As filed with the Securities and Exchange Commission on February 25, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 300, Auburn Hills, Michigan 48326
(Address of principal executive offices) (zip code)
Corporate Officer Stock Purchase Plan
(Full title of the Plan)
John J. Collins, Jr., Esq.
Vice President-Secretary and General Counsel
Champion Enterprises, Inc.
2701 University Drive, Suite 300
Auburn Hills, Michigan 48326
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (248)340-9090
Copies to:
D. Richard McDonald
Dykema Gossett PLLC
1577 North Woodward Avenue, Suite 300
Bloomfield Hills, Michigan 48304
CALCULATION OF REGISTRATION FEE
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<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
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Common Stock, 200,000 $20.1875 $4,037,500 $1122.43
$1.00 par value
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*Estimated solely for purposes of computing the Registration Fee, at 20.1875 per share, the average price
for shares of the Common Stock on February 24, 1999, as reported on the New York Stock Exchange, pursuant to
Rule 457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation by Reference.
The following documents filed by Champion Enterprises (the "Company")
with the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 3, 1998.
(b) The Company's Quarterly Reports on Form 10-Q for its quarters
ended April 4, 1998, July 4, 1998 and October 3, 1998.
(c) Description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A under the Securities
Exchange Act of 1934, Number 1-9751.
All documents filed by the Company with the Commission pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Registration Statement and prior to the
termination of the offering of the common stock covered by this Registration
Statement shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of each such
document.
Item 4. Description of Securities.
The description of securities being offered is set forth in Item 3(c).
Item 5. Interests of Named Experts and Counsel.
LEGAL COUNSEL
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 Registration Statement by
reference to the Company's Annual Report on Form 10-K for the fiscal year
ended January 3, 1998, have been so incorporated in reliance on such report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.
Item 6. 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 was or is a party or is threatened to be made a party
to a threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative and whether formal or
informal, other than an action 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 is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another enterprise, against expenses, including attorney's fees, judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred in connection therewith if the 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, with respect to a criminal action or
proceeding, if the person had no reasonable cause to believe his or her
conduct was unlawful.
The Michigan Act also empowers Michigan corporations to provide similar
indemnity to such a person for expenses, including attorney's fees, and
amounts paid in settlement actually and reasonably incurred by the person in
connection with actions or suits by or in the right of the corporation if the
person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the interests of the corporation or its shareholders,
except in respect of any claim, issue or matter in which the person has been
found liable to the corporation, unless the court determines that the person
is fairly and reasonably entitled to indemnification in view of all relevant
circumstances, in which case indemnification is limited to reasonable expenses
incurred.
The Michigan Act also permits a Michigan corporation to purchase and
maintain on behalf of such a person insurance against liabilities incurred in
such capacities. The Company has obtained a policy of directors' and
officers' liability insurance.
Bylaws of the Registrant
The Company's Bylaws generally require the Registrant to indemnify
officers and directors to the fullest extent legally possible under the
Michigan Act and provide that similar indemnification may be afforded
employees and agents.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement:
4.1 Corporate Officer Stock Purchase Plan.
5 Opinion of Dykema Gossett PLLC with respect to the legality
of the Common Stock to be registered hereunder.
23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of Ernst & Young, LLP
23.3 Consent of Dykema Gossett PLLC (contained in Exhibit 5)
24 Power of Attorney (see "Signatures")
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes 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 this
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 this registration statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if this 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 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(2) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each
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) The undersigned registrant hereby undertakes 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.
(4) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) or 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Auburn Hills, State of Michigan on
February 22, 1999.
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 22, 1999.
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/ SELWYN ISAKOW
- -------------------------
Selwyn Isakow Director
/s/ BRIAN D. JELLISON
- -------------------------
Brian D. Jellison 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
<PAGE>
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INDEX TO EXHIBITS
Exhibit
Number Exhibits
4.1 Corporate Officer Stock Purchase Plan.
5 Opinion of Dykema Gossett PLLC with respect to the
legality of the Common Stock to be registered
hereunder.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Dykema Gossett PLLC (contained in Exhibit
5)
24 Power of Attorney (see "Signatures")
CHAMPION ENTERPRISES, INC.
