-----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, TzEktg7SfG1cOIEQ7etdPMrgURADW81Olm0VSz5rSJdnra0vlOS67LpY35vmCY3Q 75SMhISj2omitE5O7hNsdQ== 0000950124-01-502320.txt : 20010713 0000950124-01-502320.hdr.sgml : 20010713 ACCESSION NUMBER: 0000950124-01-502320 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPION ENTERPRISES INC CENTRAL INDEX KEY: 0000814068 STANDARD INDUSTRIAL CLASSIFICATION: MOBILE HOMES [2451] IRS NUMBER: 382743168 STATE OF INCORPORATION: MI FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-64982 FILM NUMBER: 1680100 BUSINESS ADDRESS: STREET 1: 2701 CAMBRIDGE COURT STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2483409090 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 S-3 1 k63755s-3.txt FORM S-3 1 As filed with the Securities and Exchange Commission on July 12, 2001 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _______________ CHAMPION ENTERPRISES, INC. (Exact name of Registrant as specified in its charter) Michigan 38-2743168 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2701 Cambridge Ct., Suite 300 Auburn Hills, Michigan 48326 (248) 340-9090 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) John J. Collins, Jr., Esq. Senior Vice President, General Counsel and Secretary Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, Michigan 48326 (248) 340-9090 (Name, address, including zip code, and telephone number, including area code, of agent for service) _______________ copy to: D. Richard McDonald, Esq. Dykema Gossett PLLC 39577 Woodward Avenue, Suite 300 Bloomfield Hills, MI 48304 Approximate date of commencement of proposed sale to public: From time to time after this Registration Statement is declared effective. If the only securities being registered on this Form are being offered pursuant to dividend or investment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] i 2 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------- CALCULATION OF REGISTRATION FEE
- --------------------------------------- ---------------------- --------------- ---------------- -------------------- Proposed Proposed Maximum Maximum Aggregate Aggregate Amount of Title of Shares to be Registered Amount to be Price Per Offering Registration Fee Registered Unit (1) Price - --------------------------------------- ---------------------- --------------- ---------------- -------------------- Common Stock, $1 par value, Issuable 2,425,373 Shares $10.72 $25,999,998 $6,500.00 Upon Conversion of Promissory Notes
(1) Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average of the high and low reported sales prices of the Common Stock for July 10, 2001. --------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ------------- ii 3 PROSPECTUS CHAMPION ENTERPRISES, INC. 2,425,373 SHARES OF COMMON STOCK, $1 PAR VALUE This prospectus offers 2,425,373 shares of common stock of Champion Enterprises, Inc. that may be sold from time to time in the market or in other transactions by certain selling shareholders named in this prospectus. No underwriters are involved in any sale of stock under this prospectus. Our common stock is traded on the New York, Chicago and Pacific Stock Exchanges under the trading symbol "CHB." On July 10, 2001, the closing price for the common stock as traded on the New York Stock Exchange was $10.50, as reported in The Wall Street Journal. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _____________________ The date of this Prospectus is July ___, 2001 NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CHAMPION ENTERPRISES, INC. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE UNDER THIS PROSPECTUS SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF CHAMPION SINCE THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE ANY OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. 1 4 TABLE OF CONTENTS ABOUT THIS PROSPECTUS .................................................................2 WHERE YOU CAN FIND MORE INFORMATION ...................................................2 USE OF PROCEEDS .......................................................................3 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS ......................................................3 CHAMPION ENTERPRISES, INC. ............................................................4 DESCRIPTION OF CAPITAL STOCK ..........................................................4 PLAN OF DISTRIBUTION ..................................................................5 SELLING SHAREHOLDERS ..................................................................6 LEGAL MATTERS .........................................................................7 EXPERTS ...............................................................................7
ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission. This prospectus provides you with a general description of the securities we may offer. The securities may be sold from time to time by the selling shareholders named in this prospectus. WHERE YOU CAN FIND MORE INFORMATION Champion Enterprises, Inc. files reports, proxy statements, and other information with the SEC. Such reports, proxy statements, and other information concerning Champion can be read and copied at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Champion. Champion's common stock is listed on the New York Stock Exchange, the Chicago Stock Exchange, and the Pacific Stock Exchange under the trading symbol "CHB." These reports, proxy statements, and other information are also available for inspection at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005 and the Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104 This prospectus is part of a registration statement filed with the SEC by Champion. The full registration statement can be obtained from the SEC as indicated above, or from Champion. The SEC allows Champion to "incorporate by reference" the information it files with the SEC. This permits Champion to disclose important information to you by referencing these filed documents. Any information referenced in this way is considered part of this prospectus, and any information filed with the SEC subsequent to this prospectus will automatically update and 2 5 supersede this information. Champion incorporates by reference the documents listed below which have been filed with the SEC: - Annual Report on Form 10-K for the year ended December 30, 2000 - Quarterly Report of Form 10-Q for the quarterly period ended March 31, 2001 - Current Reports on Form 8-K filed March 20, 2001, April 18, 2001, May 16, 2001, June 19, 2001 and July 9, 2001 Champion incorporates by reference any future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 from the date of this prospectus until the termination of the offering of the securities covered by this prospectus. Any statement contained in a document incorporated by reference in this registration statement will be considered to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this registration statement or in any subsequently filed document that is incorporated by reference modifies or supersedes such statement. Any statement that is modified or superseded will not, except as so modified or superseded, constitute a part of this prospectus. Champion will provide without charge, upon written or oral request, a copy of any or all of the documents which are incorporated by reference in this prospectus, other than exhibits which are specifically incorporated by reference into such documents. Requests should be directed to John J. Collins, Jr., Senior Vice President, General Counsel and Secretary at our principal executive offices, located at 2701 Cambridge Ct., Suite 300, Auburn Hills, Michigan 48326 (telephone number: (248) 340-9090). USE OF PROCEEDS The selling shareholders will receive all of the proceeds from the sale of the common stock offered under this prospectus. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS Some statements incorporated by reference in this document constitute forward-looking statements as such term is defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements are subject to certain factors that could cause actual results to differ materially from those projected in the forward-looking statements. These factors are discussed in and are incorporated by reference to our most recently filed Form 10-K under the section entitled "Forward Looking Statements." 3 6 CHAMPION ENTERPRISES, INC. Champion Enterprises, Inc. is the world's largest homebuilder, with 49 manufacturing facilities in 16 states and two Canadian provinces. Since the company was founded in 1953, we have built more than 1.5 million homes. The homes are constructed in a quality-controlled environment at our off-site manufacturing facilities, sold through our national retailer network, then transported to the home site. We are also one of the industry's leading retailers, operating 230 retail housing centers in 28 states. In addition, our homes are sold through over 1,000 independent retail locations that have joined either our Champion Home Center or Alliance of Champions retail distribution networks. Through HomePride Finance Corp., our finance business, we provide retailers, builders and developers with access to credit at competitive rates by consolidating significant loan origination volume. Champion Development Corp., our development arm, is one of the nation's leading manufactured housing community developers, with investments in 16 communities in 7 states. Champion has approximately 11,000 employees. Our principal executive offices are located at 2701 Cambridge Court, Suite 300, Auburn Hills, Michigan 48326. Our telephone number is (248) 340-9090. Our web site is www.championhomes.net. The information contained on our web site is not incorporated by reference in this prospectus. DESCRIPTION OF COMMON STOCK Our authorized capital stock is 120,000,000 shares of common stock, $1.00 par value, and 5,000,000 shares of preferred stock, no par value. At July 3, 2001, 47,946,715 shares of common stock and 20,000 shares of Series B-1 Cumulative Convertible Preferred Stock were outstanding. In addition to the summary of our common stock that follows, we encourage you to review our articles of incorporation and bylaws, which we have filed with the SEC. Holders of our common stock are entitled to one vote for each share held of record on all matters on which shareholders are generally entitled to vote. The vote of the holders of a majority of the stock represented at a meeting at which a quorum is present is generally required to take shareholder action, unless a greater vote is required by law. Directors are elected by a plurality of the votes cast at any election and there is no