1
Filed pursuant to Rule 424(b)(3)
File # 333-64982
FIRST PROSPECTUS SUPPLEMENT DATED OCTOBER 1, 2001
TO
PROSPECTUS DATED JULY 19, 2001
2,425,373 SHARES
CHAMPION ENTERPRISES, INC.
COMMON STOCK
($1.00 PAR VALUE)
This prospectus supplement supplements the prospectus dated July 19,
2001 of Champion Enterprises, Inc. ("Champion") relating to 2,425,373 shares of
common stock, $1.00 par value per share, of Champion issuable upon conversion of
Convertible Promissory Notes held by the selling shareholders. This prospectus
supplement should be read in conjunction with the prospectus and is qualified by
reference to the prospectus, except to the extent that the information presented
in this prospectus supplement supercedes the information contained in the
prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is October 1, 2001.
2
The section of the Prospectus under the heading "Selling Shareholders"
is amended to read in its entirety as follows:
Certain information concerning the selling shareholders is provided
below. The following table was restated in a supplement to this Prospectus dated
October 1, 2001 and reflects selling shareholder information as of that date.
Shares of Common Stock
-----------------------------
Beneficially Percent of
Present Positions, Offices or owned as of Offered class owned
Relationships with the Company and its date of this by this after
Name Affiliates During the Past 3 Years Prospectus Prospectus Offering
---- ---------------------------------- ------------ ---------- -----------
(1) (2) (3) (4)
John Bushman Consultant 51,137 562,875 0
ICA Group, Inc. N/A 60,312 663,869 0
Investment Corp. of N/A 23,757 261,503 0
America
Ed Lasater President 25,334 187,127 *
Roger Lasater President, Whitworth Management, Inc. 11,731 120,873 *
Jeff Bushman Regional Vice President 13,480 147,006 *
Gary Chipman Regional Vice President 9,498 103,174 *
Jim Kirk Regional Vice President of Homes America 9,374 101,812 *
of Arizona, Inc.
Harvey Andrews General Manager 7,022 75,926 *
Brad Bushman General Manager Wholesale Division 5,818 62,664 *
Sandy Tucker General Manager 1,548 15,665 *
Mike McGinnis General Manager 4,298 45,943 *
Ben Spector General Manager 2,749 28,891 *
Gay Cleary General Manager 5,453 2,519 *
Andy Lasater Executive Vice President 2,768 24,968 *
Ron Borders General Manager 827 7,734 *
Eddie Harrison General Manager 1,290 12,824 *
* Less than 1%
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(1) Unless otherwise indicated, the office or position listed is with A-1
Homes Group, Inc., a wholly-owned subsidiary of Champion Enterprises, Inc.
(2) Consists of shares of the Company's common stock beneficially owned by
the selling shareholder excluding any shares to be received by the
selling shareholder upon conversion into common stock of any payments
due to the selling shareholder after October 1, 2001 under the
Convertible Promissory Notes.
(3) Assumes conversion into common stock of all of the payments due to the
selling shareholder under the Convertible Notes at a conversion price
of $10.72 per share, based upon the average of the high and low
reported sales price of the Company's common stock for July 10, 2001.
This conversion price and, therefore, the number of shares of common
stock issuable upon conversion of the payments under the Convertible
Promissory Notes are subject to adjustment.
(4) Assumes sale of all common stock issuable upon conversion of the payments
due to the selling shareholder under the Convertible Promissory Notes.
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