SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant /X/
Filed by Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only(as permitted by Rule 14-6(e)(2)
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Sec. 240.14a-11(c) or 240.14a-12
BEAZER HOMES USA, INC.
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated
and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing by registration for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
[LOGO]
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF BEAZER HOMES USA, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of Beazer
Homes USA, Inc. (the "Company") will be held at 9:00 a.m. on Thursday, February
5, 1998 at The Westin North Atlanta at Perimeter, 7 Concourse Parkway, Atlanta,
Georgia 30328 for the following purposes:
1) to elect seven members to the Board of Directors; and
2) to transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on December 2, 1997
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting. A copy of the Company's Proxy Statement and Annual
Report to Shareholders is being mailed together with this notice.
We encourage you to take part in the affairs of your Company either in
person or by executing and returning the enclosed proxy.
By Order of the Board of Directors,
/s/ Brian C. Beazer
NON-EXECUTIVE CHAIRMAN OF THE BOARD
Dated: December 26, 1997
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING,
PLEASE PROMPTLY MARK, DATE, SIGN AND MAIL THE ENCLOSED PROXY. A RETURN ENVELOPE
WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES IS ENCLOSED
FOR THAT PURPOSE.
BEAZER HOMES USA, INC.
5775 PEACHTREE DUNWOODY ROAD
SUITE C-550
ATLANTA, GEORGIA 30342
- --------------------------------------------------------------------------------
PROXY STATEMENT
- --------------------------------------------------------------------------------
SOLICITATION, VOTING AND REVOCATION OF PROXIES
This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of Beazer Homes USA, Inc., a
Delaware corporation (the "Company"), for use at the Annual Meeting of
Shareholders of the Company to be held on February 5, 1998 and at any
adjournment thereof (the "Annual Meeting"). Shareholders of record at the close
of business on December 2, 1997 are entitled to notice of and to vote at the
Annual Meeting. Each share so held entitles the holder thereof to one vote with
respect to each matter to be voted upon. On December 2, 1997, the Company had
outstanding 6,075,523 shares of Common Stock. The Common Stock is the Company's
only outstanding class of voting securities. This Proxy Statement and the
enclosed form of proxy are being mailed to shareholders, together with the
Company's Annual Report (which includes audited consolidated financial
statements for the Company's fiscal year ended September 30, 1997), commencing
on or about December 29, 1997.
Shares represented by a proxy will be voted in the manner directed by a
shareholder. If no direction is made, the signed proxy will be voted (i) for the
election of the seven nominees for the Board of Directors named in this Proxy
Statement; and (ii) in accordance with the judgment of the persons named in the
proxy as to such others matters as may properly come before the Annual Meeting.
A shareholder giving the enclosed proxy may revoke it at any time before the
vote is cast at the Annual Meeting by executing and returning to the Company
either a written revocation or a proxy bearing a later date, in either case
received by the Secretary of the Company prior to the Annual Meeting. Any
shareholder who attends the Annual Meeting in person will not be deemed thereby
to have revoked his or her proxy unless such shareholder affirmatively indicates
at the Annual Meeting his or her intention to vote the shares represented by
such proxy in person.
If stock is registered in the name of more than one person, each such person
should sign the proxy. If the stockholder is a corporation, the proxy should be
signed in the corporation's name by a duly authorized officer. If a proxy is
signed as an attorney, trustee, guardian, executor, administrator or person in
any other representative capacity, the signer's full title should be given.
Shares represented by proxies as to which the authority to vote has been
withheld with respect to some or all matters being acted upon will be deemed
present and entitled to vote for purposes of determining the existence of a
quorum and calculating the votes cast, but will be deemed not to have been voted
in favor of the candidate or matter with respect to which the proxy authority
has been withheld. Broker non-votes are included in the determination of the
number of shares present and voting for the purpose of determining whether a
quorum is present. In determining whether a proposal has been approved, broker
non-votes are and abstentions not counted for or against a proposal or as votes
present and voting on a proposal.
