As filed with the Securities and Exchange Commission on May 21, 2003
Registration No. 333-104055
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1
TO
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. [ ]
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. [ ]
---------------
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.
-------------
PROSPECTUS
CHAMPION ENTERPRISES, INC.
5,000,000 SHARES OF
COMMON STOCK, $1 PAR VALUE
This prospectus offers 5,000,000 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 May 19, 2003, the closing price
for the common stock as traded on the New York Stock Exchange was $2.31, 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.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON
PAGE 3.
---------------------------
The date of this Prospectus is May 21, 2003
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. 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.
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TABLE OF CONTENTS
ABOUT THIS PROSPECTUS .................................................2
WHERE YOU CAN FIND MORE INFORMATION ...................................2
RISK FACTORS...........................................................3
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
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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 fiscal year ended December 28,
2002;
- Quarterly Report on Form 10-Q for the fiscal quarter ended
March 29, 2003; and
- Current Reports on Form 8-K filed January 21, 2003, February 10,
2003, February 12, 2003 and April 16, 2003 (2 filings).
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).
RISK FACTORS
An investment in our common stock involves risk. You should carefully
consider the risk factors included in the Forward Looking Statements section of
our most recently filed Form 10-K or Form 10-Q, which is incorporated by
reference into this prospectus.
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 or Form 10-Q under the section entitled "Forward Looking
Statements."
3
CHAMPION ENTERPRISES, INC.
Champion Enterprises, Inc. is the world's largest homebuilder, with 34
manufacturing facilities in 16 states and two Canadian provinces. Since the
company was founded in 1953, we have built nearly 1.6 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 118
retail housing centers in 24 states. In addition, our homes are sold through
over 650 independent retail locations that have joined our Champion Home Center
(CHC) retail distribution network and by approximately 500 builders and
developers.
Through HomePride Finance Corp., our finance business, we provide retail
customers with financing to purchase Champion built homes from Company stores
and CHC network participants. In 2002, we sold our development operations.
Champion has approximately 8,000 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 May
3, 2003, 56,777,241 shares of common stock, 5,000 shares of Series B-1
Cumulative Convertible Preferred Stock, and 8,750 shares of Series C 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. A copy of the
Company's Restated Articles of Incorporation and a copy of an Amendment to the
Restated Articles were filed with the SEC as Exhibit 3.1 to the Form 10-K for
the fiscal year ended December 30, 1995 and as Exhibit 3.1 to the Form 10-Q for
the fiscal quarter ended June 28, 1997, respectively. A copy of the Company's
bylaws was filed with the SEC as Exhibit 3.4 to the Form 10-K for the fiscal
year ended January 2, 1999.
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 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 5,000,000 shares of common stock covered by this
prospectus for the selling shareholders. As used in this prospectus, the
"selling shareholders" includes the pledgees, donees, transferees, or other
successors in interest who later hold the selling shareholders' interests. 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 into common stock of
payments due to the selling shareholders under 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.
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SELLING SHAREHOLDERS
Certain information concerning the selling shareholders is provided below.
Shares of Common Stock
-----------------------
Percent of
Beneficially class
Present Positions, Offices or owned as of Offered owned
Relationships with the Company and date of this by this after
Name its Affiliates During the Past 3 Years Prospectus Prospectus Offering
---- -------------------------------------- ---------- ---------- --------
(4) (5) (6)
John Bushman(1) Consultant 1,000 1,160,388 *
ICA Group, Inc.(2) N/A 0 1,368,590 0
Investment Corp.(2) N/A 0 539,099 0
of America
Ed Lasater(3) President 37,552 385,770 *
Roger Lasater(3) Senior Vice President Sales & 103,140 249,185 *
Marketing for Champion
Enterprises, Inc.
Formerly, EVP A-1 Homes Group LP,
President Western Region Retail of
Champion Enterprises, Inc.,
President of Genesis Homes.
Jeff Bushman(1) Formerly, Regional Vice President 0 303,058 0
Gary Chipman Regional Vice President 1,375 212,698 *
Jim Kirk Formerly, Regional Vice President 22,000 209,890 *
of Homes America of Arizona, Inc.
