FLE Fleetwood Enterprises

Fleetwood Announces Filing of Registration Statement for a Proposed Exchange Offer and Consent Solicitation for the 6% Trust Preferred Securities of Fleetwood Capital Trust RIVERSIDE, Calif., July 22 /PRNewswire-FirstCall/ -- Fleetwood Enterprises, Inc. (NYSE:FLE), one of the nation's largest producers of recreational vehicles and manufactured homes, today announced the filing of a registration statement (the "Registration Statement") with the U.S. Securities and Exchange Commission ("SEC") relating to a proposed exchange offer and consent solicitation relating to all the outstanding 6% Convertible Trust Preferred Securities (the "Trust Preferred Securities") due 2028, of Fleetwood Capital Trust (CUSIP No. 339072407). Fleetwood proposes to offer to exchange new convertible senior subordinated debentures (the "Debentures") for up to $201,250,000 in aggregate stated liquidation amount of the Trust Preferred Securities. The terms of the exchange offer and the consent solicitation have not yet been determined and will be announced upon commencement. The purpose of the exchange offer is to reduce outstanding liabilities, eliminate all or a substantial portion of the existing deferred distributions on the Trust Preferred Securities, reduce interest expense and improve capital structure and credit statistics. The purpose of the consent solicitation is to solicit consents from holders to amend the governing documents of the Trust Preferred Securities to allow for the purchase or exchange of all or a portion of the Trust Preferred Securities, whether pursuant to the exchange offer or otherwise, during periods in which Fleetwood has exercised its right to defer payment of interest. The exchange offer and consent solicitation are subject to the satisfaction of certain conditions. Fleetwood has filed a Registration Statement relating to the Debentures with the SEC on Form S-4. The Registration Statement has not yet become effective. These securities may not be exchanged or sold nor may offers to exchange or buy be accepted prior to the time the Registration Statement becomes effective. This press release shall not constitute an offer to sell, or the solicitation of an offer to exchange or buy, nor shall there be any exchange or sale of the Debentures in any jurisdiction in which such offer, solicitation or sale would be unlawful. At the time the offer is commenced, Fleetwood will file a Tender Offer Statement on Schedule TO with the SEC. The Tender Offer Statement (including the prospectus attached as an exhibit thereto, a related letter of transmittal and other offer documents) will contain important information that should be read carefully before any decision is made with respect to the exchange offer and the consent solicitation. The prospectus, the related letter of transmittal and certain other offer documents will be made available to all holders of the Trust Preferred Securities at no expense to them. These and any other relevant documents filed by Fleetwood with the SEC can be accessed for free through the website maintained by the SEC at http://www.sec.gov/. Lehman Brothers Inc. is the dealer manager for the exchange offer and the consent solicitation, D.F. King & Co., Inc. is the information agent for the exchange offer and the consent solicitation and tabulation agent for the consent solicitation, and The Bank of New York Trust Company, N.A. is the exchange agent for the exchange offer and the consent solicitation and paying agent for the consent solicitation. The preliminary prospectus and other materials may be requested free of charge by calling the information agent, D.F. King & Co., Inc. at (212) 269-5550 (banks and brokerage firms) or (800) 269-6427 (all others). The information agent can also provide additional information concerning the terms of the exchange offer and the consent solicitation, including all questions relating to the mechanics of the exchange offer and the consent solicitation. About Fleetwood Fleetwood Enterprises, Inc. is a leading producer of recreational vehicles and manufactured homes. This Fortune 1000 company, headquartered in Riverside, Calif., is dedicated to providing quality, innovative products that offer exceptional value to its customers. Fleetwood operates facilities strategically located throughout the nation, including recreational vehicle, manufactured housing and supply subsidiary plants. A website featuring current information regarding Fleetwood Enterprises, Inc. can be found on the Internet at http://www.fleetwood.com/. However, the information on this website does not form a part of this release. 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, including the Registration Statement. These risks and uncertainties include, without limitation, the cyclical nature of both the manufactured housing and recreational vehicle industries; ongoing weakness in the manufactured housing market; continued acceptance of the Company's products; the potential impact on demand for Fleetwood's products as a result of changes in consumer confidence levels; the effect of global tensions on consumer confidence; expenses and uncertainties associated with the manufacturing and introduction of new products; the future availability of manufactured housing retail and wholesale financing and recreational vehicle wholesale financing; exposure to interest rate and market changes affecting certain of Fleetwood's assets and liabilities; availability and pricing of raw materials; changes in retail inventory levels in the manufactured housing and recreational vehicle industries; competitive pricing pressures; the ability to attract and retain quality dealers, executive officers and other personnel; Fleetwood's ability to successfully meet its obligations with respect to Section 404 of the Sarbanes-Oxley Act; and Fleetwood's ability to obtain the financing needed in order to execute its business strategies. Contact: Lyle Larkin, Vice President-Treasurer (951) 351-3535 Kathy Munson, Director-Investor Relations (951) 351-3650 DATASOURCE: Fleetwood Enterprises, Inc. CONTACT: Lyle Larkin, Vice President-Treasurer, +1-951-351-3535, or Kathy Munson, Director-Investor Relations, +1-951-351-3650, both of Fleetwood Enterprises, Inc. Web site: http://www.fleetwood.com/

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