As filed with the Securities and Exchange Commission on September 13, 2000.
Registration No. 333-44170
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
(State or other jurisdiction of
incorporation or organization)
38-2743168
(I.R.S. Employer Identification No.)
2701 CAMBRIDGE COURT, SUITE 300
AUBURN HILLS, MI 48326
(248) 340-9090
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of each Registrant's Principal Executive Offices)
JOHN J. COLLINS, JR.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
2701 CAMBRIDGE COURT, SUITE 300
AUBURN HILLS, MI 48326
(248) 340-9090
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
DAVID J. GOLDSCHMIDT, ESQ. D. RICHARD MCDONALD, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP DYKEMA GOSSETT PLLC
4 TIMES SQUARE 39577 WOODWARD AVENUE, SUITE 300
NEW YORK, NEW YORK 10036 BLOOMFIELD HILLS, MICHIGAN 48304
(212) 735-3574 (248) 203-0700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE
TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE
DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, 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 interest 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
DATE OR 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.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Aggregate Aggregate Offering Registration
Price Per Unit (1) (2) Price (1) (2) (3) Fee
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $1.00 par value (4).....
Preferred stock, no par value........
Depositary shares.....................
Senior debt securities................
Subordinated debt securities..........
Warrants..............................
Guarantees of debt securities (5).....
Total $400,000,000 100% $400,000,000 $105,600
============================================================================================================================
(1) An indeterminate number of or aggregate principal amount of the
securities is being registered as may at various times be issued
at indeterminate prices, with an aggregate public offering price
not to exceed $400,000,000 or the equivalent thereof in one or
more currencies.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.
(3) Separate consideration may not be received for registered
securities that are issuable upon exercise, conversion or exchange
of other securities.
(4) Attached to each share of common stock is one right to purchase
1/200th of a share of Champion Enterprises, Inc.'s preferred
stock, issued under Champion Enterprises, Inc.'s shareholder
rights agreement.
(5) Guarantees of debt securities may be issued by the subsidiaries of
Champion Enterprises, Inc. No separate consideration will be
received for the issuance of these guarantees. Pursuant to Rule
457(n), no separate fee is payable for the guarantees.
</TABLE>
<TABLE>
<CAPTION>
OTHER REGISTRANTS
PRIMARY
STANDARD
INDUSTRIAL IRS EMPLOYER
JURISDICTION CLASSIFICA- IDENTIFICATION
OF TION CODE NUMBER
NAME OF CORPORATION INCORPORATION NUMBER
<S> <C> <C> <C>
A-1 Homes Group, Inc. Michigan 5271 38-3416642
Accent Mobile Homes, Inc. North Carolina 5271 56-1642122
Alpine Homes, Inc. Colorado 5271 84-1138020
American Transport, Inc. Nevada 4213 88-0285995
Art Richter Insurance, Inc. Kentucky 6411 61-0718629
Auburn Champ, Inc. Michigan 2451 38-3264202
Bryan Mobile Homes, Inc. Texas 5271 74-2313981
Builders Credit Corporation Michigan 2451 38-2725018
CAC Funding Corporation Michigan 2451 38-2756279
Cal-Nel, Inc. Texas 5271 75-2753033
Care Free Homes, Inc. Michigan 5271 87-0633793
Central Mississippi Manufactured
Housing, Inc. Mississippi 5271 65-0561149
Champion Financial Corporation Michigan 2451 38-2742043
Champion GP, Inc. Michigan 5271 38-3548969
Champion Home Builders Co. Michigan 2451 38-2744984
Champion Home Communities, Inc. Michigan 2451 38-1947996
Champion Motor Coach, Inc. Michigan 3713 38-2721632
Champion Retail, Inc. Michigan 5271 38-3392154
Chandeleur Homes, Inc. Michigan 2451 38-3213165
CHI, Inc. Oklahoma 5271 74-2813105
Cliff Ave. Investments, Inc. South Dakota 5271 46-0365898
Colonial Housing, Inc. Texas 5271 75-2022082
Country Estates Homes, Inc. Oklahoma 5271 73-1430526
Countryside Homes, Inc. North Dakota 5271 45-0414879
Crest Ridge Homes, Inc. Michigan 2451 38-3213167
Crestpointe Financial Services, Inc. Delaware 2451 75-2140765
Dutch Housing, Inc. Michigan 2451 38-3157863
Factory Homes Outlet, Inc. Idaho 5271 88-0283245
Fleming County Industries, Inc. Kentucky 2451 61-1078339
Gateway Acceptance Corp. South Dakota 5271 46-0372684
Gateway Mobile & Modular Homes, Inc. Nebraska 5271 47-0709908
Gateway Properties Corp. South Dakota 5271 46-0426796
Gem Homes, Inc. Delaware 2451 76-0164265
Genesis Home Centers, Limited Partnership Michigan 5271 38-3548972
Grand Manor, Inc. Michigan 2451 38-3281658
Heartland Homes, Inc. Texas 5271 75-2797283
HomePride Finance Corp. Michigan 5271 38-3454767
Homes America Finance, Inc. Nevada 5271 88-0351418
Homes America, Inc. Michigan 5271 38-3484901
Homes America of Arizona, Inc. Arizona 5271 86-0895662
Homes America of California, Inc. California 5271 33-0697358
Homes America of Oklahoma, Inc. Oklahoma 5271 73-1489573
Homes America of Phoenix, LLC Michigan 5271 38-3532443
Homes America of Utah, Inc. Utah 5271 87-0540727
Homes America of Wyoming, Inc. Wyoming 5271 88-0233834
Homes of Legend, Inc. Michigan 2451 38-3284410
Homes of Merit, Inc. Florida 2451 59-1438488
I.D.A., Inc. Oklahoma 5271 73-1384625
Imperial Housing, Inc. Texas 5271 31-1644691
Investment Housing, Inc. Texas 5271 75-1765938
Iseman Corp. South Dakota 5271 46-0365899
Jasper Mobile Homes, Inc. Texas 5271 75-2652399
Lake Country Living, Inc. Texas 5271 75-1912454
Lamplighter Homes, Inc. Washington 5271 91-1219267
Lamplighter Homes (Oregon), Inc. Oregon 5271 93-0976577
M&J Southwest Development Corp. Texas 5271 76-0237524
Manufactured Housing of Louisiana, Inc. Michigan 5271 72-1416792
Mobile Factory Outlet, Inc. Texas 5271 74-1758315
Moduline International, Inc. Washington 2451 91-0828539
Northstar Corporation South Dakota 5271 46-0433873
Philadelphia Housing Center, Inc. Mississippi 5271 64-0863980
Prairie Ridge, Inc. Kansas 5271 46-2935648
Premier Housing, Inc. Texas 5271 74-2697710
Redman Business Trust Delaware 2451 75-6469646
Redman Homes Management
Company, Inc. Delaware 2451 75-2573061
Redman Homes, Inc. Delaware 2451 75-1364957
Redman Industries, Inc. Delaware 2451 75-2246805
Redman Investment, Inc. Delaware 2451 75-2208257
Redman Management Services
Business Trust Delaware 2451 75-6469645
Redman Retail, Inc. Delaware 5271 75-2021720
Regency Supply Company, Inc. Delaware 2451 75-2155269
San Jose Advantage Homes, Inc. California 5271 77-0411951
Service Contract Corporation Michigan 2451 38-2719552
Southern Showcase Finance, Inc. Michigan 5271 56-2084038
Southern Showcase Housing, Inc. North Carolina 5271 56-1686678
Star Fleet, Inc. Indiana 4213 35-1840506
The Okahumpka Corporation Florida 2451 59-2175753
Thomas Homes of Austin, Inc. Texas 5271 74-2755508
Thomas Homes of Buda, Inc. Texas 5271 74-2755509
Thomas Homes of Texas, Inc. Texas 5271 74-2586762
Tom Terry Enterprises, Inc. Nevada 5271 88-0201258
Trading Post Mobile Homes, Inc. Kentucky 5271 61-0945344
U.S.A. Mobile Homes, Inc. Oregon 5271 93-0980361
Victory Investment Company Oklahoma 5271 73-0961344
Vidor Mobile Home Center, Inc. Texas 5271 74-1760670
Western Homes Corporation Delaware 2451 75-2276910
Whitworth Management, Inc. Nevada 5271 88-0233834
Wright's Mobile Homes, Inc. Texas 5271 76-0472967
</TABLE>
The address, including zip code, and telephone number, including
area code, of the principal offices of the other registrants listed above
is 2701 Cambridge Court, Suite 300, Auburn Hills, MI 48326 (248) 340-9090.
