UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9 )*
Champion Enterprises, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
158496109
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
*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).
PAGE 1 OF 7 PAGES
CUSIP No. 158496109
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Pacific Advisors, Inc.
04-3118452
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
N/A (B) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
(5) SOLE VOTING POWER
-0-
NUMBER OF
SHARES (6) SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
(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*
N/A
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0
12) TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 2 OF 7 PAGES
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) NAME OF PERSON FILING.
First Pacific Advisors, Inc.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE,
RESIDENCE.
11400 West Olympic Boulevard, Suite 1200, Los Angeles, CA
90064
ITEM 2(c) CITIZENSHIP OR PLACE OF ORGANIZATION.
Massachusetts
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock
ITEM 2(e) CUSIP NUMBER.
158496109
ITEM 3 REPORTING PERSON.
See Item 12 on cover page
ITEM 4 OWNERSHIP.
See Items 5 - 11 on cover page
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
First Pacific Advisors, Inc. had no beneficial ownership
of Champion Enterprises, Inc. common stock and has ceased
operations as a registered investment adviser as of
October 1, 2006. A new company, First Pacific Advisors,
LLC, is now the beneficial owner of the common stock as
of October 1, 2006.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
N/A
PAGE 3 OF 7 PAGES
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 acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
November 8, 2006
Date
/s/ Thomas M. Turpin
Signature
Thomas M. Turpin, President
Name/Title
PAGE 4 OF 7 PAGES
CUSIP No. 158496109
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FPA Capital Fund, Inc.
94-1632697
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
N/A (B) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
(5) SOLE VOTING POWER
-0-
NUMBER OF
SHARES (6) SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
(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*
N/A
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0
12) TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 5 OF 7 PAGES
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) NAME OF PERSON FILING.
FPA Capital Fund, Inc.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE,
RESIDENCE.
11400 West Olympic Boulevard, Suite 1200, Los Angeles, CA
90064
ITEM 2(c) CITIZENSHIP OR PLACE OF ORGANIZATION.
Maryland
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock
ITEM 2(e) CUSIP NUMBER.
158496109
ITEM 3 REPORTING PERSON.
See Item 12 on cover page
ITEM 4 OWNERSHIP.
See Items 5 - 11 on cover page
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
FPA Capital Fund, Inc. shares its beneficial ownership of
Champion Enterprises, Inc. common stock with a new
company, First Pacific Advisors, LLC, as of October 1,
2006. First Pacific Advisors, Inc. has ceased operations
as a registered investment adviser and no longer has any
beneficial ownership of Champion Enterprises, Inc. common
stock as of October 1, 2006
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
N/A
PAGE 6 OF 7 PAGES
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 acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
November 8, 2006
Date
/s/ J. Richard Atwood
Signature
J. Richard Atwood, Treasurer
Name/Title
PAGE 7 OF 7 PAGES