<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CHAMPION ENTERPRISES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
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(4) Dated filed:
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<PAGE> 2
CORPORATE HEADQUARTERS
AUBURN HILLS, MICHIGAN 48326
CHAMPION ENTERPRISES INC., LOGO (810) 340-9090
March 18, 1996
Dear Shareholder:
Your Company cordially invites you to attend the 1996 Annual Meeting of
Shareholders which will be held at the Hampton Inn, 1461 N. Opdyke Road, Auburn
Hills, Michigan, 48326, on Monday, April 29, 1996 at 10:00 a.m., local time.
It is important that your shares be represented at the meeting, regardless
of how many you hold. Whether you plan to attend the meeting or not, we urge
that you take time to familiarize yourself with the enclosed proxy materials and
that you then promptly sign, date and return the enclosed proxy card in the
postage-paid envelope provided, so that as many shares as possible may be
represented at the meeting. This will not prevent you from voting your shares in
person if you do attend the meeting.
All shareholders will benefit from your cooperation, since the meeting will
have to be adjourned without conducting any business (and the Company will have
to incur additional proxy soliciting expenses) if less than a majority of the
outstanding shares are represented.
Sincerely,
Walter R. Young, Jr.
Walter R. Young, Jr.
Chairman of the Board
of Directors, President and
Chief Executive Officer
<PAGE> 3
CHAMPION ENTERPRISES, INC.
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 1996
The Annual Meeting of Shareholders of Champion Enterprises, Inc. will be
held at the Hampton Inn, 1461 N. Opdyke Road, Auburn Hills, Michigan 48326, on
Monday, April 29, 1996 at 10:00 a.m., local time, for the following purposes:
1. To elect a Board of Directors;
2. To consider a proposal to amend the Restated Articles of Incorporation
to increase the number of authorized shares of Common Stock from
30,000,000 shares to 75,000,000 shares;
3. To consider a proposal to approve amendments to the 1995 Stock Option
and Incentive Plan; and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has designated March 8, 1996 as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting.
You are invited to attend the meeting. However, if you do not expect to
attend in person, you are urged to execute and return immediately the enclosed
proxy, which is solicited by the Board of Directors. The proxy is revocable and
will not affect your right to vote in person if you attend the meeting.
If you are a participant in the Champion Enterprises, Inc. Savings Plan,
the enclosed proxy card will represent the number of shares registered in your
name and/or the number of shares allocated to your account under the Plan. For
those shares held in the Plan, the enclosed proxy card will serve as a direction
to the trustee under the Plan as to how the shares are to be voted.
By Order of the Board of Directors,
LOUIS M. BALIUS, SECRETARY
Auburn Hills, Michigan
March 18, 1996
<PAGE> 4
CHAMPION ENTERPRISES, INC.
2701 UNIVERSITY DRIVE, SUITE 320
AUBURN HILLS, MICHIGAN 48326
------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS, APRIL 29, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Champion Enterprises, Inc., a Michigan
corporation (the "Company"), to be used at the Annual Meeting of Shareholders of
the Company to be held on Monday, April 29, 1996, or at any adjournment thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders and in this Proxy Statement. Proxies may be revoked by (i) filing
with the Secretary of the Company, at or before the Annual Meeting, a written
notice of revocation bearing a later date than the proxy, (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Company at or before the Annual Meeting, or (iii) attending the Annual
Meeting and voting in person by ballot.
Only shareholders of record of the Company's common stock, $1 par value
("Common Stock"), at the close of business on March 8, 1996 are entitled to
notice of and to vote at the meeting or any adjournment thereof. On that date,
the Company had 15,372,366 shares of Common Stock issued and outstanding. Each
share of Common Stock outstanding on the record date is entitled to one vote on
all matters presented at the Annual Meeting. A majority of the outstanding
shares will constitute a quorum. Shares cannot be voted at the meeting unless
the holder is present in person or represented by proxy. Shares may not be voted
cumulatively for the election of directors.
The nominees for election to the Board receiving a plurality of votes cast
at the Annual Meeting will be elected as Directors. A majority of the shares
present, or represented, and entitled to vote at the Annual Meeting is required
for approval of the amendments to the 1995 Stock Option and Incentive Plan, and
a majority of the outstanding shares entitled to vote at the Annual Meeting is
required for approval of the amendment to the Restated Articles of
Incorporation. Abstentions are counted for purposes of determining whether a
quorum is present at the meeting although broker non-votes are not counted for
this purpose. Abstentions and broker non-votes will have the effect of a vote
against the proposals to approve amendments to the 1995 Stock Option and
Incentive Plan and the amendment to the Restated Articles of Incorporation.
The entire cost of soliciting proxies will be borne by the Company. The
Company will make arrangements with brokerage houses, nominees, fiduciaries and
other custodians to send proxies and proxy materials to beneficial owners of the
Company's stock and will reimburse them for their expenses in so doing. In
addition to solicitation by mail, officers and regular employees of the Company
may solicit proxies personally, by telephone or by facsimile transmission.
Further, the Company may use the services of Morrow & Co., Inc. to solicit
proxies.
The approximate date on which this Proxy Statement and the form of proxy
relating hereto will first be sent or given to shareholders is March 18, 1996.
The Annual Report to Shareholders for the fiscal year ended December 30, 1995 is
enclosed herewith.
1
<PAGE> 5
1. ELECTION OF DIRECTORS
Six Directors will be elected at the Annual Meeting, each to hold office
until the next Annual Meeting of Shareholders or until a successor is elected
and qualified. The following table sets forth certain information regarding
management's nominees for election as Directors. All of the nominees are
presently Directors of the Company and were elected by the shareholders at the
1995 Annual Meeting. Proxies will be voted for the election of such nominees
unless the proxy card is marked (in accordance with the instructions thereon) to
indicate that authority to do so is withheld. If, as a result of unknown or
unforeseen circumstances, any of such nominees shall be unavailable to serve as
a Director, proxies will be voted for the election of such other person or
persons as the Board of Directors may select.