cumulative voting of shares. Holders of common stock have no preemptive rights. Subject to the applicable laws and the rights of the holders of the preferred stock, holders of common stock are entitled to such dividends as may be declared by our board of directors. The common stock is not entitled to any sinking fund, redemption or conversion provisions. Upon our dissolution, liquidation or winding up, the holders of our common stock are entitled to share ratably in our net assets remaining after 4 7 the payment of all creditors and liquidation preferences of preferred stock. The outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable. PLAN OF DISTRIBUTION We are registering the 2,425,373 shares of common stock covered by this prospectus for the selling shareholders. We are paying the costs and fees of registering the common stock, but the selling shareholders will pay any brokerage commissions, discounts or other expenses relating to the sale of the common stock. The shares may be issued to the selling shareholders from time to time upon conversion of our Convertible Promissory Notes. The selling shareholders may sell the common stock at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The selling shareholders will sell their common stock through ordinary brokers' transactions. In its selling activities, the selling shareholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and its rules and regulations, including without limitation, Regulation M, which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders. The selling shareholders may negotiate and pay broker-dealers commissions, discounts or concessions for their services. Broker-dealers engaged by the selling shareholders may allow other broker-dealers to participate in resales. The selling shareholders and any broker-dealers involved in the sale or resale of the common stock may qualify as "underwriters" within the meaning of Section 2(11) of the Securities Act. In addition, the broker-dealers' commissions, discounts or concession may qualify as underwriters' compensation under the Securities Act. If the selling shareholders or any broker-dealer qualifies as an "underwriter," they will be subject to the prospectus delivery requirements of Rule 153 of the Securities Act, which may include delivery through the New York Stock Exchange. In conjunction with sales to or through brokers, dealers or agents, the selling shareholders may agree to indemnify them against liabilities arising under the Securities Act. In addition to selling their common stock under this prospectus, the selling shareholders may sell their common stock under Rule 144 of the Securities Act, if the transaction meets the requirements of Rule 144. 5 8 SELLING SHAREHOLDERS Certain information concerning the selling shareholders is provided below.
Shares of Common Stock ---------------------- Present Positions, Offices or Beneficially Relationships with the Company and its owned as of Offered Percent of Affiliates During the Past 3 Years (1) date of this by this Class owned Name -------------------------------------- Prospectus Prospectus after Offering ---- ----------- ---------- -------------- (2) (3) (4) John Bushman Consultant 0 562,875 0 ICA Group, Inc. N/A 0 663,869 0 Investment Corp. of N/A 0 261,503 0 America Ed Lasater President 8,334 187,127 * Roger Lasater President, Whitworth Management, Inc. 750 120,873 * Jeff Bushman Regional Vice President 125 147,006 * Gary Chipman Regional Vice President 125 103,174 * Jim Kirk Regional Vice President of Homes 125 101,812 * America of Arizona, Inc. Harvey Andrews General Manager 125 75,926 * Brad Bushman General Manager Wholesale Division 125 62,664 * Sandy Tucker General Manager 125 15,665 * Mike McGinnis General Manager 125 45,943 * Ben Spector General Manager 125 28,891 * Gay Cleary General Manager 5,225 2,519 * Andy Lasater Executive Vice President 500 24,968 * Ron Borders General Manager 125 7,734 * Eddie Harrison General Manager 125 12,824 *
* Less than 1% (1) Unless otherwise indicated, the office or position listed is with A-1 Homes Group, Inc., a wholly-owned subsidiary of Champion Enterprises, Inc. 6 9 (2) Consists of shares of the Company's common stock beneficially owned by the selling shareholders excluding any shares to be received by the selling shareholders upon conversion into common stock of any payments due to the selling shareholders under the Convertible Promissory Notes. (3) Assumes conversion into common stock of all of the payments due to the selling shareholders under the Convertible Promissory Notes at a conversion price of $10.72 per share, based upon the average of the high and low reported sales prices of the Company's common stock for July 10, 2001. This conversion price and, therefore, the number of shares of common stock issuable upon conversion of the payments under the Convertible Promissory Notes are subject to adjustment. (4) Assumes sale of all common stock issuable upon conversion of the payments due to the selling shareholders under the Convertible Promissory Notes. LEGAL MATTERS Legal matters relating to the validity of the securities being offered by this prospectus have been passed upon for Champion by Dykema Gossett PLLC, Bloomfield Hills, Michigan. EXPERTS The financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 30, 2000, have been so incorporated in