SC 13D 1 fle13d_robotti06032008.htm FLEETWOOD ENTERPRISES, INC. SC 13D - R. ROBOTTI 06/03/2008 Fleetwood Enterprises, Inc. SC13D - R. Robotti 06/03/2008

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities and Exchange Act of 1934

(Amendment No.)*

Fleetwood Enterprises, Inc.

(Name of Issuer)

 Common Stock, $1.00 Par Value

(Title of Class of Securities)

 

339099 10 3

(CUSIP Number)

 

Robert Robotti
c/o Robotti & Company, Incorporated

52 Vanderbilt Avenue, 4th Floor

New York, New York 10017

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 3, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [  ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See 13d-7 for other parties to whom copies are to be sent.

  (Page 1 of 16 Pages).

*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 the disclosures provided in a prior cover page.
The information required in 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).


Schedule 13D

CUSIP No. 339099 10 3

Page 2 of 16 Pages

 

1.

 

Names of Reporting Persons.
Robert E. Robotti

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 

 

 

 

(b)

 

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[  ]

6.

Citizenship or Place of Organization

United States 

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 3,439,865

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 3,439,865

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  3,439,865

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

  5.4%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  IN, HC

 


Schedule 13D

CUSIP No. 339099 10 3

Page 3 of 16 Pages

 

1.

 

Names of Reporting Persons.
Robotti & Company, Incorporated

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 

 

 

 

(b)

 

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[    ]

6.

Citizenship or Place of Organization

New York 

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 2,703,890

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 2,703,890

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  2,703,890

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

  4.2%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  CO, HC

 


Schedule 13D

CUSIP No. 339099 10 3

Page 4 of 16 Pages

 

1.

 

Names of Reporting Persons.
Robotti & Company, LLC

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 

 

 

 

(b)

 

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[  ]

6.

Citizenship or Place of Organization

New York 

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 51,390

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 51,390

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  51,390

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

  Less than 1%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  OO, BD

 


Schedule 13D

CUSIP No. 339099 10 3

Page 5 of 16 Pages

 

1.

 

Names of Reporting Persons.
Robotti & Company Advisors, LLC

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 

 

 

 

(b)

 

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

New York 

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 2,652,500

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 2,652,500

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

2,652,500

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

4.1%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  OO, IA

 


Schedule 13D

CUSIP No. 339099 10 3

Page 6 of 16 Pages

 

1.

 

Names of Reporting Persons.
Kenneth R. Wasiak

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 

 

 

 

(b)

 

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[  ]

6.

Citizenship or Place of Organization

United States

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 735,975

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 735,975

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  735,975

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

  1.1%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  IN, HC

 


Schedule 13D

CUSIP No. 339099 10 3

Page 7 of 16 Pages

 

1.

 

Names of Reporting Persons.
Ravenswood Management Company, L.L.C.

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 

 

 

 

(b)

 

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[  ]

6.

Citizenship or Place of Organization

New York 

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 735,975

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 735,975

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  735,975

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

1.1%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  OO

 


Schedule 13D

CUSIP No. 339099 10 3

Page 8 of 16 Pages

 

1.

 

Names of Reporting Persons.
The Ravenswood Investment Company, L.P.

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 

 

 

 

(b)

 

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[  ]

6.

Citizenship or Place of Organization

New York 

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 515,879

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 515,879

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  515,879

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

  Less than 1%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  PN

 


Schedule 13D

CUSIP No. 339099 10 3

Page 9 of 16 Pages

 

1.

 

Names of Reporting Persons.
Ravenswood Investments III, L.P.

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 

 

 

 

(b)

 

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[  ]

6.

Citizenship or Place of Organization

New York 

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 220,096

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 220,096

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  220,096

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

  Less than 1%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  PN

 


SCHEDULE 13D

CUSIP No. 339099 10 3

Page 10 of 16 Pages

Item 1.

