SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 9, 1996
Champion Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of incorporation)
1-9751 38-2743168
(Commission File Number) (IRS Employer Identification No.)
2701 University Drive, Suite 320, Auburn Hills, Michigan 48326
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (810) 340-9090
Item 5. Other Events.
On January 9, 1996, the Board of Directors of CHAMPION
ENTERPRISES, INC. (the "Company") declared a dividend
distribution of one Right for each outstanding share of Common
Stock, $1.00 par value (the "Common Stock"), of the Company.
The distribution is payable on February 5, 1996 to the Company's
shareholders of record on February 5, 1996. Each Right entitles
the registered holder to purchase from the Company one
one-hundredth of a share of Series A Preferred Stock, no par
value (the "Preferred Stock"), at a price of $140 per one
one-hundredth of a share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the
Company and Harris Trust and Savings Bank, as Rights Agent (the
"Rights Agent").
Until the earlier to occur of (i) ten business days
following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person")
acquired, or obtained the right to acquire, beneficial ownership
of 20% or more of the outstanding shares of the Common Stock or
(ii) ten business days following the commencement or
announcement of an intention to commence a tender offer or
exchange offer by any person if, upon consummation thereof, such
person would be an Acquiring Person (the earlier of such dates
being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Stock certificates
outstanding as of February 5, 1996, by such Common Stock
certificate. The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only
with the Common Stock. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock
certificates issued after February 5, 1996 upon transfer or new
issuance of the Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any of the Common Stock
certificates outstanding as of February 5, 1996 will also
constitute the transfer of the Rights associated with the Common
Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of
business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on February 5, 2006, unless earlier
redeemed by the Company as described below.
The Purchase Price payable, and the number of shares of the
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of the
Preferred Stock; (ii) upon the grant to holders of the Preferred
Stock of certain rights or warrants to subscribe for shares of
the Preferred Stock or convertible securities at less than the
current market price of the Preferred Stock; or (iii) upon the
distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular periodic cash
dividends out of earnings or retained earnings at a rate not in
excess of 125% of the rate of the last cash dividend theretofore
paid or a dividend paid in the Preferred Stock) or of
subscription rights or warrants (other than those referred to
above).
In the event (i) that the Company were acquired in a merger
or other business combination transaction in connection with
which all or a part of the Common Stock shall be changed into or
exchanged for stock or other securities of any other Person or
cash or any other property; or (ii) that 50% or more of the
Company's assets or earning power were sold, then proper
provision shall be made so that each holder of a Right, other
than Rights that were or are beneficially owned by the Acquiring
Person (which will thereafter be void), shall thereafter have
the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of
common stock of the Acquiring Person which at the time of such
transaction would have a market value of two times the exercise
price of the Right. In the event that (i) the Company were the
surviving corporation in a merger and its Common Stock were not
changed or exchanged; or (ii) an Acquiring Person engages in one
of a number of self-dealing transactions specified in the Rights
Agreement; or (iii) in certain circumstances, an Acquiring
Person becomes the beneficial owner of 20% or more of the
outstanding shares of Common Stock, then proper provision shall
be made so that each holder of a Right, other than Rights that
were or are beneficially owned by the Acquiring Person (which
will thereafter be void), shall thereafter have the right to
receive upon exercise that number of shares of the Common Stock
(or, in certain circumstances, a combination of cash, other
property, Preferred Stock, Common Stock and/or other securities)
having a market value of two times the exercise price of the
Right. Each of the events described in this paragraph
constitutes a "Triggering Event" under the Rights Agreement.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. Prior to a
Triggering Event, fractional shares of the Preferred Stock will
not be issued (other than fractions which are integral multiples
of one one-hundredths of a share of Preferred Stock) and, in
lieu thereof, an adjustment in cash will be made equal to the
same fraction of the current market value of one one-hundredth
of a share of Preferred Stock. Following the occurrence of a
Triggering Event, the Company shall not be required to issue
fractions of shares of Common Stock and, in lieu thereof, an
adjustment in cash will be made equal to the same fraction of
the current market value of one share of Common Stock.
At any time prior to 5:00 P.M., Detroit time, on the tenth
business day following the public announcement that a person or
group of affiliated or associated persons has acquired
beneficial ownership of 20% or more of the outstanding shares of
the Common Stock of the Company (the "Shares Acquisition Date"),
the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"); provided that if such redemption occurs on
or after the Shares Acquisition Date the Board shall be entitled
to so redeem the Rights only if such redemption is approved by a
majority of the Continuing Directors (as defined in the Rights
Agreement) and the Continuing Directors constitute a majority of
the Board of Directors. Thereafter, the Company's right of
redemption may be reinstated, prior to a Triggering Event, (i)
if an Acquiring Person reduces his beneficial ownership to 10%
or less of the outstanding shares of Common Stock in a
transaction or series of transactions not involving the Company;
and (ii) there are no other Persons, immediately following the
event described in clause (i), who are Acquiring Persons.
Additionally, the Continuing Directors may at any time prior to
the occurrence of a Triggering Event, redeem the then
outstanding Rights in whole, but not in part, at the Redemption
Price; provided that such redemption is in connection with the
consummation of a merger or other business combination involving
the Company but not involving an Acquiring Person or its
Affiliates or Associates which is determined to be in the best
interests of the Company and all its shareholders by a majority
of the Continuing Directors or by the holders of 80% of the
outstanding Common Stock not owned by the Acquiring Person or
its Affiliates or Associates. Immediately upon the action of
the Board of Directors of the Company electing to redeem the
Rights, the Company shall make announcement thereof, and upon
such election, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive
the Redemption Price.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends.
The provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity or correct any
defect or inconsistency and by the Continuing Directors, prior
to the Distribution Date, to make changes deemed to be in the
best interests of the holders of the Rights or, after the
Distribution Date, to make such other changes which do not
adversely affect the interests of the holders of the Rights
(excluding the interests of any Acquiring Person and its
Affiliates and Associates), or to shorten or lengthen any time
period under the Rights Agreement, except that no amendment to
adjust the time periods governing redemption shall be made at
such time as the Rights are not redeemable.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as Exhibit 2 to a
Registration Statement on Form 8-A, dated January 11, 1996.
This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
CHAMPION ENTERPRISES, INC.
/S/ A. JACQUELINE DOUT
A. Jacqueline Dout, Executive Vice
President and Chief Financial Officer
January 12, 1996
3508DRM