As filed with the Securities and Exchange Commission on February 12, 1998
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHAMPION ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Michigan 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]
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>
*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).
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 February 12, 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 February
10, 1998, the closing sale price for the Common Stock as traded on the New
York Stock Exchange was $23.50, as reported in The Wall Street Journal.
----------------------
This offering is not underwritten.
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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 February --, 1998
CONTENTS
Page
Additional Information 2
Incorporation of Certain Documents by Reference 3
Forward Looking Statements 3
Plan of Distribution 4
Selling Shareholders 5
Selected Financial Data 6
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 December
28, 1996;
(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, as follows: the Company's Quarterly Reports on Form 10-Q for
its quarters ended March 29, 1997, June 28, 1997 and September 27,
1997;
(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.
PAGE
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SELECTED FINANCIAL DATA
The following per share amounts have been restated to show the adoption
of Financial Accounting Standard No. 128, Earnings per Share which was adopted
at the end of 1997 (January 3, 1998). Following are the restated per share
amounts for the years presented:
1996 1995 1994 1993 1992
Per Share
Basic earnings $1.13 $1.18 $0.99 $0.31 $0.10
per share
Diluted earnings 1.09 1.14 0.96 0.30 0.10
per share
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 December 28, 1996,
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 December 28, 1996, 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
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following expenses have been borne by the issuer. No portion of
such expenses are to be borne by any of the Selling Shareholders:
Registration fees $ 3,734.00
Legal fees 2,000.00
Accounting fees 2,000.00
Item 15. Indemnification of Directors and Officers.
Michigan Business Corporation Act. The Company is organized under the
Michigan Business Corporation Act (the "Michigan Act") which, in general,
empowers Michigan corporations to indemnify a person who is a party or is
threatened to be made a party to any civil, criminal, administrative or
investigative action, suit or proceeding (other than actions by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or of another
enterprise at such corporation's request, against expenses, judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred in connection therewith if such person acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
the corporation or its shareholders and, in the case of a criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The Michigan Act also empowers Michigan corporations to provide similar
indemnity to such a person for expenses and amounts paid in settlement,
actually and reasonably incurred, in actions or suits by or in the right of
the corporation except in respect of any claim, issue or matter as to which
such person is found liable to the corporation, unless (and then only to the
extent that) the court determines that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity.
Bylaws of the Registrant. The Company's bylaws generally require the
Company to indemnify persons to the extent it is empowered to do so under the
Michigan Act.
Item 16. Exhibits.
Exhibit Number Description
5 Opinion of Dykema Gossett PLLC, respecting the
legality of shares of Common Stock being registered
23(a) Consent of Price Waterhouse LLP, independent
accountants
23(b) Consent of Ernst & Young, LLP, independent accountants
23(c) Consent of Dykema Gossett PLLC (contained in their
opinion filed as Exhibit 5)
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration;
provided, however, that (1)(i) and (1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Champion Enterprises, Inc., pursuant to the provisions of applicable law, the
Company's Bylaws or Articles of Incorporation, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Auburn Hills, Michigan on February 12, 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
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby constitutes
and appoints Walter R. Young, Jr., Joseph H. Stegmayer and John J. Collins,
Jr. and each of them acting alone, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 12, 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)
/s/ ROBERT W. ANESTIS
Robert W. Anestis Director
/s/ FRANK J. FERACO
Frank J. Feraco Director
/s/ SELWYN ISAKOW
Selwyn Isakow Director
/s/ GEORGE R. MRKONIC
George R. Mrkonic Director
/s/ JOHNSON S. SAVARY
Johnson S. Savary Director
/s/ ROBERT W. STARK
Robert W. Stark Director
/s/ CARL L. VALDISERRI
Carl L. Valdiserri Director
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INDEX TO EXHIBITS
Exhibit Number Description
5 Opinion of Dykema Gossett PLLC, respecting the
legality of shares of Common Stock being registered
23(a) Consent of Price Waterhouse LLP, independent
accountants
23(b) Consent of Ernst & Young, LLP, independent accountants
23(c) Consent of Dykema Gossett PLLC (contained in their
opinion filed as Exhibit 5)
February 12, 1998
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, MI 48326
Ladies and Gentlemen:
We have assisted you (the "Company") in the preparation of a
Registration Statement on Form S-3 under the Securities Act of 1933, as
amended, for the offering of 550,266 shares of Common Stock, par value $1.00
per share, of the Company (the "Shares") by certain shareholders of the
Company. All of the shares included in the Registration Statement were issued
by the Company pursuant to the acquisition of Cliff Ave. Investments, Inc. on
February 10, 1998.
It is our opinion that the Shares are validly issued, fully paid and
non-assessable shares of Common Stock of the Company.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
DYKEMA GOSSETT PLLC
/S/ D. RICHARD MCDONALD
D. Richard McDonald
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 7, 1997, appearing on page F-2 of Champion Enterprises, Inc.
Annual Report on Form 10-K for the year ended December 28, 1996. We also
consent to the references to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP
/s/ PRICE WATERHOUSE LLP
Detroit, Michigan
February 6, 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 tot eh 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
February 6, 1998
