View:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Newpark Resources, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
651718504
(Cusip Number)
(Date of Event Which Requires Filing of this Statement: December 31, 2000)
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)
- ---------------
* 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 the disclosures provided
in a prior cover page.
The information required in 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 ("Act") 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).
CUSIP No. 651718504 13G Page 2 of 7 Pages
- --------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Fletcher Asset Management, Inc.
- --------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
SHARES 6,817,038
BENEFICIALLY ---------------------------------------------
OWNED BY (6) SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------
PERSON WITH: (7) SOLE DISPOSITIVE POWER
6,817,038
---------------------------------------------
(8) SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,817,038
- --------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.94%
- --------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IA
- --------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 651718504 13G Page 3 of 7 Pages
- --------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Alphonse Fletcher, Jr.
- --------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------------
OWNED BY (6) SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------
PERSON WITH: (7) SOLE DISPOSITIVE POWER
0
---------------------------------------------
(8) SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,817,038
- --------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.94%
- --------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
HC
- --------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
Newpark Resources, Inc. (the "Company")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3850 North Causeway, Suite 1770
Metairie, Louisiana 70002
ITEM 2(a). NAMES OF PERSONS FILING:
Fletcher Asset Management, Inc. ("FAM") and
Alphonse Fletcher, Jr.
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
22 East 67th Street, New York, New York 10021
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, $.01 par value
ITEM 2(e). CUSIP NUMBER: 651718504
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act
(e) [x] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan or Endowment Fund; see
Rule 13d-1(b)(1)(ii)(F)
(g) [x] Parent Holding Company or control person, in accordance
with Rule 13d-1(b)(1)(ii)(G)
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act
(i) [ ] Church Plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940
(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: 6,817,038
(b) Percent of class:
8.94% (based on the 76,294,865 shares of common stock of the
Company ("Common Stock") (i) known to be outstanding as of December 31,
2000 and (ii) the shares of Common Stock underlying Investment Rights (as
defined below) issuable within 60 days as of December 31, 2000).
(c) Number of shares as to which FAM has:
(i) sole power to vote or to direct the vote:
6,817,038
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition
of: 6,817,038
(iv) shared power to dispose or to direct the
disposition of: 0
The Common Stock reported to be beneficially owned includes
the 109,230 outstanding shares held in Accounts (as defined below) for
Fletcher International Limited as of December 31, 2000, as well as shares
which were not then outstanding as described in the next sentence. The
Common Stock reported to be beneficially owned also includes 6,701,808
shares of Common Stock issuable upon the exercise by Fletcher of certain
investment rights (the "Investment Rights") pursuant to an Agreement, dated
May 30, 2000, by and between the Company and Fletcher International Limited
and an Agreement, dated December 27, 2000, by and between the Company and
Fletcher International, Ltd. (collectively, the "Agreements"). The
Investment Rights are exercisable within 60 days of December 31, 2000. The
holdings reported reflect the shares of Common Stock issuable within 60
days of December 31, 2000 that would have been held had the Investment
Rights been exercised on December 31, 2000.
The Common Stock reported to be beneficially owned includes
outstanding shares and shares underlying Investment Rights held in one or
more accounts managed by FAM (the "Accounts"), for Fletcher International
Limited and/or Fletcher International, Ltd. FAM has sole power to vote and
sole power to dispose of all of the 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.
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 of securities, check the
following [ ]. Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
This Schedule 13G 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 Common Stock held at December 31,
2000 in the Accounts managed by FAM. By reason of the provisions of Rule
l3d-3 under the Act, FAM and Mr. Fletcher may each be deemed to own
beneficially the Common Shares 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 Shares 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 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. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
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.
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.
February 14, 2001
Fletcher Asset Management, Inc.
By: /s/ Peter Zayfert
-------------------------------------
Name: Peter Zayfert
Title: Executive Vice President
Alphonse Fletcher, Jr., in his individual
capacity
*By:/s/ Denis J. Kiely
-------------------------------------
Name: Denis J. Kiely for Alphonse Fletcher, Jr.
*By Power of Attorney, dated February 14,
2001, attached as Exhibit A hereto.
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.
--------------------------
Alphonse Fletcher, Jr.
Dated: February 14, 2001