CORPORATE OFFICER STOCK PURCHASE PLAN
(Effective July 1, 1998)
TABLE OF CONTENTS
Page
ARTICLE I - Establishment and Purpose. . . . . . . . . . . . . .1
1.1 Establishment and Purpose . . . . . . . . . . . . . . . . .1
1.2 Applicability . . . . . . . . . . . . . . . . . . . . . . .1
ARTICLE II - Definitions . . . . . . . . . . . . . . . . . . . .1
2.1 Account Balance . . . . . . . . . . . . . . . . . . . . . .1
2.2 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . .1
2.3 Change in Control . . . . . . . . . . . . . . . . . . . . .1
2.4 Code. . . . . . . . . . . . . . . . . . . . . . . . . . . .2
2.5 Company . . . . . . . . . . . . . . . . . . . . . . . . . .2
2.6 Compensation. . . . . . . . . . . . . . . . . . . . . . . .2
2.7 Corporate Officer . . . . . . . . . . . . . . . . . . . . .2
2.8 Deferred Compensation Committee . . . . . . . . . . . . . .2
2.9 Disability. . . . . . . . . . . . . . . . . . . . . . . . .2
2.10 Employer. . . . . . . . . . . . . . . . . . . . . . . . . .2
2.11 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . .2
2.12 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . .2
2.13 Participant . . . . . . . . . . . . . . . . . . . . . . . .2
2.14 Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . .2
2.15 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . .2
2.16 Spouse. . . . . . . . . . . . . . . . . . . . . . . . . . .2
2.17 Vested Account Balance. . . . . . . . . . . . . . . . . . .3
ARTICLE III - Eligibility and Participation. . . . . . . . . . .3
3.1 Eligibility and Participation . . . . . . . . . . . . . . .3
3.2 Duration. . . . . . . . . . . . . . . . . . . . . . . . . .3
3.3 Revocation of Future Participation. . . . . . . . . . . . .3
3.4 Notification. . . . . . . . . . . . . . . . . . . . . . . .3
ARTICLE IV - Benefits, Form of Payment and Compensation Reduction
Agreements . . . . . . . . . . . . . . . . . . . . . . . . 3
4.1 Deferred Compensation Benefit . . . . . . . . . . . . . . .3
4.2 Payment of Benefits . . . . . . . . . . . . . . . . . . . .3
4.3 Form of Payment . . . . . . . . . . . . . . . . . . . . . .3
4.4 Compensation Reduction Agreements . . . . . . . . . . . . .4
4.5 Prohibition Against Compensation Reduction Agreement
Modifications . . . . . . . . . . . . . . . . . . . . . . .4
ARTICLE V - Account Balance, Stock Purchase and Vesting. . . . .4
5.1 Account Balance . . . . . . . . . . . . . . . . . . . . . .4
5.2 Stock Purchase. . . . . . . . . . . . . . . . . . . . . . .4
5.3 Vesting . . . . . . . . . . . . . . . . . . . . . . . . . .5
ARTICLE VI - Disability Benefit, Death Benefit, and Special
Withdrawals . . . . . . . . . . . . . . . . . . . . . . . .5
6.1 Disability Benefit. . . . . . . . . . . . . . . . . . . . .5
6.2 Death Benefit . . . . . . . . . . . . . . . . . . . . . . .5
6.3 Hardship Withdrawal . . . . . . . . . . . . . . . . . . . .5
6.4 In-Service Withdrawal . . . . . . . . . . . . . . . . . . .6
6.5 Change in Control . . . . . . . . . . . . . . . . . . . . .6
ARTICLE VII - Administration . . . . . . . . . . . . . . . . . .6
7.1 Plan Administration . . . . . . . . . . . . . . . . . . . .6
7.2 Deduction of Taxes from Amounts Payable . . . . . . . . . .6
7.3 Indemnification . . . . . . . . . . . . . . . . . . . . . .6
7.4 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . .7
7.5 Delegation of Authority . . . . . . . . . . . . . . . . . .7
7.6 Binding Decisions or Actions. . . . . . . . . . . . . . . .7
ARTICLE VIII - Amendment and Termination . . . . . . . . . . . .7
