SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
Amendment No. 1
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
$353,400,000 $70,680
(*) Determined pursuant to Rule 0-ll(b)(1) of the Securities Exchange Act
of
1934. Assumes the purchase of 11,400,000 shares at the maximum tender
offer price of $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. 1, dated June 28, 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.
Item 8 and the Exhibit Index of the Schedule 13E-4 are hereby
supplemented and amended by adding the following:
Item 8. Additional Information.
(e) On June 28, 1996, the Company issued a press release
announcing that the Offer has been extended and that the Offer, proration
period and withdrawal rights will now expire at 12:00 Midnight, New York
City time, on Wednesday, July 10, 1996, unless extended.
Item 9. Material to be Filed as Exhibits.
Exhibit No. Description
(a)(9) Form of press release issued by the Company on June 28,
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: June 28, 1996 By: ____________________________
Paul M. Bingham
Financial Vice President
INDEX TO EXHIBITS
Exhibit No. Description
(a)(9) Form of press release by the Company on June 28, 1996
Exhibit No. (a)(9)
FLEETWOOD ENTERPRISES, INC. (NYSE/PSE)
Paul M. Bingham, Financial Vice President
Fleetwood Announces Extension of Tender Offer
For Shares of its Common Stock
Paul M. Bingham (909) 351-3504
Lyle N. Larkin (909) 351-3535
Immediate
FLEETWOOD ANNOUNCES EXTENSION OF TENDER OFFER
FOR SHARES OF ITS COMMON STOCK
RIVERSIDE, Calif., June 28, 1996 -- Fleetwood Enterprises, Inc., the
nation's leading producer of manufactured housing and recreational vehicles,
announced today that it has extended its Dutch Auction tender offer to
purchase for cash up to 11,400,000 shares (approximately 25%) of its issued
and outstanding Common stock at a purchase price not greater than $31.00 nor
less than $27.00 per share. The tender offer, proration period and
withdrawal rights will now expire at 12:00 midnight (Eastern time) on
Wednesday, July 10, 1996, unless further extended. Shareholders of record
who have tendered their shares will receive the dividend payable on the
record date, July 5, 1996. The Company has been informed by the Depositary
that approximately 5,100,000 shares have been tendered as of June 27, 1996.
The Company has retained PaineWebber Incorporated to act as its
financial advisor and dealer manager for the tender offer.
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