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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. [ ]
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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.
-------------
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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.
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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
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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 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."
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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
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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.
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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.
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(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.
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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............................. $ 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
==========
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* 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
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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)
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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
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
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/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
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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)
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