8.1 Amendment and Termination . . . . . . . . . . . . . . . . .7
8.2 Constructive Receipt Termination. . . . . . . . . . . . . .7
8.3 Amendment or Termination After Change in Control. . . . . .7
ARTICLE IX - Funding . . . . . . . . . . . . . . . . . . . . . .8
9.1 General Assets. . . . . . . . . . . . . . . . . . . . . . .8
9.2 Rabbi Trust . . . . . . . . . . . . . . . . . . . . . . . .8
9.3 Change in Control . . . . . . . . . . . . . . . . . . . . .8
ARTICLE X - General Conditions . . . . . . . . . . . . . . . . .8
10.1 Anti-assignment Rule. . . . . . . . . . . . . . . . . . . .8
10.2 No Legal or Equitable Rights or Interest. . . . . . . . . .9
10.3 Applicable Plan Provisions. . . . . . . . . . . . . . . . .9
10.4 No Employment Contract. . . . . . . . . . . . . . . . . . .9
10.5 Headings. . . . . . . . . . . . . . . . . . . . . . . . . .9
10.6 Invalid or Unenforceable Provisions . . . . . . . . . . . .9
10.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . .9
<PAGE>
<PAGE>
CHAMPION ENTERPRISES, INC.
CORPORATE OFFICER STOCK PURCHASE PLAN
(Effective July 1, 1998)
ARTICLE I
Establishment and Purpose
1.1 Establishment and Purpose. Champion Enterprises, Inc. hereby adopts the
Champion Enterprises, Inc. Corporate Officer Stock Purchase Plan (the
"Plan"), effective as of July 1, 1998 (the "Effective Date"). The
purpose of the Plan is to provide each Participant in the Plan with an
opportunity to defer receipt of annual and periodic bonuses. The
Company shall be referred to hereinafter as "Employer." The Plan is
intended to benefit a select group of management or highly compensated
employees of the Employer within the meaning of Sections 201, 301, and
401 of ERISA, and to therefore be exempt from the requirements of Parts
2, 3, and 4 of Title I of ERISA.
1.2 Applicability. The provisions of the Plan shall apply only to a person
who retires from the Employer, terminates employment, dies, or incurs
total and permanent disability on or after the Effective Date and shall
not apply to any person not in the active employment of the Employer on
or after the Effective Date.
ARTICLE II
Definitions
2.1 Account Balance. Account Balance means the value of each Participant's
deferred compensation account balance under the Plan determined in
accordance with Section 5.1.
2.2 Beneficiary. Beneficiary means a natural person, estate, or trust
designated by a Participant in accordance with Section 6.2 to receive
benefits under and in accordance with provisions of the Plan. The
Participant's estate shall be the Beneficiary if:
(a) the Participant has not designated a natural person or trust as
Beneficiary, or
(b) the designated Beneficiary has predeceased the Participant.
2.3 Change in Control. Change in Control means the occurrence of any of the
following events: (1) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one percent or more
of the outstanding Common Stock of the Company in a single transaction
or a series of related transactions within a one-year period; (2) a sale
of all or substantially all of the assets of the Company to any person,
firm or corporation; or (3) a merger or similar transaction between the
Company and another entity if shareholders of the Company do not own a
majority of the voting stock of the corporation surviving the
transaction.
2.4 Code. Code means the Internal Revenue Code of 1986, as amended from
time to time.
2.5 Company. Company means Champion Enterprises, Inc. (and its designated
subsidiaries).
2.6 Compensation. Compensation means, for purposes of this Plan, annual
bonuses.
