Filed pursuant to Rule 424(b)(3)
File # 333-64982
FIFTH PROSPECTUS SUPPLEMENT DATED JANUARY 2, 2003
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, 2003.
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, 2003 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 155,823 562,875 0
ICA Group, Inc. N/A 192,300 663,869 0
Investment Corp. of N/A 74,215 261,503 0
America
Ed Lasater President 60,256 187,127 *
Roger Lasater Senior Vice President Sales & Marketing
for Champion Enterprises, Inc.
Formerly, President, Whitworth
Management, Inc. 58,568 120,873 *
Jeff Bushman Formerly, Regional Vice President 40,914 147,006 *
Gary Chipman Regional Vice President 28,755 103,174 *
Jim Kirk Formerly, Regional Vice President of
Homes America of Arizona, Inc. 34,080 101,812 *
Harvey Andrews Formerly, General Manager 21,192 75,926 *
Brad Bushman Formerly, General Manager Wholesale
Division 16,707 62,664 *
Sandy Tucker General Manager 4,474 15,665 *
Mike McGinnis Director of Training
Formerly, General Manager 25,847 45,943 *
Ben Spector Formerly, General Manager 12,760 28,891 *
Gay Cleary General Manager 6,279 2,519 *
Andy Lasater Executive Vice President 8,338 24,968 *
Ron Borders Salesman
Formerly, General Manager 2,271 7,734 *
Eddie Harrison Regional Vice President
Formerly, General Manager 5,674 12,824 *
* Less than 1%
(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, 2003 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
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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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