reliance on the report of PricewaterhouseCoopers, LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 7 10 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following statement sets forth the estimated amounts of expenses to be borne by the Company in connection with the distribution of the Common Stock offered hereby: Securities and Exchange Commission Registration Fee............................. $ 6,500.00 Accounting Fees and Expenses.................................................... * 3,000.00 Legal Fees and Expenses......................................................... * 5,000.00 Miscellaneous Expenses.......................................................... * 1,000.00 ---------- Total Expenses.................................................................. $15,500.00 ==========
------------------ * Estimated. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company is organized under the Michigan Business Corporation Act (the "MBCA") which, in general, empowers Michigan corporations to indemnify a person who is a party or threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (other than actions by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or of another enterprise at such corporation's request, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection therewith if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, in the case of a criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. If a person is successful in defending against a derivative action or third-party action, the MBCA requires that a Michigan corporation indemnify the person against expenses incurred in the action. The MBCA also empowers Michigan corporations to provide similar indemnity against amounts paid in settlement and expenses actually and reasonably incurred by such a person in actions or suits by or in the right of the corporation except in respect of any claim, issue or matter as to which such person is adjudged to be liable to the corporation, unless and only to the extent that a court determines that, despite the adjudication of the liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity. The Company's bylaws generally require the Company to indemnify its directors and officers to the fullest extent permissible under Michigan law, require the advancement and 8 11 reimbursement of expenses under certain circumstances and establish a procedure for determination of when indemnification is proper. The MBCA permits Michigan corporations to limit the personal liability of directors for a breach of their fiduciary duty. The Company's Articles of Incorporation, which limit liability to the maximum extent permitted by law, provide that a director of the Company will not be personally liable to the Company or its shareholders for monetary damages for breach of the director's fiduciary duty. However, the MBCA and the Articles of Incorporation do not eliminate or limit the liability of a director for any of the following: (i) a breach of the director's duty of loyalty to the Company or its shareholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) declaration of an unlawful dividend, stock purchase or redemption; (iv) a transaction from which the director derives an improper personal benefit; and (v) an act or omission occurring prior to the date when the provision becomes effective. As a result of the inclusion of such a provision, shareholders of the Company may be unable to recover monetary damages against directors for actions taken by them which constitute negligence or gross negligence or which are in violation of their fiduciary duties, although it may be possible to obtain injunctive or other equitable relief with respect to such actions. Under an insurance policy maintained by the Company, the directors and officers of the Company are insured, within the limits and subject to the limitations of the policy, against certain expenses and liabilities incurred in connection with the defense of certain claims, actions, suits or proceedings which may be brought against them by reason of being or having been directors or officers. In addition, a certain registration rights agreement to which the Company is a party provides that the Company will indemnify, to the extent permitted by law, each holder of "registrable securities" (as defined in such agreement) against all losses, claims, damages, liabilities and expenses caused by misstatements or omissions in any registration statement, prospectus or preliminary prospectus, except insofar as such misstatements are caused by or contained in information furnished to the Company by such holders. ITEM 16. EXHIBITS A list of exhibits included as part of this Registration Statement is set forth below. 4 Form of Convertible Promissory Note 5 Opinion of Dykema Gossett PLLC 23(a) Consent of PricewaterhouseCoopers LLP 23(b) Consent of Dykema Gossett PLLC (contained in their opinion filed as Exhibit 5) 24(a) Power of Attorney (set forth on signature page) 9 12 ITEM 17. UNDERTAKINGS 1. The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. 2. The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. The undersigned registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 10 13 4. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5. The undersigned registrant hereby undertakes that insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 11 14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Champion Enterprises, Inc. certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Auburn Hills, in the State of Michigan on July 12, 2001. CHAMPION ENTERPRISES, INC. By: /s/ Walter R. Young ----------------------- Name: Walter R. Young Title: President and Chief Executive Officer Each of the undersigned whose signature appears below hereby constitutes and appoints Walter R. Young and John J. Collins, Jr. and each of them acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, under the Securities Act of 1933. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on July 12, 2001. /s/ Walter R. Young Chairman of the Board of Directors, - ----------------------------- President and Chief Executive Officer Walter R. Young (Principal Executive Officer) /s/ Anthony S. Cleberg Executive Vice President and Chief - ----------------------------- Financial Officer (Principal Financial Officer) Anthony S. Cleberg /s/ Richard Hevelhorst Vice President and Controller - ----------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ Robert W. Anestis Director - ----------------------------- Robert W. Anestis /s/ Selwyn Isakow Director - ----------------------------- Selwyn Isakow 12 15 /s/ Ellen R. Levine Director - ----------------------------- Ellen R. Levine /s/ Brian D. Jellison Director - ----------------------------- Brian D. Jellison /s/ George R. Mrkonic Director - ----------------------------- George R. Mrkonic /s/ Carl L. Valdiserri Director - ----------------------------- Carl L. Valdiserri 13 16 EXHIBIT INDEX Exhibit No. Description of Exhibits 4 Form of Convertible Promissory Note 5 Opinion of Dykema Gossett PLLC 23(a) Consent of PricewaterhouseCoopers LLP 23(b) Consent of Dykema Gossett PLLC (included in Exhibit 5) 24(a) Power of Attorney (set forth on signature page) 14 EX-4 2 k63755ex4.txt FORM OF CONVERTIBLE PROMISSORY NOTE 1 EXHIBIT 4 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR IN AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO MAKER, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE FOR SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION. CONVERTIBLE PROMISSORY NOTE $ June , 2001 ---------------- --- FOR VALUE RECEIVED, CHAMPION ENTERPRISES, INC., a Michigan corporation ("Maker"), promises to pay to ("Holder") the sum of DOLLARS ($________) in lawful money of the United States. 1. Payments. This Note is payable in cash in thirteen (13) installments in the amounts and on the dates shown on the payment schedule attached to this Note as Exhibit A. 2. Conversion. If Maker determines that it will not make any payment in cash as provided in Section 1 of this Note, Maker shall so notify Holder in writing at least five (5) days prior to such payment date. Upon such written notice, the respective payment shall be converted into shares of Maker common stock ("Convertible Common Stock"). In such event, Holder will receive that number of shares of Convertible Common Stock equal to the quotient of: (i) the amount of the payment due, divided by (ii) the weighted average trading price per share of Maker's Common Stock as quoted on the New York Stock Exchange, for all transactions during the twenty (20) trading days ending on (and inclusive of) the business day which is five (5) calendar days immediately prior to the respective payment date (the "Conversion Price"). No certificates or script representing less than one share of Convertible Common Stock shall be issued by Maker. In lieu of any such fractional share, Holder shall be paid an amount in cash (without interest) determined by multiplying (i) the Conversion Price by (ii) the fractional interest of Convertible Common Stock to which Holder would otherwise be entitled. 3. Prepayment. This Note may be prepaid, in whole or in part, at any time prior to January 3, 2005, without penalty to the Maker. Prepayments under this Section 3 shall be made only in cash. 2 4. Event of Default. (a) If Maker fails to pay any installment of this Note within fifteen (15) days of when due, Holder, at his option, may declare the balance of this Note immediately due and payable. Accelerated payments under this subsection 4(a) shall be made only in cash. (b) This Note shall become immediately due and payable without notice or demand upon the occurrence of any of the following events: filing of a voluntary or involuntary petition by or against Maker under any provisions of the Bankruptcy Code; application for the appointment of a receiver of Maker; assignment for the benefit of Maker's creditors; appointment of a committee of creditors or a liquidating agent for Maker; or an offer of composition or extension to creditors of Maker. Accelerated payments under this subsection 4(b) shall be made in cash unless Holder agrees to accept such payments in Convertible Common Stock. (c) In the event Maker receives written confirmation from the New York Stock Exchange of the commencement of formal proceedings to delist Maker's common stock from trading on such Exchange, all subsequent payments under this Note shall be made in cash unless Holder agrees in writing to accept such payments in Convertible Common Stock. If such proceedings are completed without Maker's common stock being delisted on the New York Stock Exchange, all subsequent payments under this Note may be