<TABLE>
<CAPTION>
Year
First
Became
a
Name Age Principal Occupation Director
- ---------------------------- --- ------------------------------------------- ----
<S> <C> <C> <C>
Walter R. Young, Jr......... 51 Chairman of the Board of Directors,
President and Chief Executive Officer of
the Company................................ 1990
Robert W. Anestis(1)........ 50 President, Anestis & Company, an investment
banking and financial advisory firm
(Westport, Connecticut).................... 1991
Selwyn Isakow(1)............ 44 President, The Oxford Investment Group,
Inc., a merchant banking and corporate
development firm (Bloomfield Hills,
Michigan).................................. 1991
George R. Mrkonic(1)(2)..... 43 Vice Chairman and President, Borders Group,
Inc., a retailer of books and music (Ann
Arbor, Michigan)........................... 1994
Johnson S. Savary(2)........ 67 Of Counsel, Abel, Band, Russell, Collier,
Pitchford & Gordon, attorneys (Sarasota,
Florida)................................... 1979
Carl L. Valdiserri(2)....... 59 Chairman and Chief Executive Officer, Rouge
Steel Company, an integrated steel
manufacturer (Dearborn, Michigan).......... 1995
</TABLE>
- -------------------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
CERTAIN INFORMATION REGARDING NOMINEES
Each of the foregoing persons has been engaged in the principal occupation
shown above, or in a similar one with the same employer, for more than five
years, except for Messrs. Mrkonic and Savary. Prior to joining Borders Group,
Inc. in November 1994, Mr. Mrkonic was Executive Vice President, Specialty
Retail Group, at Kmart Corporation since November 1990. Mr. Mrkonic also serves
as a director of Comshare, Inc. and Borders Group, Inc. both publicly-traded
corporations. For more than five years prior to joining the law firm of Abel,
Band, Russell, Collier, Pitchford & Gordon in November 1992, Mr. Savary was a
partner of the law firm Dykema Gossett which has
2
<PAGE> 6
provided legal services to the Company during the past fiscal year. Mr.
Valdiserri also serves as a director of Rouge Steel Company, a publicly-traded
corporation.
COMPENSATION OF DIRECTORS
Pursuant to the 1995 Stock Retainer Plan for Non-employee Directors
("Retainer Plan"), each Director who is not an employee of the Company
("non-employee Director") receives in lieu of all cash compensation an annual
retainer of 2,400 shares of Common Stock of the Company or 2,600 shares if such
non-employee Director also serves as a chairperson of a Board Committee. The
annual retainer is paid on each Annual Meeting date upon being elected or
reelected as a non-employee Director. The Retainer Plan provides for the payment
of retainers through the Annual Meeting Date in 2000. Non-employee Directors are
reimbursed for expenses they incur in attending Board and Committee meetings,
and the Company also maintains business travel accident insurance coverage for
them. Directors who are employees of the Company receive no compensation (beyond
their compensation for services as an employee) for serving as Directors.
The 1991 Stock Plan for Directors (the "Directors' Plan") is available to
any new non-employee Director upon his or her first election to the Board. Under
the Directors' Plan, the first time a non-employee Director is elected at an
Annual Meeting, he or she will be entitled to a grant immediately following such
Annual Meeting. Stock grants under the Directors' Plan consist of a right to
purchase 4,000 shares and a nonqualified stock option to purchase up to 12,000
shares. The right must be exercised within 60 days following the date of grant.
Shares purchased pursuant to the right are restricted and nontransferable for a
two-year period following the date of purchase. The option becomes exercisable
when a non-employee Director has exercised the right in full during the
applicable 60-day period. Thereafter, 3,000 shares will become exercisable on
each successive Annual Meeting date until the option becomes fully exercisable,
even if the Director does not remain on the Board throughout such four-year
period. Once the option becomes exercisable, it will remain exercisable for a
period not to exceed 10 years from the date of grant, whether or not the
non-employee Director remains on the Board for such period. The exercise price
for the right is the greater of $1.00 per share or 40% of the fair market value
per share on the date of grant and the exercise price for the option is the
closing price of the Company's Common Stock on the New York Stock Exchange on
the date of the grant. During fiscal 1995, stock option grants were awarded to
Mr. Valdiserri upon his first election as a Director of the Company.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company meets regularly, at least once each
quarter. During 1995 the Board of Directors held nine meetings. Standing
committees established by the Board of Directors to assist it in the discharge
of its responsibilities are described below. The Board of Directors does not
have a nominating committee.
Audit Committee. The Audit Committee, which met three times during 1995, is
responsible for recommending to the Board of Directors the selection of
independent public accountants; approving the nature and scope of services
performed by the independent public accountants and reviewing the range of fees
for such services; conferring with the independent public accountants and
reviewing the results of their audit; providing assistance to the Board of
Directors with respect to the corporate accounting and financial reporting
practices of the Company; and, in general, assuring
3
<PAGE> 7
that management fulfills its responsibilities in the preparation of the
Company's financial statements and reports.
Compensation Committee. The Compensation Committee, which met five times
during 1995, recommends, for approval by the full Board of Directors, the nature
and amount of all compensation for executive officers of the Company. The
Compensation Committee also administers the 1987 Stock Option Plan, the 1990
Nonqualified Stock Option Program and the 1995 Stock Option and Incentive Plan.
2. PROPOSAL TO APPROVE AN AMENDMENT TO THE RESTATED
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
The Restated Articles of Incorporation presently authorize 30,000,000
shares of Common Stock and 5,000,000 shares of Preferred Stock. As of March 8,
1996, 15,372,366 shares of Common Stock were issued and outstanding, and
2,468,958 shares of Common Stock were reserved for issuance pursuant to the
Company's stock option plans, compensation plans and other agreements. There
were no shares of Preferred Stock issued although 300,000 shares of Series A
Preferred Stock were reserved for issuance.