Security and Issuer

                 This Statement of Beneficial Ownership on Schedule 13D (this "Statement"), relates to shares of the Common Stock, $1.00 par value (the "Common Stock"), of Fleetwood Enterprises, Inc. (the "Issuer").  The address of the Issuer's principal executive office is 3125 Myers Street, Riverside, CA 92503-5527.

Item 2.

Identity and Background

                 (a), (b), (c) and (f).  This Statement is filed on behalf of Robert E. Robotti ("Robotti"), Robotti & Company, Incorporated ("ROBT"), Robotti & Company, LLC ("Robotti & Company"), Robotti & Company Advisors, LLC ("Robotti Advisors"), Kenneth R. Wasiak ("Wasiak"), Ravenswood Management Company, L.L.C. ("RMC"), The Ravenswood Investment Company, L.P.("RIC"), and Ravenswood Investments III, L.P. ("RI," and together with Robotti, ROBT, Robotti & Company, Robotti Advisors, Wasiak, RMC, and RIC the "Reporting Persons").

               Mr. Robotti is a United States citizen whose principal occupation is serving as the president and treasurer of ROBT.  ROBT, a New York corporation, is the parent holding company of Robotti & Company and Robotti Advisors.  Robotti & Company, a New York limited liability company, is a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended ("Exchange Act").  Robotti Advisors, a New York limited liability company, is an investment advisor registered under the Investment Advisers Act of 1940, as amended.

               Mr. Wasiak, is a United States citizen whose principal occupation is serving as a consultant in the accounting firm of Pustorino, Puglisi & Company, P.C.  Each of Messrs. Robotti and Wasiak are Managing Member of RMC.  RMC, a New York limited liability company, is the general partner of RIC and RI.  RIC and RI, New York limited partnerships, are private investment partnerships engaged in the purchase and sale of securities for their own accounts.

               The address of each of the Reporting Persons other than Mr. Wasiak, RMC, RIC and RI is 52 Vanderbilt Avenue, New York, New York 10017.  RMC's, RIC's, and RI's address is 104 Gloucester Road, Massapequa, New York 11758.  Mr. Wasiak's business address is 515 Madison Avenue, New York, New York 10022.

                Executive Officers and Directors:

                In accordance with the provisions of General Instruction C to Schedule 13D information concerning executive officers and directors of ROBT, Robotti & Company, and Robotti Advisors included in Schedule A hereto and is incorporated by reference herein.

              (d) and (e).  None of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons set forth on Schedule A has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

                      The aggregate purchase price of the 51,390 shares of the Common Stock held by Robotti & Company is $307,923.21 (including brokerage fees and expenses).  All of the shares of Common Stock beneficially held by Robotti & Company were paid for using the working capital of its discretionary customers.


SCHEDULE 13D

CUSIP No. 339099 10 3

Page 11 of 16 Pages

                      The aggregate purchase price of the 2,652,500 shares of the Common Stock held by Robotti Advisors is $12,275,167.50 (including brokerage fees and expenses).  All of the shares of Common Stock beneficially held by Robotti Advisors were paid for using the working capital of its clients.

                      The aggregate purchase price of the 515,879 shares of the Common Stock held by RIC is $2,111,572.41 (including brokerage fees and expenses).  All of the shares of Common Stock beneficially held by RIC were paid for using its working capital.

                      The aggregate purchase price of the 220,096 shares of the Common Stock held by RI is $897,453.47 (including brokerage fees and expenses).  All of the shares of Common Stock beneficially held by RI were paid for using its working capital.

Item 4.

Purpose of Transaction

                (a)-(j).  The Common Stock has been acquired by the Reporting Persons for investment purposes and was not acquired with the intent to change or influence control of the Issuer or to participate in any transaction having that purpose or effect.  The Reporting Persons reserve the right to change their plan and intentions at any time as they deem appropriate.

                The Reporting Persons may acquire additional shares of the Common Stock, dispose all or some of these share of the Common Stock from time to time, in each case in the open market or private transactions, block sales or purchases or otherwise, or may continue to hold the shares of the Common Stock, depending on business and market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors.  In addition, the Reporting Persons intend to communicate with other shareholders and management of the Issuer about maximizing the value of their shares of Common Stock.

