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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950124-02-001928.txt : 20020523
<SEC-HEADER>0000950124-02-001928.hdr.sgml : 20020523
<ACCEPTANCE-DATETIME>20020523145921
ACCESSION NUMBER:		0000950124-02-001928
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020523
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020523

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHAMPION ENTERPRISES INC
		CENTRAL INDEX KEY:			0000814068
		STANDARD INDUSTRIAL CLASSIFICATION:	MOBILE HOMES [2451]
		IRS NUMBER:				382743168
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1225

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09751
		FILM NUMBER:		02660962

	BUSINESS ADDRESS:	
		STREET 1:		2701 CAMBRIDGE COURT
		STREET 2:		STE 300
		CITY:			AUBURN HILLS
		STATE:			MI
		ZIP:			48326
		BUSINESS PHONE:		2483409090

	MAIL ADDRESS:	
		STREET 1:		2701 UNIVERSITY DRIVE
		STREET 2:		STE 300
		CITY:			AUBURN HILLS
		STATE:			MI
		ZIP:			48326
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k69858e8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>
                       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): May 23, 2002



                           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)


Registrant's telephone number, including area code:  (248) 340-9090



<PAGE>


Item 5.  Other Events.

     On May 23, 2002 the Registrant issued a press release, which is attached as
Exhibit 99.



Item 7.  Exhibits.

Exhibit
Number.

99       Press release dated May 23, 2002.


<PAGE>


                                   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/Anthony S. Cleberg
                                   -----------------------------
                                   Anthony S. Cleberg
                                   Executive Vice President and
                                   Chief Financial Officer



May 23, 2002


<PAGE>


                                INDEX TO EXHIBITS



                                                            Sequential
Exhibit No.                 Description                      Page No.

   99           Press release dated May 23, 2002



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>k69858ex99.txt
<DESCRIPTION>PRESS RELEASE DATED MAY 23, 2002
<TEXT>
<PAGE>
                                                                     EXHIBIT 99


[CHAMPION ENTERPRISES, INC. LOGO]
NEWS


FOR IMMEDIATE RELEASE

INVESTOR AND MEDIA CONTACTS:

Anthony S. Cleberg                  Colleen T. Bauman
Chief Financial Officer             Investor Relations
(248) 340-9090                      (248) 340-7731

                           CHAMPION MANAGEMENT REPORT

AUBURN HILLS,  MICHIGAN,  MAY 23, 2002 - The following  Management Report from
Walter R. Young,  Chairman,  President and CEO of Champion Enterprises, Inc.
(NYSE: CHB), was posted to Champion's website and sent to interested parties
today.

         In response to questions by shareholders, analysts and other interested
parties, we are issuing this Management Report to help explain the financial
reporting of a finance company. Attached are hypothetical income statements,
balance sheet items and cash flow statements for three full years of operations
(12 months each) that reflect a finance company's accounting methodology based
on the given assumptions using the portfolio method. These models are not our
expected projections, but instead are presented only to show key variables and
the mechanics of how a finance company reports its results. The identified
assumptions are important in understanding the interrelationship of the
resulting numbers. Again, the results shown on these models are not meant to be
our estimated performance.

         Also, please keep in mind these balance sheet changes this year when
preparing your financial models for Champion:

         1.     The funding on April 22 of $150 million in Senior Notes due 2007
                with an 11.25% annual interest rate;
         2.     The repurchase in April and May of a total of $30 million in
                Senior Notes due 2009 with a 7.625% annual interest rate;
         3.     The repayment in May of $56 million in floor plan obligations
                with an average annual interest rate of 7%.  We now have about
                $10 million of this liability outstanding; and
         4.     From a liquidity standpoint, we had $83 million in cash as of
                the end of April adjusted for the May capital structure changes.

         We hope you find this information helpful. As always please feel free
to call us if additional information is needed.

                                                 Walt

                                   Page 1 of 4


<PAGE>



         Champion Enterprises, Inc., headquartered in Auburn Hills, Michigan, is
the industry's leading manufacturer and has produced nearly 1.6 million homes
since the company was founded. The company operates 47 homebuilding facilities
in 16 states and two western Canadian provinces and 214 retail locations in 27
states. Independent retailers, including 568 Champion Home Center locations, and
approximately 400 builders and developers also sell Champion-built homes. The
company also provides financing for retail purchasers of its homes. Further
information can be found at the company's website, www.championhomes.net.

