Fleetwood Completes Repurchase of 5% Debentures With Common Stock Pursuant to Terms of Indenture
Enterprises, Inc. (NYSE: FLE) announced today that it has completed the offer,
launched on
senior subordinated debentures with shares of its common stock, as required by
the indenture governing the debentures. Approximately
aggregate principal amount of debentures were tendered and accepted in the
offer, which expired at
As previously announced, approximately
amount of the debentures were tendered and accepted in Fleetwood’s previous
exchange offer for new senior notes, which expired on
thus were no longer eligible to participate in the offer to repurchase the
debentures for common stock. Pursuant to the terms of the indenture governing
the debentures, Fleetwood will issue approximately 121.8 million shares of its
common stock to repurchase the tendered debentures. The total number of shares
was based on a price of
average of the volume weighted prices of the common stock during the relevant
20-trading-day period. After issuance of these shares, Fleetwood expects the
total number of outstanding shares of common stock to be approximately 209.2
million.
“The need to satisfy our debenture obligation while maintaining our
liquidity has been successfully accomplished,” said
and chief executive officer. “We were able to refinance
terms that are reasonable in view of the historic dislocation in the worldwide
credit markets. We also preserved liquidity by satisfying the remaining
debentures with common stock, and we are now in a position to focus intensely
on further restructuring our business operations and continuing to drive down
our administrative overhead costs. And in the longer term, although many
observers have anticipated a shakeout among the manufacturers in both RVs and
manufactured housing, we at Fleetwood look forward with a great sense of pride
to continuing our longstanding leadership role in both these industries.”
Important Information Regarding Exchange Offers
In connection with the two offers, registration statements on Form S-4,
tender offer statements on Schedule TO, and related documents and amendments
thereto relating to the offers have been filed by Fleetwood with the SEC. 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 statements, tender offer statements
and other related documents because these documents contain important
information. Such holders may obtain copies of the exchange offer materials
from MacKenzie Partners, the information agent for the offers, 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 did not make any
recommendation to holders of debentures as to whether they should have
tendered their securities pursuant to either 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
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 Fleetwood’s website at 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 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; 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 volatility of our stock price
and the risk of potential delisting from the NYSE; 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 continue to 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; 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
SOURCE Fleetwood Enterprises, Inc.