As filed with the Securities and Exchange Commission on April 20, 1998
Registration No. 333-46237
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHAMPION ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2743168
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2701 University Drive, Suite 320,
Auburn Hills, Michigan 48326
(248) 340-9090
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
JOHN J. COLLINS, JR., ESQ.
Vice President-Secretary and General Counsel
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, Michigan 48326
(248) 340-9090
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
The Commission is requested to send copies of all orders,
notices and other communications to:
D. RICHARD MCDONALD, ESQ.
Dykema Gossett PLLC
1577 North Woodward Avenue, Suite 300
Bloomfield Hills, Michigan 48304
(248) 203-0859
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. X
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Aggregate Registration
to be Registered Registered Price per Share* Offering Price* Fee
Common Stock, ** 550,266 $23.00 $12,656,118 $3,734
$1.00 par value
</TABLE>
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* Estimated solely for purposes of computing the Registration Fee, at
$23.00 per share, the average price for shares of the Common Stock on
February 10, 1998, as reported on the New York Stock Exchange, pursuant
to Rule 457(c).
** Attached to each share of Common Stock is one Right to Purchase 1/200 of
a share of the Registrant's Preferred Stock, issued under the
Registrant's Shareholder Rights Plan.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
PAGE
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
Subject to completion, dated April , 1998
PROSPECTUS
CHAMPION ENTERPRISES, INC.
Suite 320
2701 University Drive
Auburn Hills, Michigan 48326
(248) 340-9090
550,266 Shares of Common Stock
$1 par value
The 550,266 shares of Common Stock of Champion Enterprises, Inc. (the
"Company" or "CEI") offered by this Prospectus are outstanding shares of
Common Stock, which may be sold from time to time in the market or in other
transactions by certain selling shareholders of the Company. See "Plan of
Distribution" and "Selling Shareholders." The Company will not receive any of
the proceeds from these sales.
The Common Stock is traded on the New York Stock Exchange. On April 15,
1998, the closing sale price for the Common Stock as traded on the New York
Stock Exchange was $29.00, as reported in The Wall Street Journal.
This offering is not underwritten.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offer made hereby, and, if given or made, such information
or representation must not be relied upon. The delivery of this Prospectus at
any time does not imply that the information herein is correct as of any time
subsequent to the date hereof.
The date of this Prospectus is April , 1998
PAGE
<PAGE>
CONTENTS
Page
Additional Information 2
Incorporation of Certain Documents by Reference 3
Forward Looking Statements 3
Plan of Distribution 4
Selling Shareholders 5
Legal Matters 6
Experts 6
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Securities and Exchange Commission, under the Securities
Act of 1933, as amended. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and related exhibits for further information with
respect to the Company and the securities offered hereby. Any statements
contained herein concerning the provisions of any documents are not
necessarily complete, and in such instance reference is made to the copy of
such documents filed as an exhibit to the Registration Statement or otherwise
filed with the Securities and Exchange Commission. Each such statement is
qualified in its entirety by such reference. The Registration Statement may
be inspected by anyone at the office of the Commission without charge, and
copies of all or any part of it may be obtained upon payment of the
Commission's charge for copying.
Champion Enterprises, Inc. is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission. Such reports, proxy statements and other information may
be inspected and copied at the office of the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, or at its Regional Offices located
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
IL 60661; and 7 World Trade Center, 13th Floor, New York, New York 10007; and
copies of such material can be obtained from the Public Reference Section of
the Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The address of that Web site is
http://www.sec.gov.
The Company's Common Stock is listed on the New York Stock Exchange.
Reports, proxy statements and other information concerning the Company may be
inspected at the offices of the Exchange at 20 Broad Street, New York, New
York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are hereby incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the year ended January
3, 1998.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in Paragraph (a)
above .
(c) The description of the Common Stock of the Company contained in the
Registration Statement on Form 8-A, No. 1-9751 filed under the
Securities Exchange Act of 1934.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Prospectus and prior to the
termination of the offering of the securities covered by this Prospectus shall
be deemed to be incorporated herein by reference and to be a part hereof from
the respective date of filing of each such document.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents). Requests should be directed to John J.
