-----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, E58vOubgqkrk6ZpEycVW9jyCU6+tuShX8v55kVMZVMUN3Y8CRFfQWoi0yeijmW1s B+SzvHzzAuPrhqITqhOXpw== 0000950124-02-003307.txt : 20021030 0000950124-02-003307.hdr.sgml : 20021030 20021030170456 ACCESSION NUMBER: 0000950124-02-003307 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021030 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: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09751 FILM NUMBER: 02803499 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 8-A12B/A 1 k72661e8va12bza.txt AMENDMENT NO. 1 TO FORM 8-A12B SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Champion Enterprises, Inc. ------------------------------------------------------------- (Exact name of registrant as specified in its charter) Michigan 38-2743168 - ---------------------------------------- --------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 2701 Cambridge Court, Suite 300, Auburn Hills, Michigan 48326 - ------------------------------------------ ---------------- (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [X] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [ ] Securities Act Registration statement file number to which this form relates: 001-09751 -------------------- (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which Title of each class to be so registered Each Class is to be Registered --------------------------------------- ------------------------------ Preferred Stock Purchase Rights New York Stock Exchange, Inc. Chicago Stock Exchange, Incorporated The Pacific Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act: None. Item 1. Description of Securities to be Registered. On October 10, 2002, Champion Enterprises, Inc. (the "Company") and Harris Trust and Savings Bank (the "Rights Agent") amended the Rights Agreement (the "Rights Agreement"), dated as of January 9, 1996, between the Company and the Rights Agent. The Amendment amends the defined term "Final Expiration Date" changing it from February 5, 2006 to December 31, 2002, which will have the effect of terminating the Rights Agreement by its terms on December 31, 2002. The Amendment is attached as an exhibit hereto, and is incorporated herein by reference. Except as incorporated by reference herein, the description of the Rights Agreement set forth in the Registration Statement on Form 8-A initially filed by the Company with the Securities and Exchange Commission on January 11, 1996, as amended to date, remains in full force and effect. Item 2. Exhibits. Exhibit Number Description 1 Form of certificate representing Rights (included as Exhibit B to the Form of Rights Agreement previously filed as Exhibit 2 to the Company's Registration Statement on Form 8-A filed on January 11, 1996 and incorporated herein by reference). 2 Rights Agreement dated as of January 9, 1996, between Champion Enterprises, Inc. and Harris Trust and Savings Bank (previously filed as Exhibit 2 to the Company's Registration Statement on Form 8-A filed on January 11, 1996 and incorporated herein by reference). 3* Amendment to Rights Agreement, dated as of October 10, 2002, to the Rights Agreement dated as of January 9, 1996, between Champion Enterprises, Inc. and Harris Trust and Savings Bank. * Filed herewith. 2 Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Date: October 30, 2002 CHAMPION ENTERPRISES, INC. By: /s/ John J. Collins, Jr. ------------------------------ John J. Collins, Jr. Senior Vice President & General Counsel 3 EXHIBIT INDEX Exhibit Number Description 1 Form of certificate representing Rights (included as Exhibit B to the Form of Rights Agreement previously filed as Exhibit 2 to the Company's Registration Statement on Form 8-A filed on January 11, 1996 and incorporated herein by reference). 2 Rights Agreement dated as of January 9, 1996, between Champion Enterprises, Inc. and Harris Trust and Savings Bank (previously filed as Exhibit 2 to the Company's Registration Statement on Form 8-A filed on January 11, 1996 and incorporated herein by reference). 3* Amendment to Rights Agreement, dated as of October 10, 2002, to the Rights Agreement dated as of January 9, 1996, between Champion Enterprises, Inc. and Harris Trust and Savings Bank. * Filed herewith. 4 EX-3 3 k72661exv3.txt AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 3 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of October 10, 2002, to the Rights Agreement, dated as of January 9, 1996 (the "Rights Agreement"), between Champion Enterprises, Inc., a Michigan corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois banking corporation (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have entered into the Rights Agreement specifying the terms of the Rights (as defined therein); WHEREAS, the Company desires to amend the Rights Agreement in accordance with Section 26 of the Rights Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: 1. Section 7(a)(i) of the Rights Agreement is hereby amended to read in its entirety as follows: "(i) December 31, 2002 (the "Final Expiration Date"), or" 2. The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. 3. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written. CHAMPION ENTERPRISES, INC. HARRIS TRUST AND SAVINGS BANK By: /s/ John J.Collins, Jr. By: /s/ Martin J. McHale, Jr. -------------------------------- -------------------------- Name: John J. Collins, Jr. Name: Martin J. McHale, Jr. Title: Senior Vice President & Title: Vice President General Counsel 5 -----END PRIVACY-ENHANCED MESSAGE-----