UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 13d-2(b)
(AMENDMENT NO.1)*
New Century Companies, Inc.
(Name of Issuer)
Common Stock, par value $.10
(Title of Class of Securities)
64353N306
(CUSIP Number)
December 31, 2004
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] 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
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 ("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).
(Continued on the Following Pages)
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castlerigg Master Investments Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
785,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
785,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
785,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sandell Asset Management Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
785,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
785,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
785,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castlerigg International Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
785,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
785,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
785,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castlerigg International Holdings Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
785,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
785,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
785,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas E. Sandell
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
785,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
785,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
785,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed pursuant to Rule 13d-2(b) with respect to the shares of
common stock (the "Common Stock") of New Century Companies, Inc. (the "Issuer")
beneficially owned by the Reporting Persons identified in Item 2(a) below as of
February 13, 2005 and amends and supplements the Schedule 13G filed on August 5,
2004 (collectively, the "Schedule 13G"). Except as set forth herein, the
Schedule 13G is unmodified.
ITEM 2(a). NAME OF PERSON FILING:
The names of the persons filing this statement on Schedule 13G are: Castlerigg
Master Investments Ltd., a British Virgin Islands company ("Castlerigg Master
Investments"), Sandell Asset Management Corp., a British Virgin Islands company
("SAMC"), Castlerigg International Limited, a British Virgin Islands company
("Castlerigg International"), Castlerigg International Holdings Limited, a
British Virgin Islands company ("Castlerigg Holdings"), and Thomas E. Sandell, a
citizen of Sweden ("Sandell").
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own 785,000 shares of Common Stock
consisting of (i) the Issuer's Series D Convertible Preferred Stock
convertible into 400,000 shares of Common Stock, and (ii) warrants
exercisable for 385,000 shares of Common Stock.
(b) Percent of Class:
The Reporting Persons beneficially own 785,000 shares of Common Stock
representing 9.8% of all the outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote of shares of Common
Stock:
Castlerigg Master Investments, Castlerigg International,
Castlerigg Holdings, SAMC and Mr. Sandell have the shared
power to vote or direct the vote of 785,000 shares of Common
Stock beneficially owned by the Reporting Persons.
(iii) Sole power to dispose or to direct the disposition of shares of
Common Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of shares
of Common Stock:
Castlerigg Master Investments, Castlerigg International,
Castlerigg Holdings, SAMC and Mr. Sandell have the shared
power to dispose or to direct the disposition of the 785,000
shares of Common Stock beneficially owned by the Reporting
Persons.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above 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 its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Dated: February 14, 2005
CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.
As Investment Manager
By: /s/ Thomas E. Sandell
---------------------
Name: Thomas E. Sandell
Title: Director
SANDELL ASSET MANAGEMENT CORP.
By: /s/ Thomas E. Sandell
---------------------
Name: Thomas E. Sandell
Title: Director
CASTLERIGG INTERNATIONAL LIMITED
By: /s/ Thomas E. Sandell
---------------------
Name: Thomas E. Sandell
Title: Director
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: /s/ Thomas E. Sandell
---------------------
Name: Thomas E. Sandell
Title: Director
/s/ Thomas E. Sandell
---------------------
Thomas E. Sandell