EXPENSES OF SOLICITATION
Expenses incurred in connection with the solicitation of proxies will be
paid by the Company. Proxies are being solicited primarily by mail but, in
addition, officers and other employees of the Company may solicit proxies by
telephone, in person or by other means of communication but will receive no
extra compensation for such services. The Company will reimburse banks,
brokerage firms and other custodians, nominees and fiduciaries.
PRINCIPAL STOCKHOLDERS
The following table sets forth information as of December 2, 1997 with
respect to the beneficial ownership of the Company's Common Stock by all persons
known by the Company to own beneficially more than 5% of the Company's Common
Stock.
AMOUNT AND
NAME AND ADDRESS NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) (2) OF CLASS
- -------------------------------------------------------- ---------------------------- --------
Spears, Benzak, Salomon & Farrell, Inc.................. 1,691,778(3) 24.2%
45 Rockefeller Plaza
New York, New York 10111
Franklin Resources, Inc................................. 759,830 12.51%
777 Mariners Island Blvd.
San Mateo, California 94403-7777
Fidelity Management & Research Company.................. 620,700 10.22%
82 Devonshire Street
Boston, Massachusetts 02109
Neuberger & Berman, LLC................................. 602,700 9.92%
605 Third Avenue
New York, New York 10158-3698
Dimensional Fund Advisors, Inc.......................... 495,000 8.15%
1299 Ocean Avenue, 11th floor
Santa Monica, California 90401
Wellington Management Company, LLP...................... 376,900 6.20%
75 State Street
Boston, Massachusetts 02109
Morgan Stanley Asset Management Limited................. 307,791 5.1%
25 Cabot Square
Canary Wharf
London E14 4QA England
- ------------------------
(1) Unless otherwise indicated, each entity has shared investment and shared
voting power with respect to all of the Common Stock beneficially owned by
such entity.
(2) Unless otherwise indicated number of common shares based upon the most
recent 13F filed by each respective holder.
(3) Spears, Benzak, Salomon & Farrell, Inc. ("Spears") has filed with the SEC an
Amendment No. 5 dated February 14, 1997 to Schedule 13G reporting that
Spears may be deemed to beneficially own 1,691,778 shares of the Company's
Common Stock after giving effect to the conversion of the shares of Series A
Cumulative Convertible Exchangeable Preferred Stock held by it. Spears
reported that it has shared dispositive and voting power with respect to
1,691,778 shares.
The Company makes no representations as to the accuracy or completeness of
the information reported.
2
MATTER BEING SUBMITTED TO A
VOTE OF THE SHAREHOLDERS
Following is a discussion of the matter to be presented for shareholder
approval at the Annual Meeting.
1. ELECTION OF DIRECTORS
GENERAL
The Company's by-laws provide that the affirmative vote of a plurality of
the shares of the Company's voting stock present or represented by proxies and
entitled to vote on the matter at the Annual Meeting (assuming that a quorum
consisting of a majority of the outstanding shares of Common Stock is present or
represented by proxies at the meeting) is required to elect each of the nominees
listed below as a director for the ensuing year or until their respective
successors are elected and have qualified. Each of the following nominees is
presently serving as a director of the Company. In the event any one or more
nominees for any reason should not be available as a candidate for director,
votes will be cast pursuant to authority granted by the enclosed proxy for such
other candidate or candidates as may be nominated by management. The Board of
Directors has no reason to believe that any nominee will be unable or unwilling
to serve as a director if elected.
NOMINEES
The Information appearing below with respect to each nominee has been
furnished to the Company by the nominee. THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE YOUR SHARES TO ELECT THE FOLLOWING NOMINEES. PROPERLY EXECUTED AND DULY
RETURNED PROXIES WILL BE COUNTED AS VOTES FOR OR AGAINST THE ELECTION OF EACH OF
THE NOMINEES NAMED BELOW, IN ACCORDANCE WITH THE INSTRUCTIONS THEREON. IF NO
INSTRUCTIONS ARE INDICATED ON A PROPERLY SIGNED PROXY, THE PROXY WILL BE VOTED
FOR THE ELECTION OF EACH OF THE NOMINEES NAMED BELOW.
