<PAGE>   1

As filed with the Securities and Exchange Commission on December 28, 2000

                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           CHAMPION ENTERPRISES, INC.
             (Exact name of Registrant as Specified in Its Charter)



                Michigan                                         38-2743168
   (State or Other Jurisdiction of                            (I.R.S. Employer
    Incorporation or Organization)                           Identification No.)



          2701 Cambridge Court, Suite 300, Auburn Hills, Michigan 48326
   (Address of Principal Executive Offices)                     (Zip Code)

          Twenty-Three Individual Non-Qualified Stock Option Agreements
                            (Full Title of the Plan)

                           John J. Collins, Jr., Esq.
              Senior Vice President, General Counsel and Secretary
                           Champion Enterprises, Inc.
                         2701 Cambridge Court, Suite 300
                          Auburn Hills, Michigan 48326
                     (Name and Address of Agent for Service)

   Telephone Number, Including Area Code, of Agent for Service: (248) 340-9090

                                    Copy to:
                               D. Richard McDonald
                               Dykema Gossett PLLC
                        39577 Woodward Avenue, Suite 300
                        Bloomfield Hills, Michigan 48304

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
                                                  Proposed Maximum       Proposed Maximum
  Title of Securities        Amount To Be        Offering Price Per     Aggregate Offering          Amount of
    to be Registered           Registered              Share*                 Price*             Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                    <C>                      <C>
     Common Stock,              296,716                 $2.53               $750,691.48                $187.67
    $1.00 par value
--------------------------------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for purposes of computing the Registration Fee, at $2.53 per
share, the average price for shares of the Common Stock on December 21, 2000, as
reported on the New York Stock Exchange, pursuant to Rule 457(h).



<PAGE>   2
                                   PROSPECTUS

                           Champion Enterprises, Inc.
                                   Suite 300
                              2701 Cambridge Court
                          Auburn Hills, Michigan 48326
                                 (248)340-9090
                                 -------------

                             Shares of Common Stock
                                  $1 par value
                                 --------------

         The 296,716 shares of Common Stock of Champion Enterprises, Inc. (the
"Company" or "CEI") offered by this Prospectus are outstanding shares of Common
Stock or shares of Common Stock which may be issued upon the exercise of
outstanding stock options, which may be sold from time to time in the market or
in other transactions by certain selling shareholders of the Company. See "Plan
of Distribution" and "Selling Shareholders." The Company will not receive any of
the proceeds from these sales. The Common Stock is traded on the New York Stock
Exchange. On December 26, 2000, the closing sale price for the Common Stock as
traded on the New York Stock Exchange was $2.69, as reported in The Wall Street
Journal.

                                 --------------

                       This offering is not underwritten.

                                 --------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offer made hereby, and, if given or made, such information
or representation must not be relied upon. The delivery of this Prospectus at
any time does not imply that the information herein is correct as of any time
subsequent to the date hereof.

                The date of this Prospectus is December 28, 2000.


<PAGE>   3
                                    CONTENTS

Additional Information
Incorporation by Reference
Forward Looking Statements
Plan of Distribution
Selling Shareholders
Legal Matters
Experts
Information Required in Registration Statement
Signatures
Power of Attorney


<PAGE>   4
                             ADDITIONAL INFORMATION

         This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Securities and Exchange Commission, under the Securities
Act of 1933, as amended. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and related exhibits for further information with respect
to the Company and the securities offered hereby. Any statements contained
herein concerning the provisions of any documents are not necessarily complete,
and in such instance reference is made to the copy of such documents filed as an
exhibit to the Registration Statement or otherwise filed with the Securities and
Exchange Commission. Each such statement is qualified in its entirety by such
reference. This Registration Statement may be inspected by anyone at the office
of the Commission without charge, and copies of all or any part of it may be
obtained upon payment of the Commission's charge for copying.

         Champion Enterprises, Inc. is subject to the information requirements
of the Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission. Such reports, proxy statements and other information may be
inspected and copied at the office of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, or at its Regional Offices located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661-2511; and 7 World Trade Center, 13th Floor, New York, New York 10007; and
copies of such material can be obtained from the Public Reference Section of the
Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a website that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of that website is www.sec.gov.

         The Company's Common Stock is traded on the New York Stock Exchange.
Reports, proxy statements and other information concerning the Company may be
inspected at the offices of the Exchange at 20 Broad Street, New York, New York
10005.

                           INCORPORATION BY REFERENCE

         The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Prospectus:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended January 1, 2000.