                 Depending on factors deemed relevant by the Reporting Persons, including but not limited to change in the Issuer's business, governance or financial situation, the Reporting Persons reserves the right to formulate other plans and/or make proposals, and take such actions set forth in this response to Item 4 and any other actions as the Reporting Persons, or any of them, may determine.

                Presently the Reporting Persons have no plans or proposals which would relate or results in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein. 

Item 5.

Interest in Securities of the Issuer

(a)-(b) As of June 13, 2008, the aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:






Reporting Person




Aggregate Number of Shares


Number of Shares: Sole Power to Vote or Dispose


Number of Shares: Shared Power to Vote or Dispose




Approximate Percentage*

Robotti (1)(2)(3)(4)(5)

3,439,865

0

3,439,865

5.35%

ROBT (1)(2)(3)

2,703,890

0

2,703,890

4.21%

Robotti & Company (1)(2)

51,390

0

51,390

**

Robotti Advisors (1)(3)

2,652,500

0

2,652,500

4.13%

Wasiak (1)(4)(5)

735,975

0

735,975

1.14%

RMC (1)(4)(5)

735,975

0

735,975

1.14%

RIC (1)(4)

515,879

0

515,879

**

RI (1)(5)

220,096

0

220,096

**


SCHEDULE 13D

CUSIP No. 339099 10 3

Page 12 of 16 Pages

                     *  Based on 64,256,522 shares of Common Stock, $1.00 par value, outstanding as of February 29, 2008, as disclosed in the Issuer's Quarterly Report on Form 10-Q, for the quarter ended January 27, 2008.

                     **  Less than one percent.

              (1) Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Filing Parties except to the extent of such Reporting Person's pecuniary interest therein, if any.
              (2) Each of Mr. Robotti and ROBT share with Robotti & Company the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 51,390 shares of Common Stock owned by the discretionary customers of Robotti & Company.
              (3) Each of Mr. Robotti and ROBT share with Robotti Advisors the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 2,652,500 shares of Common Stock owned by the advisory clients of Robotti Advisors.
              (4) Each of Messrs. Robotti and Wasiak and RMC share with RIC the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 515,879 shares of Common Stock owned by RIC.
              (5) Each of Messrs. Robotti and Wasiak and RMC share with RI the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 220,096 shares of Common Stock owned by RI.

(c) The table below lists all the transactions in the Issuer's Common Stock in the last sixty days by the Reporting Persons.  All such transactions were made by Robotti & Company, Robotti Advisors, RIC and RI in the open market.