Proposed Amendment. The Board of Directors is seeking approval of an
amendment to the Restated Articles of Incorporation to increase the number of
authorized shares of Common Stock to 75,000,000 shares. If the proposal is
approved by the shareholders, the first paragraph of Article III of the Restated
Articles of Incorporation, which sets forth the total authorized capital stock
of the Company, will be amended to read as follows:
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").
In addition, the Board of Directors has authorized an increase in the number of
shares of Series A Preferred Stock reserved for issuance from 300,000 shares to
750,000 shares in the event the proposal is approved by the shareholders.
Reasons for Proposed Amendment. As a result of the two-for-one stock split
of the Common Stock on May 30, 1995 and the increase in the per share stock
price that has occurred since that time, an additional increase in the number of
authorized shares is needed so there is a sufficient number of available shares
for stock splits, financing, acquisitions and other general corporate purposes.
The additional shares may be issued by the Board of Directors without further
shareholder approval unless required by applicable law, regulation or rule.
Although the Company does consider from time to time proposals or transactions
involving the issuance of additional shares of Common Stock, there is currently
no specific transaction contemplated which would result in the issuance of the
additional shares of Common Stock being considered for authorization under this
proposal.
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSAL TO AMEND THE
RESTATED ARTICLES OF INCORPORATION.
4
<PAGE> 8
3. PROPOSAL TO APPROVE AMENDMENTS TO THE
1995 STOCK OPTION AND INCENTIVE PLAN
Certain amendments are needed to the Company's 1995 Stock Option and
Incentive Plan (the "1995 Plan") in order to provide the Board with additional
flexibility in the granting of performance incentives to executive officers. The
amendments will enable the Board to implement the new incentive compensation
program for the Chief Executive Officer of the Company (the "CEO Incentive
Compensation Program") and also to make restricted stock awards and performance
share awards under the 1995 Plan which comply with the requirements of Section
162(m) of the Internal Revenue Code (the "Code"). Compliance with Section 162(m)
is necessary to ensure that such awards are fully tax deductible by the Company.
See "Executive Compensation -- Compensation Committee Report" for a discussion
of the CEO Incentive Compensation Program.
SUMMARY OF PROPOSED AMENDMENTS
The 1995 Plan, approved by shareholders in 1995, is an incentive
compensation plan which ties executive officer compensation to Company
performance. Currently, there are 650,000 shares of the Company's Common Stock
authorized for issuance under the 1995 Plan and the maximum number of options
that can be granted to an optionee in any one fiscal year is 200,000. To
implement the CEO Incentive Compensation Program and to ensure the availability
of shares for other awards and grants under the 1995 Plan, the Board proposes
that the number of shares available for issuance under the 1995 Plan be
increased to 1,375,000. In addition, the Board recommends that the maximum
number of options and stock appreciation rights that may be granted in any one
fiscal year to one optionee be increased to 750,000.
Additionally, the Board proposes to amend the 1995 Plan so that restricted
stock and performance share awards will meet the performance based compensation
requirements under Code Section 162(m) to ensure that such awards are fully tax
deductible.
The proposed amendments provide that the Compensation Committee may
designate whether a particular restricted stock or performance share award is to
be granted pursuant to Code Section 162(m). A grant under Code Section 162(m) is
predicated upon the attainment of specified levels of performance by the Company
and/or its subsidiaries during a designated performance period, determined by
any or all of the following: earnings (as measured by net income, net income per
share, operating income or operating income per share), sales growth and market
capitalization. For each restricted stock or performance share award, the
Compensation Committee will select those executives who are to receive a Code
Section 162(m) award, determine the performance period, which may be a three to
five fiscal year period, determine the target levels of performance, and
determine the size of award to be paid to the selected executive if the
performance goals are attained. The Compensation Committee will make the
foregoing determinations prior to the commencement of the services to which a
Code Section 162(m) award relates (or within such time period as is established
under Code Section 162(m)) and while the outcome of the performance goals and
targets is uncertain. No Code Section 162(m) award will be payable (or awarded
shares of Company stock released from restrictions) until the Compensation
Committee has certified in writing that the performance goals have been
attained. No recipient in any fiscal year of the Company may receive Code
Section 162(m) restricted stock or performance share awards, respectively, for
more than 50,000 shares of the Company's Common Stock.
5
<PAGE> 9
NEW PLAN BENEFITS UNDER AMENDED 1995 PLAN
Subject to shareholder approval of the foregoing amendments to the 1995
Plan, on August 31, 1995, the Board of Directors granted the following
nonqualified stock option and performance share awards to Mr. Young:
NEW PLAN BENEFITS
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------
Number of Shares
Name and Position Subject to Award
- --------------------------------------------------------------------------------------------
Walter R. Young, Jr. ....................................... 550,000 options
Chairman of the Board, President and Chief Executive
Officer 50,000 performance shares
- --------------------------------------------------------------------------------------------
</TABLE>
SUMMARY OF 1995 PLAN
The 1995 Plan is an incentive compensation plan which provides for the
granting of stock options, stock appreciation rights ("SARs"), restricted stock,
performance share awards and annual incentive awards to key employees of the
Company. The annual incentive awards are based on pre-established objective
performance goals. The 1995 Plan is administered by the Compensation Committee
of the Board of Directors.
Stock Options, SARs, Restricted Stock and Performance Shares. Stock options
granted under the 1995 Plan may be either incentive stock options under Code
Section 422 or nonqualified options. The exercise price for incentive stock
options must be at least the fair market value of the shares on the grant date.
The exercise price for nonqualified options may be less than fair market value.
The 1995 Plan also provides for the discretionary grant of SARs in tandem with
stock options. The Compensation Committee is also authorized to grant
performance share awards and shares of restricted Common Stock upon such terms
and conditions as the Committee may determine.