         (b)      The Company's Quarterly Reports on Form 10-Q for the quarters
                  ended April 1, 2000, July 1, 2000 and September 30, 2000.

         (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934 since the end of the
                  fiscal year covered by the Annual Report on Form 10-K referred
                  to in Paragraph (a) above.

         (d)      The description of the Common Stock of the Company contained
                  in the Registration Statement on Form 8-A, No. 1-9751 filed
                  under the Securities Exchange Act of 1934.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Prospectus and prior to the termination
of the offering of the securities covered by this Prospectus shall be deemed to
be incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document. The Company will provide, without charge,
to each person to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents). Requests should be
directed to John J. Collins, Jr., Senior Vice President, General Counsel and
Secretary, Champion Enterprises, Inc., 2701 Cambridge Court, Suite 300, Auburn
Hills, Michigan 48326, (248) 340-9090.




<PAGE>   5
                           FORWARD LOOKING STATEMENTS

         The Company may from time to time make written or oral forward looking
statements, including statements contained in the Company's filings with the
Commission and its reports to shareholders. This Prospectus contains and
incorporates by reference certain statements that could be considered forward
looking. Such statements are or will be based on the Company's estimates,
assumptions and projections, and are subject to risks and uncertainties,
including those specifically listed below and those contained in the Company's
reports previously filed with the SEC, that could cause actual results to differ
materially from those included in the forward looking statements. Long term
growth in the manufactured housing industry may be affected by: (1) the relative
cost of manufactured housing versus other forms of housing; (2) general economic
trends, including inflation and unemployment rates, consumer confidence, job
growth and interest rates; (3) changes in demographics, including new household
formations and the number of Americans on fixed income; (4) the availability and
cost of financing for manufactured homes; (5) changes in government regulations
and policies, including HUD regulations, local building codes and zoning
regulations; and(6) changes in regional markets and the U.S. economy as a whole.
Short-term sales could be affected by inclement weather and inventory levels of
manufactured housing retailers. Fluctuations in interest rates may affect the
demand for manufactured housing to the extent that those changes reduce job
growth, slow the U.S. economy, or cause a loss in consumer confidence. The
profitability of the registrant may also be affected by: (1) its ability to
efficiently expand operations and utilize production capacity; (2) its ability
to pass increased raw material costs, particularly lumber, insulation and
drywall costs, onto its customers; (3) market share position; (4) growth in the
manufactured housing industry as a whole; (5) the results of its acquisitions;
and (6)strength of retail distribution. Reference is hereby made to "Risk
Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended
January 1, 2000 previously incorporated herein by reference.

                              PLAN OF DISTRIBUTION

         The 296,716 shares of Common Stock being offered by this Prospectus are
being offered by certain shareholders of the Company listed under "Selling
Shareholders" (the "Selling Shareholders"). These shares have been or will be
issued to the Selling Shareholders pursuant to certain Nonqualified Stock Option
Agreements that were executed as an inducement to employment or continued
employment with the Company. The option agreements were entered into separately
and not as part of a related series of transactions.

         The shares offered by the Selling Shareholders may be sold from time to
time on the New York Stock Exchange or in the over-the-counter market or shares
may be offered in independent transactions, in negotiated transactions or
otherwise. In addition, the shares may be sold in transactions pursuant to Rule
144 under the Securities Act of 1933, in which case any shares sold pursuant to
Rule 144 may be deemed to be restricted securities. The Selling Shareholders may
also sell some or all of the shares in transactions involving broker-dealers who
may acquire shares as principal. Sales will be in the quantities, at the time,
and through registered broker-dealers to be determined from time to time by each
Selling Shareholder. No arrangements for any broker-dealer to act on behalf of
the Selling Shareholders have yet been made. It is anticipated that any selling
broker-dealers engaged by the Selling Shareholders will receive only their
customary brokerage commissions. Participating broker-dealers may be deemed
underwriters of the shares within the meaning of the Securities Act of 1933, in
which event all such compensation to be received by them may be deemed
underwriting compensation.

         Sales of the shares offered by the Selling Shareholders will be made at
prices per share approximating market prices prevailing at the time of the
sales. The Company will not receive any of the proceeds of the sales. Any
brokerage commissions due to any broker engaged by any Selling Shareholder, and
any expenses incurred by any Selling Shareholder in connection with the offering
made hereby, will be borne by the Selling Shareholder. The Company is bearing
the legal and accounting expense incurred in the preparation and filing of the
Registration Statement of which this Prospectus is a part and the filing fee
thereunder.