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and we are not soliciting offers to buy
these securities in any state where the offer of sale is not permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 13, 2000
PROSPECTUS
$400,000,000
CHAMPION ENTERPRISES, INC.
Common Stock
Preferred Stock
Depositary Shares
Debt Securities
Warrants
---------------------------------
We urge you to read this prospectus and the accompanying
prospectus supplement carefully before you make your investment decision.
We will provide specific terms of these securities in supplements to this
prospectus.
Our common stock is traded on the New York, Chicago and Pacific
Stock Exchanges. Unless we state otherwise in a prospectus supplement, we
will not list any other of these securities on any securities exchange.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.
The date of this prospectus is_____________
We may not sell these securities or accept any offer to buy these
securities until we deliver this prospectus and an accompanying prospectus
supplement in final form. We are not using this prospectus and any
accompanying prospectus supplement to offer to sell these securities or to
solicit offers to buy these securities in any place where the offer or sale
is not permitted.
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFER CONTAINED IN THIS
PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY CHAMPION ENTERPRISES, INC. OR ANY UNDERWRITERS. NEITHER
THE DELIVERY OF THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT,
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF CHAMPION SINCE
THE DATE HEREOF. THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT
DO 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
Page
ABOUT THIS PROSPECTUS....................................................1
WHERE YOU CAN FIND MORE INFORMATION......................................1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
STATEMENTS.............................................................2
CHAMPION ENTERPRISES, INC................................................3
USE OF PROCEEDS..........................................................3
RATIO OF EARNINGS TO FIXED CHARGES.......................................3
RISK FACTORS.............................................................4
DESCRIPTION OF SECURITIES................................................4
DESCRIPTION OF CAPITAL STOCK ............................................4
DESCRIPTION OF DEPOSITARY SHARES........................................11
DESCRIPTION OF DEBT SECURITIES..........................................15
PLAN OF DISTRIBUTION....................................................24
LEGAL OPINIONS..........................................................26
EXPERTS ................................................................26
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission using a "shelf" registration
process. Under this shelf process, we may sell any combination of the
securities described in this prospectus in one or more offerings up to a
total dollar amount of proceeds of $400 million. This prospectus provides
you with a general description of the securities we may offer. Each time we
sell securities, we will provide a prospectus supplement that will contain
specific information about the terms of that offering and the manner in
which the securities will be offered. The prospectus supplement may also
add, update, or change information contained in this prospectus. You should
read both this prospectus and any prospectus supplement together with
additional information described under the heading "Where You Can Find More
Information."
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 NYSE,
20 Broad Street, New York, New York 10005 and at 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 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:
o Annual Report on Form 10-K for the fiscal year ended
January 1, 2000;
o Quarterly Reports on Form 10-Q for the quarters ended
April 1, 2000 and July 1, 2000; and
o Current Report on Form 8-K filed June 16, 2000.
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
Exchange Act of 1934 from the date of this prospectus until Champion files
a post-effective amendment which indicates the termination of the offering
of the securities made by this prospectus.
Any statement contained in a document incorporated or considered
to be incorporated by reference in this registration statement shall 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 or is considered to be incorporated
by reference modifies or supersedes such statement. Any statement that is
modified or superseded shall 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 Investor Relations, Champion Enterprises, Inc., 2701 Cambridge Court,
Suite 300, Auburn Hills, Michigan 48326 (telephone number (248) 340-9090).
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Some statements contained in this document or 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. Some factors could cause actual results to differ
materially from those in the forward-looking statements. These factors
include, but are not limited to:
o the relative cost of manufactured housing versus other
forms of housing;
o general economic trends, including inflation and
unemployment rates, consumer confidence, job growth and
interest rates;
o changes in demographics, including new household
formations and the number of Americans on fixed incomes;
o the availability and cost of wholesale financing for
dealers of, and retail financing for purchasers of,
manufactured homes;
o changes in government regulations and policies, including
Housing and Urban Development regulations, local building
codes and zoning regulations;
o changes in regional markets and the U.S. economy as a
whole; and
o competitive and other factors affecting business beyond
Champion's control.
CHAMPION ENTERPRISES, INC.
Champion Enterprises, Inc. is the world's largest homebuilder,
with 57 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 290
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.
All references to "we," "us," "our," or "Champion" in this
prospectus are to Champion Enterprises, Inc.
USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement, Champion
intends to use the net proceeds of any securities sold for general
corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows Champion's ratio of earnings to fixed
charges for the 26 weeks ended July 1, 2000 and for each of the five most
recent fiscal years.
<TABLE>
<CAPTION>
26 WEEKS
FISCAL YEAR ENDED ENDED
12/30/95 12/28/96 1/3/98 1/2/99 1/1/00 7/1/00
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges................ 26.3 29.1 91.4 9.4 3.5 1.4
</TABLE>
IN COMPUTING THE RATIO, EARNINGS CONSIST OF PRE-TAX INCOME FROM
CONTINUING OPERATIONS, EXCLUDING LOSSES OF UNCONSOLIDATED AFFILIATES, PLUS
FIXED CHARGES. FIXED CHARGES REPRESENT TOTAL INTEREST CHARGES, A PORTION OF
OPERATING RENTALS REPRESENTATIVE OF THE INTEREST FACTOR, AND AMORTIZATION
OF DEBT DISCOUNT AND EXPENSE.
RISK FACTORS
The prospectus supplement applicable to each type or series of
securities we offer will contain a discussion of risks applicable to an
investment in Champion and to the particular types of securities that we
are offering under that prospectus supplement. Prior to making a decision
about investing in our securities, you should carefully consider the
specific factors discussed under the caption "Risk Factors" in the
applicable prospectus supplement, together with all of the other
information contained in the prospectus supplement or appearing or
incorporated by reference in this prospectus.
DESCRIPTION OF SECURITIES
This prospectus contains a summary of the common stock, preferred
stock, depositary shares, debt securities, and warrants. These summaries
are not meant to be a complete description of each security. However, this
prospectus and the accompanying prospectus supplement contain the material
terms and conditions for each security.
Any of the securities described herein and in a prospectus
supplement may be issued separately or as part of a unit consisting of two
or more securities, which may or may not be separable from one another.
Listing, Transfer Agent and Registrar. Champion's common stock is
listed on the New York, Chicago and Pacific Stock Exchanges as ChampEnt and
has a ticker symbol of CHB. The transfer agent and registrar for the common
stock is American Stock Transfer and Trust Company, 59 Maiden Lane, New
York, NY 10007. Unless we state otherwise in a prospectus supplement
accompanying this prospectus, we will not list any other of the securities
described below on any securities exchange.
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 August 4, 2000, 47,246,552 shares of common stock and no shares
of preferred stock were outstanding. In addition to the summary of our
capital stock that follows, we encourage you to review our articles of
incorporation and bylaws, which we have filed with the SEC.
COMMON STOCK
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 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. There will be a prospectus supplement relating to any
offering of common stock offered by this prospectus.
PREFERRED STOCK
We may issue preferred stock in one or more series with any rights
and preferences that may be authorized by our board of directors. A
prospectus supplement relating to any series of preferred stock being
offered will include specific terms relating to the offering. They will
include:
o the title and stated value of the preferred stock;
o the price or prices at which the preferred stock may be
purchased;
o the number of shares of the preferred stock offered, the
liquidation preference per share, and the offering price
of the preferred stock;
o the dividend rate(s), period(s), and/or payment date(s)
or method(s) of calculation thereof applicable to the
preferred stock;
o whether dividends shall be cumulative or non cumulative
and, if cumulative, the date from which dividends on the
preferred stock shall accumulate;
o the procedures for an auction and remarketing, if any,
for the preferred stock;
o the provisions for a sinking fund, if any, for the
preferred stock;
o the voting rights of the preferred stock;
o the provisions for redemption, if applicable, of the
preferred stock;
o the terms and conditions, if applicable, upon which the
preferred stock will be convertible into common stock of
Champion, including the conversion price, or the manner
of calculating the conversion price and conversion
period;
o if appropriate, a discussion of United States federal
income tax considerations applicable to the preferred
stock;
o all series of preferred stock rank on a parity with each
other and rank senior to common stock with respect to
payment of dividends and distributions of assets upon
liquidation; and
o any other specific terms, preferences, rights,
limitations, or restrictions of the preferred stock.
