FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
____ THE SECURITIES EXCHANGE ACT OF 1934.
For Quarter Ended June 29, 1996
OR
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ____________ to ____________
Commission file number 1-9751
CHAMPION ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2743168
- ----------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2701 University Drive, Suite 320, Auburn Hills, MI 48326
- -------------------------------------------------- -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (810)340-9090
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
30,928,288 shares of the registrant's $1.00 par value Common
Stock were outstanding as of July 26, 1996.
PART I. FINANCIAL INFORMATION
CHAMPION ENTERPRISES, INC.
Consolidated Income Statements
(In Thousands, Except Per Share Amounts)
13 Weeks Ended 26 Weeks Ended
------------------- --------------------
June 29, July 1, June 29, July 1,
1996 1995 1996 1995
-------- -------- -------- --------
Net sales $256,625 $206,594 $449,608 $376,917
-------- -------- -------- --------
Cost of sales 215,275 174,355 379,305 321,889
Selling, general,
and administrative
expenses 21,615 16,828 37,824 29,939
-------- -------- -------- --------
236,890 191,183 417,129 351,828
-------- -------- -------- --------
Operating income 19,735 15,411 32,479 25,089
Other income (expense):
Interest income 123 133 272 391
Interest expense (659) (904) (997) (1,276)
-------- -------- -------- --------
Income before income
taxes 19,199 14,640 31,754 24,204
Income taxes 7,400 5,900 12,200 9,700
-------- -------- -------- --------
Net income $ 11,799 $ 8,740 $ 19,554 $ 14,504
======== ======== ======== ========
Net income per share
(See Note 4) $ 0.35 $ 0.28 $ 0.59 $ 0.46
======== ======== ======== ========
Weighted average shares
outstanding 33,462 31,636 33,126 31,558
======== ======== ======== ========
See accompanying Notes to Consolidated Financial Statements.
CHAMPION ENTERPRISES, INC.
Consolidated Balance Sheets
(In Thousands, Except Par Value Amount)
ASSETS
June 29, Dec. 30,
1996 1995
CURRENT ASSETS -------- --------
Cash and cash equivalents $ 8,859 $ 14,995
Accounts receivable, trade 65,527 35,973
Inventories 58,066 45,558
Deferred taxes and other 13,942 11,947
-------- --------
Total current assets 146,394 108,473
-------- --------
PROPERTY AND EQUIPMENT
Cost 86,339 60,134
Less-accumulated depreciation 23,161 20,744
-------- --------
63,178 39,390
-------- --------
GOODWILL
Cost 110,464 84,709
Less-accumulated amortization 4,264 2,964
-------- --------
106,200 81,745
-------- --------
OTHER ASSETS 8,016 6,331
-------- --------
Total assets $323,788 $235,939
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable to bank $ 30,100 $ -
Accounts payable 57,849 33,791
Accrued dealer discounts 14,542 20,570
Accrued compensation and payroll
taxes 16,878 12,886
Accrued warranty obligations 15,106 12,589
Accrued insurance 6,825 5,032
Deferred portion of purchase price 5,700 8,900
Other liabilities 10,052 10,719
-------- --------
Total current liabilities 157,052 104,487
-------- --------
LONG-TERM LIABILITIES 32,612 18,349
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 5,000 shares
authorized, none issued - -
Common stock, $1 par value, 1996-75,000
shares authorized, 30,957 issued and
outstanding; 1995-30,000 shares
authorized, 15,302 issued and
outstanding (See Note 4) 30,957 15,302
Capital in excess of par value 16,508 30,698
Retained earnings 87,633 68,079
Foreign currency translation
adjustments (974) (976)
-------- --------
Total shareholders' equity 134,124 113,103
-------- --------
Total liabilities and
shareholders' equity $323,788 $235,939
======== ========
See accompanying Notes to Consolidated Financial Statements.
CHAMPION ENTERPRISES, INC.