                              SELLING SHAREHOLDERS

         Certain information is provided below with respect to each of the
Selling Shareholders. The information includes the name and address of each
Selling Shareholder, present positions, offices and material relationships with
the Company and its subsidiaries during the past three years, the number of
shares of common stock of the Company


<PAGE>   6

beneficially owned, the number of shares offered by this Prospectus and the
percentage of the Class of Common Stock to be owned by the Selling Shareholders
after the offering. The following table does not include non-affiliates, each of
whom may sell up to 1,000 shares.
<TABLE>
<CAPTION>
                                                            Shares of CEI Common Stock
                                                            --------------------------

                            Present Positions, Offices
                            or Relationships with CEI       Owned as of           Offered          Percent
                            and its Affiliates              date of this          by this          of Class
Name and Address**          During the Past 3 Years         Prospectus            Prospectus       after Offering
------------------          -----------------------         ----------            ----------       --------------
<S>                         <C>                             <C>                   <C>              <C>
R. Hevelhorst               Vice President and                      9,420             4,000                  *
                            Controller; formerly
                            Controller

C. Richter                  President, Midwest Retail               1,933             8,000                  *
                            Region and President, Trading
                            Post

J. Richter                  Assistant Secretary, Trading            1,333             8,000                  *
                            Post

M. Richter                  Executive Officer, Trading              1,333             8,000                  *
                            Post

S. Richter                  Treasurer, Trading Post                 1,333             8,000                  *

D. Amann                    Vice President, Assistant               3,600            21,600                  *
                            Secretary and Chief Financial
                            Officer of Homes of Merit
                            ("HOM")

K. Clancy                   Vice President and Sales                1,600             9,600                  *
                            Manager of HOM

J. Cook                     Plant Manager for HOM                     800             4,800                  *

J. Ferrell                  Controller for HOM                      1,600             9,600                  *

R. Kaiser                   Director of Marketing - HOM               800             4,800                  *

W. Masters                  Director of Engineering - HOM           3,600            21,600                  *

M. Taylor                   Director of Human Resources -           2,411 (1)         9,600                  *
                            HOM

G. Towns                    Vice President and General              3,600            21,600                  *
                            Manager - Lake City- HOM

C. Weeder                   President - HOM                         6,800            40,800                  *

D. Weeder                   Former Director of Purchasing           1,600             1,600                  *
                            - HOM

M. Weeder                   Vice President of Production            1,600             9,600                  *
                            - Bartow - HOM
</TABLE>

<PAGE>   7

<TABLE>
<S>                         <C>                                   <C>                <C>                     <C>
J. Casterline               Former President Champion -             5,000              5,000                 *
                            Phoenix Development Corp.

M. Cole                     President, Retail Operations;         178,785 (2)        100,000                 *
                            Formerly President, Southern
                            Showcase Housing, Inc.
</TABLE>
* Less than 1%
** Address is 2701 Cambridge Court, Suite 300, Auburn Hills, MI 48326
(1) Includes 811 shares held by 401(k) Plan.
(2) Includes 19,095 shares held under the Corporate Officer Stock Purchase Plan.


                                  LEGAL MATTERS

         The validity of the Common Stock offered hereby will be passed upon for
the Company by Dykema Gossett, PLLC of Bloomfield Hills, Michigan.

                                     EXPERTS

         The financial statements incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K for the year ended January 1, 2000,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Champion Enterprises, Inc. ("the
Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended January 1, 2000.

         (b)      The Company's Quarterly Reports on Form 10-Q for the quarters
                  ended April 1, 2000, July 1, 2000 and September 30, 2000.

         (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934 since the end of the
                  fiscal year covered by the Annual Report on Form 10-K referred
                  to in Paragraph (a) above.

         (d)      The description of the Common Stock of the Company contained
                  in the Registration Statement on Form 8-A, No. 1-9751 filed
                  under the Securities Exchange Act of 1934.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Registration Statement and prior to the
termination of the offering of the Common Stock covered by this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the respective date of filing of each such document.

Item 4.  Description of Securities.

         The description of securities being offered is set forth in Item 3(d).


<PAGE>   8

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable

Item 6.  Indemnification of Directors and Officers.

         Michigan Business Corporation Act

         The Company is organized under the Michigan Business Corporation Act
(the "Michigan Act") which, in general, empowers Michigan corporations to
indemnify a person who was or is a party or is threatened to be made a party to
a threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, other
than an action by or in the right of the corporation, by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another enterprise, against expenses,
including attorney's fees, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred in connection therewith if the
person acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders and, with
respect to a criminal action or proceeding, if the person had no reasonable
cause to believe his or her conduct was unlawful.