BRIAN C. BEAZER, 62, is the Non-Executive Chairman of the Company's Board of
Directors and has served as a Director of the Company since its inception in
November 1993. Mr. Beazer commenced work in the construction industry in the
late 1950's. He served as Chief Executive Officer of Beazer PLC, a company
organized under the laws of the United Kingdom, or its predecessors from 1968 to
1991, and Chairman of that company from 1983 to the date of its acquisition by
an indirect, wholly-owned subsidiary of Hanson PLC (effective December 1, 1991).
During that time, Beazer PLC expanded its activities to include homebuilding,
quarrying, contracting and real-estate, and became an international group with
annual revenue of approximately $3.4 billion, employing 28,000 people at
December 1991. Mr. Beazer was educated at Cathedral School, Wells, Somerset,
England. Mr. Beazer is also a Director of US Industries, Inc., Jade Holdings
Pte. Ltd., Jade Technologies Singapore Pte., Beazer Japan, Ltd., and Seal Mint,
Ltd., and is a private investor.
THOMAS B. HOWARD, JR. , 69, was appointed a Director of the Company on November
2, 1995. Mr. Howard held various positions with Gifford-Hill & Company, a
construction and aggregates company, from 1969 to 1986, becoming Chief Executive
Officer. Gifford-Hill & Company was then acquired by Beazer PLC and Mr. Howard
served as Chief Executive Officer and became Chairman of the company and its
successor companies until 1991. During the period from 1957 to 1969, Mr. Howard
held various positions with Vulcan Materials Company. Mr. Howard holds a degree
in Industrial Engineering from Georgia Institute
3
of Technology. Mr. Howard currently serves as a Director of Lennox
International, Inc. and on the Board of Trustees of the Methodist Hospitals
Foundation. Mr. Howard also previously served as a Director of the Dallas
Chamber of Commerce and as a member of the Dallas Citizens Council.
IAN J. MCCARTHY, 44, is the President and Chief Executive Officer of the
Company. Mr. McCarthy has served as President of predecessors of the Company
since January 1991, responsible for all United States residential homebuilding
operations in that capacity. During the period from May 1981 to January 1991,
Mr. McCarthy was employed in Hong Kong and Thailand as a Civil Engineer becoming
a Director of Beazer Far East and from January 1980 to May 1981 was employed by
Kier, Ltd., a company engaged in the United Kingdom construction industry which
became an indirect, wholly-owned subsidiary of Beazer PLC. Mr. McCarthy is a
chartered civil engineer with a Bachelor of Science degree from The City
University, London.
GEORGE W. MEFFERD, 70, has served as a Director of the Company since the
Company's initial public offering of Common Stock (the "IPO") in March 1994. Mr.
Mefferd had previously been retired since 1986. During the period 1974 to 1986,
Mr. Mefferd held various positions with Fluor Corporation, an engineering and
construction company, including Senior Vice President--Finance, Treasurer, Group
Vice President and Chief Financial Officer. Additionally, Mr. Mefferd served on
Fluor Corporations' Executive Committee and Board of Directors. Mr. Mefferd
earned a Bachelor of Science degree in Business Administration from the
University of California, Los Angeles.
D.E. MUNDELL, 65, has served as a Director of the Company since the consummation
of the IPO in March 1994. Mr. Mundell has served as Chairman of ORIX USA
Corporation, a financial services company, since January 1991. During the period
from 1959-1990, Mr. Mundell held various positions within United States Leasing
International, Inc., retiring as Chairman in 1990. Mr. Mundell attended the
Royal Military College of Canada, McGill University and Harvard Business School.
Mr. Mundell is also a Director of Varian Associates, Inc., Stockton Holdings
LTD. and ORIX USA Corporation.