Holders of our preferred stock will have no preemptive rights.
Conversion or Exchange. The terms, if any, on which the preferred
stock may be convertible into or exchangeable for common stock or other
securities of Champion will be detailed in the preferred stock prospectus
supplement. The terms will include provisions as to whether conversion or
exchange is mandatory, at the option of the holder, or at the option of
Champion, and may include provisions pursuant to which the number of shares
of common stock or other securities of Champion to be received by the
holders of preferred stock would be subject to adjustment.
WARRANTS
Champion may issue warrants, including warrants to purchase common
stock, preferred stock, including preferred stock represented by depositary
shares, debt securities, or any combination of the foregoing. Warrants may
be issued independently or together with any securities and may be attached
to or separate from the securities. The warrants will be issued under
warrant agreements to be entered into between Champion and a warrant agent
as detailed in the prospectus supplement relating to warrants being
offered.
The applicable prospectus supplement will describe the following
terms, where applicable, of the warrants in respect of which this
prospectus is being delivered:
o the title of the warrants;
o the aggregate number of the warrants;
o the price or prices at which the warrants will be issued;
o the currencies in which the price or prices of the
warrants may be payable;
o the designation, amount, and terms of the offered
securities purchasable upon exercise of the warrants;
o the designation and terms of the other offered
securities, if any, with which the warrants are issued
and the number of the warrants issued with each security;
o if applicable, the date on and after which the warrants
and the offered securities purchasable upon exercise of
the warrants will be separately transferable;
o the price or prices at which and currency or currencies
in which the offered securities purchasable upon exercise
of the warrants may be purchased;
o the date on which the right to exercise the warrants
shall commence and the date on which the right shall
expire;
o the minimum or maximum amount of the warrants which may
be exercised at any one time;
o information with respect to book-entry procedures, if
any;
o a discussion of any federal income tax considerations;
and
o any other material terms of the warrants, including
terms, procedures, and limitations relating to the
exchange and exercise of the warrants.
IMPORTANT PROVISIONS OF THE ARTICLES OF INCORPORATION AND BYLAWS OF
CHAMPION, MICHIGAN LAW AND CHAMPION'S RIGHTS AGREEMENT
The articles of incorporation and bylaws of Champion, Michigan law
and Champion's rights agreement contain provisions, summarized below, that
could have the effect of delaying, deterring or preventing a merger, tender
offer, or other takeover attempt of Champion. This summary is subject to,
and qualified in its entirety by, the provisions of the articles, the
bylaws and the rights agreement, as well as the provisions of any
applicable laws.
Important Provisions of the Articles of Incorporation and Bylaws.
For instance, our bylaws permit incumbent directors to fill any vacancies
on the board of directors, however occurring, whether by an increase in the
number of directors, death, resignation, retirement, disqualification,
removal from office or otherwise, unless filled by proper action of the
shareholders. In addition, our bylaws require shareholders to give advance
notice of proposals to be presented at meetings of shareholders, including
director nominations.
These provisions, as well as the provisions of Chapters 7A and 7B
of the Michigan Business Corporation Act (the "MBCA") described below, may
delay shareholder actions with respect to business combinations and the
election of new members to our board of directors. As such, the provisions
could discourage open market purchases of our common stock because a
shareholder who desires to participate in a business combination or elect a
new director may consider them disadvantageous. Additionally, the issuance
of preferred stock could delay or prevent a change of control or other
corporate action.
Michigan Law. Chapter 7A of the MBCA provides that business
combinations subject to Chapter 7A between a Michigan corporation and a
beneficial owner of shares entitled to 10% or more of the voting power of
such corporation generally require the affirmative vote of 90% of the votes
of each class of stock entitled to vote, and not less than two-thirds of
each class of stock entitled to vote (excluding voting shares owned by such
10% owner), voting as a separate class. Such requirements do not apply if:
o the corporation's board of directors approves the
transaction prior to the time the 10% owner becomes such;
or
o the transaction satisfies fairness standards, other
specified conditions are met, and the 10% owner has been
such for at least five years.
Chapter 7B of the MBCA provides that, unless a corporation's
articles of incorporation or bylaws provide that Chapter 7B does not apply,
"control shares" of a corporation acquired in a control share acquisition
have no voting rights except as granted by the shareholders of the
corporation. "Control shares" are shares which, when added to shares
previously owned by a shareholder, increase such shareholder's ownership of
voting stock to:
o more than 20% but less than 33 1/3%;
o more than 33 1/3% but less than a majority; or
o more than a majority of the votes to which all of the
capital stock of the corporation is entitled to vote in
the election of directors.
A control share acquisition must be approved by the affirmative
vote of a majority of all shares entitled to vote excluding voting shares
owned by the acquirer and specified officers and directors. Currently, our
bylaws provide that we are subject to the provisions of Chapter 7B. While
our board of directors has no present plan to do so, our board of directors
may, in its sole discretion, elect not to be subject to Chapter 7B in the
future by amending our bylaws.
Rights Agreement. On January 9, 1996, our board of directors
declared a dividend distribution of one right for each outstanding share of
our common stock payable to shareholders of record on February 5, 1996.
Each right initially entitled its holder to purchase from us 1/100th of a
share of our Series A preferred stock at a price of $140 per 1/100th of a
share, subject to adjustment to prevent dilution. As a result of the
2-for-1 stock split of common stock effective May 31, 1996, each right now
represents the right to purchase 1/200th of a share of Series A preferred
stock at a price of $140 per 1/200th of a share.
The rights trade together with our common stock. The rights may be
exercised or traded separately only after the earlier of:
o ten business days following a public announcement that a
person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding shares of our
common stock (that person or group being referred to as
an "acquiring person"); or
o ten business days following the commencement or
announcement of an intention to commence a tender offer
or exchange offer by any person if, upon consummation
thereof, such person would be an acquiring person.
In the event (each referred to as a "triggering event") that,
o we were acquired in a merger or other business
combination transaction in connection with which all or a
part of our common stock shall be changed into or
exchanged for stock or other securities of any other
person or cash or any other property; or
o 50% or more of our assets or earning power were sold,
then each holder of a right, other than the acquiring person whose rights
will become void upon the occurrence of either event, will have the right
to receive upon exercise at the then-current exercise price of the right,
that number of shares of common stock of the acquiring person which at the
time of such transaction would have a market value of two times the
exercise price of the right.
Additionally, in the event (each referred to as a "triggering
event") that,
o we were the surviving corporation in a merger and our
common stock were not changed or exchanged; or
o an acquiring person engages in one of a number of
self-dealing transactions specified in the rights
agreement; or
o in certain circumstances, an acquiring person becomes the
beneficial owner of 20% or more of the outstanding shares
of our common stock,
then each holder of a right, other than the acquiring person whose rights
will become void upon the occurrence of either event, will have the right
to receive upon exercise at the then-current exercise price of the right,
that number of shares of our common stock (or, in certain circumstances, a
combination of cash, other property, preferred stock, common stock and/or
other securities) having a market value of two times the exercise price of
the right.
Subject to certain conditions relating to approval by continuing
directors (as defined in the rights agreement), at any time prior to 5:00
P.M., Detroit time, on the tenth business day following the public
announcement that a person or group of affiliated or associated persons has
acquired beneficial ownership of 20% or more of the outstanding shares of
our common stock, our board of directors may redeem the rights at a
redemption price of $0.005 per right.