         The Michigan Act also empowers Michigan corporations to provide similar
indemnity to such a person for expenses, including attorney's fees, and amounts
paid in settlement actually and reasonably incurred by the person in connection
with actions or suits by or in the right of the corporation if the person acted
in good faith and in a manner the person reasonably believed to be in or not
opposed to the interests of the corporation or its shareholders, except in
respect of any claim, issue or matter in which the person has been found liable
to the corporation, unless the court determines that the person is fairly and
reasonably entitled to indemnification in view of all relevant circumstances, in
which case indemnification is limited to reasonable expenses incurred.

         The Michigan Act also permits a Michigan corporation to purchase and
maintain on behalf of such a person insurance against liabilities incurred in
such capacities. The Company has obtained a policy of directors' and officers'
liability insurance.

         Bylaws of the Registrant

         The Company's Bylaws generally require the Registrant to indemnify
officers and directors to the fullest extent legally possible under the Michigan
Act and provide that similar indemnification may be afforded employees and
agents.

Item 7.  Exemption from Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

         The following exhibits are filed with this Registration Statement:

         4.1      Form of Non-Qualified Stock Option Agreement.

         4.2      Form of Non-Qualified Stock Option Agreement.

         4.3.     Form of Non-Qualified Stock Option Agreement.

         4.4.     Form of Non-Qualified Stock Option Agreement.

         4.5      Form of Non-Qualified Stock Option Agreement.



<PAGE>   9
         5        Opinion of Dykema Gossett PLLC with respect to the legality of
                  the Common Stock to be registered hereunder.

         23.1     Consent of PricewaterhouseCoopers LLP

         23.2     Consent of Dykema Gossett PLLC (contained in Exhibit 5)

         24       Power of Attorney (see "Signatures")

Item 9.  Undertakings.

         (1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this registration statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if this registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.

         (2) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3) The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

         (4) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) or the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


<PAGE>   10
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Auburn Hills, State of Michigan on December 28, 2000.

                                    CHAMPION ENTERPRISES, INC.



                                    By:    /s/ WALTER R. YOUNG
                                       -----------------------------------------
                                           Walter R. Young
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         Each of the undersigned whose signature appears below hereby
constitutes and appoints Walter R. Young and John J. Collins, Jr. and each of
them acting alone, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, under the Securities Act of 1933.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 28, 2000.


<TABLE>
<CAPTION>

                                                       Title

<S>                                                    <C>
/s/ WALTER R. YOUNG                                    Chairman of the Board of Directors, President and Chief
--------------------------------------------------
Walter R. Young                                        Executive Officer (Principal Executive Officer)

/s/ ANTHONY S. CLEBERG                                 Executive Vice President and Chief Financial Officer
--------------------------------------------------
Anthony S. Cleberg                                     (Principal Financial Officer)

/s/ RICHARD HEVELHORST                                 Vice President and Controller
--------------------------------------------------
Richard Hevelhorst                                     (Principal Accounting Officer)


/s/ ROBERT W. ANESTIS                                  Director
--------------------------------------------------
Robert W. Anestis


/s/ SELWYN ISAKOW                                      Director
--------------------------------------------------
Selwyn Isakow


/s/ ELLEN R. LEVINE                                    Director
--------------------------------------------------
Ellen R. Levine
</TABLE>

<PAGE>   11

/s/ BRIAN D. JELLISON                                  Director
--------------------------------------------------
Brian D. Jellison


/s/ GEORGE R. MRKONIC                                  Director
--------------------------------------------------
George R. Mrkonic


/s/ CARL L. VALDISERRI                                 Director
--------------------------------------------------
Carl L. Valdiserri

<PAGE>   12


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
     Exhibit
     Number                                               Description
<S>                 <C>
       4.1          Form of Non-Qualified Stock Option Agreement

       4.2          Form of Non-Qualified Stock Option Agreement

       4.3          Form of Non-Qualified Stock Option Agreement

       4.4          Form of Non-Qualified Stock Option Agreement

       4.5          Form of Non-Qualified Stock Option Agreement

        5           Opinion of Dykema Gossett PLLC with respect to the legality of the Common Stock to be
                    registered hereunder.