Transactions in Shares Within The Past Sixty Days


Party


Date of Purchase/ Sale

Number of Shares of the Common Stock


Buy/Sell


Price Per Share

Robotti Advisors' Advisory Clients

04/22/2008

7,800

BUY

$3.87

Robotti Advisors' Advisory Clients

04/30/2008

5,150

BUY

$3.6119

Robotti Advisors' Advisory Clients

05/05/2008

1,900

BUY

$3.45

Robotti Advisors' Advisory Clients

05/08/2008

62,800

BUY

$3.7756

Robotti Advisors' Advisory Clients

05/08/2008

27,000

BUY

$3.7847

RIC

05/08/2008

18,900

BUY

$3.7847

RI

05/08/2008

8,100

BUY

$3.7847

Robotti Advisors' Advisory Clients

05/09/2008

64,700

BUY

$3.7992

Robotti Advisors' Advisory Clients

05/09/2008

20,200

BUY

$3.7997

RIC

05/09/2008

14,140

BUY

$3.7992

RI

05/09/2008

6,060

BUY

$3.7992

Robotti Advisors' Advisory Clients

05/12/2008

17,798

BUY

$3.8336

Robotti Advisors' Advisory Clients

05/12/2008

5,000

BUY

$3.8357

RIC

05/12/2008

3,500

BUY

$3.8357

RI

05/12/2008

1,500

BUY

$3.8357

Robotti Advisors' Advisory Clients

05/13/2008

143,971

BUY

$3.8099

Robotti Advisors' Advisory Clients

05/13/2008

80,000

BUY

$3.8106

RIC

05/13/2008

56,000

BUY

$3.8106

RI

05/13/2008

24,000

BUY

$3.8106

Robotti Advisors' Advisory Clients

05/14/2008

100,750

BUY

$3.8493

Robotti Advisors' Advisory Clients

05/14/2008

70,000

BUY

$3.8478

RIC

05/14/2008

49,000

BUY

$3.8478

RI

05/14/2008

21,000

BUY

$3.8478


SCHEDULE 13D

CUSIP No. 339099 10 3

Page 13 of 16 Pages

Robotti Advisors' Advisory Clients

05/15/2008

124,738

BUY

$3.8469

Robotti Advisors' Advisory Clients

05/15/2008

30,000

BUY

$3.8408

RIC

05/15/2008

21,000

BUY

$3.8408

RI

05/15/2008

9,000

BUY

$3.8408

Robotti Advisors' Advisory Clients

05/16/2008

142,296

BUY

$3.8215

Robotti Advisors' Advisory Clients

05/16/2008

76,000

BUY

$3.8164

RIC

05/16/2008

52,590

BUY

$3.8164

RI

05/16/2008

22,547

BUY

$3.8164

Robotti Advisors' Advisory Clients

05/19/2008

130,170

BUY

$3.8487

Robotti Advisors' Advisory Clients

05/19/2008

30,000

BUY

$3.8493

RIC

05/19/2008

21,471

BUY

$3.8493

RI

05/19/2008

9,202

BUY

$3.8493

Robotti Advisors' Advisory Clients

05/20/2008

151,828

BUY

$3.8379

Robotti Advisors' Advisory Clients

05/20/2008

60,000

BUY

$3.8421

RIC

05/20/2008

42,000

BUY

$3.8421

RI

05/20/2008

18,000

BUY

$3.8421

Robotti Advisors' Advisory Clients

05/21/2008

40,700

BUY

$3.85

Robotti Advisors' Advisory Clients

05/21/2008

10,400

BUY

$3.8512

RIC

05/21/2008

7,280

BUY

$3.8512

RI

05/21/2008

3.120

BUY

$3.8512

Robotti Advisors' Advisory Clients

05/22/2008

407

BUY

$3.85

Robotti Advisors' Advisory Clients

05/22/2008

3,000

BUY

$3.85

RIC

05/22/2008

2,100

BUY

$3.85

RI

05/22/2008

900

BUY

$3.85

Robotti Advisors' Advisory Clients

05/23/2008

116,137

BUY

$3.8117

Robotti Advisors' Advisory Clients

05/23/2008

100,000

BUY

$3.8238

RIC

05/23/2008

70,000

BUY

$3.8238

RI

05/23/2008

30,000

BUY

$3.8238

Robotti Advisors' Advisory Clients

05/27/2008

31,500

BUY

$3.8486

Robotti Advisors' Advisory Clients

05/27/2008

10,500

BUY

$3.8495

RIC

05/27/2008

7,350

BUY

$3.8495

RI

05/27/2008

3,150

BUY

$3.8495

Robotti & Company Discretionary Customer



05/28/2008



550



SELL



$4.00

Robotti Advisors' Advisory Clients

06/02/2008

56,176

BUY

$3.8499

Robotti Advisors' Advisory Clients

06/02/2008

46,950

BUY

$3.8494

RIC

06/02/2008

32,900

BUY

$3.8493

RI

06/02/2008

14,100

BUY

$3.8493

Robotti Advisors' Advisory Clients

06/03/2008

35,748

BUY

$3.8445

RIC

06/03/2008

15,785

BUY

$3.85

RI

06/03/2008

6,765

BUY

$3.85

Robotti Advisors' Advisory Clients