Additionally, the continuing directors may at any time prior to
the occurrence of a triggering event, redeem the then outstanding rights at
the redemption price; provided that such redemption is performed in
connection with the consummation of a merger or other business combination
but not involving an acquiring person or its affiliates or associates which
is determined to be in the best interests of the company and our
shareholders by a majority of the continuing directors or by the holders of
80% of our outstanding common stock not owned by the acquiring person or
its affiliates or associates.
Our board of directors may amend the rights at any time without
shareholder approval. The rights will expire by their terms on February 5,
2006.
The rights have certain anti-takeover effects. The rights will
cause substantial dilution to a person or group that attempts to acquire
Champion in a manner that causes the rights to become exercisable. We
believe, however, that the rights would neither affect any prospective
offeror willing to negotiate with our board of directors nor interfere with
any merger or other business combination approved by the board of
directors.
DESCRIPTION OF DEPOSITARY SHARES
The following briefly summarizes the material provisions of the
deposit agreement and of the depositary shares and depositary receipts. You
should read the particular terms of any depositary shares and any
depositary receipts that are offered by Champion and any deposit agreement
relating to a particular series of preferred stock which will be described
in more detail in a prospectus supplement. The prospectus supplement will
also state whether any of the generalized provisions summarized below do
not apply to the depositary shares or depositary receipts being offered.
You should read the more detailed provisions of the deposit agreement and
the form of depositary receipt for provisions that may be important to you.
GENERAL
Champion may, at its option, elect to offer fractional shares of
preferred stock, rather than full shares of preferred stock. In such event,
Champion will issue receipts for depositary shares, each of which will
represent a fraction of a share of a particular series of preferred stock.
The shares of any series of preferred stock represented by
depositary shares will be deposited under a deposit agreement between
Champion and a bank or trust company selected by Champion having its
principal office in the United States and having a combined capital and
surplus of at least $50,000,000, as preferred stock depositary. Each owner
of a depositary share will be entitled to all the rights and preferences of
the underlying preferred stock, including dividend, voting, redemption,
conversion and liquidation rights, in proportion to the applicable fraction
of a share of preferred stock represented by such depositary share.
The depositary shares will be evidenced by depositary receipts
issued pursuant to the deposit agreement. Depositary receipts will be
distributed to those persons purchasing the fractional shares of preferred
stock in accordance with the terms of the applicable prospectus supplement.
DIVIDENDS AND OTHER DISTRIBUTIONS
The preferred stock depositary will distribute all cash dividends
or other cash distributions received in respect of the deposited preferred
stock to the record holders of depositary shares relating to such preferred
stock in proportion to the number of such depositary shares owned by such
holders.
The preferred stock depositary will distribute any property
received by it other than cash to the record holders of depositary shares
entitled thereto. If the preferred stock depositary determines that it is
not feasible to make such distribution, it may, with the approval of
Champion, sell such property and distribute the net proceeds from such sale
to such holders.
REDEMPTION OF PREFERRED STOCK
If a series of preferred stock represented by depositary shares is
to be redeemed, the depositary shares will be redeemed from the proceeds
received by the preferred stock depositary resulting from the redemption,
in whole or in part, of such series of preferred stock. The depositary
shares will be redeemed by the preferred stock depositary at a price per
depositary share equal to the applicable fraction of the redemption price
per share payable in respect of the shares of preferred stock so redeemed.
Whenever Champion redeems shares of preferred stock held by the preferred
stock depositary, the preferred stock depositary will redeem as of the same
date the number of depositary shares representing shares of preferred stock
so redeemed. If fewer than all the depositary shares are to be redeemed,
the depositary shares to be redeemed will be selected by the preferred
stock depositary by lot or ratably or by any other equitable method as the
preferred stock depositary may decide.
WITHDRAWAL OF PREFERRED STOCK
Unless the related depositary shares have previously been called
for redemption, any holder of depositary shares may receive the number of
whole shares of the related series of preferred stock and any money or
other property represented by such depositary receipts after surrendering
the depositary receipts at the corporate trust office of the preferred
stock depositary. Holders of depositary shares making such withdrawals will
be entitled to receive whole shares of preferred stock on the basis set
forth in the related prospectus supplement for such series of preferred
stock. However, holders of such whole shares of preferred stock will not be
entitled to deposit such preferred stock under the deposit agreement or to
receive depositary receipts for such preferred stock after such withdrawal.
If the depositary shares surrendered by the holder in connection with such
withdrawal exceed the number of depositary shares that represent the number
of whole shares of preferred stock to be withdrawn, the preferred stock
depositary will deliver to such holder at the same time a new depositary
receipt evidencing such excess number of depositary shares.
VOTING DEPOSITED PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of any
series of deposited preferred stock are entitled to vote, the preferred
stock depositary will mail the information contained in such notice of
meeting to the record holders of the depositary shares relating to such
series of preferred stock. Each record holder of such depositary shares on
the record date will be entitled to instruct the preferred stock depositary
to vote the amount of the preferred stock represented by such holder's
depositary shares. The preferred stock depositary will try to vote the
amount of such series of preferred stock represented by such depositary
shares in accordance with such instructions. Champion will agree to take
all reasonable actions that the preferred stock depositary determines as
necessary to enable the preferred stock depositary to vote as instructed.
The preferred stock depositary will vote all shares of any series of
preferred stock held by it proportionately with instructions received if it
does not receive specific instructions from the holders of depositary
shares representing such series of preferred stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares
and any provision of the deposit agreement may at any time be amended by
agreement between Champion and the preferred stock depositary. However, any
amendment that imposes additional charges or materially and adversely
alters any substantial existing right of the holders of depositary shares
will not be effective unless such amendment has been approved by the
holders of at least a majority of the affected depositary shares then
outstanding. Every holder of an outstanding depositary receipt at the time
any such amendment becomes effective, or any transferee of such holder,
shall be deemed, by continuing to hold such depositary receipt, or by
reason of the acquisition thereof, to consent and agree to such amendment
and to be bound by the deposit agreement, which has been amended thereby.
The deposit agreement automatically terminates if:
(1) all outstanding depositary shares have been redeemed;
(2) each share of preferred stock has been converted into or
exchanged for common stock; or
(3) there has been a final distribution in respect of the
preferred stock in connection with any liquidation,
dissolution or winding up of Champion and such
distribution has been distributed to the holders of
depositary shares.
The deposit agreement may be terminated by Champion at any time
and the preferred stock depositary will give notice of such termination to
the record holders of all outstanding depositary receipts not less than 30
days prior to the termination date. In such event, the preferred stock
depositary will deliver or make available for delivery to holders of
depositary shares, upon surrender of such depositary shares, the number of
whole or fractional shares of the related series of preferred stock as are
represented by such depositary shares.
CHARGES OF PREFERRED STOCK DEPOSITARY; TAXES AND OTHER GOVERNMENTAL CHARGES
No fees, charges and expenses of the preferred stock depositary or
any agent of the preferred stock depositary or of any registrar shall be
payable by any person other than Champion, except for any taxes and other
governmental charges and except as provided in the deposit agreement. If
the preferred stock depositary incurs fees, charges or expenses for which
it is not otherwise liable hereunder at the election of a holder of a
depositary receipt or other person, such holder or other person will be
liable for such fees, charges and expenses.
RESIGNATION AND REMOVAL OF DEPOSITARY
The preferred stock depositary may resign at any time by
delivering to Champion notice of its intent to do so, and Champion may at
any time remove the preferred stock depositary, any such resignation or
removal to take effect upon the appointment of a successor preferred stock
depositary and its acceptance of such appointment. Such successor preferred
stock depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000.
MISCELLANEOUS
The preferred stock depositary will forward all reports and
communications from Champion which are delivered to the preferred stock
depositary and which Champion is required to furnish to the holders of the
deposited preferred stock.
Neither the preferred stock depositary nor Champion will be liable
if it is prevented or delayed by law or any circumstances beyond its
control in performing its obligations under the deposit agreement. The
obligations of Champion and the preferred stock depositary under the
deposit agreement will be limited to performance in good faith of their
duties thereunder and they will not be obligated to prosecute or defend any
legal proceeding in respect of any depositary shares, depositary receipts
or shares of preferred stock unless satisfactory indemnity is furnished.