       23.1         Consent of PricewaterhouseCoopers LLP

       23.2         Consent of Dykema Gossett PLLC (contained in Exhibit 5)

        24          Power of Attorney (see "Signatures")
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "k59274ds-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 32885}]
{"company-data": {"conformed-name": "CHAMPION ENTERPRISES INC", "cik": "0000814068", "assigned-sic": "2451", "irs-number": "382743168", "state-of-incorporation": "MI", "fiscal-year-end": "1225"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52910", "film-number": "797774"}, "business-address": {"street1": "2701 UNIVERSITY DR", "street2": "STE 300", "city": "AUBURN HILLS", "state": "MI", "zip": "48326", "phone": "2483409090"}, "mail-address": {"street1": "2701 UNIVERSITY DRIVE", "street2": "STE 300", "city": "AUBURN HILLS", "state": "MI", "zip": "48326"}}
1

As filed with the Securities and Exchange Commission on December 28, 2000

                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           CHAMPION ENTERPRISES, INC.
             (Exact name of Registrant as Specified in Its Charter)

                Michigan                                         38-2743168
   (State or Other Jurisdiction of                            (I.R.S. Employer
    Incorporation or Organization)                           Identification No.)

          2701 Cambridge Court, Suite 300, Auburn Hills, Michigan 48326
   (Address of Principal Executive Offices)                     (Zip Code)

          Twenty-Three Individual Non-Qualified Stock Option Agreements
                            (Full Title of the Plan)

                           John J. Collins, Jr., Esq.
              Senior Vice President, General Counsel and Secretary
                           Champion Enterprises, Inc.
                         2701 Cambridge Court, Suite 300
                          Auburn Hills, Michigan 48326
                     (Name and Address of Agent for Service)

   Telephone Number, Including Area Code, of Agent for Service: (248) 340-9090

                                    Copy to:
                               D. Richard McDonald
                               Dykema Gossett PLLC
                        39577 Woodward Avenue, Suite 300
                        Bloomfield Hills, Michigan 48304

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                  Proposed Maximum       Proposed Maximum
  Title of Securities        Amount To Be        Offering Price Per     Aggregate Offering          Amount of
    to be Registered           Registered              Share*                 Price*             Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,              296,716                 $2.53               $750,691.48                $187.67
    $1.00 par value
--------------------------------------------------------------------------------------------------------------------
*Estimated solely for purposes of computing the Registration Fee, at $2.53 per
share, the average price for shares of the Common Stock on December 21, 2000, as
reported on the New York Stock Exchange, pursuant to Rule 457(h).
2
                                   PROSPECTUS

                           Champion Enterprises, Inc.
                                   Suite 300
                              2701 Cambridge Court
                          Auburn Hills, Michigan 48326
                                 (248)340-9090
                                 -------------

                             Shares of Common Stock
                                  $1 par value
                                 --------------

         The 296,716 shares of Common Stock of Champion Enterprises, Inc. (the
"Company" or "CEI") offered by this Prospectus are outstanding shares of Common
Stock or shares of Common Stock which may be issued upon the exercise of
outstanding stock options, which may be sold from time to time in the market or
in other transactions by certain selling shareholders of the Company. See "Plan
of Distribution" and "Selling Shareholders." The Company will not receive any of
the proceeds from these sales. The Common Stock is traded on the New York Stock
Exchange. On December 26, 2000, the closing sale price for the Common Stock as
traded on the New York Stock Exchange was $2.69, as reported in The Wall Street
Journal.

                                 --------------

                       This offering is not underwritten.

                                 --------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offer made hereby, and, if given or made, such information
or representation must not be relied upon. The delivery of this Prospectus at
any time does not imply that the information herein is correct as of any time
subsequent to the date hereof.

                The date of this Prospectus is December 28, 2000.
3
                                    CONTENTS

Additional Information
Incorporation by Reference
Forward Looking Statements
Plan of Distribution
Selling Shareholders
Legal Matters
Experts
Information Required in Registration Statement
Signatures
Power of Attorney
4
                             ADDITIONAL INFORMATION

         This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Securities and Exchange Commission, under the Securities
Act of 1933, as amended. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and related exhibits for further information with respect
to the Company and the securities offered hereby. Any statements contained
herein concerning the provisions of any documents are not necessarily complete,
and in such instance reference is made to the copy of such documents filed as an
exhibit to the Registration Statement or otherwise filed with the Securities and
Exchange Commission. Each such statement is qualified in its entirety by such
reference. This Registration Statement may be inspected by anyone at the office
of the Commission without charge, and copies of all or any part of it may be
obtained upon payment of the Commission's charge for copying.