Consolidated Statements of Cash Flows
(In Thousands)
26 Weeks Ended
--------------------
June 29, July 1,
1996 1995
CASH FLOWS FROM CONTINUING OPERATING -------- --------
ACTIVITIES:
Net income $ 19,554 $ 14,504
-------- --------
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 3,956 2,975
Increase/decrease, net of acquisitions:
Accounts receivable (23,716) (14,745)
Inventories (9,945) (5,705)
Accounts payable 20,010 4,182
Accrued liabilities (2,308) 791
Other, net 617 (492)
-------- --------
Total adjustments (11,386) (12,994)
-------- --------
Net cash provided by operating activities 8,168 1,510
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions (15,969) (38,228)
Additions to property and equipment (18,716) (4,278)
Deferred purchase price payment (8,900) (2,600)
Proceeds on disposal of assets 74 -
-------- --------
Net cash used for investing activities (43,511) (45,106)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable to bank 30,100 31,034
Repayment of long-term debt (1,475) (48)
Common stock issued, net 703 651
Common stock repurchased (1,121) (938)
Tax benefit of stock options 1,000 -
-------- --------
Net cash provided by financing activities 29,207 30,699
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (6,136) (12,897)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 14,995 23,027
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,859 $ 10,130
======== ========
ADDITIONAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 1,168 $ 1,097
Income taxes 13,541 9,572
SCHEDULE OF CASH USED FOR ACQUISITIONS:
Purchase price $ 35,500 $ 47,600
Less: Deferred portion of purchase price (17,000) (8,900)
Cash acquired, net (4,444) (799)
Plus: Payment of mortgage 1,547 -
Acquisition costs 366 327
-------- --------
$ 15,969 $ 38,228
======== ========
See accompanying Notes to Consolidated Financial Statements.
CHAMPION ENTERPRISES, INC.
Notes to Consolidated Financial Statements
1. For each of the dates indicated, inventories consisted of
the following (in thousands):
June 29, Dec. 30,
1996 1995
------- -------
Raw materials $35,967 $27,651
Work-in-process 5,657 4,836
Finished goods 16,442 13,071
------- -------
$58,066 $45,558
======= =======
2. The difference between income taxes provided for financial
reporting purposes and expected charges at the U.S. federal
statutory rate is due to state and foreign tax charges.
The components of the income tax provisions for the 26 week
periods ended June 29, 1996 and July 1, 1995 follows
(dollars in thousands):
June 29, July 1,
1996 1995
------- -------
Statutory U.S. tax rate $11,114 $ 8,471
Increase in rate resulting from:
Higher rates on earnings of
foreign operations 110 111
State taxes 976 1,118
------- -------
Total provision $12,200 $ 9,700
======= =======
Effective tax rates 38% 40%
======= =======
3. On March 29, 1996 the registrant purchased the assets and
assumed certain liabilities of Grand Manor, Inc., a
Georgia-based manufactured housing company. On April 26,
1996 the registrant acquired all the outstanding common
stock of Homes of Legend, Inc., an Alabama-based
manufactured housing company, and purchased the assets and
assumed certain liabilities of Legend Realty, Inc., a
related company. The combined cost of these transactions was
approximately $35.5 million, $18.5 million was paid at
closing, $2.5 million was paid in July 1996 and the balance
will be paid over the next three years. These acquisitions
were accounted for using the purchase method and resulted in
$25.7 million of goodwill, which is being amortized over 40
years. The registrant's results include these acquisitions
from the respective purchase dates.
Summarized below are the unaudited pro forma combined
results of operations for the 13 and 26 week periods ended
June 29, 1996 and July 1, 1995 assuming the Grand Manor and
Homes of Legend acquisitions had taken place at the
beginning of each respective fiscal year. The pro forma
results are not necessarily indicative of future earnings or
earnings that would have been reported had the acquisitions
been completed when assumed. Further, the pro forma income
should not be taken as indicative of earnings for a full
year.
(In thousands, except per share amounts)
13 Weeks Ended 26 Weeks Ended
------------------ ------------------
June 29, July 1, June 29, July 1,
1996 1995 1996 1995
-------- -------- -------- --------
Net sales $263,707 $227,747 $483,219 $417,350
======== ======== ======== ========
Income before
income taxes $ 19,389 $ 15,105 $ 33,090 $ 24,897
Income taxes 7,500 6,000 12,700 10,000
-------- -------- -------- --------
Net income $ 11,889 $ 9,105 $ 20,390 $ 14,897
======== ======== ======== ========
Net income
per share $ 0.36 $ 0.29 $ 0.62 $ 0.47
======== ======== ======== ========
4. On April 29, 1996 the shareholders approved a proposal to
increase the number of authorized shares of common stock to
75 million from 30 million. In addition, the Board of
Directors approved a two-for-one split of the registrant's
common stock effective May 31, 1996 to holders of record on
May 16, 1996.
