e424b3
 

Filed pursuant to Rule 424(b)(3)

File # 333-104055

FIFTH PROSPECTUS SUPPLEMENT DATED JULY 6, 2004

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 July 6, 2004.

 

 

     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 July 6, 2004 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   50,750     1,160,388     *
ICA Group, Inc. (2)
   N/A   58,677     1,368,590     *
Investment Corp. of
   N/A   23,113     539,099     *
America (2)
                    
Ed Lasater (3)
   President   57,375     385,770     *
Roger Lasater (3)
   Formerly, Senior Vice President Sales & Marketing   13,183     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   12,993     303,058     *
Gary Chipman
   Regional Vice President   11,619     212,698     *
Jim Kirk
   Formerly, Regional Vice President of   27,032     209,890     *
 
   Homes America of Arizona, Inc.                
Harvey Andrews
   Formerly, General Manager   6,710     156,525     *
Brad Bushman (1)
   Formerly, General Manager Wholesale   5,538     129,185     *
 
   Division                
Sandy Tucker
   General Manager   2,884     32,293     *
Mike McGinnis
   Director of Training   6,154     94,713     *
 
   Formerly, General Manager                
Ben Spector
   Formerly, General Manager   2,553     59,560     *
Gay Clary
   Formerly, General Manager   222     5,193     *
Andy Lasater (3)
   Executive Vice President   5,706     51,473     *
Ron Borders
   Formerly, Salesman, General Manager   683     15,943     *
Eddie Harrison
   Regional Vice President   4,728     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.

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(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.

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