Edgar Filing: CHAMPION ENTERPRISES INC

As filed with the Securities and Exchange Commission on May 8, 2001

Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

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 Court, Suite 300, Auburn Hills, Michigan 48326
(Address of Principal Executive Offices) (Zip Code)

Consulting Agreement
(Full Title of the Plan)

John J. Collins, Jr., Esq.
Senior Vice President, General Counsel and Secretary
Champion Enterprises, Inc.
2701 Cambridge Court, Suite 300
Auburn Hills, Michigan 48326
(Name and Address of Agent for Service)

Telephone Number, Including Area Code, of Agent for Service: (248) 340-9090

Copy to:
D. Richard McDonald
Dykema Gossett PLLC
39577 Woodward Avenue, Suite 300
Bloomfield Hills, Michigan 48304

CALCULATION OF REGISTRATION FEE

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Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share* Price* Registration Fee
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Common Stock, 75,000 $8.76 $657,000 $164.25
$1.00 par value
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*Estimated solely for purposes of computing the Registration Fee, at $8.76 per
share, the average price for shares of the Common Stock on May 4, 2001, as
reported on the New York Stock Exchange, pursuant to Rule 457(h).

PROSPECTUS

Champion Enterprises, Inc.
Suite 300
2701 Cambridge Court
Auburn Hills, Michigan 48326
(248)340-9090

-----------------------

Shares of Common Stock
$1 par value

-----------------------

This prospectus offers 75,000 shares of common stock of Champion
Enterprises, Inc. that may be sold from time to time in the market or in other
transactions by Joseph H. Stegmayer, who is referred to in this prospectus as
the "Selling Shareholder". No underwriters are involved in any sale of stock
under this prospectus. On May 4, 2001, the closing price for the Common Stock as
traded on the New York Stock Exchange, was $8.80, as reported in The Wall Street
Journal.

Our common stock is traded on the New York, Chicago and Pacific Stock
Exchanges under the trading symbol "CHB."

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 May 8, 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.

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . 2
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . 3
CHAMPION ENTERPRISES, INC. . . . . . . . . . . . . . . . . . . . . 3
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . 4
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . 4
SELLING SHAREHOLDER. . . .. . . . . . . . . . . . . . . . . . . . .5
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

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 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

- Current Reports on Form 8-K filed March 20, 2001 and April 18,
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).

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 and in other SEC filings.

CHAMPION ENTERPRISES, INC.

Champion Enterprises, Inc. is the world's largest homebuilder, with 51
manufacturing facilities in 17 states and two Canadian provinces. Since the
company was founded in 1953, we have built more than 1.4 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 29 states. In addition, our homes are sold through
over 1,000 independent retail locations that have joined our Alliance of
Champions marketing program.

Through HomePride Finance Corp., our finance business, we provide
retailers with access to consumer 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 14
communities in 7 states.

Champion has approximately 15,000 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 CAPITAL 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
February 28, 2001, 47,406,706 shares of common stock and no shares of 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
commons 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

The 75,000 shares of Common Stock being offered by this prospectus are
being offered by the Selling Shareholder. These shares have been issued to the
Selling Shareholder as compensation for services under a Consulting Agreement,
dated September 5, 2000.

The shares offered by the Selling Shareholder may be sold from time to
time on the New York Stock Exchange or in the over-the-counter market or shares
may be offered in independent transactions, in negotiated transactions or
otherwise. In addition, the shares may be sold in transactions pursuant to Rule
144 under the Securities Act of 1933, in which case any shares sold pursuant to
Rule 144 may be deemed to be restricted securities. The Selling Shareholder may

also sell some or all of the shares in transactions involving broker-dealers who
may acquire shares as principal. Sales will be in the quantities, at the time,
and through registered broker-dealers to be determined from time to time by the
Selling Shareholder. No arrangements for any broker-dealer to act on behalf of
the Selling Shareholder have yet been made. It is anticipated that any selling
broker-dealers engaged by the Selling Shareholder will receive only their
customary brokerage commissions. Participating broker-dealers may be deemed
underwriters of the shares within the meaning of the Securities Act of 1933, in
which event all such compensation to be received by them may be deemed
underwriting compensation.