LARRY T. SOLARI, 55, has served as a Director of the Company since the
consummation of the IPO in March 1994. Mr. Solari is the Chairman and CEO of
Sequentia, Inc., Cleveland, Ohio. Mr. Solari was the President of the Building
Materials Group of Domtar, Inc. from 1994 to 1996. Mr. Solari was the President
of the Construction Products Group of Owens-Corning Fiberglass from 1986 to
1994. In that capacity he had been the Chief Operating Officer responsible for
key company lines, such as building insulation and roofing materials. Mr. Solari
held various other positions with Owens-Corning Fiberglass since 1966. Mr.
Solari earned a Bachelor of Science degree in Industrial Management and a Master
of Business Administration degree from San Jose State University. Mr. Solari is
a Director of Sequentia, Inc., Pacific Coast Building Products, Inc. and Therma
Tru, Inc. and has been a Director of the Policy Advisory Board of the Harvard
Joint Center for Housing Studies and an Advisory Board Member of the National
Home Builders Association.
DAVID S. WEISS, 37, is the Executive Vice President and Chief Financial Officer
of the Company. Mr. Weiss Served as the Assistant Corporate Controller of Hanson
Industries, the United States arm of Hanson PLC, for the period from February
1993 to March 1994. Mr. Weiss was Manager of Financial Reporting for
Colgate-Palmolive Company from November 1991 to February 1993 and was with the
firm of Deloitte & Touche from 1982 to November 1991, at which time he served as
a Senior Audit Manager. Mr. Weiss holds a Master of Business Administration
degree from the Wharton School and undergraduate degrees in Accounting and
English from the University of Pennsylvania. Mr. Weiss is a licensed Certified
Public Accountant.
4
BOARD OF DIRECTORS COMMITTEES AND MEETINGS
The Board of Directors has no standing nominating committee. The Board of
Directors has a Compensation Committee, which in Fiscal Year 1997 consisted of
Messrs. Beazer, Howard, Mefferd, Mundell and Solari, and an Audit committee,
which in Fiscal Year 1997 consisted of Messrs. Howard, Mefferd, Mundell and
Solari. The Compensation Committee makes recommendations to the Board of
Directors regarding remuneration of employees and officers of the Company and
its subsidiaries from time to time as it deems appropriate. A subcommittee of
the Compensation Committee (the "Stock Option Committee") which in Fiscal Year
1997 consisted of Messrs. Howard, Mefferd, Mundell and Solari has been appointed
to administer the Company's 1994 Stock Incentive Plan (the "Stock Incentive
Plan"). The Audit Committee reviews and makes recommendations to the Board of
Directors with respect to designated financial and accounting matters.
During Fiscal Year 1997, the Board of Directors held five meetings. During
the same period, the Audit Committee held two meetings, the Compensation
Committee held three meetings, and the Stock Option Committee held two meetings.
All incumbent Directors attended 100% of those meetings for the Board of
Directors, the Audit Committee, the Compensation Committee, and the Stock Option
Committee that were held. The Company's Board of Directors and the
aforementioned committees also act from time to time by written consent in lieu
of meetings.
DIRECTOR COMPENSATION
With the exception of the Non-Executive Chairman of the Board of Directors,
non-employee directors receive annual compensation of $20,000 (increased to
$25,000 for fiscal 1998) for services to the Company as members of the Board of
Directors and, in addition thereto, receive $1,000 for each meeting of the Board
of Directors or committee thereof attended and an additional $500 for attending
any second committee meeting held on the same day. Directors may elect to defer
receipt of all or part of the aforementioned Board of Directors compensation,
which deferrals accrue interest payable by the Company. Mr. Mefferd elected to
defer receipt of his Director's compensation for Fiscal Year 1997. Pursuant to
the Company's Non-Employee Director Stock Option Plan, each Director receives a
grant of 10,000 options to acquire Common Stock of the Company ("Director
Options") on the date of each Director's election to the Board. In addition,
during Fiscal Year 1997, the Board granted 1,000 Director Options to each
non-employee Director. All Directors receive reimbursement for reasonable
out-of-pocket expenses incurred by them in connection with participating in
meetings of the Board of Directors and any committees thereof. Other than
described in the next succeeding paragraph, no Director otherwise receives any
compensation from the Company for services rendered as a Director.