5. The per share amounts are calculated using the weighted
average number of shares outstanding for each of the periods
presented and includes common stock equivalents. Earnings
per share amounts and weighted average shares outstanding
for all periods presented, including pro forma amounts, have
been adjusted for the stock split.
6. The Consolidated Financial Statements are unaudited, but in
the opinion of management include all adjustments necessary
for a fair presentation of the results of the interim
period. Such adjustments consisted of normal recurring
items except for the restructuring charge recorded during
1996 as discussed on page 7 of this Form 10-Q. Financial
results of the interim period are not necessarily indicative
of results that may be expected for any other interim period
or for the fiscal year.
7. Certain amounts in the prior periods' statements have been
reclassified to conform to the current periods'
presentation.
CHAMPION ENTERPRISES, INC.
Management's Discussion and Analysis
of
Financial Condition and Results of Operations
13 and 26 weeks ended June 29, 1996
versus 13 and 26 weeks ended July 1, 1995
Champion Enterprises, Inc. achieved record second quarter sales
and net income in the quarter ended June 29, 1996. Sales grew
24% to $257 million in 1996 versus $207 million last year. Pretax
income increased 31% to $19.2 million as compared to $14.6
million in the prior year's comparable quarter. Net income for
the quarter increased 35% to $11.8 million from $8.7 million in
1995. Income increased as a result of higher sales volume, margin
improvements in both the manufactured housing and commercial
vehicles operations and inclusion of recent acquisitions. The
current quarter includes a $1.5 million pretax restructuring
charge at Champion Home Builders Co., the registrant's largest
subsidiary, to reassign certain functions to a decentralized
structure consistent with the registrant's other subsidiaries.
Three new manufactured housing plants, one each in Alabama,
Indiana and Texas, were opened during the quarter.
For the year-to-date period, net income was $19.6 million, rising
35% from $14.5 million reported last year. Pretax income reached
$31.8 million, up from $24.2 million reported a year ago, for a
31% increase. The 35% increase in net income is greater than the
growth in pretax income due to a lower estimated annual effective
tax rate in 1996. Net sales for the 26 weeks rose 19% to $450
million from $377 million.
The following is a reconciliation of segment sales and segment
income to operating income (in thousands):
13 Weeks Ended 26 Weeks Ended
------------------- ------------------
June 29, July 1, June 29, July 1,
1996 1995 1996 1995
-------- -------- -------- --------
Net sales:
Housing $241,963 $193,415 $420,805 $349,833
Commercial vehicles 14,662 13,179 28,803 27,084
-------- -------- -------- --------
Total net sales $256,625 $206,594 $449,608 $376,917
======== ======== ======== ========
Operating income:
Housing segment
income $ 20,883 $ 16,230 $ 34,505 $ 26,780
Commercial vehicles
segment income 752 639 1,484 1,258
-------- -------- -------- --------
Total segment
income 21,635 16,869 35,989 28,038
General corporate
expenses 1,900 1,458 3,510 2,949
-------- -------- -------- -------
Operating income $ 19,735 $ 15,411 $ 32,479 $ 25,089
======== ======== ======== ========
Effective March 29, 1996 the Company acquired Grand Manor, Inc.
in Thomasville, Georgia. Effective April 26, 1996 the registrant
acquired Homes of Legend, Inc. in Boaz, Alabama. Both companies
are producers of primarily customized manufactured homes. These
acquisitions strengthen the Company's presence in key growth
Southeastern states. The results of these companies are
included with the registrant's results commencing in the second
quarter. The three new housing plants opened during the quarter
and recent acquisitions brings the total number of housing plants
in operation to 30, up from 23 at the end of last year. In
addition, in April 1996 Grand Manor purchased a second facility
to commence operations later in the year and Dutch Housing, Inc.
will construct a new plant to be opened early in 1997.
Manufactured Housing
(Sales and income in millions)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
13 Weeks Ended 26 Weeks Ended
---------------------- ------------------------
June 29, July 1, % June 29, July 1, %
1996 1995 Chg. 1996 1995 Chg.