         Champion Enterprises, Inc. is subject to the information requirements
of the Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission. Such reports, proxy statements and other information may be
inspected and copied at the office of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, or at its Regional Offices located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661-2511; and 7 World Trade Center, 13th Floor, New York, New York 10007; and
copies of such material can be obtained from the Public Reference Section of the
Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a website that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of that website is www.sec.gov.

         The Company's Common Stock is traded on the New York Stock Exchange.
Reports, proxy statements and other information concerning the Company may be
inspected at the offices of the Exchange at 20 Broad Street, New York, New York
10005.

                           INCORPORATION BY REFERENCE

         The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Prospectus:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended January 1, 2000.

         (b)      The Company's Quarterly Reports on Form 10-Q for the quarters
                  ended April 1, 2000, July 1, 2000 and September 30, 2000.

         (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934 since the end of the
                  fiscal year covered by the Annual Report on Form 10-K referred
                  to in Paragraph (a) above.

         (d)      The description of the Common Stock of the Company contained
                  in the Registration Statement on Form 8-A, No. 1-9751 filed
                  under the Securities Exchange Act of 1934.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Prospectus and prior to the termination
of the offering of the securities covered by this Prospectus shall be deemed to
be incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document. The Company will provide, without charge,
to each person to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents). Requests should be
directed to John J. Collins, Jr., Senior Vice President, General Counsel and
Secretary, Champion Enterprises, Inc., 2701 Cambridge Court, Suite 300, Auburn
Hills, Michigan 48326, (248) 340-9090.
5
                           FORWARD LOOKING STATEMENTS

         The Company may from time to time make written or oral forward looking
statements, including statements contained in the Company's filings with the
Commission and its reports to shareholders. This Prospectus contains and
incorporates by reference certain statements that could be considered forward
looking. Such statements are or will be based on the Company's estimates,
assumptions and projections, and are subject to risks and uncertainties,
including those specifically listed below and those contained in the Company's
reports previously filed with the SEC, that could cause actual results to differ
materially from those included in the forward looking statements. Long term
growth in the manufactured housing industry may be affected by: (1) the relative
cost of manufactured housing versus other forms of housing; (2) general economic
trends, including inflation and unemployment rates, consumer confidence, job
growth and interest rates; (3) changes in demographics, including new household
formations and the number of Americans on fixed income; (4) the availability and
cost of financing for manufactured homes; (5) changes in government regulations
and policies, including HUD regulations, local building codes and zoning
regulations; and(6) changes in regional markets and the U.S. economy as a whole.
Short-term sales could be affected by inclement weather and inventory levels of
manufactured housing retailers. Fluctuations in interest rates may affect the
demand for manufactured housing to the extent that those changes reduce job
growth, slow the U.S. economy, or cause a loss in consumer confidence. The
profitability of the registrant may also be affected by: (1) its ability to
efficiently expand operations and utilize production capacity; (2) its ability
to pass increased raw material costs, particularly lumber, insulation and
drywall costs, onto its customers; (3) market share position; (4) growth in the
manufactured housing industry as a whole; (5) the results of its acquisitions;
and (6)strength of retail distribution. Reference is hereby made to "Risk
Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended
January 1, 2000 previously incorporated herein by reference.

                              PLAN OF DISTRIBUTION

         The 296,716 shares of Common Stock being offered by this Prospectus are
being offered by certain shareholders of the Company listed under "Selling
Shareholders" (the "Selling Shareholders"). These shares have been or will be
issued to the Selling Shareholders pursuant to certain Nonqualified Stock Option
Agreements that were executed as an inducement to employment or continued
employment with the Company. The option agreements were entered into separately
and not as part of a related series of transactions.

         The shares offered by the Selling Shareholders may be sold from time to
time on the New York Stock Exchange or in the over-the-counter market or shares
may be offered in independent transactions, in negotiated transactions or
otherwise. In addition, the shares may be sold in transactions pursuant to Rule
144 under the Securities Act of 1933, in which case any shares sold pursuant to
Rule 144 may be deemed to be restricted securities. The Selling Shareholders may
also sell some or all of the shares in transactions involving broker-dealers who
may acquire shares as principal. Sales will be in the quantities, at the time,
and through registered broker-dealers to be determined from time to time by each
Selling Shareholder. No arrangements for any broker-dealer to act on behalf of
the Selling Shareholders have yet been made. It is anticipated that any selling
broker-dealers engaged by the Selling Shareholders will receive only their
customary brokerage commissions. Participating broker-dealers may be deemed
underwriters of the shares within the meaning of the Securities Act of 1933, in
which event all such compensation to be received by them may be deemed
underwriting compensation.