For Fiscal Year 1997, the Company paid Mr. Beazer $157,000 for services
rendered to the Company as its Non-Executive Chairman of the Board in lieu of
director's compensation and Director Options described above. In addition, Mr.
Beazer was awarded $157,000 as incentive compensation based upon the performance
of the market price of the Company's Common Stock in fiscal 1997, which
increased 36.9%. Mr. Beazer elected to defer $75,000 of the 1997 incentive
compensation. For Fiscal Year 1998, the Compensation Committee of the Board
(excluding Mr. Beazer) recommended and the Company has agreed to pay Mr. Beazer
$162,500 for his services. In addition, the Company has agreed to pay an amount
up to 200% of Mr. Beazer's base compensation based on predetermined criteria
relating to, among other things, the performance of the market price of the
Company's Common Stock, the Total Return (as defined) to the Company's
Shareholders relative to a selected peer group and his personal commitments to
the Company.
5
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of December 2, 1997 with
respect to the beneficial ownership of the Company's Common Stock by individual
Directors and nominees for the Board of Directors, executive officers named in
the Summary Compensation Table below, and all Directors and executive officers
as a group. Except as otherwise indicated, each beneficial owner possesses sole
voting and investment power with respect to all shares.
NUMBER OF COMMON
SHARES
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OWNED (1)(2)(3)(4) OUTSTANDING
- ------------------------------------------------------------ ------------------ ---------------
Brian C. Beazer
Non-Executive Chairman of the Board of Directors.......... 23,500 *
Ian J. McCarthy
President, Chief Executive Officer and Director........... 48,225 *
Thomas B. Howard, Jr.
Director.................................................. 500 *
George W. Mefferd
Director.................................................. 1,000 *
D. E. Mundell (5)
Director.................................................. 4,312 *
Larry T. Solari
Director.................................................. 1,500 *
David S. Weiss (6)
Executive Vice President, Chief Financial Officer and
Director................................................ 27,709 *
John Skelton
Senior Vice President and Controller...................... 18,229 *
James A. Moore (7)
Vice President and Chairman Process and Systems Advisory
Board................................................... 10,753 *
Peter S. Simons
Vice President of Corporate Development................... 7,902 *
Directors and Executive Officers as a Group (12 persons).... 149,243 2.46%
- ------------------------
* Less than 1%
(1) The number of shares for Messrs. Beazer, McCarthy, Weiss and Skelton
includes 13,500, 13,500, 9,500 and 9,500 shares of restricted stock,
respectively. All such shares of restricted stock were awarded under the
Stock Incentive Plan in connection with the IPO. Such shares of restricted
stock will vest unconditionally in March 2001 and may vest over the next
four years based on predetermined criteria relating to the appreciation of
the Common Stock price as reported by the NYSE.
(2) The number of shares for Messrs. McCarthy, Weiss, Simons and Skelton
includes 33,000, 12,000, 7,000 and 8,000 shares of performance accelerated
restricted stock ("PARS"), respectively. All such shares of PARS were
awarded under the Stock Incentive Plan during Fiscal Year 1995. Such shares
will vest unconditionally on January 3, 2002, but could vest earlier if
total return to the stockholders of the Company exceeds 15% per year over a
rolling three year period. See footnote 4 to "Executive
Compensation--Summary Compensation Table" below).
6
(3) The number of shares for Messrs. McCarthy, Weiss, Simons, Skelton and Moore
does not include the right to receive 15,498, 6,259, 2,783, 2,359 and 2,460
shares of restricted stock, respectively, which each of Messrs. McCarthy,
Weiss, Simons, Skelton and Moore is entitled to receive three years from the
award date in lieu of a portion of their respective Fiscal Year 1995, 1996
and 1997 cash bonues (when applicable). See footnote 3 to "Executive
Compensation--Summary Compensation Table" below.