Collins, Jr., Vice President-Secretary and General Counsel, Champion
Enterprises, Inc., 2701 University Drive, Suite 320, Auburn Hills, Michigan
48326, (248) 340-9090.
FORWARD LOOKING STATEMENTS
The Company may from time to time make written or oral forward looking
statements, including statements contained in the Company's filings with the
Commission and its reports to shareholders. This Prospectus contains and
incorporates by reference certain statements that could be considered forward
looking. Such statements are or will be based on the Company's estimates,
assumptions and projections, and are subject to risks and uncertainties,
including those specifically listed below and those contained in the Company's
reports previously filed with the SEC, that could cause actual results to
differ materially from those included in the forward looking statements.
Long term growth in the manufactured housing industry may be affected by:
(1) the relative cost of manufactured housing versus other forms of housing;
(2) general economic trends, including inflation and unemployment rates,
consumer confidence, job growth and interest rates; (3) changes in
demographics, including new household formations and the number of Americans
on fixed income; (4) the availability and cost of financing for manufactured
homes; (5) changes in government regulations and policies, including HUD
regulations, local building codes and zoning regulations; and (6) changes in
regional markets and the U.S. economy as a whole. Short-term sales could be
affected by inclement weather and inventory levels of manufactured housing
retailers. Fluctuations in interest rates may affect the demand for
manufactured housing to the extent that those changes reduce job growth, slow
the U.S. economy, or cause a loss in consumer confidence. The profitability
of the registrant may also be affected by: (1) its ability to efficiently
expand operations and utilize production capacity; (2) its ability to pass
increased raw material costs, particularly lumber costs, on to its customers;
(3) market share position; (4) growth in the manufactured housing industry as
a whole; (5) the results of its acquisitions; and (6) strength of retail
distribution.
PLAN OF DISTRIBUTION
The 550,266 shares of Common Stock being offered by this Prospectus are
being offered by certain shareholders of the Company listed under "Selling
Shareholders" (the "Selling Shareholders"). These shares were issued to the
Selling Shareholders by the Company in the acquisition of Cliff Ave.
Investments, Inc. on February 10, 1998.
The shares offered by the Selling Shareholders may be sold from time to
time on the New York Stock Exchange or in the over-the-counter market or
shares may be offered in independent transactions, in negotiated transactions
or otherwise. In addition, the shares may be sold in transactions pursuant to
Rule 144 under the Securities Act of 1933, in which case any shares sold
pursuant to Rule 144 may be deemed to be restricted securities. The Selling
Shareholders may also sell some or all of the shares in transactions involving
broker-dealers who may acquire shares as principal. It is anticipated that
all of the shares will be sold through one or more broker-dealers selected by
the Company in the quantities and at the times determined by such broker-
dealers. However, sales may also be made in the quantities, at the time, and
through registered broker-dealers to be determined from time to time by each
Selling Shareholder. No arrangements for any broker-dealer to act on behalf
of the Selling Shareholders have yet been made. It is anticipated that any
selling broker-dealers engaged by the Selling Shareholders will receive only
their customary brokerage commissions. Participating broker-dealers may be
deemed underwriters of the shares within the meaning of the Securities Act of
1933, in which event all such compensation to be received by them may be
deemed underwriting compensation.
Sales of the shares offered by the Selling Shareholders will be made at
prices per share approximating market prices prevailing at the time of the
sales. The Company will not receive any of the proceeds of the sales. Any
brokerage commissions due to any broker selected by the Company, and any
expenses incurred by any Selling Shareholder in connection with the offering
made thereby, will be borne by the Company. Any such brokerage commissions or
expenses due to any broker engaged separately by any Selling Shareholder will
be borne by such Selling Shareholder. The Company is bearing the legal and
accounting expense incurred in the preparation and filing of the Registration
Statement of which this Prospectus is a part and the filing fee thereunder.
The Selling Shareholders have agreed to indemnify the Company against certain
liabilities, including liabilities under the Securities Act of 1933.