Sales of the shares offered by the Selling Shareholder will be made at
prices per share approximating market prices prevailing at the time of the
sales. The Company will not receive any of the proceeds of the sales. Any
brokerage commissions due to any broker engaged by the Selling Shareholder, and
any expenses incurred by the Selling Shareholder in connection with the offering
made hereby, will be borne by the Selling Shareholder. The Company is bearing
the legal and accounting expense incurred in the preparation and filing of the
Registration Statement of which this prospectus is a part and the filing fee
thereunder.

SELLING SHAREHOLDER

Certain information concerning the Selling Shareholder is provided
below.

Shares of Common Stock
-----------------------------

Present Positions, Offices Beneficially
or Relationships with the owned as of Offered Percent of
Company and its Affiliates date of this by this Class owned
Name and Address During the Past 3 Years Prospectus Prospectus after Offering
---------------- ----------------------- ---------- ---------- --------------

Joseph H. Stegmayer Executive Vice President 180,353 75,000 *
2828 McFarlin Blvd. from January 1998 to August
Dallas, Texas 75205 2000

* Less than 1%

EXPERTS

The financial statements incorporated in this prospectus by reference
to the Company's 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.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Champion Enterprises, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 2000.

(b) The Company's Current Reports on Form 8-K filed March 20, 2001
and April 18, 2001.

(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Annual Report on Form 10-K referred
to in Paragraph (a) above.

(d) The description of the Common Stock of the Company contained
in the Registration Statement on Form 8-A, No. 1-9751 filed
under the Securities Exchange Act of 1934.

All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Registration Statement and prior to the
termination of the offering of the Common Stock covered by this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the respective date of filing of each such document.

Item 4. Description of Securities.

The description of securities being offered is set forth in Item 3(d).

Item 5. Interests of Named Experts and Counsel.

Not Applicable

Item 6. Indemnification of Directors and Officers.

Michigan Business Corporation Act

The Company is organized under the Michigan Business Corporation Act
(the "Michigan Act") which, in general, empowers Michigan corporations to
indemnify a person who was or is a party or is threatened to be made a party to
a threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, other
than an action 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 is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another enterprise, against expenses,
including attorney's fees, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred in connection therewith if the
person acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders and, with
respect to a criminal action or proceeding, if the person had no reasonable
cause to believe his or her conduct was unlawful.

The Michigan Act also empowers Michigan corporations to provide similar
indemnity to such a person for expenses, including attorney's fees, and amounts
paid in settlement actually and reasonably incurred by the person

in connection with actions or suits by or in the right of the corporation if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the interests of the corporation or its shareholders,
except in respect of any claim, issue or matter in which the person has been
found liable to the corporation, unless the court determines that the person is
fairly and reasonably entitled to indemnification in view of all relevant
circumstances, in which case indemnification is limited to reasonable expenses
incurred.

The Michigan Act also permits a Michigan corporation to purchase and
maintain on behalf of such a person insurance against liabilities incurred in
such capacities. The Company has obtained a policy of directors' and officers'
liability insurance.

Bylaws of the Registrant

The Company's Bylaws generally require the Registrant to indemnify
officers and directors to the fullest extent legally possible under the Michigan
Act and provide that similar indemnification may be afforded employees and
agents.

Item 7. Exemption from Registration Claimed.

Not Applicable

Item 8. Exhibits.

The following exhibits are filed with this Registration Statement:

10 Consulting Agreement

23.1 Consent of PricewaterhouseCoopers LLP

24 Power of Attorney (see "Signatures")

Item 9. 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 this 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
this registration statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if this registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.

(2) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each
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.

(4) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 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) or the
Securities Exchange Act of 1934) that is incorporated by reference in the
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) 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 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, State of Michigan on May 8, 2001.

CHAMPION ENTERPRISES, INC.

By: /s/ WALTER R. YOUNG
--------------------------------------
Walter R. Young
Chairman of the Board of Directors,
President and Chief Executive Officer

POWER OF ATTORNEY

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 by the following persons in the
capacities indicated on May 8, 2001.

Title

/s/ WALTER R. YOUNG Chairman of the Board of Directors, President and Chief
----------------------------------------------------- Executive Officer (Principal Executive Officer)
Walter R. Young

/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

/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
INDEX TO EXHIBITS

Exhibit
Number Description

10 Consulting Agreement

23.1 Consent of PricewaterhouseCoopers LLP

24 Power of Attorney (see "Signatures")