Annual Performance Incentive Awards. Each year, the Compensation Committee
will (i) identify the executive officers who will be eligible to receive annual
incentive awards ("Eligible Employees"), (ii) determine a performance period and
(iii) determine target levels of Company performance that must be achieved by
the Company for annual incentive awards ("Annual Incentive Awards") to be paid
under the 1995 Plan. At the end of each year, the Compensation Committee will
certify, in writing, the degree of achievement by the Company of the performance
targets and the amount of Annual Incentive Award which may be paid to each
Eligible Employee. If the Company fails to achieve a threshold performance
target applicable to an Eligible Employee, no Annual Incentive Award will be
paid to such Eligible Employee under the 1995 Plan for such year. Annual
Incentive Awards will be paid in cash and/or shares of Common Stock of the
Company, as determined by the Compensation Committee.
Code Section 162(m). Section 162(m) of the Code denies a federal income tax
deduction for certain compensation in excess of $1,000,000 per year paid to the
Chief Executive Officer and the four other most highly-paid executive officers
of a publicly-traded corporation. Certain types of compensation, including
compensation based on performance goals, are excluded from this deduction limit.
It is intended that all awards under the 1995 Plan paid to the named executive
officers will be deductible by the Company notwithstanding the limitations of
Code Section 162(m) by reason of
6
<PAGE> 10
the exception for performance based compensation, assuming shareholders approve
the amendments to the 1995 Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE THE
AMENDMENTS TO THE 1995 STOCK OPTION AND INCENTIVE PLAN.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
The Compensation Committee is a standing committee of the Board of
Directors comprised of three non-employee Directors. Mr. Mrkonic is the Chairman
and Messrs. Savary and Valdiserri are the Committee's other members.
The primary responsibility of the Committee is to establish and monitor the
Company's compensation programs for executive officers and senior operating
management. The Committee works with management and independent consultants to
develop recommendations for approval by the full Board. During 1995, the
Committee met five times. Below is the report of the Compensation Committee
describing its executive officer compensation policies and the basis for the
1995 compensation of Walter R. Young, Jr., the Company's Chief Executive Officer
("CEO").
COMPENSATION POLICIES FOR EXECUTIVE OFFICERS. The Company's executive
compensation policies are designed to attract, retain and motivate executive
officers to enhance shareholder value. Executive compensation has three
components: (i) annual base salary, (ii) annual performance incentives through
cash bonus and awards under the 1995 Stock Option and Incentive Plan, and (iii)
long-term performance incentives through participation in the 1987 Stock Option
Plan, the 1990 Nonqualified Stock Option Program and the 1995 Stock Option and
Incentive Plan.
The Committee from time to time uses an independent compensation consultant
to assist in its analysis and to make recommendations. The consultant has
provided the Committee and the Board with the results from a nationwide
compensation study covering senior executive officers from general manufacturing
companies with annual sales in a range comparable to those of the Company
("Comparable Company Survey"). The Comparable Company Survey includes several
hundred companies throughout the United States. The Committee also considers the
comparative executive compensation levels for six of the eight companies
included in the peer group index component of the Five Year Cumulative Return
graph ("Industry Survey"). See "Executive Compensation -- Performance Graph".
In May 1995, the Board of Directors modified its designation of the
executive officers of the Company to include the Chief Executive Officer, the
Chief Financial Officer, the General Counsel, the Treasurer and the Controller.
The President of Champion Home Builders Co. and the President of Champion Motor
Coach, Inc. are no longer included among the executive officers due to the
increased number of operating subsidiaries of the Company (resulting from recent
acquisitions) and the decentralized management of those six subsidiaries. The
Compensation Committee continues to review the compensation policies for all
subsidiary presidents.
Annual Base Salaries for executive and subsidiary officers are reviewed
annually and targeted to be competitive, but toward the lower end of the range
of salaries of other companies of comparable
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<PAGE> 11
size. It is the Company's philosophy to set base salaries at this minimum level
but to provide opportunity for significant incentive compensation based on
improved Company performance. Executive officer salaries are based on the
positions' responsibilities, the individual's performance and compensation data
for comparable companies obtained from the Comparable Company Survey and the
Industry Survey. Annual base salaries for subsidiary presidents range from
$75,000 to $180,000.
Annual Performance Incentives are provided primarily through cash bonuses.
Prior to each fiscal year, the Committee reviews and establishes performance
levels for both executive and subsidiary officers. Annual incentive awards to
executive officers meet the requirements of Section 162(m) of the Code so that
such awards are fully tax deductible by the Company.
Bonus determinations for executive officers are based solely upon achieving
pre-determined levels of earnings per share of the Company. The pre-determined
earnings per share levels are reviewed each year and adjusted as appropriate. In
each of the last three years the income targets have been increased.
All six subsidiary presidents receive cash incentive payments based upon
achieving pre-determined levels of pretax income for each of their respective
subsidiaries. Three subsidiary presidents had incentive programs established
when their respective companies were acquired during the past two years. The
other three subsidiary presidents had programs established prior to fiscal 1995
or prior to their employment in 1995.
Long-Term Performance Incentives. The Company believes in management as
shareholders and in incentive compensation over the longer term. All stock
options granted to executive officers during 1993 and 1994 as long-term
performance incentives were granted at exercise prices that were one-fifth to
one-third above fair market value on the date of the grant. Accordingly, the
value of such premium-priced options is dependent upon significant increases in
the Company's share value. Such stock options only reward executive officers to
the extent that shareholders also have benefited. The amount of these awards
(number of shares) is determined by the Compensation Committee primarily based
upon formulas provided by the independent consultant. The formulas are derived
from a nationwide data base and present executive officer stock option award
levels that are consistent with general industry practices. The formulas are
based upon the expected future value of the option stock over a seven-year
period at several assumed rates of stock price appreciation.
No long-term incentive awards were granted to the executive officers during
1995, except to Mr. Young as part of the CEO Incentive Compensation Program
described below. Long-term awards were made to four subsidiary presidents during
1995, either in conjunction with the acquisition of their companies or as an
inducement to join the Company. Each award to such subsidiary president
consisted of stock options, a portion of which were granted at an exercise price
below fair market value and a portion of which were granted at an exercise price
equal to fair market value. In addition, 17 grants were made to middle
management during 1995. Long-term performance incentives are made primarily
through the Company's 1987 Stock Option Plan, the 1990 Nonqualified Stock Option
Program, the 1993 Middle Management Stock Option Plan and the 1995 Stock Option
and Incentive Plan.
