As filed with the Securities and Exchange Commission on August 18, 2000.
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CHAMPION ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
MICHIGAN
(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 Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount to be Aggregate Price Aggregate Offering Registration
Registered Registered (1) 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
Senior debt securities
Subordinated debt
securities
Warrants
Guarantees of debt
securities (5)
-------------------------------------------------------------------------------------------------
Total $400,000,000 100% $400,000,000 $105,600
=================================================================================================
</TABLE>
(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.
OTHER REGISTRANTS
<TABLE>
<CAPTION>
PRIMARY
STANDARD
INDUSTRIAL
CLASSIFICA- IRS EMPLOYER
JURISDICTION OF TION CODE IDENTIFICATION
NAME OF CORPORATION INCORPORATION NUMBER NUMBER
<S> <C> <C> <C>
A-1 Homes Group, Inc. Michigan 5271 38-3416642
Accent Mobil 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 Home Builders Co. Michigan 2451 38-2744984
Champion Retail, Inc. Michigan 5271 38-3392154
Champion Home Communities, Inc. Michigan 2451 38-1947996
Champion Motor Coach, Inc. Michigan 3713 38-2721632
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
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 AUGUST 18, 2000
PROSPECTUS
$400,000,000
CHAMPION ENTERPRISES, INC.
Common Stock
Preferred Stock
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...............................4
RISK FACTORS.....................................................4
DESCRIPTION OF SECURITIES........................................4
DESCRIPTION OF CAPITAL STOCK ....................................5
DESCRIPTION OF DEBT SECURITIES..................................11
PLAN OF DISTRIBUTION............................................19
LEGAL OPINIONS..................................................21
EXPERTS ........................................................21
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 income;
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>
FISCAL YEAR ENDED 26 WEEKS
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, 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, 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 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, warrants for common
or preferred stock, 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.
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 senior
indenture, will be filed as an exhibit to a current report of
the registrant and incorporated in this registration statement
by reference.
25.2 A Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under the
subordinated indenture, will be filed as an exhibit to a
current report of the registrant and incorporated in this
registration statement by reference.
----------------
* To be filed by amendment.
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 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 August 18, 2000.
CHAMPION ENTERPRISES, INC.
By: /s/ JOSEPH H. STEGMAYER
----------------------------------------------
Name: Joseph H. Stegmayer
Title: Executive Vice President, Chief Strategic
and Financial Officer
Each person whose signature appears below hereby constitutes and
appoints each of John J. Collins, Jr., Joseph H. Stegmayer and Richard
Hevelhorst or any 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 August 18, 2000.
Signatures Title
/s/ WALTER R. YOUNG Chairman of the Board of Directors, President and
------------------------- Chief Executive Officer (Principal Executive
Walter R. Young Officer)
/s/ JOSEPH H. STEGMAYER Executive Vice President, Chief Strategic
------------------------ and Financial Officer (Principal Financial Officer)
Joseph H. Stegmayer
/s/ RICHARD HEVELHORST Vice President and Controller (Principal Accounting
----------------------- Officer)
Richard Hevelhorst
/s/ ROBERT W. ANESTIS Director
------------------------
Robert W. Anestis
/s/ SELWYN ISAKOW Director
------------------------
Selwyn Isakow
/s/ BRIAN D. JELLISON Director
------------------------
Brian D. Jellison
/s/ ELLEN R. LEVINE Director
------------------------
Ellen R. Levine
/s/ GEORGE R. MRKONIC Director
------------------------
George R. Mrkonic
/s/ CARL L. VALDISERRI Director
------------------------
Carl L. Valdiserri
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 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Auburn Hills,
state of Michigan, on August 18, 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 /s/ JOSEPH H. STEGMAYER
-----------------------------------------------
Name: Joseph H. Stegmayer
Title: Chief Financial Officer
Each person whose signature appears below hereby constitutes and
appoints each of John J. Collins, Jr., Joseph H. Stegmayer and Richard
Hevelhorst or any 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 August 18, 2000.
Signatures Title
/s/ WALTER R. YOUNG Chairman of the Board of Directors and Chief
------------------------- Executive Officer (Principal Executive Officer)
Walter R. Young
/s/ JOSEPH H. STEGMAYER Chief Financial Officer
------------------------ (Principal Financial Officer)
Joseph H. Stegmayer
/s/ RICHARD HEVELHORST Chief Accounting Officer
----------------------- (Principal 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, 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 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Auburn Hills,
state of Michigan, on August 18, 2000.
Builders Credit Corporation, CAC Funding Corporation, Champion Financial
Corporation, Crestpointe Financial Services, Inc., Service Contract
Corporation
By /s/ JOSEPH H. STEGMAYER
-----------------------------------------------
Name: Joseph H. Stegmayer
Title: Chief Financial Officer
Each person whose signature appears below hereby constitutes and
appoints each of John J. Collins, Jr., Joseph H. Stegmayer and Richard
Hevelhorst or any 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 August 18, 2000.
