-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WnTFDrLDd00WOWL6/cYyuNAYxyfHfb+NYM4kOwI/34Vgz0WlAAj+AA0AWG88ucFu LG0X/o624AETNO83Fqj7AQ== 0001144556-03-000015.txt : 20030210 0001144556-03-000015.hdr.sgml : 20030210 20030207175207 ACCESSION NUMBER: 0001144556-03-000015 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030210 GROUP MEMBERS: AMALGAMATED GADGET, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLEETWOOD ENTERPRISES INC/DE/ CENTRAL INDEX KEY: 0000314132 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 951948322 STATE OF INCORPORATION: DE FISCAL YEAR END: 0425 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20848 FILM NUMBER: 03545567 BUSINESS ADDRESS: STREET 1: 3125 MYERS ST STREET 2: P O BOX 7638 CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 9093513798 MAIL ADDRESS: STREET 1: 3125 MYERS ST CITY: RIVERSIDE STATE: CA ZIP: 92503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMALGAMATED GADGET LP CENTRAL INDEX KEY: 0001114634 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 301 COMMERCE ST STREET 2: STE 2975 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: . MAIL ADDRESS: STREET 1: 800 BRAZOS STREET 2: STE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 SC 13G/A 1 fleetwood13g.htm FLEETWOOD ENTERPRISES, INC. SCHEDULE 13G, AMENDMENT NO. 1



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Fleetwood Enterprises, Inc.
(Name of Issuer)

Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)

339099103
(CUSIP Number)

December 31, 2002
(Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

/    /  Rule 13d-1(b)
/ X /  Rule 13d-1(c)
/    /  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

**The total number of shares of the Stock reported herein is 3,401,292 shares, which constitutes approximately 8.7% of the 39,188,324 shares deemed outstanding pursuant to Rule 13d-3(D)(1).  Unless otherwise stated herein, all other ownership percentages set forth herein assume that there are 35,787,032 shares outstanding.

<PAGE>

CUSIP No. 339099103

1.     Name of Reporting Person:

           Amalgamated Gadget, L.P.

2.     Check the Appropriate Box if a Member of a Group:

            (a) /   /

            (b) /   /

3.     SEC Use Only

4.     Citizenship or Place of Organization: Texas

                       5.     Sole Voting Power:  -0-
Number of          
Shares
Beneficially      6.     Shared Voting Power:  -0-
Owned By          
Each
Reporting        7.     Sole Dispositive Power:  -0-
Person          
With
                       8.     Shared Dispositive Power:  -0-

9.     Aggregate Amount Beneficially Owned by Each Reporting Person:

           3,401,292 (1)(2)

10.     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

            /   /

11.     Percent of Class Represented by Amount in Row (9): 8.7% (3)

12.     Type of Reporting Person: PN
- --------------
(1)     Represents shares of Common Stock obtainable (i) upon conversion of 655,000 shares of 9.5% Convertible Trust III Preferred Securities Due February 15, 2013 (the "$4.75 Preferred Securities") issued by Fleetwood Capital Trust III and convertible into Common Stock at a conversion rate of approximately 4.8256 and (ii) upon conversion of 137,317 shares of 9.5% Convertible Trust II Preferred Securities due February 15, 2013 (the "$2.09 Preferred Securities") issued by Fleetwood Capital Trust II and convertible into Common Stock at a conversion rate of approximately 1.7516.
(2)     The shares of Preferred Securities were purchased by Amalgamated Gadget, L.P. for and on behalf of R2 Investments, LDC ("R2") pursuant to an Investment Management Agreement.  Pursuant to such Agreement, Amalgamated Gadget, L.P. has sole voting and dispositive power over such shares and R2 Investments, LDC has no beneficial ownership of such shares.
(3)     Pursuant to Rule 13d-3(D)(1)(i), the number of shares deemed to be outstanding is 39,188,324.

<PAGE>

Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13G Statement dated December 21, 2001 (the "Schedule 13G"), relating to the Common Stock, par value $1.00 per share (the "Stock"), of Fleetwood Enterprises, Inc. (the "Issuer").  Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13G.

Item 4.     Ownership.

Item 4 is hereby amended and restated in its entirety as follows:

(a) - (b)

Reporting Person

Amalgamated

Pursuant to an Investment Management Agreement with R2, Amalgamated may, pursuant to Rule 13d-3(D)(1)(i), be deemed to be the beneficial owner of 3,401,292 shares of the Stock obtainable on conversion of 655,000 shares of the $4.75 Preferred Securities and on conversion of 137,317 shares of the $2.09 Preferred Securities held by Amalgamated, which constitutes 8.7% of the 39,188,324 shares of the Stock deemed to be outstanding thereunder.

Controlling Persons

Scepter

Because of its position as the sole general partner of Amalgamated, Scepter may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,401,292 shares of the Stock, which constitutes approximately 8.7% of the 39,188,324 shares of the Stock deemed outstanding pursuant to Rule 13-3(D)(1)(i).

Raynor

Because of his position as the President and sole shareholder of Scepter, which is the sole general partner of Amalgamated, Raynor may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,401,292 shares of the Stock, which constitutes approximately 8.7% of the 39,188,324 shares of the Stock deemed outstanding pursuant to Rule 13-3(D)(1)(i).

To the best of the knowledge of the Reporting Person, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock.

(c)

Reporting Person

Amalgamated

Amalgamated has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock.

Controlling Persons

Scepter

As the sole general partner of Amalgamated, Scepter has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock.

Raynor

As the President and sole shareholder of Scepter, which is the sole general partner of Amalgamated, Raynor has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock.

Item 10.     Certification.

By signing below I certify that to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


<PAGE>

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


DATED:     February 7, 2003


AMALGAMATED GADGET, L.P.

By: Scepter Holdings, Inc.,
its general partner


By: /s/ William Holloway  
      William Holloway, Authorized Signatory

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