Champion and the preferred stock depositary may rely upon written advice of
counsel or accountants, or upon information provided by holders of
depositary receipts or other persons believed to be competent and on
documents believed to be genuine.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth some general terms and
provisions of the debt securities to which any prospectus supplement may
relate. The particular terms of the debt securities offered by any
prospectus supplement and the extent, if any, to which such general
provisions may not apply to the debt securities so offered will be
described in the prospectus supplement relating to such debt securities.
For more information please refer to the applicable indenture. Capitalized
terms used in this prospectus that are not defined will have the meanings
given them in these documents.
Any senior debt securities will be issued under a senior indenture
to be entered into between Champion and the trustee named in the senior
indenture, also referred to as the "senior trustee." Any subordinated debt
securities will be issued under a subordinated indenture to be entered into
between Champion and the trustee named in the subordinated indenture, also
referred to as the "subordinated trustee." As used in this registration
statement, the term "indentures" refers to both the senior indenture and
the subordinated indenture, as applicable. Both indentures will be
qualified under the Trust Indenture Act. As used in this registration
statement, the term "debt trustee" refers to either the senior trustee or
the subordinated trustee, as applicable.
The following summaries of some material provisions of the senior
debt securities, the subordinated debt securities, and the indentures are
subject to, and qualified in their entirety by reference to, all the
provisions of the indenture and any supplemental indenture applicable to a
particular series of debt securities, including the definitions in this
registration statement of some terms. Except as otherwise indicated, the
terms of any senior indenture and subordinated indenture, as applicable,
will be identical.
GENERAL
Each prospectus supplement will describe the following terms
relating to a series of debt securities:
o the title and aggregate principal amount of the debt
securities;
o whether the debt securities are senior debt securities or
subordinated debt securities and the terms of
subordination;
o any limit on the amount of debt securities that may be
issued;
o whether any of the debt securities will be issuable in
whole or in part in temporary or permanent global form or
in the form of book-entry securities;
o the maturity date(s) of the debt securities;
o the annual interest rate(s) (which may be fixed or
variable) or the method for determining the rate(s) and
the date(s) interest will begin to accrue on the debt
securities, the date(s) interest will be payable, and the
regular record dates for interest payment dates or the
method for determining the record date(s);
o the place(s) where payments with respect to the debt
securities shall be payable;
o Champion's right, if any, to defer payment of interest on
the debt securities and the maximum length of any
deferral period;
o the date, if any, after which, and the price(s) at which,
the series of debt securities may, pursuant to any
optional redemption provisions, be redeemed at Champion's
option, and other related terms and provisions;
o the date(s), if any, on which, and the price(s) at which
Champion is obligated, pursuant to any mandatory sinking
fund provisions or otherwise, to redeem, or at the
holder's option to purchase, the series of debt
securities and other related terms and provisions;
o the denominations in which the series of debt securities
will be issued, if other than denominations of $1,000 and
any integral multiple thereof;
o any mandatory or optional sinking fund or similar
provisions respecting the debt securities;
o the currency or currency units in which payment of the
principal of, premium, if any, and interest on the debt
securities shall be payable;
o whether and under what circumstances we will pay
additional amounts on any debt securities held by a
person who is not a United States person for tax purposes
and whether we can redeem the debt securities if we have
to pay additional amounts;
o the terms pursuant to which the debt securities are
subject to defeasance and satisfaction and discharge;
o any addition to, or modification or deletion of, any
event of default or any covenant of Champion specified in
the applicable indenture with respect to the debt
securities;
o the terms and conditions, if any, pursuant to which the
debt securities are secured; and
o any other terms of the debt securities.
The debt securities may be issued as original issue discount
securities. An original issue discount security is a debt security,
including any zero-coupon debt security, which:
o is issued at a price lower than the amount payable upon
its stated maturity; and
o provides that upon redemption or acceleration of the
maturity, an amount less than the amount payable upon the
stated maturity, shall become due and payable.
United States federal income tax considerations applicable to debt
securities sold at an original issue discount security will be described in
the applicable prospectus supplement. In addition, United States federal
income tax or other considerations applicable to any debt securities which
are denominated in a currency or currency unit other than United States
dollars may be described in the applicable prospectus supplement.
Under the indentures, Champion will have the ability, in addition
to the ability to issue debt securities with terms different from those of
debt securities previously issued, without the consent of the holders, to
reopen a previous issue of a series of debt securities and issue additional
debt securities of that series, unless such reopening was restricted when
the series was created, in an aggregate principal amount determined by
Champion.
CONVERSION OR EXCHANGE RIGHTS
The terms, if any, on which a series of debt securities may be
convertible into or exchangeable for common stock or other securities of
Champion will be detailed in the prospectus supplement relating thereto.
Such terms will include provisions as to whether conversion or exchange is
mandatory, at the option of the holder, or at the option of Champion, and
may include provisions pursuant to which the number of shares of common
stock or other securities of Champion to be received by the holders of such
series of debt securities would be subject to adjustment.
GUARANTEES
Any senior or subordinated debt securities may be guaranteed by
one or more of the direct and indirect subsidiaries of Champion. Each
prospectus supplement will describe any guarantees for the benefit of the
series of debt securities to which it relates.
CONSOLIDATION, MERGER OR SALE
Unless noted otherwise in a prospectus supplement, the indentures
will not contain any covenant which restricts the ability of Champion to
merge or consolidate, or sell, convey, transfer, or otherwise dispose of
all or substantially all of their assets. However, any successor or
acquirer of such assets must assume all of the obligations of Champion
under the indentures or the debt securities, as appropriate.
EVENTS OF DEFAULT UNDER THE INDENTURE
The following are events of default under the indentures with
respect to any series of debt securities issued:
o failure to pay interest on the debt securities when due
and such failure continues for 30 days and the time for
payment has not been extended or deferred;
o failure to pay the principal or premium of the debt
securities, if any, when due;
o failure to deposit any sinking fund payment, when due,
for any debt security and in the case of the subordinated
indenture, whether or not the deposit is prohibited by
the subordination provisions;
o failure to observe or perform any other covenant
contained in the debt securities or the indentures other
than a covenant specifically relating to another series
of debt securities, and such failure continues for 60
days after Champion receives notice from the debt trustee
or holders of at least 25% in aggregate principal amount
of the outstanding debt securities of that series;
o if the debt securities are convertible into shares of
common stock or other securities of Champion, failure by
Champion to deliver common stock or the other securities
when the holder or holders of the debt securities elect
to convert the debt securities into shares of common
stock or other securities of Champion; and
o particular events of bankruptcy, insolvency, or
reorganization of Champion.
The supplemental indenture or the form of security for a
particular series of debt securities may include additional events of
default or changes to the events of default described above. For any
additional or different events of default applicable to a particular series
of debt securities, see the prospectus supplement relating to such series.
If an event of default with respect to debt securities of any
series occurs and is continuing, the debt trustee or the holders of at
least 25% in aggregate principal amount of the outstanding debt securities
of that series, by notice in writing to Champion and to the debt trustee if
notice is given by such holders, may declare the unpaid principal, premium,
if any, and accrued interest, if any, due and payable immediately.
The holders of a majority in principal amount of the outstanding
debt securities of an affected series may waive any default or event of
default with respect to such series and its consequences, except defaults
or events of default regarding payment of principal, premium, if any, or
interest on the debt securities. Any such waiver shall cure such default or
event of default.
Subject to the terms of the indentures, if an event of default
under an indenture shall occur and be continuing, the debt trustee will be
under no obligation to exercise any of its rights or powers under such
indenture at the request or direction of any of the holders of the
applicable series of debt securities, unless such holders have offered the
debt trustee reasonable indemnity. The holders of a majority in principal
amount of the outstanding debt securities of any series will have the right
to direct the time, method and place of conducting any proceeding for any
remedy available to the debt trustee, or exercising any trust or power
conferred on the debt trustee, with respect to the debt securities of that
series, provided that:
o it is not in conflict with any law or the applicable
indenture;
o the debt trustee may take any other action deemed proper
by it which is not inconsistent with such direction; and
o subject to its duties under the Trust Indenture Act, the
debt trustee need not take any action that might involve
it in personal liability or might be unduly prejudicial
to the holders not involved in the proceeding.