2.7 Corporate Officer. Corporate Officer means an officer subject to the
short swing profit restrictions under Section 16(b) of the Securities
and Exchange Act of 1934 and who is a member of a select group of
management or highly compensated employees selected by the Deferred
Compensation Committee to participate in this Plan and who timely elects
to participate in this Plan.
2.8 Deferred Compensation Committee. Deferred Compensation Committee means
the Chief Financial Officer ("CFO"), Chief Human Resources Officer and
General Counsel, who shall serve until the earlier of termination of
employment or appointment of a replacement by the Chief Executive
Officer.
2.9 Disability. Disability means that a Participant had been determined to
have incurred total and permanent disability, as defined by the
long-term disability ("LTD") group plan to which the Participant belongs
at the date of total and permanent disability.
2.10 Employer. Employer means Champion Enterprises, Inc. (and its designated
subsidiaries).
2.11 ERISA. ERISA means the Employee Retirement Income Security Act of 1974,
as amended from time to time.
2.12 Fiscal Year. Fiscal Year means January 1 through December 31.
2.13 Participant. Participant means a Corporate Officer who meets the
requirements for eligibility under Section 3.1.
2.14 Plan. Plan means the Champion Enterprises, Inc. Corporate Officer Stock
Purchase Plan, as documented herein and as may be amended thereafter.
2.15 Plan Year. Plan Year means January 1 through December 31.
2.16 Spouse. Spouse means the person married to the Participant at the date
benefits become payable under the Plan.
2.17 Vested Account Balance. Vested Account Balance means that portion of a
Participant's Account Balance as adjusted in accordance with the vesting
requirements of Section 5.3.
ARTICLE III
Eligibility and Participation
3.1 Eligibility and Participation. Persons eligible to participate in this
Plan are limited to Corporate Officers (i.e., officers designated as
such by the Board of Directors on November 15 prior to the plan year).
3.2 Duration. Any person who became a Participant shall continue to be a
Participant as long as he or she is entitled to benefits hereunder.
3.3 Revocation of Future Participation. The Deferred Compensation Committee
may revoke a Participant's eligibility to make future compensation
deferrals under this Plan. Such revocation will not affect in any
manner a Participant's Account Balance or other terms of this Plan.
3.4 Notification. A Participant shall be notified by the Deferred
Compensation Committee, in writing, of his or her eligibility to
participate in this Plan.
ARTICLE IV
Benefits, Form of Payment and Compensation Reduction Agreements
4.1 Deferred Compensation Benefit. Each Participant who retires or
terminates employment with an Employer and its subsidiaries shall be
entitled to a deferred compensation benefit equal to his or her Vested
Account Balance (as determined in accordance with Sections 5.1 and 5.3)
as of the end of the month in which retirement or termination of
employment occurs.
4.2 Payment of Benefits. Benefits are payable in shares of Champion
Enterprises, Inc. Common Stock (except fractional shares to be paid in
cash) authorized exclusively by the 1995 Stock Option and Incentive Plan
upon the earlier of termination of employment with the Employer,
retirement, death (see Section 6.2), or Disability (see Section 6.1), or
a Change in Control (see Sections 2.3 and 6.5).
4.3 Form of Payment. A Participant may timely elect to have benefits paid:
(a) in a single lump sum; or (b) in annual installment payments for a
five, ten, fifteen, or twenty year period, as selected by the
Participant. The Deferred Compensation Committee may, at its discretion
modify a Participant's election to have benefits paid in annual
installments to a single lump sum. If a Participant elects to have
benefits paid in annual installments, the annual payment will be
determined by dividing the Account Balance prior to such payment by the
number of remaining installments. The Account Balance will continue to
be adjusted in accordance with Section 5.1 during the installment
payment period.
4.4 Compensation Reduction Agreements. Deferrals made under the Plan must
be made in accordance with a written compensation reduction agreement.
Deferral elections shall be made in writing on a compensation reduction
agreement form provided by the Deferred Compensation Committee for that
purpose. Annual bonus deferral elections shall be made no later than
November 15 of the Fiscal Year to which such annual bonus relates. A
compensation reduction agreement shall designate the amount to be
deferred in whole percentages of Compensation and/or as a dollar amount.
