SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
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. 3 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 (No.
333-154840) 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, December 8, 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 8, 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 10. Financial Statements.
Item
10 of this Schedule TO is amended and restated as follows:
(a)
Financial Information.
The
following financial statements and financial information are incorporated
herein by reference:
(1) The
audited financial statements as of April 27, 2008 and April 29, 2007
and each of the three years in the period ended April 27, 2008 and the
unaudited financial statements as of July 27, 2008 and the thirteen week
periods ended July 27, 2008 and July 29, 2007, set forth in the
Companys Current Report on Form 8-K filed on November 28, 2008.
(2) The
unaudited financial statements as of October 26, 2008 and the
thirteen and twenty-six week periods ended October 26, 2008 and October 28,
2007, set forth in the Companys Quarterly Report on Form 10-Q filed
on December 4, 2008.
(3) The
information set forth in the Prospectus in the section entitled Ratios of Earnings
to Fixed Charges.
(4) At October 26,
2008, the book value per share of the Companys common stock was $0.53.
(b)
Pro Forma.
The
pro forma financial statements of the Company included in the Prospectus under
the section entitled Unaudited Pro Forma Condensed Consolidated Financial
Statements are incorporated by reference in answer to Item 10(b) of this
Schedule TO.