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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(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
Newpark Resources, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
651718504
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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).
CUSIP No. 651718504 13G 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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(a) |_|
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 6,857,372
NUMBER OF SHARES
BENEFICIALLY OWNED BY -----------------------------------------------
EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 0
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7. SOLE DISPOSITIVE POWER 6,857,372
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8. SHARED DISPOSITIVE POWER 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,857,372
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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) 8.88%
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12. TYPE OF REPORTING PERSON* IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 651718504 13G 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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(a) |_|
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) |_|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION United States
- --------------------------- ------ --------------------------------------------
5. SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED BY -----------------------------------------------
EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 0
-----------------------------------------------
7. SOLE DISPOSITIVE POWER 0
-----------------------------------------------
8. SHARED DISPOSITIVE POWER 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,857,372
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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) 8.88%
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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:
Newpark Resources, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
3850 N. 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 Business 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, $0.01 par value
Item 2(e). CUSIP Number:
651718504
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
(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:
6,857,372 shares
(b) Percent of Class:
8.88% (based on the 77,189,389 shares of Common
Stock (the "Common Stock") of Newpark
Resources, Inc. (the "Company") consisting
of (i) 70,332,017 reported to FAM by the
Company to be outstanding as of December
31, 2001 and (ii) the 6,857,372 shares of
Common Stock underlying Investment Rights
(as defined below) issuable within 60 days
as of December 31, 2001).
(c) Number of shares as to which FAM has:
(i) Sole power to vote or to direct the vote:
6,857,372 shares
(ii) Shared power to vote or to direct the vote:
0 shares
(iii) Sole power to dispose or to direct the
disposition of:
6,857,372 shares
(iv) Shared power to dispose or to direct the
disposition of:
0 shares
The Common Stock reported to be beneficially owned consists of
6,857,372 shares of Common Stock issuable upon the exercise by Fletcher
International, Ltd. 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. The
Investment Rights exercisable by Fletcher International Limited were
assigned to Fletcher International, Ltd. pursuant to an Assignment and
Assumption Agreement, dated March 29, 2001, by and between the Company,
Fletcher International Limited, and Fletcher International, Ltd. The
Investment Rights are exercisable within 60 days of December 31, 2001. The
holdings reported reflect the shares of Common Stock issuable within 60
days of December 31, 2001 that would have been held had the Investment
Rights been exercised on December 31, 2001.
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
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 shares of Common Stock held at December 31,
2001 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 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.
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 13, 2002
Fletcher Asset Management, Inc.
By: /s/ Peter Zayfert
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Name: Peter Zayfert
Title: Executive Vice President
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.
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