A holder of the debt securities of any series will only have the
right to institute a proceeding under the indentures or to appoint a
receiver or trustee, or to seek other remedies if:
o the holder has given written notice to the debt trustee
of a continuing event of default with respect to that
series;
o the holders of at least 25% in aggregate principal amount
of the outstanding debt securities of that series have
made written request, and such holders have offered
reasonable indemnity to the debt trustee to institute
such proceedings as trustee; and
o the debt trustee does not institute such proceeding, and
does not receive from the holders of a majority in
aggregate principal amount of the outstanding debt
securities of that series other conflicting directions
within 60 days after such notice, request, and offer.
These limitations do not apply to a suit instituted by a holder of
debt securities if Champion defaults in the payment of the principal,
premium, if any, or interest on, the debt securities.
Champion will periodically file statements with the debt trustee
regarding its compliance with all of the conditions and covenants in the
indentures.
MODIFICATION OF INDENTURE
Champion and the debt trustee may change an indenture without the
consent of any holders with respect to specific matters, including:
o to cure any ambiguity, omission, defect, or inconsistency
in such indenture;
o to provide for the assumption by a successor person of
the obligations of Champion under such indenture;
o to add guarantees, including subsidiary guarantees, with
respect to debt securities or to release subsidiary
guarantors from subsidiary guarantees as provided by the
terms of an indenture or to secure debt securities;
o to add to the covenants of Champion for the benefit of
holders of debt securities or to surrender any right or
power conferred upon Champion;
o to change anything that does not materially adversely
affect the interests of any holder of debt securities of
any series; or
o to comply with any requirement of the SEC in connection
with the qualification of an indenture under the Trust
Indenture Act.
In addition, under the indentures, the rights of holders of a
series of debt securities may be changed by Champion and the debt trustee
with the written consent of the holders of at least a majority in aggregate
principal amount of the outstanding debt securities of each series that is
affected. However, the following changes may only be made with the consent
of each holder of any outstanding debt securities affected:
o change the fixed maturity of such series of debt
securities;
o reduce the principal amount, reduce the rate of, or
extend the time of payment of interest, or any premium
payable upon the redemption of any such debt securities;
o reduce the amount of principal of an original issue
discount security or any other debt security payable upon
acceleration of the maturity thereof;
o a change in the currency in which any debt security or
any premium or interest is payable;
o impair the right to enforce any payment on or with
respect to any debt security;
o adversely change the right to convert or exchange,
including decreasing the conversion rate or increasing
the conversion price of, such debt security (if
applicable);
o in the case of the subordinated indenture, modify the
subordination provisions in a manner adverse to the
holders of the subordinated debt securities;
o if the debt securities are secured, change the terms and
conditions pursuant to which the debt securities are
secured in a manner adverse to the holders of the secured
debt securities;
o reduce the percentage in principal amount of outstanding
debt securities of any series, the consent of whose
holders is required for modification or amendment of the
applicable indenture or for waiver of compliance with
certain provisions of the applicable indenture or for
waiver of certain defaults;
o reduce the requirements contained in the applicable
indenture for quorum or voting;
o change any obligations of Champion to maintain an office
or agency in the places and for the purposes required by
the indentures; or
o modify any of the above provisions.
FORM, EXCHANGE, AND TRANSFER
The debt securities of each series will be issuable only in fully
registered form without coupons and, unless otherwise specified in the
applicable prospectus supplement, in denominations of $1,000 and any
integral multiple thereof. The indentures will provide that debt securities
of a series may be issuable in temporary or permanent global form and may
be issued as book-entry securities that will be deposited with, or on
behalf of, The Depository Trust Company or another depository named by
Champion and identified in a prospectus supplement with respect to such
series.
At the option of the holder, subject to the terms of the
indentures and the limitations applicable to global securities described in
the applicable prospectus supplement, debt securities of any series will be
exchangeable for other debt securities of the same series, in any
authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indentures and the limitations
applicable to global securities detailed in the applicable prospectus
supplement, debt securities may be presented for exchange or for
registration of transfer (duly endorsed or with the form of transfer
endorsed thereon duly executed if so required by Champion or the security
registrar) at the office of the security registrar or at the office of any
transfer agent designated by Champion for such purpose. Unless otherwise
provided in the debt securities to be transferred or exchanged, no service
charge will be made for any registration of transfer or exchange, but
Champion may require payment of any taxes or other governmental charges.
The security registrar and any transfer agent (in addition to the security
registrar) initially designated by Champion for any debt securities will be
named in the applicable prospectus supplement. Champion may at any time
designate additional transfer agents or rescind the designation of any
transfer agent or approve a change in the office through which any transfer
agent acts, except that Champion will be required to maintain a transfer
agent in each place of payment for the debt securities of each series.
If the debt securities of any series are to be redeemed, Champion
will not be required to:
o issue, register the transfer of, or exchange any debt
securities of that series during a period beginning at
the opening of business 15 days before the day of mailing
of a notice of redemption of any such debt securities
that may be selected for redemption and ending at the
close of business on the day of such mailing; or
o register the transfer of or exchange any debt securities
so selected for redemption, in whole or in part, except
the unredeemed portion of any such debt securities being
redeemed in part.
INFORMATION CONCERNING THE DEBT TRUSTEE
The debt trustee, other than during the occurrence and continuance
of an event of default under an indenture, undertakes to perform only such
duties as are specifically detailed in the indentures and, upon an event of
default under an indenture, must use the same degree of care as a prudent
person would exercise or use in the conduct of his or her own affairs.
Subject to this provision, the debt trustee is under no obligation to
exercise any of the powers given it by the indentures at the request of any
holder of debt securities unless it is offered reasonable security and
indemnity against the costs, expenses, and liabilities that it might incur.
The debt trustee is not required to spend or risk its own money or
otherwise become financially liable while performing its duties unless it
reasonably believes that it will be repaid or receive adequate indemnity.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable prospectus
supplement, payment of the interest on any debt securities on any interest
payment date will be made to the person in whose name such debt securities
(or one or more predecessor securities) are registered at the close of
business on the regular record date for such interest.
Principal of and any premium and interest on the debt securities
of a particular series will be payable at the office of the paying agents
designated by Champion, except that unless otherwise indicated in the
applicable prospectus supplement, interest payments may be made by check
mailed to the holder. Unless otherwise indicated in such prospectus
supplement, the corporate trust office of the debt trustee in The City of
New York will be designated as Champion's sole paying agent for payments
with respect to debt securities of each series. Any other paying agents
initially designated by Champion for the debt securities of a particular
series will be named in the applicable prospectus supplement. Champion will
be required to maintain a paying agent in each place of payment for the
debt securities of a particular series.
All moneys paid by Champion to a paying agent or the debt trustee
for the payment of the principal of or any premium or interest on any debt
securities which remains unclaimed at the end of two years after such
principal, premium, or interest has become due and payable will be repaid
to Champion, and the holder of the security thereafter may look only to
Champion for payment thereof.
GOVERNING LAW
The indentures and the debt securities will be governed by and
construed in accordance with the laws of the State of New York except for
conflicts of laws provisions and to the extent that the Trust Indenture Act
shall be applicable.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Unless noted otherwise in a prospectus supplement, any
subordinated debt securities will be unsecured and will be subordinate and
junior in priority of payment to some of Champion's other indebtedness to
the extent described in a prospectus supplement. Additionally, unless noted
otherwise in a prospectus supplement, the subordinated indenture will not
limit the amount of subordinated debt securities which Champion may issue,
nor will it limit Champion from issuing any other secured or unsecured
debt.
PLAN OF DISTRIBUTION
Champion may sell common stock, preferred stock, depositary
shares, warrants, or any series of debt securities being offered hereby in
one or more of the following ways at various times:
o to underwriters for resale to the public or to
institutional investors;
o directly to institutional investors; or
o through agents to the public or to institutional
investors.
The prospectus supplements will detail the terms of the offering
of the securities, including the name or names of any underwriters or
agents, the purchase price of such securities, and the proceeds to Champion
from such sale, any underwriting discounts or agency fees and other items
constituting underwriters' or agents' compensation, any initial public
offering price, any discounts or concessions allowed or reallowed or paid
to dealers, and any securities exchanges on which such securities may be
listed.