made as provided in Section 2 of this Note, subject to all of the other terms of this Note. 5. Compliance with Securities Laws. As of the date of this Note and as of the date of any conversion into Convertible Common Stock, Holder represents and warrants to Maker that: (a) Holder has received copies of Maker's Annual Report to Shareholders for the year ended December 30, 2000, Annual Report on Form 10-K for the year ended December 30, 2000, Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001, Current Reports on Form 8-K filed March 20, 2001, April 18, 2001 and May 16, 2001, and definitive Proxy Statement for the May 1, 2001 Annual Meeting of Shareholders. (b) Holder is knowledgeable and experienced in financial and business matters and is capable of evaluating the merits and risks of accepting this Note and any Convertible Common Stock and has evaluated such merits and risks. (c) Holder has had the opportunity to ask questions and receive answers from Maker concerning this Note and the Convertible Common Stock that may be issued under this Note. (d) Holder has had the opportunity, prior to signing this Note, to engage and consult with counsel of Holder's own choosing concerning this Note and the Convertible Common Stock. (e) This Note was not offered to Holder by means of (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium, or broadcast over television or radio, or (ii) any other form of general solicitation or advertising. 3 6. Rights as Shareholder. Holder shall have no rights as a shareholder of Maker with respect to any of the shares of Convertible Common Stock that Holder may receive under this Note until the issuance of a stock certificate or certificates by Maker to Holder, and then only with respect to such shares represented by such certificate or certificates. 7. Conditions Precedent to Maker's Obligations. Notwithstanding anything contained herein to the contrary, it shall be a condition precedent to the obligation of Maker to make any payment to Holder under this Note that: (a) Holder not be in breach of the obligations under the Employment Agreement (the "Employment Agreement") dated June 30, 1998 to which Holder and A-1 Homes Group, Inc., a Michigan corporation ("A-1 Homes"), are parties, if any; and (b) if Holder is an "Executive" (as defined in the Employment Agreement), that Holder's employment shall not have been terminated by A-1 Homes for "Cause" (as defined in the Employment Agreement) prior to July 1, 2002 or by the Executive for any reason prior to July 1, 2002 (other than as a result of death or disability as defined in the Employment Agreement). Notwithstanding anything contained herein to the contrary, the termination of the Executive's employment or engagement after June 30, 2002 on account of the Executive's resignation or termination by the Company for "Cause", shall not limit or affect in any way the right of the Executive to continue to receive payments under this Note provided that the Executive remains at all times in full compliance with the Non-Competition provisions of the Employment Agreement. Termination of the Executive's employment by the Company without "Cause" shall not limit or affect in any way the right of the Executive to continue to receive payments under this Note. 8. Representations and Warranties of Maker. (a) Maker represents and warrants to Holder that the execution, performance and payment of this Note does not violate or constitute a default under (i) the Credit Agreement, dated as of May 5, 1998, as amended, by and among Maker, PNC Bank, National Association, as Administrative Agent, and the other banks and guarantors named therein, or (ii) any other material financing agreement for borrowed money. (b) As of the date of each payment in Convertible Common Stock, Maker represents and warrants to Holder as follows: (i) the shares of Convertible Common Stock paid to Holder have been registered for resale under the Act pursuant to a currently effective registration statement; (ii) the registration statement (which includes the information incorporated by reference therein) does not contain any untrue statement of a material fact and does not omit to state any material fact necessary in order to make the statements therein not misleading. 4 9. Offset. Subject to the provisions and limitations set forth in the Asset Purchase Agreement (the "Purchase Agreement") dated June 11, 1998 to which Holder and A-1 Homes are parties, Maker shall have the right at any time and from time to time to offset and apply any payments to Holder under this Note against the amount of any claim A-1 Homes may have against Holder for indemnification under the Purchase Agreement. 10. Notice. All notices, requests, demands and other communications under this Note shall be in writing and shall be deemed to have been duly given if personally delivered, forwarded by overnight express (including but not limited to United Parcel Service, Federal Express, Airborne or similar service) and receipted for by the recipient or an agent of the recipient or mailed by registered or certified United States mail, postage prepaid and return receipt requested, or sent by facsimile transmission, to the following addresses or facsimile numbers (or to such other address or facsimile number of a party as shall have been specified to the other party by notice): (a) if to the Maker, to: Champion Enterprises, Inc. 2701 University Drive, Suite 320 Auburn Hills, Michigan 48326-2566 Attention: President Facsimile No. (248) 340-9345 (b) if to the Holder, to: -------------------------------- -------------------------------- -------------------------------- Facsimile No. ( ) --- ----------------- with a copy to: John Bushman Chairman, ICA Group, Inc. 700 North Grant, Suite 600 Odessa, Texas 79761 Facsimile No. (915) 333-8881 11. Amendment. No term, covenant, agreement or condition of this Note may be amended except by a written agreement executed by both Maker and Holder. 