0000899243-18-014275.txt : 20180529 0000899243-18-014275.hdr.sgml : 20180529 20180529165725 ACCESSION NUMBER: 0000899243-18-014275 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180529 FILED AS OF DATE: 20180529 DATE AS OF CHANGE: 20180529 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Champion Enterprises Holdings, LLC CENTRAL INDEX KEY: 0001728066 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04714 FILM NUMBER: 18865264 BUSINESS ADDRESS: STREET 1: 755 WEST BIG BEAVER ROAD, SUITE 1000 CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 2486148200 MAIL ADDRESS: STREET 1: 755 WEST BIG BEAVER ROAD, SUITE 1000 CITY: TROY STATE: MI ZIP: 48084 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SKYLINE CORP CENTRAL INDEX KEY: 0000090896 STANDARD INDUSTRIAL CLASSIFICATION: MOBILE HOMES [2451] IRS NUMBER: 351038277 STATE OF INCORPORATION: IN FISCAL YEAR END: 0603 BUSINESS ADDRESS: STREET 1: 2520 BY-PASS RD STREET 2: P O BOX 743 CITY: ELKHART STATE: IN ZIP: 46515 BUSINESS PHONE: 5742946521 MAIL ADDRESS: STREET 1: P O BOX 743 CITY: ELKHART STATE: IN ZIP: 46515 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-05-29 1 0000090896 SKYLINE CORP SKY 0001728066 Champion Enterprises Holdings, LLC 775 WEST BIG BEAVER ROAD, SUITE 100 TROY MI 48084 0 0 1 0 Common Stock 2018-05-29 4 J 0 0 D 0 I See footnotes On January 5, 2018, the Reporting Person and the Issuer entered into a Share Contribution & Exchange Agreement (the "Exchange Agreement") pursuant to which the Reporting Person agreed to combine its operations with the Issuer. Concurrently with the execution of the Exchange Agreement, the Reporting Person entered into a Voting Agreement (the "Voting Agreement") with each of the shareholders of the Issuer signatory thereto the "Supporting Shareholders"). Pursuant to the Voting Agreement, each Supporting Shareholder agreed, among other things, (i) not to transfer his shares of Common Stock other than as permitted by the Voting Agreement, and (ii) to vote his shares of Common Stock in favor of certain matters submitted for shareholder approval (the "Company Shareholder Approval Matters") (the provisions described in clauses (i) and (ii), collectively, the "Voting Provisions"). Also pursuant to the Voting Agreement, each Supporting Shareholder appointed the Reporting Person as irrevocable proxy and attorney-in-fact to vote such Supporting Shareholder's shares of Common Stock in favor of the Company Shareholder Approval Matters (the "Proxy"). On January 16, 2018 the Reporting Person filed a Form 3 solely because, as a result of the Proxy, the Reporting Person may have been deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the 1,490,864 shares of Common Stock beneficially owned by the Supporting Shareholders. On May 29, 2018, the affirmative vote necessary to approve each of the Company Shareholder Approval Matters was obtained and the Voting Provisions and the Proxy automatically terminated in accordance with the terms of the Voting Agreement. To the extent the Reporting Person may have been deemed to beneficially own shares of Common Stock as a result of the Proxy, upon the termination of the Proxy, the Reporting Person no longer beneficially owns any shares of Common Stock. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Person does not and did not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Proxy and expressly disclaims beneficial ownership of such shares. By: /s/ Roger K. Scholten, Senior V.P. 2018-05-29