         Sales of the shares offered by the Selling Shareholders will be made at
prices per share approximating market prices prevailing at the time of the
sales. The Company will not receive any of the proceeds of the sales. Any
brokerage commissions due to any broker engaged by any Selling Shareholder, and
any expenses incurred by any Selling Shareholder in connection with the offering
made hereby, will be borne by the Selling Shareholder. The Company is bearing
the legal and accounting expense incurred in the preparation and filing of the
Registration Statement of which this Prospectus is a part and the filing fee
thereunder.

                              SELLING SHAREHOLDERS

         Certain information is provided below with respect to each of the
Selling Shareholders. The information includes the name and address of each
Selling Shareholder, present positions, offices and material relationships with
the Company and its subsidiaries during the past three years, the number of
shares of common stock of the Company
6

beneficially owned, the number of shares offered by this Prospectus and the
percentage of the Class of Common Stock to be owned by the Selling Shareholders
after the offering. The following table does not include non-affiliates, each of
whom may sell up to 1,000 shares.
Shares of CEI Common Stock
                                                            --------------------------

                            Present Positions, Offices
                            or Relationships with CEI       Owned as of           Offered          Percent
                            and its Affiliates              date of this          by this          of Class
Name and Address**          During the Past 3 Years         Prospectus            Prospectus       after Offering
------------------          -----------------------         ----------            ----------       --------------
R. Hevelhorst               Vice President and                      9,420             4,000                  *
                            Controller; formerly
                            Controller

C. Richter                  President, Midwest Retail               1,933             8,000                  *
                            Region and President, Trading
                            Post

J. Richter                  Assistant Secretary, Trading            1,333             8,000                  *
                            Post

M. Richter                  Executive Officer, Trading              1,333             8,000                  *
                            Post

S. Richter                  Treasurer, Trading Post                 1,333             8,000                  *

D. Amann                    Vice President, Assistant               3,600            21,600                  *
                            Secretary and Chief Financial
                            Officer of Homes of Merit
                            ("HOM")

K. Clancy                   Vice President and Sales                1,600             9,600                  *
                            Manager of HOM

J. Cook                     Plant Manager for HOM                     800             4,800                  *

J. Ferrell                  Controller for HOM                      1,600             9,600                  *

R. Kaiser                   Director of Marketing - HOM               800             4,800                  *

W. Masters                  Director of Engineering - HOM           3,600            21,600                  *

M. Taylor                   Director of Human Resources -           2,411 (1)         9,600                  *
                            HOM

G. Towns                    Vice President and General              3,600            21,600                  *
                            Manager - Lake City- HOM

C. Weeder                   President - HOM                         6,800            40,800                  *

D. Weeder                   Former Director of Purchasing           1,600             1,600                  *
                            - HOM

M. Weeder                   Vice President of Production            1,600             9,600                  *
                            - Bartow - HOM
7
J. Casterline               Former President Champion -             5,000              5,000                 *
                            Phoenix Development Corp.

M. Cole                     President, Retail Operations;         178,785 (2)        100,000                 *
                            Formerly President, Southern
                            Showcase Housing, Inc.
* Less than 1%
** Address is 2701 Cambridge Court, Suite 300, Auburn Hills, MI 48326
(1) Includes 811 shares held by 401(k) Plan.
(2) Includes 19,095 shares held under the Corporate Officer Stock Purchase Plan.

                                  LEGAL MATTERS

         The validity of the Common Stock offered hereby will be passed upon for
the Company by Dykema Gossett, PLLC of Bloomfield Hills, Michigan.

                                     EXPERTS

         The financial statements incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K for the year ended January 1, 2000,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Champion Enterprises, Inc. ("the
Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended January 1, 2000.

         (b)      The Company's Quarterly Reports on Form 10-Q for the quarters
                  ended April 1, 2000, July 1, 2000 and September 30, 2000.

         (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934 since the end of the
                  fiscal year covered by the Annual Report on Form 10-K referred
                  to in Paragraph (a) above.

         (d)      The description of the Common Stock of the Company contained
                  in the Registration Statement on Form 8-A, No. 1-9751 filed
                  under the Securities Exchange Act of 1934.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Registration Statement and prior to the
termination of the offering of the Common Stock covered by this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the respective date of filing of each such document.

Item 4.  Description of Securities.

         The description of securities being offered is set forth in Item 3(d).
8

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable

Item 6.  Indemnification of Directors and Officers.