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<PAGE> 12
CHIEF EXECUTIVE OFFICER COMPENSATION. The Compensation Committee believes
that the CEO's compensation should be heavily influenced by Company performance.
Accordingly, both annual incentives and long-term incentives for the CEO are
tied to Company performance.
Annual Base Salary. The Committee targets the CEO's base salary to be
competitive, but toward the lower end of the range of salaries of CEO's of
comparable companies included in the Comparable Company Survey and the Industry
Survey. For 1995, the Committee recommended and the Board of Directors approved
an increase in the CEO's base compensation from $275,000 to $350,000 which was
the first increase for the CEO since 1991. As part of the CEO Incentive
Compensation Program described below, the Committee has recommended and the
Board has approved an increase in the CEO's annual base salary to $400,000 in
1997 and to $450,000 in 1999.
Annual Performance Incentive. Based on the achievement of pre-determined
1995 earnings per share targets, Mr. Young was granted a cash bonus of $679,710
in February 1996, for the 1995 year performance.
Long-Term Performance Incentive. As an inducement for the continued
employment of the CEO over the next five years, the Board of Directors on the
recommendation of the Compensation Committee approved a new five-year incentive
compensation program for Mr. Young, effective August 31, 1995 (the "CEO
Incentive Compensation Program"). The Program, which was developed with the
assistance of an independent consultant, involves a total of 800,000 shares of
Common Stock and is conditioned upon Mr. Young remaining employed with the
Company throughout the five-year period and depositing with the Company 250,000
shares of unencumbered Common Stock (the "Deposit Shares") he presently owns.
Mr. Young is not permitted to transfer the Deposit Shares until the respective
stock awards vest or expire or his employment is terminated, although he retains
full ownership and voting rights as to the Deposit Shares. Mr. Young also is not
eligible to receive other long-term performance incentives during this five-year
period.
The CEO Incentive Compensation Program provides for performance based
compensation under the terms of the 1995 Stock Option and Incentive Plan, and
includes (i) options for 200,000 shares at an exercise price of $17 per share,
which was the fair market value of the Common Stock on August 31, 1995 (the
"Option Price"); (ii) options for 550,000 shares at the Option Price, subject to
shareholder approval of the amendments to the 1995 Plan discussed in Proposal 3;
and (iii) 50,000 performance shares, subject to shareholder approval of the
amendments to the 1995 Plan discussed in Proposal 3.
The options do not vest unless Mr. Young remains employed by the Company
through the fifth anniversary of the grant date, provided however that one-half
(375,000) of the options may vest on either the third or fourth anniversary
dates if certain stock price appreciation targets are achieved within 60 days
prior to such dates. As a further condition to the exercise of the options, Mr.
Young has deposited with the Company 234,375 Deposit Shares and has agreed to
keep such shares on deposit until such time as the options vest or are
terminated. The options expire at the earlier of eight years after grant or
three years after vesting.
9
<PAGE> 13
The performance shares do not become transferable unless the Company's
earnings per share grow at a rate at least equal to the median of the eight
companies included in the peer group index component of the Five Year Cumulative
Return graph during the performance period commencing January 1, 1996 and ending
December 31, 1999. In addition, Mr. Young must remain employed by the Company
throughout the performance period, subject to certain exceptions, and must keep
on deposit with the Company during the performance period 15,625 additional
Deposit Shares. If any of these conditions is not satisfied, Mr. Young would
forfeit all of the performance shares.
George R. Mrkonic
Johnson S. Savary
Carl L. Valdiserri
10
<PAGE> 14
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth information with respect to the cash
compensation paid by the Company and its subsidiaries, as well as certain other
compensation paid or accrued, during the Company's last three fiscal years to
the Chief Executive Officer and each of the five most highly compensated
executive officers of the Company (including Messrs. Gurch and Ensch who ceased
to be executive officers on May 1, 1995) in all capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Long-Term
Annual Compensation Compensation
--------------------------------------------
Securities All Other
Fiscal Underlying Compensation
Name and Principal Position Year Salary Bonus(3) Options(#) (6)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Walter R. Young, Jr.......... 1995 $ 350,000 $679,710 750,000(4) $1,300
Chairman, President and 1994 275,000 679,100 56,000 3,217
Chief Executive Officer 1993 275,000 412,500 67,000 2,266
A. Jacqueline Dout........... 1995 200,000 194,203 -- 817
Executive Vice President 1994 141,028(1) 200,000 220,000(5) --
and Chief Financial 1993 -- -- -- --
Officer
Louis M. Balius.............. 1995 114,000 55,348 -- 1,193
Vice President -- Secretary 1994 105,753 87,000 4,000 1,972
and General Counsel 1993 105,000 52,500 12,000 1,284
J. Craig Wiles............... 1995 89,500 33,220 -- 839
Treasurer 1994 87,683 41,618 16,000 2,330
1993 86,116 35,697 4,000 1,960
James M. Gurch............... 1995 108,336(2) 209,284 -- 1,566
Former President -- 1994 200,000 512,827 24,000 2,280
Champion Home Builders 1993 200,000 354,903 24,000 933
Co.
Thomas J. Ensch.............. 1995 176,250 215,300 -- 1,446
President -- Champion 1994 165,000 165,000 16,000 2,319
Motor Coach, Inc. 1993 160,000 50,000 18,000 1,349
- --------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------
(1) Ms. Dout joined the Company on April 18, 1994.
(2) Mr. Gurch resigned his position with the Company effective July 7, 1995.
(3) Bonus amounts are paid generally in February or March of the year following
the fiscal year in which they are earned.
