UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 8, 2006
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 Cambridge Court, Suite 300, Auburn Hills, Michigan
|
|
48326 |
| |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
(248) 340-9090
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On September 8, 2006, Champion Retail, Inc. (“Champion Retail”), an indirect wholly-owned
subsidiary of Champion Enterprises, Inc. (the “Company”), entered into a Stock Purchase Agreement
(the “Stock Purchase Agreement”) with Bayshore Advantage LLC (“Bayshore”), an affiliate of Encore
Partners, LLC, a private investment group. Pursuant to the terms and subject to the conditions set
forth in the Stock Purchase Agreement, Champion Retail will sell to Bayshore (the “Transaction”)
all of the outstanding equity interest of San Jose Advantage Homes, Inc. (“Advantage Homes”) which
is engaged in retail home sales in the state of California. The aggregate purchase price for
Advantage Homes will consist of approximately $44 million in cash, subject to a working capital
adjustment, and a subordinated 5-year interest bearing note of approximately $8 million.
Champion Retail and Bayshore have each made customary representations, warranties and covenants in
the Stock Purchase Agreement. Champion Retail and Bayshore each agreed to indemnify the other for
certain losses arising out of breaches or representations and warranties, covenants and other
specified matters. Consummation of the Transaction is subject to customary conditions, including,
among others that the Company and Advantage Homes enter into a five-year supply agreement pursuant
to which the Company’s manufacturing operations in California and Arizona will continue to be the
primary supplier of factory-built homes to Advantage Homes.