The maximum annual bonus deferral in any Fiscal Year is limited to the
lesser of 50% of the total bonus earned or $500,000. A compensation
reduction agreement shall specify the form of distribution for deferrals
made during the Plan Year to which the compensation reduction agreement
applies. To be effective, a compensation reduction agreement must be
received and approved by the Deferred Compensation Committee.
4.5 Prohibition Against Compensation Reduction Agreement Modifications. A
Participant shall make a compensation reduction election as to the
deferral amount and form of payment. Such election is irrevocable
except that a Participant may modify such election as to the form of
payment prior to a termination of employment provided that a change to
have benefits paid in annual installments from a single lump sum must be
made at least twelve (12) months prior to the Participant's date of
termination. A new election as to the form of payment will supercede
all prior elections and apply to all past deferrals made under the Plan.
A Participant may not modify a compensation reduction agreement during a
Plan Year by changing the amount of the compensation reduction except
that a Participant may completely revoke a compensation reduction
election for a particular year subject to approval by the Deferred
Compensation Committee. In such event, the Participant will not be
eligible to make a subsequent compensation reduction election for that
same Plan Year.
ARTICLE V
Account Balance, Stock Purchase and Vesting
5.1 Account Balance. A Participant's Account Balance shall be credited with
amounts deferred pursuant to compensation reduction agreements and
further credited or debited based on the investment return (dividends,
appreciation or depreciation) attributed to Champion Enterprises, Inc.
Common Stock.
5.2 Stock Purchase. A Participant's compensation deferrals will be invested
by the Company in shares of Champion Enterprises, Inc. Common Stock
authorized exclusively by the 1995 Stock Option and Incentive Plan.
Such stock purchases are eligible for a 30% discount such that the
purchase price of each share will equal 70% of stock price as quoted on
the New York Stock Exchange on the purchase date.
5.3 Vesting. A Participant's Vested Account Balance is the Account Balance
as provided in Section 5.1 adjusted for and subject to the following
vesting schedule applied to each particular compensation deferral and
resulting share purchase:
Less than one year of service following deferral 0%
One year of service following deferral 25%
Two years of service following deferral 50%
Three years of service following deferral 100%
If a Participant voluntarily terminates employment or is involuntarily
terminated by the Company during the three year vesting period, the
Vested Account Balance will be determined by a) the number of purchased
shares (after consideration of the discount pursuant to Section 5.2)
multiplied by the applicable vesting percentage above and valued at the
current (last day of the month) share price in accordance with Section
4.1, plus b) the remainder of the purchased shares valued at the lesser
of the original purchase price (after consideration of the discount
pursuant to Section 5.2) or the current share value. All amounts will
automatically be fully vested upon a Participant's death, disability,
normal retirement or a change in control.
ARTICLE VI
Disability Benefit, Death Benefit, and Special Withdrawals
6.1 Disability Benefit. At the election of an eligible Employee who
terminates employment with a Disability, any optional form of payment
that has been timely elected shall be made.
6.2 Death Benefit. In the event that a Participant dies before or after
retirement, the Participant's Beneficiary shall be entitled to payment
of a single lump sum equal to the Participant's Account Balance as of
his or her date of death.
6.3 Hardship Withdrawal. Prior to termination of employment, a Participant
may request a payment under the Plan if the Participant experiences a
financial hardship. A "financial hardship" is an unanticipated
emergency that is caused by an event beyond the control of a Participant
and that would result in severe financial hardship to the Participant if
early withdrawal were not permitted, including, but not limited to,
college tuition. The Employer in its sole discretion, will determine
whether a Participant has experienced a financial hardship. The amount
of any payment on account of financial hardship is limited to the amount
of the severe financial need which cannot be met with other resources of
the Participant.