(4) Granted pursuant to the CEO Incentive Compensation Program, of which 550,000
options are subject to shareholder approval of amendments to the 1995 Stock
Option and Incentive Plan. See "Proposal 3". The CEO Incentive Compensation
Program also included a grant of 50,000 performance shares, which are also
subject to shareholder approval of amendments to the 1995 Stock Option and
Incentive Plan. See "Executive Compensation -- Long-Term Incentive Plan
Awards".
(5) Includes an option grant for 210,000 shares awarded to Ms. Dout as an
inducement to join the Company in April 1994.
(6) Reflects the contributions of the Company to the accounts of the named
executive officers under the Company's Savings Plan. The Company has no
pension program nor does the Company provide vehicles for its executives.
11
<PAGE> 15
STOCK OPTIONS
The following table sets forth information with respect to stock options
granted by the Company to the Chief Executive Officer during the Company's last
fiscal year. In addition, in accordance with SEC rules, there are shown certain
hypothetical gains that would exist for the respective options over the full
option term, based on assumed rates of annual compound stock price appreciation
of 5% and 10% from the date the options were granted. No stock options were
granted during 1995 to any other named executive officer of the Company.
OPTION GRANTS IN LAST FISCAL PERIOD
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Potential Realizable
Value at
Assumed Annual Rates
of Stock Price
Appreciation for
Individual Grants Option Term
- --------------------------------------------------------------------------------------------------------
% of Total
Options
Number of Granted
Securities To
Underlying Employees Exercise
Options in Fiscal Price Expiration
Name Granted(#) Year ($/Share) Date 5% 10%
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Walter R. Young, Jr. ... 200,000(1) 16% $17.00 (3) $1,623,000 $ 3,888,000
Walter R. Young, Jr. ... 550,000(1)(2) 45 17.00 (3) 4,464,000 10,693,000
- --------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------
(1) Options granted pursuant to the 1995 Stock Option and Incentive Plan at an
exercise price equal to fair market value on the grant date and become
exercisable on August 31, 2000 provided Mr. Young remains employed by the
Company and keeps certain shares of unencumbered Common Stock he presently
owns on deposit with the Company until such options vest or are terminated.
One-half of the options become exercisable earlier (in three or four years
after the grant date) if certain stock price appreciation is attained.
(2) Subject to shareholder approval of amendments to the 1995 Stock Option and
Incentive Plan. See "Proposal 3."
(3) Expire on August 31, 2003 (eight years from the date of grant) or three
years from vesting.
12
<PAGE> 16
OPTION EXERCISES AND HOLDINGS
The following table sets forth information, with respect to the named
executives in the Summary Compensation Table, concerning the exercise of options
during the last fiscal year and unexercised options held as of the end of the
last fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal
at Fiscal Year-End(#) Year-End($)(1)
-------------------------- ----------------------------
Shares Acquired
On Exercise Value
Name (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Walter R. Young, Jr.. 60,000 $806,250 123,000 750,000(2) $1,727,813 $10,406,250
A. Jacqueline Dout... -- -- 70,000 120,000 1,392,250 2,190,000
Louis M. Balius...... 14,000 171,500 16,000 -- 267,250 --
J. Craig Wiles....... -- -- 3,200 12,800 68,400 273,600
James M. Gurch....... 50,000 668,750 -- -- -- --
Thomas J. Ensch...... 20,000 308,750 44,000 -- 727,125 --
- --------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------
(1) Assumes a market price of $30.875 per share, which was the last sale price
on the last trading day prior to the fiscal year-end.
(2) Includes options for 550,000 shares of Common Stock which are subject to
shareholder approval of amendments to the 1995 Stock Option and Incentive
Plan. See "Proposal 3."
13
<PAGE> 17
LONG-TERM INCENTIVE PLAN AWARDS
The following table sets forth information concerning a long-term incentive
award made to the Chief Executive Officer during the last fiscal year under the
1995 Stock Option and Incentive Plan as part of the CEO Incentive Compensation
Program. See "Executive Compensation -- Compensation Committee Report." No other
executive officer received such an award during 1995. The Performance Share
Award consisted of 50,000 shares of the Company's Common Stock and is subject to
shareholder approval of amendments to the 1995 Stock Option and Incentive Plan.
See "Proposal 3." The Performance Shares do not become transferable unless the
Company's earnings per share grow at a rate at least equal to the median of the
eight companies included in the peer group index component of the Five Year
Cumulative Return graph during the performance period commencing January 1, 1996
and ending December 31, 1999. In addition, during the performance period Mr.
Young must keep on deposit with the Company 15,625 shares of Common Stock of the
Company he presently owns and remain employed by the Company, subject to certain
exceptions. If any of these conditions is not satisfied, Mr. Young will forfeit
all of the Performance Shares. Mr. Young retains voting rights as to the
Performance Shares during the performance period.
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Estimated future payouts
under non-stock price-based plans
---------------------------------------------
Performance
Number of period until
performance maturation
Name shares or payout Threshold(#) Target(#) Maximum(#)
- -----------------------------------------------------------------------------------------------------
Walter R. Young, Jr. ..... 50,000 12/31/99 50,000 50,000 50,000
- -----------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE> 18
PERFORMANCE GRAPH
Below is a line-graph presentation comparing cumulative, five-year
shareholder returns on an indexed basis with the S&P 500 Stock Index and an
index of peer companies selected by the Company. The Board of Directors has
approved a peer group of seven publicly-held manufactured housing companies and
one publicly-held commercial vehicle company which have been used for purposes
of this performance comparison. These companies were selected based upon their
similarity of products and competitive position in the industry. The companies
included in the peer group index are Clayton Homes, Inc., Fleetwood Enterprises,
Inc., Oakwood Home Corporation, Skyline Corporation, Cavalier Homes, Inc.,
Schult Homes Corporation, Liberty Homes, Inc. and Supreme Industries, Inc.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN*
AMONG CHAMPION ENTERPRISES, INC., S&P 500 INDEX AND PEER GROUP INDEX
<TABLE>
<CAPTION>
CHAMPION EN-
MEASUREMENT PERIOD TERPRISES, S&P 500
(FISCAL YEAR COVERED) INC INDEX PEER GROUP
<S> <C> <C> <C>
3/1/91 100 100 100
2/28/92 94.59 114.95 156.24
1/1/93 227.02 125.01 208.97
1/1/94 381.04 137.61 232.68
12/31/94 659.43 139.43 196.15
12/30/95 1335.07 191.82 304.79
</TABLE>
- -------------------------
* Assumes that the value of the investment in Champion Common Stock and each
index was $100 on March 1, 1991 and that all dividends were reinvested.
