CUSIP No. 158496109
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
FIRST PACIFIC ADVISORS, LLC
20-1362771
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES
BENEFICIALL
Y OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
6
SHARED VOTING POWER
-0-
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
FPA CAPITAL FUND, INC.
94-1632697
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
NUMBER OF
SHARES
BENEFICIALL
Y OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
ROBERT L. RODRIGUEZ
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALL
Y OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
6
SHARED VOTING POWER
-0-
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
1
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
J. RICHARD ATWOOD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALL
Y OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
6
SHARED VOTING POWER
-0-
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
Item 1.
(a) Name of Issuer
Champion Enterprises, Inc.
(b) Address of Issuer?s Principal Executive Offices
755 West Big Beaver Road, Suite 1000, Troy, MI 48084
Item 2.
(a) Name of Person Filing
This Schedule 13G is being filed on behalf of First
Pacific Advisors, LLC, a Delaware limited liability
company (?FPA?),FPA Capital Fund, Inc., a Maryland
corporation and a registered open-end investment
company, Robert L. Rodriguez, Managing Member of FPA,
and J. Richard Atwood, Managing Member of FPA (each, a
?Reporting Person?).
(b) Address of Principal Business office or, if None,
Residence
The address for each Reporting Person is as follows:
11400 West Olympic Blvd., Suite 1200, Los Angeles, CA
90064
(c) Citizenship
FPA is a Delaware limited liability company
FPA Capital Fund, Inc. is a Maryland corporation
Robert L. Rodriguez is a United States citizen
J. Richard Atwood is a United States citizen
(d) Title of Class Securities
Common Stock
(e) CUSIP Number
158496109
Item 3. If this statement is filed pursuant to Section 240.13d-
1(b), or 240.13d-2(b) or (c), check whether the person filing is
a:
(a) [ ] Broker or dealer registered under Section 15 of
the Act (15 U.S.C. 78c).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) [X] Investment company registered under Section 8 of
the Investment Company Act (15 U.S.C. 80a-8).*
(e) [X] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).**
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(ii)(F).
(g) [X] A parent holding company or control person in
accordance with Section 240.13d-
1(b)(1)(ii)(G).***
(h) [ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.
1813).
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group in accordance with Section 240.13d-
1(b)(ii)(J).
*FPA Capital Fund, Inc. is an investment company
registered under Section 8 of the Investment Company
Act (15 U.S.C. 80a-8).
**FPA is an investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E).
***Robert L. Rodriguez and J. Richard Atwood are control
person(s) in accordance with Section 240.13d-
1(b)(1)(ii)(G).
Item 4. Ownership
FPA
(a) Amount beneficially owned: None
(b) Percent of class: None
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote: None
(ii) Shared power to direct the vote: None
(iii) Sole power to dispose or to direct the
disposition of: None
(iv) Shared power to dispose or to direct the
disposition of: None
FPA Capital Fund, Inc.
(a) Amount beneficially owned: None
(b) Percent of class: None
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote: None
(ii) Shared power to direct the vote: None
(iii) Sole power to dispose or to direct the
disposition of: None
(iv) Shared power to dispose or to direct the
disposition of: None
Robert L. Rodriguez
(a) Amount beneficially owned: None
(b) Percent of class: None
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote: None
(ii) Shared power to direct the vote: None
(iii) Sole power to dispose or to direct the
disposition of: None
(iv) Shared power to dispose or to direct the
disposition of: None
J. Richard Atwood
(a) Amount beneficially owned: None
(b) Percent of class: None
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote: None
(ii) Shared power to direct the vote: None
(iii) Sole power to dispose or to direct the
disposition of: None
(iv) Shared power to dispose or to direct the
disposition of: None
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class securities, check the following [X]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose or
with the effect of changing or influencing the control
of the issuer and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
Date: September 4, 2009
FIRST PACIFIC ADVISORS, LLC
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Its: Chief Operating Officer
FPA CAPITAL FUND, INC.
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Its: Treasurer
_/s/ Robert L. Rodriguez
__
Robert L. Rodriguez
_/s/ J. Richard Atwood
__
J. Richard Atwood
Exhibit A
Joint Filing Agreement Pursuant to Rule 13d-1
[This agreement is made pursuant to Rule 13d-l(k)(1) under the
Securities and Exchange Act of 1934, as amended (the ?Act?) by
and among the parties listed below, each referenced to herein as
a ?Joint Filer.? The Joint Filers agree that a statement of
beneficial ownership as required by Sections 13(g) or 13(d) of
the Act and the Rules thereunder may be filed on each of their
behalf on Schedule 13G or Schedule 13D, as appropriate, and that
said joint filing may thereafter be amended by further joint
filings. The Joint Filers state that they each satisfy the
requirements for making a joint filing under Rule 13d-1.
Date: September 4, 2009
FIRST PACIFIC ADVISORS, LLC
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Its: Chief Operating Officer
FPA CAPITAL FUND, INC.
By: /s/ J. Richard Atwood
Name: J. Richard Atwood
Its: Treasurer
_/s/ Robert L. Rodriguez
__
Robert L. Rodriguez
_/s/ J. Richard Atwood
__
J. Richard Atwood
LEGAL_US_W # 54556829.2
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LEGAL_US_W # 54556829.2
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