6.4 In-Service Withdrawal. Prior to termination of employment, a
Participant may request a payment under the Plan as an In-Service
Withdrawal. A distribution to a Participant in the form of an
In-Service Withdrawal may not exceed 90% of the Participant's Account
Balance. All In-Service Withdrawals are subject to a mandatory Account
Balance forfeiture equal to 10% of such withdrawal. Forfeitures will
remain the property of the Employer, and the Participant's Account
Balance will be reduced accordingly. In-Service Withdrawals must be
approved by the Employer upon review by the Deferred Compensation
Committee.
6.5 Change in Control. Notwithstanding anything in the Plan to the
contrary, each Participant shall have the right within six (6) months
following a Change in Control to receive an immediate payment of such
Participant's Account Balance, provided that the amount payable to such
Participant shall be reduced by a penalty in the amount of ten (10%)
percent of such Account Balance. For purposes of this Section 6.5, a
Participant's Account Balance shall be valued as of the last day of the
month in which such request is received by the Deferred Compensation
Committee, and payment shall be made within thirty (30) days following
such valuation date.
ARTICLE VII
Administration
7.1 Plan Administration. This Plan shall be administered by the Deferred
Compensation Committee, which shall have authority to make, amend,
interpret and enforce all appropriate rules and regulations for the
administration of this Plan and decide or resolve any and all questions
including interpretations of this Plan, as may arise in connection with
the Plan.
7.2 Deduction of Taxes from Amounts Payable. The Employer may deduct from
the amount to be distributed under the Plan such amount as the Employer,
in its sole discretion, deems proper for the payment of income,
employment, death, succession, inheritance, or other taxes with respect
to benefits under the Plan.
7.3 Indemnification. Each Employer shall indemnify and hold harmless each
employee, officer, or director of an Employer to whom is delegated
duties, responsibilities, and authority with respect to the Plan against
all claims, liabilities, fines and penalties, and all expenses
reasonably incurred by or imposed upon him (including but not limited to
reasonable attorney fees) which arise as a result of his actions or
failure to act in connection with the operation and administration of
the Plan to the extent lawfully allowable and to the extent that such
claim, liability, fine, penalty, or expense is not paid for by liability
insurance purchased or paid for by an Employer. Notwithstanding the
foregoing, an Employer shall not indemnify any person for any such
amount incurred through any settlement or compromise of any action
unless the Employer consents in writing to such settlement or
compromise.
7.4 Expenses. The expenses of administering the Plan shall be paid by the
Employer.
7.5 Delegation of Authority. In the administration of this Plan, the
Deferred Compensation Committee may, from time to time, employ agents
and delegate to them such administrative duties as it sees fit, and may
from time to time consult with legal counsel who may be legal counsel to
the Company.
7.6 Binding Decisions or Actions. The decision or action of the Deferred
Compensation Committee in respect of any question arising out of or in
connection with the administration, interpretation and application of
the Plan and the rules and regulations thereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.
ARTICLE VIII
Amendment and Termination
8.1 Amendment and Termination. The Plan is intended to be permanent, but
the Deferred Compensation Committee may at any time modify, amend, or
terminate the Plan, provided that such modification, amendment or
termination shall not cancel, reduce, or otherwise adversely affect the
amount of benefits of any Participant accrued (and any form of payment
elected) as of the date of any such modification, amendment, or
termination, without the consent of the Participant. The Deferred
Compensation Committee shall be permitted upon Plan termination to pay
each Participant (without such Participant's consent) a lump sum in the
amount of such Participant's Account Balance as of the date of such Plan
termination.
8.2 Constructive Receipt Termination. Notwithstanding anything contrary in
the Plan, if any Participant receives a deficiency notice from the
United States Internal Revenue Service asserting constructive receipt of
amounts payable under the Plan, the Deferred Compensation Committee, in
its sole discretion, may terminate the Plan or such Participant's
participation in the Plan.
8.3 Amendment or Termination After Change in Control. Notwithstanding
anything to the contrary in the Plan, the Plan shall not be amended or
terminated without the prior written consent of affected Participants
for a period of six (6) months following a Change in Control and shall
not thereafter amend or terminate the Plan in any manner which affects
any Participant who commences receiving payment of benefits under the
Plan prior to the end of such six (6) month period following a Change in
Control.