15
<PAGE> 19
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
The Company maintains a Change in Control Severance Agreement with Mr.
Balius (a "Change in Control Agreement"). The Change in Control Agreement
provides that Mr. Balius will be entitled to severance payments in the event
there has been a change in control (as defined in the Change of Control
Agreement) of the Company and he has incurred a termination of employment. The
cash severance benefit is equal to not less than one times his annual base
salary at termination, to be determined at the discretion of the Board of
Directors. In addition, Mr. Balius is entitled to continue participation in the
Company's hospitalization, medical, life insurance and disability insurance
programs for a limited period of time after termination of employment.
The Company also has entered into a Change In Control and Covenant Not to
Compete Agreement with Mr. Ensch. In the event of a change in control (as
defined in the Agreement) Mr. Ensch would be entitled to an award equal to 5% of
the "total enterprise value" (as defined in the Agreement) of Champion Motor
Coach, Inc. ("CMC"). The award would be payable in cash or CMC stock depending
on the nature of the change in control transaction. The Agreement also prohibits
Mr. Ensch from competing with CMC for a period of three years after termination
of employment with the Company.
EMPLOYMENT CONTRACTS
The Company has an Employment Agreement dated April 27, 1990, as amended,
with Mr. Young which terminates April 30, 1999 (the "Employment Agreement"). The
Employment Agreement provides Mr. Young with a current annual salary of $350,000
(which will increase to $400,000 in 1997 and $450,000 in 1999) and entitles him
to participate in all benefit and incentive plans maintained by the Company.
In the event Mr. Young becomes physically or mentally unable to perform his
duties under the Employment Agreement for a period of six consecutive months,
the Company may suspend Mr. Young's salary until the physical or mental
incapacity no longer exists and Mr. Young is able to resume performance of his
duties. In the event Mr. Young is terminated without cause (as defined), he is
entitled to receive his salary under the Employment Agreement for its unexpired
term. In the event Mr. Young terminates his employment upon a sale or merger, he
is entitled to receive an amount equal to his annual salary. Upon termination,
Mr. Young may elect to have the Company purchase his outstanding stock options
upon the terms contained in the Employment Agreement. Upon termination of his
employment (except termination by the Company other than for cause), Mr. Young
is prohibited from competing with the Company for a period of two years
thereafter.
The Company also has a letter agreement, dated March 15, 1994, relating to
the employment of Ms. Dout. The letter agreement provides for an initial annual
salary of $200,000 and participation in the Company's incentive bonus program as
well as the Company's medical, life insurance and long-term disability benefits.
Ms. Dout's letter agreement provides for severance payments equal to 18 months
of salary in the event the Company terminates her employment during the first
two years of employment.
16
<PAGE> 20
ADDITIONAL INFORMATION
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information with respect to those
persons who are known by management of the Company to have been the beneficial
owner of more than five percent of the Company's outstanding Common Stock as of
December 30, 1995.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership Class
- --------------------------------------------------------- -------------------- ----------
<S> <C> <C>
FMR Corp. ............................................... 1,078,700(1) 7.05%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- -------------------------
(1) As reported in the Schedule 13G, dated February 14, 1996, received by the
Company from such beneficial owner.
17
<PAGE> 21
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of shares of the Company's Common Stock by the present Directors and
executive officers of the Company.
<TABLE>
<CAPTION>
Shares Beneficially Owned
as of December 30, 1995(1)
------------------------------
Number of Percent of
Name Shares Class
- ----------------------------------------------------------- ---------- ----------
<S> <C> <C>
Walter R. Young, Jr........................................ 619,900(2) 4.02%
Robert W. Anestis.......................................... 42,600(3) *
Selwyn Isakow.............................................. 81,400(4) *
George R. Mrkonic.......................................... 9,400(5) *
Johnson S. Savary.......................................... 52,600(6) *
Carl L. Valdiserri......................................... 6,400 *
A. Jacqueline Dout......................................... 70,000(7) *
Louis M. Balius............................................ 44,828(8) *
J. Craig Wiles............................................. 11,970(9) *
All Directors and executive officers as a group (10
persons)................................................. 941,098(10) 6.04%
</TABLE>
- -------------------------
* Less than 1%
(1) To the best of the Company's knowledge based on information reported by
certain of such Directors and executive officers or contained in the
Company's shareholder records. Except as otherwise indicated by additional
information included in the footnotes to the table, each of the named
persons is presumed to have sole voting and sole investment power with
respect to all shares shown.
(2) Includes 123,000 shares which Mr. Young has the right to acquire within 60
days after the end of the fiscal year pursuant to the exercise of stock
options. Does not include 40,600 shares held by The Young Foundation (a
charitable foundation), the voting power of which is shared by Mr. Young as
its President. Mr. Young disclaims beneficial ownership of the shares held
by The Young Foundation.
(3) Includes 24,000 shares which Mr. Anestis has the right to acquire within 60
days after the end of the fiscal year pursuant to the exercise of stock
options.
(4) Includes 24,000 shares which Mr. Isakow has the right to acquire within 60
days after the end of the fiscal year pursuant to the exercise of stock
options.
(5) Includes 3,000 shares which Mr. Mrkonic has the right to acquire within 60
days after the end of the fiscal year pursuant to the exercise of stock
options.