Harvey Andrews Formerly, General Manager 10,000 156,525 *
Brad Bushman(1) Formerly, General Manager 0 129,185 0
Wholesale Division
Sandy Tucker General Manager 875 32,293 *
Mike McGinnis Director of Training 14,471 94,713 *
Formerly, General Manager
Ben Spector Formerly, General Manager 813 59,560 *
Gay Clary General Manager 7,526 5,193 *
Andy Lasater(3) Executive Vice President 1,750 51,473 *
Ron Borders Formerly, Salesman, General Manager 0 15,943 0
Eddie Harrison Regional Vice President 6,125 26,437 *
Formerly, General Manager
* Less than 1%
(1) John Bushman is the father of Jeff Bushman and Brad Bushman. Each of
these three disclaims beneficial ownership of the shares held by the
other two.
(2) ICA Group, Inc. and Investment Corp. of America are both privately
owned corporations. John Bushman, through the C&J Revocable Trust
owns 84% owns the common stock of each corporation and Ed Lasater
owns the remaining 16%.
(3) Ed Lasater, Roger Lasater and Andy Lasater are all brothers. Each of
these three disclaims beneficial ownership of the shares held by the
other two.
(4) Unless otherwise indicated, the office or position listed is with A-1
Homes Group, LP, a subsidiary of Champion Enterprises,
Inc.
(5) Consists of shares of the Company's common stock beneficially owned by
the selling shareholder excluding any shares to be received by the
selling shareholder upon conversion into common stock of any payments
due to the selling shareholder under the Convertible Promissory Notes.
6
(6) Assumes sale of all common stock issuable upon conversion of the
payments due to the selling shareholder 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 28, 2002, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, dated February 7, 2003, except for Notes 8 and 9, as to
which the date is March 14, 2003, given on the authority of said firm as experts
in auditing and accounting.
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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.............. $ 368.67
Accounting Fees and Expenses..................................... * 3,000.00
Legal Fees and Expenses.......................................... * 5,000.00
Miscellaneous Expenses........................................... * 1,000.00
----------
Total Expenses................................................... $ 9,368.67
==========
------------------
* 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
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 (1)
5 Opinion of Dykema Gossett PLLC (2)
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)
----------------
(1) Previously filed on the Company's Form S-3 Registration Statement
No. 333-64982 dated July 12, 2001 and incorporated herein by reference.
(2) Previously filed on the Company's Form S-3 Registration Statement No.
333-104055 dated March 27, 2003 and incorporated herein by reference.
9
(1) Previously filed on the Company's Form S-3 Registration Statement No.
333-64982 dated July 12, 2001 and incorporated herein by reference.
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.
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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.
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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 May
21, 2003.
CHAMPION ENTERPRISES, INC.
By: *
---------------------------------------
Name: Walter R. Young
Title: President and Chief Executive Officer
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 May 21, 2003.
* Chairman of the Board of Directors,
------------------------------------ President and Chief Executive Officer
Walter R. Young (Principal Executive Officer)
* Executive Vice President and Chief
------------------------------------ Financial Officer (Principal Financial Officer)
Phyllis A. Knight
* Vice President and Controller
------------------------------------ (Principal Accounting Officer)
Richard Hevelhorst
* Director
------------------------------------
Robert W. Anestis
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* Director
------------------------------------
Eric S. Belsky
* Director
------------------------------------
Selwyn Isakow
* Director
------------------------------------
Brian D. Jellison
* Director
------------------------------------
George R. Mrkonic
* By: /s/ John J. Collins, Jr.
--------------------------
Attorney-in-fact
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EXHIBIT INDEX
Exhibit No. Description of Exhibits
----------- -----------------------
4 Form of Convertible Promissory Note (1)
5 Opinion of Dykema Gossett PLLC (2)
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)
----------------
(1) Previously filed on the Company's Form S-3 Registration Statement No.
333-64982 dated July 12, 2001 and incorporated herein by reference.
(2) Previously filed on the Company's Form S-3 Registration Statement No.
333-104055 dated March 27, 2003 and incorporated herein by reference.
14