-K filed on December 17, 2004).
|
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(d)(17)
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Alternative Form of Non-Qualified Stock
Option Agreement for 1992 Stock-Based Incentive Compensation Plan
(incorporated by reference to our Current Report on Form 8-K filed on
September 16, 2004).
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(d)(18)
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Employment agreement between Fleetwood and Elden
L. Smith as of March 8, 2005 (incorporated herein by reference to our
Annual Report on Form 10-K for the year ended April 24, 2005).
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(d)(19)
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Description of Director cash compensation
(incorporated herein by reference to our Current Report on Form 8-K
filed on September 16, 2004).
|
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(d)(20)
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Elden L. Smith Stock Option Plan and Agreement
(incorporated herein by reference to our Annual Report on Form 10-K for
the year ended April 24, 2005).
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(d)(21)
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|
Form of Employment Agreement between Fleetwood
and certain senior executive officers, adopted July 2002 (incorporated
herein by reference to our Annual Report on Form 10-K for the year ended
April 28, 2002).
|
2
(d)(22)
|
|
Form of Non-Qualified Stock Option Agreement
for 1992 Non-Employee Director Stock Option Plan (incorporated herein by
reference to our Current Report on Form 8-K filed on September 16,
2004).
|
|
|
|
(d)(23)
|
|
2002 Long-Term Performance Plan (incorporated
herein by reference to our Quarterly Report on Form 10-Q for the quarter
ended October 27, 2002).
|
|
|
|
(d)(24)
|
|
Form of Non-Qualified Stock Option Agreement
for 1992 Stock Incentive Compensation Plan (incorporated herein by reference
to our Current Report on Form 8-K filed on September 16, 2004).
|
|
|
|
(d)(25)
|
|
2005 Senior Executive Short-Term Incentive
Compensation Plan (incorporated herein by reference to Exhibit A to our
Definitive Proxy Statement filed on August 12, 2005).
|
|
|
|
(d)(26)
|
|
Amendment to Amended and Restated 1992 Stock-Based
Incentive Compensation Plan (incorporated herein by reference to our Current
Report on Form 8-K filed on June 15, 2006).
|
|
|
|
(d)(27)
|
|
Fleetwood Enterprises, Inc. 2007 Stock
Incentive Plan (incorporated herein by reference to our Current Report on Form 8-K
filed on September 19, 2007).
|
|
|
|
(d)(28)
|
|
Fleetwood Enterprises, Inc. Form of
Restricted Stock Award Agreement dated September 13, 2007 (incorporated
herein by reference to our Current Report on Form 8-K filed on
September 19, 2007).
|
|
|
|
(d)(29)
|
|
Form of executive officer employment
agreement (incorporated herein by reference to our Current Report on
Form 8-K filed on January 24, 2007).
|
|
|
|
(d)(30)
|
|
Form of executive officer employment
agreement (amending 2001 form) (incorporated herein by reference to
Exhibit 10.1 in our Current Report on Form 8-K filed on
November 16, 2007).
|
|
|
|
(d)(31)
|
|
Form of executive officer employment
agreement (amending post-2001 form) (incorporated herein by reference to
Exhibit 10.2 in our Current Report on Form 8-K filed on
November 16, 2007).
|
|
|
|
(d)(32)
|
|
Form of executive officer change-in-control
agreement (incorporated herein by reference to Exhibit 10.3 in our
Current Report on Form 8-K filed on November 16, 2007).
|
|
|
|
(g)
|
|
Not
applicable.
|
|
|
|
(h)
|
|
Not
applicable.
|
3
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