If underwriters are used in the sale, the securities will be
acquired by the underwriters for their own account and may be resold at
various times in one or more transactions, including negotiated
transactions, at a fixed public offering price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices.
Unless otherwise detailed in a prospectus supplement, the
obligations of the underwriters to purchase any series of securities will
be subject to specific conditions precedent and the underwriters will be
obligated to purchase all of such series of securities, if any are
purchased.
Underwriters and agents may be entitled under agreements entered
into with Champion to indemnification by Champion against specific civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments which the underwriters or agents may
be required to make in respect thereof. Underwriters and agents may be
customers of, engage in transactions with, or perform services for Champion
and its affiliates in the ordinary course of business.
Each series of securities will be a new issue of securities and
will have no established trading market other than the common stock which
is listed on the NYSE, the Chicago Stock Exchange, and the Pacific Stock
Exchange. Any common stock sold pursuant to a prospectus supplement will be
listed on the NYSE, the Chicago Stock Exchange, and the Pacific Stock
Exchange, subject to official notice of issuance. Any underwriters to whom
securities are sold by Champion for public offering and sale may make a
market in the securities, but such underwriters will not be obligated to do
so and may discontinue any market making at any time without notice. The
securities, other than the common stock, may or may not be listed on a
national securities exchange.
LEGAL OPINIONS
Legal matters relating to the securities offered hereby will be
passed upon for Champion by Skadden, Arps, Slate, Meagher & Flom LLP. Legal
matters as to Michigan law relating to the validity of the securities being
offered hereby will be passed upon for Champion by Dykema Gossett PLLC.
EXPERTS
The consolidated financial statements of Champion Enterprises,
Inc. incorporated in this Prospectus by reference to the Annual Report on
Form 10-K for the year ended January 1, 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 NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses to be borne by
Champion in connection with the offerings described in this registration
statement. All such expenses other than the Securities and Exchange
Commission registration fee are estimates.
Securities and Exchange Commission Registration Fee..... $105,600
Transfer Agents, Trustees and Depositary's
Fees and Expenses.................................. 15,000
Printing and Engraving Fees and Expenses................ 50,000
Accounting Fees and Expenses............................ 35,000
Legal Fees.............................................. 150,000
Miscellaneous........................................... 14,400
Total....................................... $370,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Champion Enterprises, Inc. is organized under the Michigan
Business Corporation Act (the "Michigan Act") which, in general, empowers
Michigan companies to indemnify a person who is a party or is 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
Company) by reason of the fact that such person is or was a director,
officer, employee or agent of the Company, or of another enterprise at such
Company's request, against expenses, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred in connection
therewith if such person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Company or
its shareholders and, in the case of a criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. The Michigan Act
also empowers Michigan companies to provide similar indemnity to such a
person for expenses and amounts paid in settlement, actually and reasonably
incurred, in actions or suits by or in the right of the Company except in
respect of any claim, issue or matter as to which such person is found
liable to the Company, unless (and then only to the extent that) the court
determines that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity.
Champion's bylaws generally require Champion to indemnify persons
to the extent it is empowered to do so under the Michigan Act.
ITEM 16. EXHIBITS
The following is a list of all exhibits filed as a part of this
registration statement on Form S-3, including those incorporated in this
registration statement by reference.
Exhibit
Number Description of Exhibits
1.1 The form of underwriting agreement will be filed as an
exhibit to a current report of the registrant and
incorporated in this registration statement by reference.
4.1 Form of senior indenture.
4.2 Form of subordinated indenture.
4.3 The form of any senior debt security with respect to each
particular series of senior debt securities issued
hereunder will be filed as an exhibit to a current report
of the registrant and incorporated in this registration
statement by reference.
4.4 The form of any subordinated debt security with respect
to each particular series of subordinated debt securities
issued hereunder will be filed as an exhibit to a current
report of the registrant and incorporated in this
registration statement by reference.
4.5 The form of any certificate of designation with respect
to any preferred stock issued hereunder will be filed as
an exhibit to a current report of the registrant and
incorporated in this registration statement by reference.
4.6 The form of warrant agreement will be filed as an exhibit
to a current report of the registrant and incorporated in
this registration statement by reference.
4.7 The form of any warrant with respect to each series of
warrants will be filed as an exhibit to a current report
of the registrant and incorporated in this registration
statement by reference.
4.8 The form of deposit agreement will be filed as an exhibit
to a current report of the registrant and incorporated in
this registration statement by reference.
4.9 The form of any depositary receipt with respect to each
series of depositary shares will be filed as an exhibit
to a current report of the registrant and incorporated in
this registration statement by reference.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
5.2 Opinion of Dykema Gossett PLLC.
12.1 Statement re: Computation of Ratio of Earnings to Fixed
Charges.*
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.*
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1).
23.3 Consent of Dykema Gossett PLLC (included in Exhibit 5.2).
24 Power of Attorney (included on signature page of the
Registration Statement).
25.1 A Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under
the indentures.
----------------
* Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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;
(2) 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 in
this registration statement, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; and
(3) 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.
The undersigned registrant hereby further 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 that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered in this
registration statement, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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 provisions detailed
in Item 15, 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.
The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Champion Enterprises, Inc. has duly caused this amendment to the
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 September 13, 2000.
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
amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on September 13, 2000.
Signatures Title
* Chairman of the Board of Directors,
--------------------------- President and Chief Executive Officer
Walter R. Young (Principal Executive Officer)
* Vice President and Controller (Principal
--------------------------- Financial and Accounting Officer)
Richard Hevelhorst
*
---------------------------
Robert W. Anestis Director
*
---------------------------
Selwyn Isakow Director
*
---------------------------
Brian D. Jellison Director
*
---------------------------
Ellen R. Levine Director
*
---------------------------
George R. Mrkonic Director
*
---------------------------
Carl L. Valdiserri Director
*By: /s/ JOHN J. COLLINS, JR.
------------------------
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each
of the registrants listed below certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Auburn Hills, state of Michigan, on September 13, 2000.
A-1 Homes Group, Inc., Accent Mobil Homes, Inc., Alpine Homes,
Inc., American Transport, Inc., Art Richter Insurance, Inc., Bryan
Mobil Homes, Inc., Cal-Nel, Inc., Care Free Homes, Inc., CHI, Inc.,
Central Mississippi Manufactured Housing, Inc., Champion Home
Builders Co., Champion Retail, Inc., Chandeleur Homes, Inc., Cliff
Ave. Investments, Inc., Colonial Housing, Inc., Country Estates
Homes, Inc., Countryside Homes, Inc., Crest Ridge Homes, Inc.,
Dutch Housing, Inc., Factory Homes Outlet, Inc., Fleming County
Industries, Inc., Gateway Acceptance Corp., Gateway Mobile &
Modular Homes, Inc., Gateway Properties Corp., Grand Manor, Inc.,
Heartland Homes, Inc., Homes America Finance, Inc., Homes America
of Arizona, Inc., Homes America of California, Inc., Homes America
of Oklahoma, Inc., Homes America of Utah, Inc., Homes America of
Wyoming, Inc., Homes America, Inc., Homes of Legend, Inc., Homes of
Merit, Inc., I.D.A., Inc., Imperial Housing, Inc., Investment
Housing, Inc., Iseman Corp., Jasper Mobile Homes, Inc., Lake
Country Living, Inc., Lamplighter Homes, Inc., Lamplighter Homes
(Oregon), Inc., M&J Southwest Development Corp., Manufactured
Housing of Louisiana, Inc., Mobile Factory Outlet, Inc., Moduline
International, Inc., Northstar Corporation, Philadelphia Housing
Center, Inc., Prairie Ridge, Inc., Premier Housing, Inc., Redman
Homes, Inc., Redman Industries, Inc., San Jose Advantage Homes,
Inc., Southern Showcase Finance, Inc., Southern Showcase Housing,
Inc., Star Fleet, Inc., Thomas Homes of Austin, Inc., Thomas Homes
of Buda, Inc., Thomas Homes of Texas, Inc., Tom Terry Enterprises,
Inc., Trading Post Mobile Homes, Inc., U.S.A. Mobile Homes, Inc.,
Victory Investment Company, Vidor Mobil Home Center, Inc., Western
Homes Corporation, Whitworth Management, Inc., Wright's Mobile
Homes, Inc.