------- ------- ---- ------- ------- ----
Net sales $242.0 $193.4 25% $420.8 $349.8 20%
Segment income 20.9 16.2 29% 34.5 26.8 29%
Segment margin % 8.6% 8.4% 8.2% 7.7%
Homes sold 9,537 7,769 23% 16,603 14,034 18%
Average price $25,400 $24,900 2% $25,300 $24,900 2%
</TABLE>
For the 13 week period ended June 29, 1996, manufactured housing
revenues increased 25% due to a 23% increase in unit shipments
and a slight increase in average selling price per home,
attributable to an increase in sales of multi-section homes. The
multi-section mix in the second quarter was 56% versus 55% in
1995's comparable period. Grand Manor and Homes of Legend added
$22 million to revenues and 971 units during the quarter.
During the year-to-date period, segment sales rose 20% and
shipments increased 18%. U.S. shipments were 16,115 units and the
multi-section mix improved to 57% from 53% a year ago. Market
share for the period based on homes sold was approximately 8.9%.
Segment income for the quarter and year-to-date periods increased
primarily due to higher sales volume and improved margins.
Improved margins resulted principally from reduced material costs
partially offset by higher segment general and administrative
costs and the restructuring charge. Grand Manor and Homes of
Legend added $1.9 million of income to second quarter and year-to-date
results.
Although dealer orders can be cancelled at anytime without
penalty, and unfilled orders are not necessarily an indication of
future business, the Company's unfilled orders for housing at
June 29, 1996 totaled approximately $85 million. Excluding
recent acquisitions, unfilled orders were 6% higher than a year
ago.
Commercial Vehicles
(Sales and income in millions)
13 Weeks Ended 26 Weeks Ended
----------------------- -----------------------
June 29, July 1, % June 29, July 1, %
1996 1995 Chg. 1996 1995 Chg.
------- ------- ---- ------- ------- ----
Net sales $ 14.7 $ 13.2 11% $ 28.8 $ 27.1 6%
Segment income $ 0.8 $ 0.6 18% $ 1.5 $ 1.3 18%
Segment
margin % 5.1% 4.8% 5.2% 4.6%
Vehicles sold 320 302 6% 566 627 (10)%
Average price $45,800 $43,600 5% $50,900 $43,200 18%
The commercial vehicles segment produced and sold fewer, but
larger buses in the first half of 1996, particularly in the first
quarter, as compared to the same period last year. Increased
sales of these larger buses reduced chassis costs as a percent of
sales and resulted in a significant increase in the average
selling price per vehicle.
As of the end of the quarter, the commercial vehicles segment had
unfilled orders of approximately $22 million, 77% higher than a
year ago.
Other Expenses and Income Taxes
(Dollars in millions)
13 Weeks Ended 26 Weeks Ended
----------------------- -----------------------
June 29, July 1, % June 29, July 1, %
1996 1995 Chg. 1996 1995 Chg.
-------- ------- ---- -------- ------- ----
General
corporate
expenses $1.9 $1.5 30% $3.5 $2.9 19%
Interest
expense,
net $0.5 $0.8 (30)% $0.7 $0.9 (18)%
Income taxes $7.4 $5.9 25% $12.2 $9.7 26%
Effective
income
tax rate 38.5% 40.3% 38.4% 40.1%
For the three and six months ended June 29, 1996, general
corporate expenses increased because of higher professional fees.
Net interest expense decreased in 1996 due to reduced average
borrowings and lower interest rates. Income tax expense in 1996
increased due to higher pretax earnings, partially offset by a
lower effective tax rate due to reduced state and foreign income
taxes.
Manufactured Housing Industry Outlook
Industry wholesale unit shipments of manufactured homes increased
9.5% through June 1996, following annual increases of 12% in 1995
and 20% or more in 1994, 1993 and 1992 according to the
Manufactured Housing Institute (MHI), an industry trade
association.
Management believes that moderate changes in interest rates will
not have a significant direct impact on demand for manufactured
housing. However, to the extent that increased interest rates
reduce job growth, slow the U.S. economy, or cause a loss in
consumer confidence, demand for manufactured housing may be
adversely affected.
Long-term industry growth will be affected by, among other
things, the relative cost of manufactured housing versus other
forms of housing, including rental housing, general economic
trends, changes in demographics including new household
formations and the number of Americans on fixed incomes, and the
availability and cost of financing. Changes in regional markets
and the U.S. economy as a whole will continue to affect overall
housing industry cycles.