SELLING SHAREHOLDERS
Certain information is provided below with respect to each of the Selling
Shareholders. The information includes the name and address of each Selling
Shareholder, present positions, offices and material relationships with the
Company and its subsidiaries and any during the past three years, the number
of shares of Common Stock of the Company beneficially owned, the number of
shares offered by this Prospectus and the percentage of the Class of Common
Stock to be owned by the Selling Shareholders after the offering.
<TABLE>
<S> <C> <C> <C> <C>
Shares of CEI Common Stock
Present Positions, Offices Percent
or Relationships with CEI Owned as of Offered of Class
and its Subsidiaries and Date of this by this After
Name and Address Any During the Past 3 Years Prospectus Prospectus Offering
James Scoular (1) President 353,594 353,148 *
Cliff Ave. Investments, Inc.
David J. Driver(2) Secretary-Treasurer 89,863 89,863 *
Cliff Ave. Investments, Inc.
William G. Krum(3) Vice President 27,635 27,635 *
Cliff Ave. Investments, Inc.
Jacqueline R. Scoular N/A 26,540 26,540 *
Irrevocable Trust,
William N.
Scoular, Trustee (1)
Jeffrey A. Scoular N/A 26,540 26,540 *
Irrevocable Trust,
William N.
Scoular, Trustee (1)
Jennifer A. Scoular N/A 26,540 26,540 *
Irrevocable Trust,
William N.
Scoular, Trustee (1)
</TABLE>
* Less than 1%
(1) Address is 300 E. St. Andrews Drive, Sioux Falls, SD 57108.
(2) Address is 2612 Mary Drive, Sioux Falls, SD 57105.
(3) Address is 4420 Oak Ridge Avenue, Sioux Falls, SD 57103.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Dykema Gossett PLLC of Bloomfield Hills, Michigan.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K for the year ended January 3,
1998, have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts
in auditing and accounting.
The consolidated financial statements of Redman Industries, Inc.
incorporated by reference in Champion Industries' Annual Report (Form 10-K)
for the year ended January 3, 1998, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such financial statements have been
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits.
Exhibit Number Description
23(a) Consent of Price Waterhouse LLP, independent accountants
23(b) Consent of Ernst & Young, LLP, independent accountants
<PAGE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Champion
Enterprises, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Auburn Hills, Michigan on
April 20, 1998.
CHAMPION ENTERPRISES, INC.
By: /s/ WALTER R. YOUNG, JR.
Walter R. Young, Jr.
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to this Registration Statement has been signed by the
following persons in the capacities indicated on April 20, 1998.
Title
/s/ WALTER R. YOUNG, JR.
Walter R. Young, Jr. Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
/s/ JOSEPH H. STEGMAYER
Joseph H. Stegmayer President, Retail Operations
and Chief Financial Officer
(Principal Financial Officer)
/s/ RICHARD HEVELHORST
Richard Hevelhorst Controller
(Principal Accounting Officer)
*
Robert W. Anestis Director
*
Frank J. Feraco Director
*
Selwyn Isakow Director
*
George R. Mrkonic Director
*
Johnson S. Savary Director
*
Robert W. Stark Director
*
Carl L. Valdiserri Director
/s/ Joseph H. Stegmayer
* By Joseph H. Stegmayer
Attorney-in-Fact
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
23(a) Consent of Price Waterhouse LLP, independent accountants
23(b) Consent of Ernst & Young, LLP, independent accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 6, 1998, appearing on page F-2 of Champion Enterprises, Inc.
Annual Report on Form 10-K for the year ended January 3, 1998. We also
consent to the references to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP
/s/ PRICE WATERHOUSE LLP
Bloomfield Hills, Michigan
April 17, 1998
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Champion
Enterprises, Inc. for the registration of 550,266 shares of its common stock
and to the incorporation by reference therein of our report dated May 17,
1996, with respect to the consolidated financial statements of Redman
Industries, Inc. included in its Annual Report (Form 10-K) for the year ended
March 29, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
/s/ ERNST & YOUNG LLP
Dallas, Texas
April 17, 1998