ARTICLE IX
Funding
9.1 General Assets. All benefits under this Plan shall be paid directly
from the general funds of the Employer, and no special or separate fund
shall be established and no other segregation of assets shall be made to
assure payment. No Employee, Spouse or Beneficiary shall have any
right, title or interest whatever in or to any investments which the
Employer may make to aid the Employer in meeting obligation hereunder.
Nothing contained in this Plan, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind,
or a fiduciary relationship, between an Employer and any Employee,
Spouse, or Beneficiary.
9.2 Rabbi Trust. To the extent that any person acquires a right to receive
payments from the Employer hereunder, such rights shall be no greater
than the right of an unsecured creditor of the Employer.
Notwithstanding the foregoing, the Company will establish a grantor type
trust, commonly known as a Rabbi Trust, as a vehicle for accumulating
the assets needed to pay the promised benefit.
9.3 Change in Control. Upon a Change in Control, as defined in Section 2.3,
the Company shall as soon as possible, but in no event longer than 30
days following the Change in Control, make an irrevocable contribution
to a Rabbi Trust (referenced in Section 9.2) in an amount that is
sufficient to pay each Participant or Beneficiary the promised benefit
to which the Participant or Beneficiary would be entitled pursuant to
the terms of the Plan as of the date on which the Change in Control
occurred.
ARTICLE X
General Conditions
10.1 Anti-assignment Rule. No interest of any Employee, retired employee,
Spouse or Beneficiary under this Plan and no benefit payable hereunder
shall be assigned as security for a loan, and any such purported
assignment shall be null, void and of no effect, nor shall any such
interest or any such benefit be subject in any manner, either
voluntarily or involuntarily, to anticipation, sale, transfer,
assignment or encumbrance by or through an Employee, retired employee,
Spouse or Beneficiary. If any attempt is made to alienate, pledge or
charge any such interest or any such benefit for any debt, liabilities
in tort or contract, or otherwise, of any Employee, retired employee,
Spouse, or Beneficiary, contrary to the prohibitions of the preceding
sentence, then the Deferred Compensation Committee in its discretion may
suspend or forfeit the interests of such person and during the period of
such suspension, or in case of forfeiture, the Deferred Compensation
shall hold such interest for the benefit of, or shall make the benefit
payments to which such person would otherwise be entitled to the
designated Beneficiary or to some member of such Employee's, retired
employee's Spouse's or Beneficiary's family to be selected in the
discretion of the Deferred Compensation Committee. Similarly, in cases
of misconduct, incapacity or disability, the Deferred Compensation
Committee, in its sole discretion, may make payments to some member of
the family of any of the foregoing to be selected by it or to whomsoever
it may determine is best fitted to receive or administer such payments.
10.2 No Legal or Equitable Rights or Interest. No Employee and no other
person shall have any legal or equitable rights or interest in this Plan
that are not expressly granted in this Plan. Participation in this Plan
does not give any person any right to be retained in the service of his
employer. The right and power of the Company to dismiss or discharge
any Employee is expressly reserved.
10.3 Applicable Plan Provisions. The rights under this Plan or an Employee
who retires or leaves the service of the Company at any time, and the
rights of anyone entitled to receive any payments under the Plan by
reason of the death of such Employee, shall be governed by the
provisions of the Plan in effect on the date such Employee retires or
leaves the service of the Company, except as otherwise specially
provided in this Plan.
10.4 No Employment Contract. Nothing contained herein shall be construed to
constitute a contract of employment between an Employee and an Employer.
10.5 Headings. The headings of Sections are included solely for convenience
of reference, and if there is any conflict between such headings and the
text of this Plan, the text shall control.
10.6 Invalid or Unenforceable Provisions. If any provision of this Plan
shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof and the
Plan shall be construed and enforced as if such provisions, to the
extent invalid or unenforceable, had not been included.