12. Waiver. Neither Maker nor Holder by any act of commission or omission shall be deemed to waive any of their respective rights or remedies under this Note unless such waiver is in writing and signed by the party to be bound by such waiver, and then only to the extent specifically set forth in such waiver; a waiver of one event shall not be construed as continuing or as a bar to or waiver of such right or remedy on a subsequent event. Notwithstanding anything to the contrary in 5 this Section, Maker hereby waives presentment, demand, protest or other notice of any kind in the collection of this Note and in filing suit hereon. 13. No Assignment. Holder may not assign this Note or any of all of Holder's rights or interests in this Note without the prior written consent of Maker, provided, however, that Holder may assign this Note or any of Holder's rights or interests in this Note without Maker's consent upon the occurrence of any of the events described in subsection 4(b) of this Note. No assignment may be effected except in compliance with all applicable securities laws. 14. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Michigan (other than conflicts of law principles). 15. Counterparts. This Note may be executed in one or more counterparts, all of which together shall constitute one and the same instrument. 16. Headings. The headings of the sections of this Note are for convenience and shall not by themselves determine the interpretation of this Note. IN WITNESS WHEREOF, the undersigned has caused this Note to be executed as of the date above set forth. CHAMPION ENTERPRISES, INC., a Michigan corporation By: --------------------------------------- Its: --------------------------------------- Accepted and agreed to by: ---------------------------------------------- [name] 6 EXHIBIT A Payment Schedule
------------------------------------- ----------------------------------- Payment Date Payment Amount (in dollars) ------------------------------------- ----------------------------------- October 1, 2001 ------------------------------------- ----------------------------------- January 2, 2002 ------------------------------------- ----------------------------------- April 1, 2002 0.00 ------------------------------------- ----------------------------------- July 1, 2002 ------------------------------------- ----------------------------------- October 1, 2002 ------------------------------------- ----------------------------------- January 2, 2003 ------------------------------------- ----------------------------------- April 1, 2003 ------------------------------------- ----------------------------------- July 1, 2003 ------------------------------------- ----------------------------------- October 1, 2003 ------------------------------------- ----------------------------------- January 5, 2004 ------------------------------------- ----------------------------------- April 5, 2004 ------------------------------------- ----------------------------------- July 6, 2004 ------------------------------------- ----------------------------------- October 4, 2004 ------------------------------------- ----------------------------------- January 3, 2005 ------------------------------------- -----------------------------------
EX-5 3 k63755ex5.txt OPINION OF DYKEMA GOSSETT PLLC 1 EXHIBIT 5 July 12, 2001 Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, Michigan 48326 Ladies and Gentlemen: We have served as counsel to Champion Enterprises, Inc. (the "Company") in connection with the preparation of the Registration Statement (Form S-3) to be filed by the Company on July 12, 2001, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the offering of 2,425,373 shares of the Company's Common Stock, par value $1.00 per share (the "Common Stock") by certain selling shareholders. The shares included in the registration statement may be issued form time to time upon conversion of the Company's Convertible Promissory Notes. We have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. Based upon such examination and our participation in the preparation of the Registration Statement, it is our opinion that the Common Stock, when issued in the manner described in the Registration Statement and in the Convertible Promissory Notes upon conversion of the Convertible Promissory Notes, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, DYKEMA GOSSETT PLLC /s/ D. RICHARD MCDONALD D. Richard McDonald EX-23.(A) 4 k63755ex23-a.txt POWER OF ATTORNEY 1 Exhibit 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 13, 2001 relating to the financial statements which appear in Champion Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 30, 2000. Detroit, Michigan July 11, 2001 -----END PRIVACY-ENHANCED MESSAGE-----