         This Management Report contains certain statements, including projected
financial reporting methods and financial assumptions, which could be construed
to be forward looking statements within the meaning of the Securities and
Exchange Act of 1934. These statements reflect the company's views with respect
to future plans, events and financial performance. The company does not
undertake any obligation to update the information contained herein, which
speaks only as of the date of this Management Report. The company has identified
certain risk factors which could cause actual results and plans to differ
substantially from those included in the forward looking statements. These
factors are discussed in the company's most recently filed Form 10-K and other
SEC filings, and those discussions regarding risk factors are incorporated
herein by reference.





                                   Page 2 of 4

<PAGE>
FINANCE COMPANY-HYPOTHETICAL MODELS

<TABLE>
<CAPTION>

12 MONTH INCOME STATEMENTS                                Year 1            Year 2            Year 3
- --------------------------                                ------            ------            ------

<S>                                                    <C>               <C>               <C>
Financing revenues
  Interest income (1)                                        $20,000           $67,000          $119,000

Financial services expenses
  Loan loss provision                                          6,000            14,000            22,000
  Operating expenses                                           9,000            13,000            17,000
  Interest expense (2)                                        10,000            36,000            71,000
                                                       --------------    --------------    --------------
    Total expenses                                            25,000            63,000           110,000
                                                       --------------    --------------    --------------

Pretax income (loss)                                          (5,000)            4,000             9,000

Income tax (benefit)                                          (2,000)            2,000             4,000

                                                       --------------    --------------    --------------
Net income (loss)                                            ($3,000)           $2,000            $5,000
                                                       ==============    ==============    ==============


END OF YEAR BALANCE SHEET ITEMS

Loans receivable (1)                                        $342,000          $800,000        $1,229,000

Less:  Allowance for loan losses                              (4,000)          (11,000)          (18,000)

                                                       --------------    --------------    --------------
  Loans receivable, net                                     $338,000          $789,000        $1,211,000
                                                       ==============    ==============    ==============


Warehouse debt (3)                                          $143,000          $109,000           $96,000

Securitization debt (4)                                      164,000           637,000         1,061,000

                                                       --------------    --------------    --------------
  Total debt                                                $307,000          $746,000        $1,157,000
                                                       ==============    ==============    ==============

</TABLE>

ASSUMPTIONS:

The purpose of these hypothetical models is to communicate key reporting
elements of a finance company's operations.

(1) Loan originations of $350,000 Year 1, $500,000 Year 2 and $525,000 Year 3.

(2) 4% interest rate on warehouse debt and 7.5% on securitization debt.

(3) 83% of loans receivable to $150,000 maximum, paid off upon securitization.

(4) Initially 95% of loans securitized. Securitizations of $172,000 Year 1,
$515,000 Year 2 and $520,000 Year 3.


                                   Page 3 of 4


<PAGE>
FINANCE COMPANY-HYPOTHETICAL MODELS

<TABLE>
<CAPTION>

12 MONTH CASH FLOW STATEMENTS                               Year 1              Year 2             Year 3
- -----------------------------                               ------              ------             ------
<S>                                                     <C>                 <C>                <C>
Cash flow from operations:

Net income (loss)                                               ($3,000)            $2,000             $5,000

Loan loss provision                                               6,000             14,000             22,000

Cash losses                                                      (2,000)            (7,000)           (15,000)

                                                        ----------------    ---------------    ---------------
   Cash flow from operations                                      1,000              9,000             12,000
                                                        ----------------    ---------------    ---------------


Cash provided by (used for) investing activities:

Loan originations                                              (350,000)          (500,000)          (525,000)

Loan collections                                                  8,000             42,000             96,000

                                                        ----------------    ---------------    ---------------
  Cash flow from investing activities                          (342,000)          (458,000)          (429,000)
                                                        ----------------    ---------------    ---------------


Cash provided by (used for) financing activities:

Warehouse debt, net                                             143,000            (34,000)           (13,000)

Securitization debt, net                                        164,000            473,000            424,000

                                                        ----------------    ---------------    ---------------
  Cash flow from financing activities                           307,000            439,000            411,000
                                                        ----------------    ---------------    ---------------



                                                        ----------------    ---------------    ---------------
Net cash flows from finance company                            ($34,000)          ($10,000)           ($6,000)
                                                        ================    ===============    ===============

</TABLE>



                                   Page 4 of 4

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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