The Company's goal over the next three years is to achieve a
minimum compound annual growth in earnings per share of 20%, with
1995 results as the base year. The goal stated in the preceding
sentence is a forward-looking statement within the meaning of the
Securities Exchange Act of 1934 and is subject to the safe harbor
created by that statute. This goal is based on the growth in the
manufactured housing industry to date, the registrant's increased
manufacturing capacity, its increased number of independent
dealer locations, continued market share improvement and its
acquisitions. This goal is also based on a number of
assumptions, many of which are beyond the Company's control,
including continued growth in both the manufactured housing
industry and the overall general economy, only modest changes in
interest rates and continued availability of municipal funding
for commercial vehicles. There can be no assurance that these
assumptions will prove accurate and actual results may differ
substantially from this goal.
Liquidity and Capital Resources
Cash balances totaled $8.9 million at June 29, 1996, a reduction
of $6.1 million from December 30, 1995. For the six-month
period, $8.2 million of cash was generated from operations, $24.9
million was used for acquisition related payments, $18.7 million
for capital improvements, $1.5 million for debt repayments and
$1.1 million for common stock repurchases. These stock
repurchases were part of a $10 million program which began last
year and for which $4.2 million has been expended through July
1996. At quarter end the registrant had $30.1 million of
borrowings outstanding.
Accounts receivable and payable and inventories increased
significantly during the year-to-date period due to higher sales
in June 1996 as compared to December 1995, increased production
levels and the inclusion of Grand Manor, Inc. and Homes of
Legend, Inc. which were recently acquired. Accrued dealer
discounts decreased due to payments made under annual programs.
Long-term liabilities increased because of the acquisitions and
includes $11.3 million of deferred purchase price.
The Company has a $70 million unsecured bank line of credit,
which expires on September 29, 1998, and includes $10 million of
availability to cover letters of credit. At June 29, 1996 the
Company had $7.1 million of letters of credit outstanding,
generally to support insurance obligations and licensing and
service bonding required by various states.
The registrant plans to spend at least $25 million on capital
expenditures during 1996, $18.7 million of which has been
expended through June. This amount includes the cost of the
project to acquire land and construct a seventh plant for Dutch
Housing, Inc.
Consistent with its plan to improve shareholder value through
investments in sound operating businesses, the Company does not
plan to pay cash dividends in the near term.
The Company believes that existing cash balances, cash flow from
operations and additional availability under its line of credit
are adequate to meet its anticipated financing needs, operating
requirements, capital expenditures and common stock repurchases
in the foreseeable future. However, management may explore
other opportunities to raise capital to finance the growth of the
Company.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On April 29, 1996 the registrant held its 1996 Annual
Meeting of Shareholders at which the following matters were
submitted to a vote of security holders and results of which were
as follows:
1. Election of Directors
Nominee Votes For Votes Withheld
Walter R. Young, Jr. 12,248,878 1,217,529
Robert W. Anestis 12,249,456 1,216,951
Selwyn Isakow 12,249,396 1,217,011
George R. Mrkonic 12,249,304 1,217,103
Johnson S. Savary 12,248,836 1,217,571
Carl L. Valdiserri 12,249,304 1,217,103
2. Proposal to Amend the Restated Articles of
Incorporation to Increase the Number of Authorized
Shares of Common Stock.
Votes For - 10,446,294
Votes Against - 2,952,040
Votes Withheld/Abstentions - 68,073
Nonvotes-None
3. Proposal to Amend the 1995 Stock Option and Incentive
Plan.
Votes For - 10,361,735
Votes Against - 2,797,788
Votes Withheld/Abstentions - 181,883
Nonvotes - 125,001
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibit is filed as part of this report.
Exhibit No. Description
3.1 Amendment to Restated Articles of Incorporation of
the Registrant.
27 Financial Data Schedule
(b) A report on Form 8-K, dated April 4, 1996, was filed by
the registrant during the quarter ended for which this
Report is filed; such Report contained information
under Item 5 (Other Events) and included as an Exhibit
under Item 7 a copy of a press release issued by the
registrant.
