ATLANTA, Apr 12, 2002 /PRNewswire-FirstCall via COMTEX/ -- Beazer Homes USA,
Inc. (NYSE: BZH) (www.beazer.com ) and Crossmann Communities, Inc. (Nasdaq:
CROS) (www.croscom.com ) announced that the stock portion of the base merger
consideration for their proposed merger has been determined under the terms of
their merger agreement, dated as of January 29, 2002, under which Crossmann will
merge with and into a wholly-owned subsidiary of Beazer. Based on the average
closing price of Beazer common stock of $78.56 for the 15 consecutive trading
days ended on, and including, April 11, 2002, the base merger consideration will
consist of a combination of $17.60 in cash and 0.3544 shares of Beazer common
stock for each share of Crossmann common stock. The base merger consideration is
payable to Crossmann stockholders who do not elect to receive the merger
consideration in either all cash or all stock, subject to proration under the
terms of the merger agreement. As a result of the determination of the stock
portion of the base merger consideration, the maximum amount of cash per share
of Crossmann common stock to be received by stockholders electing all cash will
be $45.44, and the maximum number of shares of Beazer common stock per share of
Crossmann common stock to be received by stockholders electing all stock will be
0.5784 shares. Since both the total amount of cash and the total number of
shares of Beazer common stock to be issued as a result of the merger will be
fixed based on the number of shares of Crossmann common stock outstanding
immediately prior to the merger, all-cash and all-stock elections are subject to
proration based on the relative numbers of shares held by Crossmann stockholders
making elections, the number of shares of Crossmann common stock outstanding
immediately prior to the effective time of the merger, the effect of the average
closing price of Beazer common stock stated above on the proration formula and
other factors described in the Joint Proxy Statement/Prospectus, dated March 14,
2002, of Beazer and Crossmann with respect to the merger.
Stockholder meetings of Beazer and Crossmann to vote on the merger are scheduled
to be held on Tuesday, April 16, 2002. If approved, the merger is expected to
become effective April 17, 2002 or, in any event, within two business days of
the stockholder meetings.
Beazer Homes USA, Inc., based in Atlanta, Georgia, is one of the country's ten
largest single-family homebuilders with operations in Arizona, California,
Colorado, Florida, Georgia, Maryland, Nevada, New Jersey, North Carolina,
Pennsylvania, South Carolina, Tennessee, Texas and Virginia. Beazer Homes also
provides mortgage origination and title services to its homebuyers.
Crossmann Communities, Inc. is based in Indianapolis, Indiana and is a leading
regional builder of single-family homes in Indiana, Ohio, Kentucky, Tennessee,
North Carolina, and South Carolina.
Certain statements in this Press Release are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results to differ materially. Such risks, uncertainties and
other factors include, but are not limited to changes in general economic
conditions, fluctuations in interest rates, increases in raw materials and labor
costs, levels of competition and other factors described in Beazer's Annual
Report for the year ended September 30, 2001.
SOURCE Beazer Homes USA, Inc.
CONTACT: David S. Weiss, Executive Vice President and Chief Financial
Officer of Beazer Homes USA, Inc., +1-404-250-3420, or dweiss@beazer.com