SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
Amendment No. 2
(Final Amendment)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934)
FLEETWOOD ENTERPRISES, INC.
(Name of Issuer)
FLEETWOOD ENTERPRISES, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
33909910
(CUSIP Number of Class of Securities)
William H. Lear
Vice President-General Counsel and Secretary
FLEETWOOD ENTERPRISES, INC.
3125 Myers Street, Post Office Box 7638
Riverside, California 92513-7638
(909) 351-3500
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing statement)
Copy to:
Robert E. Dean, Esq.
Gibson, Dunn & Crutcher LLP
Jamboree Center, 4 Park Plaza
Irvine, California 92714
(714) 451-3954
May 31, 1996
(Date tender offer first published, sent or given to security holders)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$239,685,273.00 $47,937.05
* Determined pursuant to Rule 0-ll(b)(1) of the Securities Exchange Act
of 1934, based upon the purchase of 7,731,783 shares at $31.00
per share.
X Check 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.
Amount previously paid: $70,680 Filing party: Fleetwood
Form or Registration No. Schedule 13E-4 Enterprises, Inc.
Date filed: May 31, 1996
This Amendment No. 2 (Final Amendment), dated July 23, 1996, amends and
supplements the Issuer Tender Offer Statement on Schedule 13E-4 dated May 31,
1996 (the"Schedule 13E-4") of Fleetwood Enterprises, Inc., a Delaware
corporation (the "Company"), filed with the Securities and Exchange
Commission in connection with the Company's offer to purchase (the "Offer")
up to 11,400,000 shares of Common stock of the Company, par value $1.00 per
share (the "Shares") (including the associated Series A Junior Participating
Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights
Agreement dated as of November 10, 1988, between the Company and The First
National Bank of Boston, as Rights Agent), at a price, net to the sellers in
cash, without interest thereon, not greater than $31.00 nor less than $27.00
per Share, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated May 31, 1996 and the related Letter of Transmittal,
copies of which were filed as Exhibits (a)(1) and (a)(2), respectively, to
the Schedule 13E-4 and incorporated by reference therein.
Items 8 and 9 and the Exhibit Index of the Schedule 13E-4 are hereby
supplemented and amended by adding the following:
Item 8. Additional Information.
(e) At 12:00 midnight, New York City time, on Wednesday, July 10,
1996 (the "Expiration Date"), the Offer expired. Based upon the information
provided by The First National Bank of Boston (the "Depositary"), a total of
7,731,783 Shares were validly tendered and not withdrawn, including Shares
for which certificates were delivered to the Depositary pursuant to the
guaranteed delivery procedure set forth in the Offer to Purchase. Because
fewer than 11,400,000 Shares were tendered in the Offer, the Company will
purchase all of the Shares validly tendered at a Purchase Price of $31.00
per Share. Accordingly, the Company accepted for purchase all Shares that
were validly tendered at prices at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date, upon the terms and subject to
the conditions of the Offer. No proration was required. After giving
effect to the Company's purchase of Shares pursuant to the Offer, the total
number of Shares outstanding is 38,056,659.
A copy of the Company's press release dated July 11, 1996, announcing
the results of the Offer and the purchase price of the Shares is attached
hereto as Exhibit (a)(10), and is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Exhibit No. Description
(a)(10) Form of press release issued by the Company on July 11,
1996
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
FLEETWOOD ENTERPRISES, INC.
Dated: July 23, 1996 By: ____________________________
Paul M. Bingham
Financial Vice President
INDEX TO EXHIBITS
Exhibit No. Description
(a)(10) Form of press release issued by the Company on July 11,
1996
Exhibit No. (a)(10)
FLEETWOOD ENTERPRISES, INC. (NYSE/PSE)
Paul M. Bingham, Financial Vice President
Fleetwood Announces Results of Dutch
Auction Tender Offer
Paul M. Bingham (909) 351-3504
Lyle N. Larkin (909) 351-3535
Immediate
FLEETWOOD ANNOUNCES RESULTS OF
DUTCH AUCTION TENDER OFFER
RIVERSIDE, Calif., July 11, 1996 -- Fleetwood Enterprises, Inc., the
nation's leading producer of manufactured housing and recreational vehicles,
announced today that based on a preliminary count by the depositary for its
Dutch Auction tender offer, the Company expects to purchase approximately
7,826,000 shares of its Common stock, par value $1.00 per share, from its
stockholders at a price of $31.00 per share in accordance with the terms of
the offer. The tender offer expired at 12:00 midnight (Eastern time) on
Wednesday, July 10, 1996.
Under the terms of the tender offer, which commenced on May 31, 1996,
the Company had offered to purchase for cash up to 11,400,000 shares, or
approximately 25 percent, of its issued and outstanding Common stock at a
purchase price not greater than $31.00 nor less than $27.00 per share, net
to the seller in cash, without interest thereon. Because fewer than
11,400,000 shares were tendered, the Company will purchase all of the shares
validly tendered in the offer. The exact number of shares to be purchased
will be determined upon final review of the validity of all tender
documentation, which is expected to be completed in approximately one week.
Payment for shares properly tendered and accepted will be made as
promptly as practicable, and, in the case of shares tendered by guaranteed
delivery procedures, promptly after timely delivery of shares and required
documentation.
On May 29, 1996, the last full New York Stock Exchange trading day
prior to announcement of the tender offer, the closing price of the Common
stock was $27.625 per share. The closing price of the Company's Common
stock on July 10, 1996, the last full New York Stock Exchange trading day
prior to expiration of the tender offer, was $30.75 per share.
The shares that the Company expects to purchase in the tender offer
represent approximately 17 percent of the 45,640,442 shares outstanding
immediately prior to the commencement of the offer. After the purchase of
the shares pursuant to the tender offer, the Company will have approximately
37,800,000 shares of Common stock outstanding.
PaineWebber Incorporated acted as the financial advisor and dealer
manager for the tender offer.
# # #