A report on Form 8-K, dated April 26, 1996, was filed
by the registrant during the quarter ended for which
this Report is filed; such Report contained information
under Item 2 (Acquisition or Disposition of Assets) and
included as an Exhibit under Item 7 a copy of a press
release issued by the registrant.
A report on Form 8-K/A was filed on July 10, 1996 to
amend Form 8-K dated April 26, 1996 and included under
Item 7 financial statements of businesses acquired and
pro forma financial information.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report 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
and Chief Financial Officer
(Principal Financial Officer)
And: /S/ RICHARD HEVELHORST
---------------------------
Richard Hevelhorst
Controller (Principal
Accounting Officer)
Dated: August 8, 1996
CERTIFICATE OF AMENDMENT TO THE ARTICLES
OF INCORPORATION
For Use by Domestic Profit Corporations
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972
(profit corporations), or Act 162, Public Acts of 1982 (nonprofit
corporations), the undersigned corporation executes the following
Certificate:
1. Present name of the corporation is:
Champion Enterprises, Inc.
2. The identification number assigned by the Bureau is:
419-343
3. The location of the registered office is:
30600 Telegraph Road, Bingham Farms, Michigan 48025
4. Article III of the Articles of Incorporation is hereby
amended to read as follows:
As set forth on Exhibit A
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE
UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING
OF THE BOARD OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE
SECTION (b). DO NOT COMPLETE BOTH.
b. X The foregoing amendment to the Articles of Incorporation
was duly adopted on the 29th day of April, 1996. The amendment:
X was duly adopted in accordance with Section 611(2) of the
Act by the vote of the shareholders if a profit corporation, or
by the vote of the shareholders or members if a nonprofit
corporation, or by the vote of the directors if a nonprofit
corporation organized on a nonstock directorship basis. The
necessary votes were cast in favor of the amendment.
Signed this 30th day of April, 1996
By: /s/ LOUIS M. BALIUS
Louis M. Balius, Vice President-Secretary
and General Counsel
Name of person or organization
remitting fees:
Champion Enterprises, Inc.
Preparer's name and business
telephone number:
Colleen T. Bauman
Assistant Secretary
(810)340-7731
EXHIBIT A
ARTICLE III
The total number of shares of stock which the corporation
shall have authority to issue is 80,000,000 shares, of which
75,000,000 shares shall be Common Stock of the par value of $1.00
each ("Common Stock"), and 5,000,000 shares shall be Preferred
Stock of no par value ("Preferred Stock").
Preferred Stock
The Board of Directors is authorized at any time and from
time to time to provide for the issuance of shares of Preferred
Stock in one or more series with such voting powers, full or
limited, or without voting powers, and with such designations,
preferences and relative participating, optional or other special
rights, and qualifications, limitations or restrictions thereof
as shall be expressed in the resolution or resolutions
establishing such series and providing for the issuance thereof
adopted by the Board of Directors and as are not expressed in
these Articles of Incorporation as hereafter amended, including,
without limiting the generality of the foregoing, the following:
(1) the designation and number of shares of such series;
(2) the dividend rate of such series, the conditions and
dates upon which such dividends shall be payable, the
preference or relation of such dividends to dividends
payable on any other class or classes of capital stock
of the corporation, and whether such dividends shall be
cumulative or noncumulative;
(3) whether the shares of such series shall be subject to
redemption by the corporation, and, if made subject to
such redemption, the times, prices, rates, adjustments
and other terms and conditions of such redemption;
(4) the terms and amount of any sinking or similar fund
provided for the purchase or redemption of the shares
of such series;
(5) whether the shares of such series shall be convertible
into or exchangeable for shares of capital stock or
other securities of the corporation or of any other
corporation, and, if provision be made for conversion
or exchange, the times, prices, rates, adjustments and
other terms and conditions of such conversion or
exchange;
(6) the extent, if any, to which the holders of the shares
of such series shall be entitled to vote as a class or
otherwise with respect to the election of directors or
otherwise;
(7) the restrictions and conditions, if any, upon the issue
or reissue of any additional Preferred Stock ranking on
a parity with or prior to such shares as to dividends
or upon dissolution;
(8) the rights of the holders of the shares of such series
upon the dissolution of, or upon the distribution of
assets of, the corporation, which rights may be
different in the case of voluntary dissolution than the
case of involuntary dissolution; and
(9) any other relative rights, preferences or limitations
of shares of such series consistent with this Article
and applicable law.
