Filed pursuant to Rule 424(b)(3)
File # 333-64982
SECOND PROSPECTUS SUPPLEMENT DATED JANUARY 2, 2002
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 January 2, 2002.
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
January 2, 2002 and reflects selling shareholder information as of that date.
Shares of Common Stock
-----------------------------
Percent of
Beneficially class
Present Positions, Offices or owned as of Offered owned
Name Relationships with the Company and its date of this by this after
---- Affiliates During the Past 3 Years Prospectus Prospectus Offering
---------------------------------- ---------- ---------- --------
(1) (2) (3) (4)
John Bushman Consultant 36,361 562,875 0
ICA Group, Inc. N/A 42,885 663,869 0
Investment Corp. of N/A 16,894 261,503 0
America
Ed Lasater President 20,421 187,127 *
Roger Lasater President, Whitworth Management, Inc. 8,559 120,873 *
Jeff Bushman Regional Vice President 9,621 147,006 *
Gary Chipman Regional Vice President 6,792 103,174 *
Jim Kirk Regional Vice President of Homes America 6,705 101,812 *
of Arizona, Inc.
Harvey Andrews General Manager 5,031 75,926 *
Brad Bushman General Manager Wholesale Division 4,175 62,664 *
Sandy Tucker General Manager 1,139 15,665 *
Mike McGinnis General Manager 7,265 45,943 *
Ben Spector General Manager 4,615 28,891 *
Gay Cleary General Manager 5,390 2,519 *
Andy Lasater Executive Vice President 3,021 24,968 *
Ron Borders General Manager 626 7,734 *
Eddie Harrison General Manager 1,186 12,824 *
* Less than 1%
2
(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 January 2, 2002 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.
3