10.7 Governing Law. The laws of the State of Michigan shall govern the
construction and administration of the Plan.
IN WITNESS WHEREOF, the Company has executed this Plan this 27th day of
October, 1998.
CHAMPION ENTERPRISES, INC.
By:
Its:
ATTEST:
<PAGE>
<PAGE>
CONSENT IN LIEU OF A SPECIAL MEETING OF THE
DEFERRED COMPENSATION COMMITTEE
WHEREAS, the undersigned, being all the members of the Deferred
Compensation Committee established pursuant to the Corporate Officer Stock
Purchase Plan (the "Committee"), desire that the action expressed in the
following resolutions be taken.
NOW, THEREFORE, the undersigned consent to the actions expressed in the
following resolutions as of the date set forth below:
WHEREAS, the Board of Directors of Champion Enterprises Inc., a Michigan
corporation (the "Corporation"), established the Corporation Officer Stock
Purchase Plan (the "Plan") effective as of July 1, 1998; and
WHEREAS, pursuant to the authority granted to it in Section 8.1 of the
Plan, the Deferred Compensation Committee now desires to amend the Plan to
provide that shares of the Corporation's Common Stock payable under Plan need
not be authorized exclusively by the Corporation's 1995 Stock Option and
Incentive Plan.
NOW, THEREFORE, IT IS RESOLVED, that Section 4.2 of the Plan be amended
and restated as follows:
"Payment of Benefits. Benefits are payable in shares of Champion
Enterprises Inc. Common Stock (except fractional shares to be paid in cash)
upon the earlier of termination of employment with the Employer, retirement,
death (see Section 6.2), or Disability (see Section 6.1), or a Change in
Control (see Sections 2.3 and 6.5)."
RESOLVED, FURTHER, that Section 5.2 of the Plan be amended and restated
as follows:
"Stock Purchase. A Participant's compensation deferrals will be
invested by the Company in shares of Champion Enterprises Inc. Common Stock.
At the discretion of the Deferred Compensation Committee, such Common Stock
may or may not be authorized by one of Champion Enterprises Inc.'s stock
option plans. Such stock purchases are eligible for a 30% discount such that
the purchase price of each share will equal 70% of the stock price as quoted
on the New York Stock Exchange on the purchase date."
This consent is executed as of January 1, 1999.
Chief Financial Officer: /s/ Joseph H. Stegmayer
Joseph H. Stegmayer
Chief Human Resources Officer: /s/ Hugh Beswick
Hugh Beswick
General Counsel: /s/ John J. Collins, Jr.
John J. Collins, Jr.
February 25, 1999
Champion Enterprises, Inc.
2701 University Drive, Suite 300
Auburn Hills, MI 48326
Ladies and Gentlemen:
We have served as counsel to Champion Enterprises, Inc. (the "Company")
in connection with the preparation of the Registration Statement (Form S-8) to
be filed by the Company on February 25, 1999, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, representing the
issuance in the manner described in the Registration Statement of 200,000
shares of the Company's Common Stock, par value $1.00 per share (the "Common
Stock"), pursuant to the Corporate Officer Stock Purchase Plan.
We have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below.
Based upon such examination and our participation in the preparation of
the Registration Statement, it is our opinion that (1) the Company is duly
incorporated and validly existing as a corporation in good standing under the
laws of Michigan, and (2) the Common Stock, when issued in the manner
described in the Registration Statement, will be validly issued, fully paid
and nonassessable.
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 this Registration
Statement on Form S-8 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 Registration Statement.
/S/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Bloomfield Hills, Michigan
February 22, 1999
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Corporate Officer Stock Purchase Plan of Champion
Enterprises, Inc., of our report dated May 17, 1996, with respect to the
consolidated financial statements of Redman Industries, Inc. for the year
ended March 29, 1996 included in Champion Enterprises, Inc.'s Annual Report
(Form 10-K) for the year ended January 3, 1998, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
/S/ ERNST & YOUNG LLP
Dallas, Texas
February 22, 1999