         Michigan Business Corporation Act

         The Company is organized under the Michigan Business Corporation Act
(the "Michigan Act") which, in general, empowers Michigan corporations to
indemnify a person who was or is a party or is threatened to be made a party to
a threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, other
than an action by or in the right of the corporation, by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another enterprise, against expenses,
including attorney's fees, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred in connection therewith if the
person acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders and, with
respect to a criminal action or proceeding, if the person had no reasonable
cause to believe his or her conduct was unlawful.

         The Michigan Act also empowers Michigan corporations to provide similar
indemnity to such a person for expenses, including attorney's fees, and amounts
paid in settlement actually and reasonably incurred by the person in connection
with actions or suits by or in the right of the corporation if the person acted
in good faith and in a manner the person reasonably believed to be in or not
opposed to the interests of the corporation or its shareholders, except in
respect of any claim, issue or matter in which the person has been found liable
to the corporation, unless the court determines that the person is fairly and
reasonably entitled to indemnification in view of all relevant circumstances, in
which case indemnification is limited to reasonable expenses incurred.

         The Michigan Act also permits a Michigan corporation to purchase and
maintain on behalf of such a person insurance against liabilities incurred in
such capacities. The Company has obtained a policy of directors' and officers'
liability insurance.

         Bylaws of the Registrant

         The Company's Bylaws generally require the Registrant to indemnify
officers and directors to the fullest extent legally possible under the Michigan
Act and provide that similar indemnification may be afforded employees and
agents.

Item 7.  Exemption from Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

         The following exhibits are filed with this Registration Statement:

         4.1      Form of Non-Qualified Stock Option Agreement.

         4.2      Form of Non-Qualified Stock Option Agreement.

         4.3.     Form of Non-Qualified Stock Option Agreement.

         4.4.     Form of Non-Qualified Stock Option Agreement.

         4.5      Form of Non-Qualified Stock Option Agreement.
9
         5        Opinion of Dykema Gossett PLLC with respect to the legality of
                  the Common Stock to be registered hereunder.

         23.1     Consent of PricewaterhouseCoopers LLP

         23.2     Consent of Dykema Gossett PLLC (contained in Exhibit 5)

         24       Power of Attorney (see "Signatures")

Item 9.  Undertakings.

         (1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this registration statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if this registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.

         (2) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3) The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

         (4) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) or the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
10
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Auburn Hills, State of Michigan on December 28, 2000.

                                    CHAMPION ENTERPRISES, INC.

                                    By:    /s/ WALTER R. YOUNG
                                       -----------------------------------------
                                           Walter R. Young
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each of the undersigned whose signature appears below hereby
constitutes and appoints Walter R. Young and John J. Collins, Jr. and each of
them acting alone, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, under the Securities Act of 1933.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 28, 2000.
Title
/s/ WALTER R. YOUNG                                    Chairman of the Board of Directors, President and Chief
--------------------------------------------------
Walter R. Young                                        Executive Officer (Principal Executive Officer)

/s/ ANTHONY S. CLEBERG                                 Executive Vice President and Chief Financial Officer
--------------------------------------------------
Anthony S. Cleberg                                     (Principal Financial Officer)

/s/ RICHARD HEVELHORST                                 Vice President and Controller
--------------------------------------------------
Richard Hevelhorst                                     (Principal Accounting Officer)

/s/ ROBERT W. ANESTIS                                  Director
--------------------------------------------------
Robert W. Anestis

/s/ SELWYN ISAKOW                                      Director
--------------------------------------------------
Selwyn Isakow

/s/ ELLEN R. LEVINE                                    Director
--------------------------------------------------
Ellen R. Levine
11

/s/ BRIAN D. JELLISON                                  Director
--------------------------------------------------
Brian D. Jellison

/s/ GEORGE R. MRKONIC                                  Director
--------------------------------------------------
George R. Mrkonic

/s/ CARL L. VALDISERRI                                 Director
--------------------------------------------------
Carl L. Valdiserri
12

                                INDEX TO EXHIBITS
Exhibit
     Number                                               Description
4.1          Form of Non-Qualified Stock Option Agreement

       4.2          Form of Non-Qualified Stock Option Agreement

       4.3          Form of Non-Qualified Stock Option Agreement

       4.4          Form of Non-Qualified Stock Option Agreement

       4.5          Form of Non-Qualified Stock Option Agreement

        5           Opinion of Dykema Gossett PLLC with respect to the legality of the Common Stock to be
                    registered hereunder.

       23.1         Consent of PricewaterhouseCoopers LLP

       23.2         Consent of Dykema Gossett PLLC (contained in Exhibit 5)

        24          Power of Attorney (see "Signatures")