SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)1
Champion Enterprises, Inc.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
158496107
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 158496107 13G/A Page 2 of 7 Pages
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fletcher Asset Management, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER
NUMBER OF SHARES 4,600,381
BENEFICIALLY OWNED BY -----------------------------------------------
EACH REPORTING PERSON WITH
6. SHARED VOTING POWER
0
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7. SOLE DISPOSITIVE POWER
4,600,381
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,600,381
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
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12. TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 158496107 13G/A Page 3 of 7 Pages
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alphonse Fletcher, Jr.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED -----------------------------------------------
BY EACH REPORTING
PERSON WITH 6. SHARED VOTING POWER
0
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7. SOLE DISPOSITIVE POWER
0
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,600,381
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
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12. TYPE OF REPORTING PERSON*
HC
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Champion Enterprises, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
2701 Cambridge Court, Suite 300
Auburn Hills, MI 48326
Item 2(a). Names of Persons Filing:
Fletcher Asset Management, Inc. ("FAM") and Alphonse Fletcher, Jr.
Item 2(b). Address of Principal Business Office or, if none, Residence:
HSBC Tower, 29th Floor
452 Fifth Avenue
New York, New York 10018
Item 2(c). Citizenship:
FAM is a corporation organized under the laws of the State of
Delaware. Alphonse Fletcher, Jr. is a citizen of the United
States.
Item 2(d). Title of Class of Securities:
Common Stock, $1.00 par value
Item 2(e). CUSIP Number:
158496107
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or Rule
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [X] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance
with Rule 13d-1(b)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act; or
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(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box [ ].
Item 4. Ownership.
(a) Amount Beneficially Owned:
4,600,381 shares
(b) Percent of Class:
6.1% (based on the 75,924,989 shares of Common Stock (the
"Common Stock") of Champion Enterprises, Inc. (the "Company")
consisting of (i) 72,357,423 reported to FAM by the Company to
be outstanding as of December 31, 2004 and (ii) the 3,567,566
shares of Common Stock underlying Investment Rights (as defined
below) issuable within 60 days as of December 31, 2004).
(c) Number of shares as to which FAM has:
(i) Sole power to vote or to direct the vote:
4,600,381 shares
(ii) Shared power to vote or to direct the vote:
0 shares
(iii) Sole power to dispose or to direct the disposition of:
4,600,381 shares
(iv) Shared power to dispose or to direct the disposition of:
0 shares
The Common Stock reported to be beneficially owned consists of
1,032,815 shares of Common Stock and 3,567,566 shares of Common Stock issuable
upon the exercise by Fletcher International, Ltd. of certain warrants and
convertible preferred stock (collectively, the "Investment Rights") pursuant
to Agreements, dated as of June 29, 2001 and March 29, 2002, by and between
the Company and Fletcher International, Ltd. The Investment Rights are
exercisable within 60 days of December 31, 2004. The holdings reported reflect
the shares of Common Stock issuable within 60 days of December 31, 2004 that
would have been held had the Investment Rights been exercised on December 31,
2004.
The shares of Common Stock of the Company reported to be beneficially
owned consist of shares underlying Investment Rights held in one or more
accounts managed by FAM (the "Accounts"), for Fletcher International, Ltd. FAM
has sole power to vote and sole power to dispose of all shares of Common Stock
in the Accounts. By virtue of Mr. Fletcher's position as Chairman and Chief
Executive Officer of FAM, Mr. Fletcher may be deemed to have the shared power
to vote or direct the vote of, and the shared power to dispose or direct the
disposition of, such shares, and, therefore, Mr. Fletcher may be deemed to be
the beneficial owner of such Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
This Schedule 13G/A Amendment No. 1 is filed by FAM, which is an
investment adviser registered under Section 203 of the Investment Advisers Act
of 1940, as amended, with respect to the shares of Common Stock held at
December 31, 2004 in the Accounts managed by FAM. By reason of the provisions
of Rule 13d-3 under the Act, FAM and Mr. Fletcher may each be deemed to own
beneficially the shares of Common Stock owned by the Accounts. The Accounts
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such Common Stock purchased for its
account.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
This Schedule 13G/A Amendment No. 1 is filed by FAM and Mr.
Fletcher.
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
By signing below Fletcher Asset Management, Inc. and Alphonse
Fletcher, Jr. certify that, to the best of their knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 10, 2005
Fletcher Asset Management, Inc.
By: /s/ Peter Zayfert
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Name: Peter Zayfert
Title: Executive Vice President
Fletcher Asset Management, Inc.
By: /s/ Patrick Huvane
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Name: Patrick Huvane
Title: Chief Financial Officer
Alphonse Fletcher, Jr., in his
individual capacity
By: /s/ Denis J. Kiely
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Name: Denis J. Kiely for
Alphonse Fletcher, Jr.
*By Power of Attorney, dated
February 14, 2001, attached as
Exhibit A hereto.
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Exhibit A
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
revokes all prior Power of Attorney and appoints Denis J. Kiely to act
severally as attorney-in-fact for the undersigned solely for the purpose of
executing reports required under Sections 13 and 16 of the Securities Exchange
Act of 1934, as amended, and filing the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
thereby ratifying and confirming all that said attorney-in-fact may do or
cause to be done by virtue hereof.
Signed: /s/ Alphonse Fletcher Jr.
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Alphonse Fletcher Jr.
Dated: February 14, 2001