Filed pursuant to Rule 424(b)(3)
File # 333-104055
SECOND PROSPECTUS SUPPLEMENT DATED OCTOBER 1, 2003
TO
PROSPECTUS DATED MAY 21, 2003
5,000,000 SHARES
CHAMPION ENTERPRISES, INC.
COMMON STOCK
($1.00 PAR VALUE)
This prospectus supplement supplements the prospectus dated May 21,
2003 of Champion Enterprises, Inc. ("Champion") relating to 5,000,000 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, 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
October 1, 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
---- ---------------------------------- ---------- ---------- --------
(4) (5) (6)
John Bushman (1) Consultant 68,686 1,160,388 0
ICA Group, Inc. (2) N/A 79,831 1,368,590 0
Investment Corp. of N/A 31,446 539,099 0
America (2)
Ed Lasater (3) President 55,004 385,770 *
Roger Lasater (3) Senior Vice President Sales & Marketing 44,285 249,185 *
for Champion Enterprises, Inc.
Formerly, EVP A-1 Homes Group LP,
President, Western Region Retail of
Champion Enterprises, Inc., President of
Genesis Homes
Jeff Bushman (1) Formerly, Regional Vice President 17,677 303,058 *
Gary Chipman Regional Vice President 14,781 212,698 *
Jim Kirk Formerly, Regional Vice President of 32,243 209,890 *
Homes America of Arizona, Inc.
Harvey Andrews Formerly, General Manager 9,130 156,525 *
Brad Bushman (1) Formerly, General Manager Wholesale 7,535 129,185 *
Division
Sandy Tucker General Manager 3,258 32,293 *
Mike McGinnis Director of Training 7,279 94,713 *
Formerly, General Manager
Ben Spector Formerly, General Manager 3,474 59,560 *
Gay Clary General Manager 7,677 5,193 *
Andy Lasater (3) Executive Vice President 6,002 51,473 *
Ron Borders Formerly, Salesman, General Manager 929 15,943 *
Eddie Harrison Regional Vice President 5,011 26,437 *
Formerly, General Manager
* Less than 1%
(1) John Bushman is the father of Jeff Bushman and Brad Bushman. Each of
these three disclaims beneficial ownership of the shares held by the
other two.
2
(2) ICA Group, Inc. and Investment Corp. of America are both privately
owned corporations. John Bushman, through the C&J Revocable Trust owns
84% of the common stock of each corporation and Ed Lasater owns the
remaining 16%.
(3) Ed Lasater, Roger Lasater and Andy Lasater are all brothers. Each of
these three disclaims beneficial ownership of the shares held by the
other two.
(4) Unless otherwise indicated, the office or position listed is with A-1
Homes Group, LP, a subsidiary of Champion Enterprises, Inc.
(5) 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 under the Convertible Promissory Notes.
(6) Assumes sale of all common stock issuable upon conversion of the
payments due to the selling shareholder under the Convertible
Promissory Notes.
3