Signatures Title
/s/ WALTER R. YOUNG Chief Executive Officer and Chairman of the
------------------------- Board of Directors (Principal Executive Officer)
Walter R. Young
/s/ JOSEPH H. STEGMAYER Chief Financial Officer and Director
------------------------ (Principal Financial Officer)
Joseph H. Stegmayer
/s/ RICHARD HEVELHORST Chief Accounting Officer
----------------------- (Principal Accounting Officer)
Richard Hevelhorst
/s/ JOHN J. COLLINS, JR. Director
-----------------------
John J. Collins, Jr.
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 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Auburn Hills,
state of Michigan, on August 18, 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 /s/ JOSEPH H. STEGMAYER
-----------------------------------------------
Name: Joseph H. Stegmayer
Title: Chief Financial Officer
Each person whose signature appears below hereby constitutes and
appoints each of John J. Collins, Jr., Joseph H. Stegmayer and Richard
Hevelhorst or any 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 August 18, 2000.
Signatures Title
/s/ WALTER R. YOUNG Chief Executive Officer and Chairman of the
------------------------- Board of Directors (Principal Executive Officer)
Walter R. Young
/s/ JOSEPH H. STEGMAYER Chief Financial Officer
------------------------ (Principal Financial Officer)
Joseph H. Stegmayer
/s/ RICHARD HEVELHORST Chief Accounting Officer
----------------------- (Principal Accounting Officer)
Richard Hevelhorst
/s/ JOHN J. COLLINS, JR. Director
------------------------
John J. Collins, Jr.
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 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Auburn Hills,
state of Michigan, on August 18, 2000.
Redman Business Trust, Redman Homes Management Company, Inc., Redman
Management Services Business Trust
By /s/ JOSEPH H. STEGMAYER
-----------------------------------------------
Name: Joseph H. Stegmayer
Title: Chief Financial Officer
Each person whose signature appears below hereby constitutes and
appoints each of John J. Collins, Jr., Joseph H. Stegmayer and Richard
Hevelhorst or any 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 August 18, 2000.
Signatures Title
---------- -----
/s/ WALTER R. YOUNG Chief Executive Officer
------------------------- (Principal Executive Officer)
Walter R. Young
/s/ JOSEPH H. STEGMAYER Chief Financial Officer and Chairman of the
------------------------ Board of Directors (Principal Financial Officer)
Joseph H. Stegmayer
/s/ RICHARD HEVELHORST Chief Accounting Officer and Director
----------------------- (Principal Accounting Officer)
Richard Hevelhorst
/s/ JOHN J. COLLINS, JR. Director
------------------------
John J. Collins, Jr.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Auburn
Champ, 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 August 18, 2000.
AUBURN CHAMP, INC.
By /s/ JOSEPH H. STEGMAYER
-----------------------------------------------
Name: Joseph H. Stegmayer
Title: Chief Financial Officer
Each person whose signature appears below hereby constitutes and
appoints each of John J. Collins, Jr., Joseph H. Stegmayer and Richard
Hevelhorst or any 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 August 18, 2000.
Signatures Title
/s/ WALTER R. YOUNG Chief Executive Officer (Principal Executive
------------------------ Officer)
Walter R. Young
/s/ JOSEPH H. STEGMAYER Chief Financial Officer (Principal Financial
------------------------ Officer)
Joseph H. Stegmayer
/s/ RICHARD HEVELHORST Chief Accounting Officer and Director
----------------------- (Principal Accounting Officer)
Richard Hevelhorst
/s/ COLLEEN T. BAUMAN Chairman of the Board of Directors
-------------------------
Colleen T. Bauman
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 August 18, 2000.
HOMEPRIDE FINANCE CORP.
By /s/ JOSEPH H. STEGMAYER
----------------------------------
Name: Joseph H. Stegmayer
Title: Chief Financial Officer
Each person whose signature appears below hereby constitutes and
appoints each of John J. Collins, Jr., Joseph H. Stegmayer and Richard
Hevelhorst or any 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 August 18, 2000.
Signatures Title
---------- -----
/s/ WALTER R. YOUNG Chief Executive Officer (Principal Executive
------------------------- Officer)
Walter R. Young
/s/ JOSEPH H. STEGMAYER Chief Financial Officer (Principal Financial
------------------------ Officer)
Joseph H. Stegmayer
/s/ RICHARD HEVELHORST Chief Accounting Officer and Director
----------------------- (Principal Accounting Officer)
Richard Hevelhorst
/s/ COLLEEN T. BAUMAN Chairman of the Board of Directors
-------------------------
Colleen T. Bauman
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.
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 State ment).
25.1 A Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under
the senior indenture, will be filed as an exhibit to a
current report of the registrant and incorporated in this
registration statement by reference.
25.2 A Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under
the subordinated indenture, will be filed as an exhibit to
a current report of the registrant and incorporated in
this registration statement by reference.
-----------------
* To be filed by amendment.