The powers, preferences and relative participating, optional
and other special rights of each series of Preferred Stock, and
the qualifications, limitations or restrictions thereof, if any,
may differ from those of any and all other series at any time
outstanding. All shares of any one series of Preferred Stock
shall be identical in all respects with all other shares of such
series, except that shares of any one series issued at different
times may differ as to the dates from which dividends thereon
shall be cumulative. The terms of any series of Preferred Stock
may be amended without consent of the holders of any other series
of Preferred Stock or of the Common Stock, provided such
amendment does not adversely affect the holders of such other
series of Preferred Stock or the Common Stock.
Shares of any series of Preferred Stock which have been
issued and reacquired in any manner and are not held as treasury
shares, including shares redeemed by purchase (whether through
the operation of a retirement or sinking fund or otherwise), will
have the status of authorized and unissued Preferred Stock and
may be reissued as a part of the series of which they were
originally a part or may be reclassified into and reissued as a
part of a new series.
Series A Preferred Stock, No Par Value
A. Designation and Amount. The shares of such series
shall be designated as "Series A Preferred Stock, no par value,"
and the number of shares constituting such series shall be
300,000.
B. Dividends and Distributions.
(1) Subject to any prior and superior rights of the
holders of any series of Preferred Stock ranking prior and
superior to the shares of Series A Preferred Stock with respect
to dividends that may be authorized by the Articles of
Incorporation, the holders of shares of Series A Preferred Stock
shall be entitled prior to the payment of any dividends on shares
ranking junior to the Series A Preferred Stock to receive, when,
as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on
the last day of January, April, July and October in each year
(each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a
share of Series A Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $1.00
or (b) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions other
than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock, par
value $1.00 per share, of the Corporation (the "Common Stock")
since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Corporation shall at
any time after February 5, 1996 (the "Rights Declaration Date")
(i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller number
of shares, then in each such case the amount to which holders of
shares of Series A Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(2) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
paragraph (1) above immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable
in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $1.00 per share on the Series A Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.
(3) Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue
of such shares of Series A Preferred Stock, unless the date of
issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred Stock
entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends
shall not bear interest. Dividends paid on the shares of Series
A Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series
A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.
(4) Dividends in full shall not be declared or paid or
set apart for payment on the Series A Preferred Stock for a
dividend period terminating on the Quarterly Dividend Payment
Date unless dividends in full have been declared or paid or set
apart for payment on the Preferred Stock of all series (other
than series with respect to which dividends are not cumulative
from a date prior to such dividend date) for the respective
dividend periods terminating on such dividend date. When the
dividends are not paid in full on all series of the Preferred
Stock, the shares of all series shall share ratably in the
payment of dividends, including accumulations, if any, in
accordance with the sums which would be payable on said shares if
all dividends were declared and paid in full.
C. Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:
(1) Subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred
Stock shall entitle the holder thereof to 100 votes on all
matters voted on at a meeting of the shareholders of the
Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend
on Common Stock payable in shares of Common Stock, or (ii)
subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares,
then in each such case the number of votes per share to
which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding
immediately prior to such event.
(2) Except as otherwise provided herein or by law, the
holders of shares of Series A Preferred Stock and the
holders of shares of Common Stock shall vote together as one
voting group on all matters voted on at a meeting of
shareholders of the Corporation.
(3) Except as set forth herein, holders of Series A
Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent
they are entitled to vote with holders of Common Stock as
set forth herein) for taking any corporate action.
D. Certain Restrictions.
(1) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided
in Section B. are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared,
on shares of Series A Preferred Stock outstanding shall have been
paid in full, the Corporation shall not:
(a) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire
for consideration any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock;
(b) declare or pay dividends on or make any other
distributions on any shares or stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except
dividends paid ratably on the Series A Preferred Stock and
all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
(c) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, provided that
the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Preferred Stock;
(d) purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock or any shares of
stock ranking on a parity with the Series A Preferred Stock,
except in accordance with a purchase offer made in writing
or by publication (as determined by the Board of Directors)
to all holders of such shares upon such terms as the Board
of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the
respective series or classes.
(2) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the
Corporation could, under paragraph (A) of this Section 5,
purchase or otherwise acquire such shares at such time and in
such manner.