(6) Includes 24,000 shares which Mr. Savary has the right to acquire within 60
days after the end of the fiscal year pursuant to the exercise of stock
options. Does not include 240,000 shares held by the Walter W. Clark
Revocable Trust, the voting power of which is shared by Mr. Savary as
co-trustee. Mr. Savary disclaims beneficial ownership of the shares held by
such trust.
(7) Includes 70,000 shares which Ms. Dout has the right to acquire within 60
days after the end of the fiscal year pursuant to the exercise of stock
options.
(8) Includes 16,000 shares which Mr. Balius has the right to acquire within 60
days after the end of the fiscal year pursuant to the exercise of stock
options.
(9) Includes 3,200 shares which Mr. Wiles has the right to acquire within 60
days after the end of the fiscal year pursuant to the exercise of stock
options.
(10) Includes 287,200 shares which all present directors and executive officers
of the Company as a group have the right to acquire within 60 days after
the end of the fiscal year pursuant to the exercise of stock options.
18
<PAGE> 22
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Officers, directors and greater than
ten-percent shareholders are required by Securities and Exchange Commission
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, from January 1, 1995
through December 30, 1995 (the fiscal year), all filing requirements applicable
to its officers, directors, and greater than ten percent beneficial owners were
met.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP has served as independent accountants for the Company
since 1961, and was selected by the Company's Board of Directors to serve as
such during the Company's last fiscal year (ended December 30, 1995). The
Company has selected Price Waterhouse LLP to serve as independent accountants
for the current fiscal year (ending December 28, 1996). It is anticipated that a
representative of Price Waterhouse LLP will be present at the meeting, will have
an opportunity to make a statement, and will respond to appropriate questions.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Shareholder proposals to be presented at the 1997 Annual Meeting must be
received by the Company not later than November 22, 1996 if they are to be
included in the Company's Proxy Statement relating to that meeting. Such
proposals should be addressed to the Secretary at the Company's executive
offices.
Shareholder proposals to be presented at the 1997 Annual Meeting or any
Special Meeting which are not to be included in the Company's Proxy Statement
relating to that meeting must be received by the Company not less than 60 nor
more than 90 days prior to the date of the meeting or no later than 10 days
after the day of the public announcement of the date of such meeting in
accordance with the procedures set forth in the Company's Bylaws in order to be
properly brought before the Annual or Special Meeting.
19
<PAGE> 23
OTHER MATTERS
At the date of this Proxy Statement, management is not aware of any matters
to be presented for action at the meeting other than those described above.
However, if any other matters should come before the meeting, it is the
intention of the persons named in the accompanying proxy to vote such proxy in
accordance with their judgment on such matters.
By Order of the Board of Directors,
LOUIS M. BALIUS, Secretary
March 18, 1996
20
<PAGE> 24
CHAMPION ENTERPRISES INC. LOGO
NOTICE OF 1996
ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
<PAGE> 25
CHAMPION ENTERPRISES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF CHAMPION ENTERPRISES, INC.
The undersigned hereby constitutes and appoints Walter R. Young, Jr., and
Johnson S. Savary, or either of them, attorneys and proxies with power of
substitution, to vote all of the Common Stock of the undersigned in Champion
Enterprises, Inc. at the Annual Meeting of Shareholders of Champion
Enterprises, Inc., to be held at the Hampton Inn, 1461 N. Opdyke Road, Auburn
Hills, Michigan, 48326, on Monday, April 29, 1996 at 10:00 A.M., local time,
and at any adjournments thereof, upon the following matters:
IF THE UNDERSIGNED SPECIFIES HOW HIS OR HER VOTE SHALL BE CAST AS TO PROPOSALS
(1), (2) AND (3), THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH SUCH SPECIFICATION. IF THE UNDERSIGNED DOES NOT SPECIFY HOW
HIS OR HER VOTE SHALL BE CAST, THE UNDERSIGNED HEREBY CONFERS UPON THE PROXIES
SPECIFIC AUTHORITY TO VOTE SUCH SHARES FOR THE ELECTION OF DIRECTORS AND FOR
APPROVAL OF PROPOSALS (2) AND (3).
The undersigned acknowledges receipt of the Proxy Statement dated March
18, 1996 and the Annual Report for the fiscal year ended December 30, 1995 and
ratifies all that the proxies or either of them or their substitutes may
lawfully do or cause to be done by virtue hereof, and revokes all former
proxies.
If a shareholder is a participant in the Champion Enterprises, Inc. Savings
Plan, this proxy card represents the number of shares registered in the
participant's name and/or the number of shares allocated to the participant's
account under the plan. For those shares held in the plan, this proxy card
will serve as a direction to the trustee under the plan as to how the shares
are to be voted.
PLEASE DO NOT FOLD, STAPLE OR MUTILATE
(continued and to be signed on other side)
CHAMPION ENTERPRISES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
<TABLE>
<S><C>
Vote For All
1. The election as directors of all For Withheld Except 2. Proposal to amend the Restated Articles For Against Abstain
nominees listed (except as marked / / / / / / of Incorporation to increase the number / / / / / /
to the contrary below) of authorized shares of Common Stock
Walter R. Young, Jr., Robert W. Anestis, from 30,000,000 to 75,000,000
Selwyn Isakow, George R. Mrkonic, For Against Abstian
Johnson S. Savary and Carl L. Valdiserri 3. Proposal to approve amendments to the / / / / / /
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO 1995 Stock Option and Incentive Plan.
VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE LINE
PROVIDED BELOW.)
____________________________________________________________ 4. In their discretion upon the
The Board of Directors recommends a vote "FOR" each of the listed proposals. transaction of such other
business as may properly come
before the meeting.
Please sign this Proxy exactly
as your name appears hereon,
date it, and return it in the
enclosed envelope. Joint owners
should each sign. If you are signing
as guardian, trustee, executor,
administrator or attorney-in-fact,
please so indicate. Please also
note any address correction above.
______________________________________
(Signature)
______________________________________
(Signature)
Dated: _________________________, 1996
</TABLE>