06/04/2008

500

BUY

$3.84

Robotti Advisors' Advisory Clients

06/09/2008

2,000

BUY

$3.85

RIC

06/09/2008

10,680

BUY

$3.85

RI

06/09/2008

4,576

BUY

$3.85

Robotti Advisors' Advisory Clients

06/10/2008

1,600

BUY

$3.85

RIC

06/10/2008

1,820

BUY

$3.85

RI

06/10/2008

780

BUY

$3.85

Robotti Advisors' Advisory Clients

06/11/2008

120,781

BUY

$3.8492

RIC

06/11/2008

53,600

BUY

$3.8479

RI

06/11/2008

23,059

BUY

$3.8479


SCHEDULE 13D

CUSIP No. 339099 10 3

Page 14 of 16 Pages

(d)

No Person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock beneficially owned by the Reporting Persons.

(e)

Not Applicable.

Item 6.

Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.

Each of the Reporting Persons is a party to a Joint Filing Agreement dated as of June 13, 2008 (the "Joint Filing Agreement"), pursuant to which the Reporting Persons agreed to jointly file this Statement and any and all amendments and supplements hereto with the Securities and Exchange Commission.  The Joint Filing Agreement is filed herewith as Exhibit 1 and incorporated herein by reference.

Item 7.

Materials To Be Filed As Exhibits

                   The following documents is filed herewith:

1.             Joint Filing Agreement dated as of June 13, 2008 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, LLC, Robotti & Company Advisors, LLC, Kenneth R. Wasiak, Ravenswood Management Company, L.L.C., The Ravenswood Investment Company, L.P., and Ravenswood Investments III, L.P.

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SCHEDULE 13D

CUSIP No. 339099 10 3

Page 15 of 16 Pages

SIGNATURE

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

Date:

June 13, 2008

Robotti & Company, Incorporated

/s/ Robert E. Robotti

By:

/s/ Robert E. Robotti

Robert E. Robotti

Name: Robert E. Robotti

Title: President and Treasurer

Robotti & Company, LLC

Robotti & Company Advisors, LLC

By:

/s/ Robert E. Robotti

By:

/s/ Robert E. Robotti

Name: Robert E. Robotti

Name: Robert E. Robotti

Title: President and Treasurer

Title: President and Treasurer

By:

/s/ Kenneth R. Wasiak

Kenneth R. Wasiak

Ravenswood Management Company, L.L.C.

The Ravenswood Investment Company, L.P.

By:

/s/ Robert E. Robotti

By:

Ravenswood Management Company, L.L.C.

Name: Robert E. Robotti

Its General Partner

Title: Managing Member

Ravenswood Investments III, L.P.

By:

/s/ Robert E. Robotti

Name: Robert E. Robotti

By:

Ravenswood Management Company, L.L.C.

Title: Managing Member

Its General Partner

By:

/s/ Robert E. Robotti

Name: Robert E. Robotti

Title: Managing Member


SCHEDULE 13D

CUSIP No. 339099 10 3

Page 16 of 16 Pages

Schedule A

The following table sets forth certain information concerning each of the directors and executive officers of the corporations named below as of the date hereof.  The business address of each person is:

Robotti & Company, Incorporated, Robotti & Company, LLC, and Robotti & Company Advisors, LLC

Name:

Robert E. Robotti

(Director, President, Treasurer)

Citizenship

U.S.A.

Principal Occupation:

President and Treasurer, Robotti & Company, Incorporated

Business Address:

52 Vanderbilt Avenue, New York, New York 10017

Name:

Joseph E. Reilly

(Director, Secretary)

Citizenship:

U.S.A.

Principal Occupation:

Director and Secretary, Robotti & Company, Incorporated

Business Address:

52 Vanderbilt Avenue, New York, New York 10017

Name:

Kenneth R. Wasiak

(Director)

Citizenship

U.S.A.

Principal Occupation:

Consultant, Pustorino, Puglisi & Co., P.C.

Business Address:

515 Madison Avenue, New York, New York 10022

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