E. Liquidation, Dissolution or Winding Up.
(1) Upon any liquidation, dissolution or winding up of
the Corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100.00 per share, plus an
amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to
the date of such payment (the "Series A Liquidation Preference").
Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series A Preferred Stock unless,
prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to
the quotient obtained by dividing (i) the Series A Liquidation
Preference by (ii) 100 (as appropriately adjusted as set forth in
subparagraph (3) below to reflect such events as stocks splits,
stock dividends and recapitalizations with respect to the Common
Stock (such number in clause (ii), the "Adjustment Number").
Following the payment of the full amount of the Series A
Liquidation Preference and the Common Adjustment in respect of
all outstanding shares of Series A Preferred Stock and Common
Stock, respectively, holders of Series A Preferred Stock and
holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed.
(2) In the event, however, that there are not
sufficient assets available to permit payment in full of the
Series A Liquidation Preference and the liquidation preferences
of all other series of Preferred Stock, if any, which rank on a
parity with the Series A Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences.
In the event, however, that there are not sufficient assets
available to permit payment in full of the Common Adjustment,
then such remaining assets shall be distributed ratably to the
holders of Common Stock.
(3) In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such
case the Adjustment Number in effect immediately prior to such
event shall be adjusted by multiplying such Adjustment Number by
a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
F. Merger, Consolidation. etc. In case the Corporation
shall enter into any merger, consolidation, combination or other
transaction in which the shares of Common Stock are exchanged or
changed into other stock or securities, cash and/or any other
property, then in any such case each share of Series A Preferred
Stock shall at the same time be similarly exchanged or changed in
an amount per share (subject
to the provision for adjustment hereinafter set forth) equal to
100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into
which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the
amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.
G. Redemption. The shares of Series A Preferred Stock
shall not be redeemable.
H. Ranking. The Series A Preferred Stock shall rank on a
parity with all other series of the Corporation's Preferred Stock
as to the payment of dividends and other distribution of assets,
unless, in accordance with authorization in the Articles of
Incorporation, the terms of any such series shall provide
otherwise.
I. Amendment. The Articles of Incorporation of the
Corporation shall not be further amended in any manner which
would alter or change the powers, preferences or special rights
of the Series A Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority of the
outstanding shares of Series A Preferred Stock, voting separately
as one voting group.
J. Fractional Shares. Series A Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A
Preferred Stock.
Common Stock
Each holder of Common Stock shall be entitled to one vote
for each share of Common Stock held of record on all matters on
which shareholders generally are entitled to vote. Subject to
the provisions of law and the rights of the Preferred Stock and
any other class or series of stock having a preference as to
dividends over the Common Stock then outstanding, dividends may
be paid on the Common Stock at such times and in such amounts as
the Board of Directors shall determine. Upon the dissolution,
liquidation or winding up of the corporation, after any
preferential amounts to be distributed to the holders of the
Preferred Stock and any other class or series of stock having a
preference over the Common Stock then outstanding have been paid
or declared and set apart for payment, the holders of the Common
Stock shall be entitled to receive all the remaining assets of
the corporation available for distribution to its shareholders
ratably in proportion to the number of shares held by them,
respectively.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE COMPANY'S
UNAUDITED FINANCIAL STATEMENTS AS OF AND
FOR THE PERIOD ENDING JUNE 29, 1996, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> JUN-29-1996
<CASH> 8,859
<SECURITIES> 0
<RECEIVABLES> 65,723
<ALLOWANCES> 196
<INVENTORY> 58,066
<CURRENT-ASSETS> 146,394
<PP&E> 86,339
<DEPRECIATION> 23,161
<TOTAL-ASSETS> 323,788
<CURRENT-LIABILITIES> 157,052
<BONDS> 0
<COMMON> 30,957
0
0
<OTHER-SE> 103,167
<TOTAL-LIABILITY-AND-EQUITY> 323,788
<SALES> 449,608
<TOTAL-REVENUES> 449,608
<CGS> 379,305
<TOTAL-COSTS> 379,305
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 997
<INCOME-PRETAX> 31,754
<INCOME-TAX> 12,200
<INCOME-CONTINUING> 19,554
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,554
<EPS-PRIMARY> 0.59
<EPS-DILUTED> 0.59
</TABLE>