FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHAMPION ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2743168
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2701 University Drive, Suite 320, Auburn Hills, Michigan 48326
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1), please check of a concurrent registration
the following box. statement under the Securities Act of
/ / 1933 pursuant to General Instruction
A(c)(2), please check the following
box.
/ /
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, New York Stock Exchange, Inc.
$1.00 par value
Securities to be registered pursuant to Section 12(g) of the
Act:
None
ITEM 1. Description of Registrant's Securities to be
Registered.
Each holder of the Registrant's common stock is
entitled to one vote for every share of the Registrant's common
stock standing in such holder's name on the books of the
Registrant. Voting rights are noncumulative, which means that
the holders of more than 50% of the shares voting for the
election of directors can elect 100% of the directors if they
choose to do so, and in such event the holders of the remaining
shares voting for the election of directors will not be able to
elect any persons to the Board of Directors.
Subject to any limitations contained in the
Registrant's debt instruments and after the payment of dividends
on any series of Preferred Stock which might be issued and which
has a preference with respect to the payment of dividends,
holders of the Registrant's common stock are entitled to receive
such dividends as may be declared by the Board of Directors.
The Registrant's common stock has no conversion rights,
is not redeemable and has no preemptive right to subscribe for
any stock or other securities of the Registrant that may be
issued.
In the event of dissolution, liquidation or winding up
of the Registrant, or upon any distribution of its assets, the
holders of the Registrant's common stock are entitled to receive
pro rata all of the assets available for distribution to
shareholders, subject to any preferential right which may be
accorded the holders of any series of Preferred Stock which
might hereafter be issued.
On March 27, 1995, there were 7,581,224 shares of the
Registrant's Common Stock outstanding.
ITEM 2. Exhibits.
1. Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
2. Current Reports on Form 8-K dated January 6, 1995
and February 3, 1995.
3. Proxy Statement, dated March 20, 1995.
4. (a) Restated Articles of Incorporation of the
Registrant.
(b) Bylaws of the Registrant, as amended.
5. Form of certificate representing the Common Stock
of the Registrant.
6. Annual Report to Shareholders of the Registrant
for the year ended December 31, 1994.
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
CHAMPION ENTERPRISES, INC.
By: /s/ A. JACQUELINE DOUT
A. Jacqueline Dout
Executive Vice President -
Treasurer and Chief Financial
Officer
(Principal Financial Officer)
Dated: April 13, 1995
