Champion Mortgage Holdings Corp.
Proposed Ticker:CMPN 20 Waterview Boulevard
Exchange:NASDAQ-National Market Parsippany, NJ 07054
Industry:Financial (SIC Code 6162) (201) 402-7700

Filing Information
Type of Shares:Common Shares Filing Date:2/10/97
U.S. Shares Filed:3,500,000 Filing Range:$20.00 - $22.00
Non-U.S. Shares Filed:0 Offering Amount: $73,500,000
Primary Shares:3,500,000 Expenses: -
Secondary Shares:0 Shares Out After:15,000,000

Primary Underwriting Group
ManagerTierPhone
Lehman Brothers IncorporatedLead Manager (212) 526-8100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Stroock & Stroock & Lavan
Bank's Law Firm: Simpson, Thacher & Bartlett
Auditor: Grant Thornton
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/30/96 9/30/96
Revenue:$67.38Assets:$98.15
Net Income:$10.41Curr Assets:
EPS:$0.86Liabilities:$70.68
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$17.31Equity:$27.47
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a licensed retail mortgage banker which originates, sells and services higher-yielding home equity mortgage loans secured by first or second liens primarily on one-to four-family residential properties. The company originates loans to individuals with sufficient income and equity in their home to satisfy the company's underwriting criteria, but who may be unwilling to seek or unable to obtain home equity financing from conventional sources. The company conducts its activities through its growing net of fourteen retail branch offices located in New Jersey, New York, Pennsylvania and Maryland as well as its corporate headquarters in Parsippany, New Jersey. The company has developed widespread name recognition in its target markets with its trademarked and widely recognized slogan, "When your bank says No, Champion says Yes".

Use of Proceeds
The proceeds from the proposed offering will be used to fund a distribution to the Existing Stockholders of accumulated corporation earnings and profits of the Champion Companies, to pay notes payable to certain shareholders outstanding under the company's warehouse financing facility, to fund expansion of the company's retail branch network, for future loan originations, to support securitization transactions and for general corporate purposes.

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