By *
--------------------------------
Name: Walter R. Young
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on September 13, 2000.
Signatures Title
* Chairman of the Board of Directors and
--------------------------- Chief Executive Officer (Principal
Walter R. Young Executive Officer)
* Chief Accounting Officer (Principal
--------------------------- Financial and Accounting Officer)
Richard Hevelhorst
*
---------------------------
John J. Collins, Jr. Director
*
---------------------------
Philip C. Surles Director
*By:/s/ JOHN J. COLLINS, JR.
------------------------
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants listed below certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Auburn Hills, state of Michigan, on September 13, 2000.
Builders Credit Corporation, CAC Funding Corporation, Champion
Financial Corporation, Crestpointe Financial Services, Inc.,
Service Contract Corporation
By *
--------------------------------------
Name: Walter R. Young
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on September 13, 2000.
Signatures Title
* Chief Executive Officer and Chairman of
-------------------------------- the Board of Directors (Principal
Walter R. Young Executive Officer)
* Chief Accounting Officer (Principal
-------------------------------- Financial and Accounting Officer)
Richard Hevelhorst
*
--------------------------------
John J. Collins, Jr. Director
*By:/s/ JOHN J. COLLINS, JR.
------------------------
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants listed below certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Auburn Hills, state of Michigan, on September 13, 2000.
Champion Home Communities, Inc., Champion Motor Coach, Inc., Gem
Homes, Inc., Redman Investment, Inc., Redman Retail, Inc., Regency
Supply Company, Inc., The Okahumpka Corporation
By *
------------------------------------------
Name: Walter R. Young
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on September 13, 2000.
Signatures Title
* Chief Executive Officer and Chairman
----------------------------- of the Board of Directors (Principal
Walter R. Young Executive Officer)
* Chief Accounting Officer (Principal
---------------------------- Financial and Accounting Officer)
Richard Hevelhorst
*
----------------------------
John J. Collins, Jr. Director
*By:/s/ JOHN J. COLLINS, JR.
------------------------
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants listed below certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Auburn Hills, state of Michigan, on September 13, 2000.
Redman Business Trust, Redman Homes Management Company, Inc., Redman
Management Services Business Trust
By *
--------------------------------------
Name: Walter R. Young
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on September 13, 2000.
Signatures Title
* Chief Executive Officer
------------------------------ (Principal Executive Officer)
Walter R. Young
* Chief Accounting Officer and Director
----------------------------- (Principal Financial and Accounting
Richard Hevelhorst Officer)
*
-----------------------------
John J. Collins, Jr. Director
*By:/s/ JOHN J. COLLINS, JR.
------------------------
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Auburn
Champ, Inc. has duly caused this amendment to the 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 September 13, 2000.
AUBURN CHAMP, INC.
By *
-------------------------------
Name: Walter R. Young
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on September 13, 2000.
Signatures Title
*
--------------------------- Chief Executive Officer
Walter R. Young (Principal Executive Officer)
* Chief Accounting Officer and Director
--------------------------- (Principal Financial and Accounting
Richard Hevelhorst Officer)
*
-------------------------- Chairman of the Board of Directors
Colleen T. Bauman
*By:/s/ JOHN J. COLLINS, JR.
------------------------
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
HomePride Finance Corp. 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 September 13, 2000.
HOMEPRIDE FINANCE CORP.
By /s/ WALTER R. YOUNG
------------------------
Name: Walter R. Young
Title: Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints each of John J. Collins, Jr. and Richard Hevelhorst or either of
them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) under the Securities Act and to sign any
instrument, contract, document or other writing of or in connection with
the Registration Statement and any amendments and supplements thereto
(including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self- regulatory body,
granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
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 September 13, 2000.
Signatures Title
/s/ WALTER R. YOUNG Chairman of the Board of Directors and Chief
---------------------------- Executive Officer (Principal Executive
Walter R. Young Officer)
/s/ RICHARD HEVELHORST Chief Accounting Officer (Principal
---------------------------- Financial and Accounting Officer)
Richard Hevelhorst
/s/ PHILIP C. SURLES Director
----------------------------
Philip C. Surles
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Champion GP, Inc. 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 September 13, 2000.
CHAMPION GP, INC.
By /s/ WALTER R. YOUNG
--------------------------
Name: Walter R. Young
Title: Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints each of John J. Collins, Jr. and Richard Hevelhorst or either of
them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) under the Securities Act and to sign any
instrument, contract, document or other writing of or in connection with
the Registration Statement and any amendments and supplements thereto
(including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self- regulatory body,
granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
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 September 13, 2000.
Signatures Title
/s/ WALTER R. YOUNG Chairman of the Board of Directors and Chief
------------------------- Executive Officer (Principal Executive
Walter R. Young Officer)
/s/ RICHARD HEVELHORST Chief Accounting Officer (Principal Financial
----------------------- and Accounting Officer)
Richard Hevelhorst
/s/ JOHN J. COLLINS, JR. Director
------------------------
John J. Collins, Jr.
/s/ PHILIP C. SURLES Director
-------------------------
Philip C. Surles
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Genesis
Home Centers, Limited Partnership 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
September 13, 2000.
GENESIS HOME CENTERS, LIMITED PARTNERSHIP
By: CHAMPION GP, INC., its General Partner
By /s/ WALTER R. YOUNG
---------------------------------------
Name: Walter R. Young
Title: Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints each of John J. Collins, Jr. and Richard Hevelhorst or either of
them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) under the Securities Act and to sign any
instrument, contract, document or other writing of or in connection with
the Registration Statement and any amendments and supplements thereto
(including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self- regulatory body,
granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
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 September 13, 2000.
Signatures Title
/s/ WALTER R. YOUNG Chairman of the Board of Directors and Chief
------------------------- Executive Officer (Principal Executive Officer)
Walter R. Young
/s/ RICHARD HEVELHORST Chief Accounting Officer (Principal Financial
----------------------- and Accounting Officer)
Richard Hevelhorst
/s/ JOHN J. COLLINS, JR. Director
------------------------
John J. Collins, Jr.
/s/ PHILIP C. SURLES Director
------------------------
Philip C. Surles
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
1.1 The form of underwriting agreement will be filed as an
exhibit to a current report of the registrant and
incorporated in this registration statement by reference.
4.1 Form of senior indenture.
4.2 Form of subordinated indenture.
4.3 The form of any senior debt security with respect
to each particular series of senior debt
securities issued hereunder will be filed as an
exhibit to a current report of the registrant and
incorporated in this registration statement by
reference.
4.4 The form of any subordinated debt security with respect to
each particular series of subordinated debt securities
issued hereunder will be filed as an exhibit to a current
report of the registrant and incorporated in this
registration statement by reference.
4.5 The form of any certificate of designation with respect to
any preferred stock issued hereunder will be filed as an
exhibit to a current report of the registrant and
incorporated in this registration statement by reference.
4.6 The form of warrant agreement will be filed as an exhibit
to a current report of the registrant and incorporated in
this registration statement by reference.
4.7 The form of any warrant with respect to each series of
warrants will be filed as an exhibit to a current report of
the registrant and incorporated in this registration
statement by reference.
4.8 The form of deposit agreement will be filed as an exhibit
to a current report of the registrant and incorporated in
this registration statement by reference.
4.9 The form of any depositary receipt with respect to each
series of depositary shares will be filed as an exhibit to
a current report of the registrant and incorporated in this
registration statement by reference.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
5.2 Opinion of Dykema Gossett PLLC.
12.1 Statement re: Computation of Ratio of Earnings to Fixed
Charges.*
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.*
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1).
23.3 Consent of Dykema Gossett PLLC (included in Exhibit 5.2).
24 Power of Attorney (included on signature page of the
Registration Statement).
25.1 A Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under the
indentures.
--------------
* Previously filed.