(4) The number of shares for Messrs. McCarthy, Weiss, Simons, Skelton and Moore
includes 725, 5,709, 613, 629 and 753 shares of the Company's Common Stock,
respectively, held through the Company's 401(k) plan.
(5) The number of shares for Mr. Mundell includes 1,312 shares of the Company's
Common Stock issuable upon conversion of 1,000 shares of the Company's
Series A Cumulative Convertible Exchangeable Preferred Stock purchased on
the open market during Fiscal Year 1996.
(6) Includes 500 shares of the Company's Common Stock owned by Maureen Cowie,
Mr. Weiss' spouse.
(7) Includes 2,000 shares of the Company's Common Stock owned jointly by Mr.
Moore and Mr. Moore's spouse.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and the regulations of the SEC promulgated thereunder require
the Company's executive officers and directors and persons who own more than ten
percent of the Company's stock, as well as certain affiliates of such persons,
to file initial reports of ownership and changes of ownership with the SEC and
the NYSE. Executive officers, directors and persons owning more than ten percent
of the Company's stock are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on a review of
the copies of the Section 16(a) forms and amendments thereto received by the
Company and on written representations that no other reports were required, the
Company believes that all reports required pursuant to Section 16(a) for Fiscal
Year 1997 were timely filed by all persons known by the Company to be required
to file such reports with respect to the Company's securities other than the
following: (1) each of Messrs. McCarthy, Weiss, Skelton and Simons failed to
file a timely Form 4 to report a stock option grant, and (2) each of Messrs.
Howard, Mefferd, Mundell and Solari failed to file a timely Form 4 to report a
stock option grant.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE
The Company's Compensation Committee of the Board (the "Committee") in
Fiscal Year 1997 consisted of Messrs. Beazer, Howard, Mefferd, Mundell and
Solari, non of whom is an employee of the Company. Mr. Beazer is the
Non-Executive Chairman of the Company and Chairman of the Committee; however, he
is not a member of the Stock Option Committee, which in Fiscal Year 1997
consisted of four independent directors, Messrs. Howard, Mefferd, Mundell and
Solari. The Stock Option Committee administers all equity-based compensation
plans maintained by the Company and recommends the Committee Chairman's
compensation arrangement to the Company.
The Committee is accountable to the Board of Directors for developing,
monitoring and managing the executive compensation programs at the Company. More
specifically, the Committee administers cash compensation programs for all
Management Committee members, which includes all of the executive officers named
in the Summary Compensation Table below (the "Named Executives"), encompassing
base salaries and the annual Management Incentive Compensation Plan (the "MICP")
and Value Created Incentive Plan (the "VCIP"). The Stock Option Committee
administers the Stock Incentive Plan, which provides for grants of stock options
and other forms of equity and equity-based compensation.
7
The Company's compensations programs have been aligned with the Committee's
beliefs that:
1. base salaries should be at or below median practices for similar jobs in
the homebuilding industry;
2. annual incentive opportunities should represent a significant portion of
total cash compensation for executives, and provide meaningful downside
risk and upside opportunity for variations in performance relative to the
Company's peers; and
3. stock incentives should include executive ownership of Company equity as
well as ownership of stock options in order to link executives' rewards
directly with shareholders' risks and opportunities.
It is the Committee's further belief that managing a compensation program
around these principles will place executives' and shareholders' interests
together and enhance the financial returns to the Company's shareholders
relative to the group of comparable homebuilding companies (the "Peer Group"),
consisting of Centex, Continental Homes, D.R. Horton, Hovnanian, Kaufman &
Broad, Lennar, Pulte, Ryland, Toll Brothers and U.S. Home. During Fiscal Year
1997, the Committee reviewed the total compensation provided to executives and
confirmed that it is consistent with the Company's performance-based principles
and competitive practices among the Peer Group. Each component of compensation
is described more fully below.
BASE SALARY
Base salaries for executives are determined by the Committee based on
comparisons of industry salary practices for positions of similar
responsibilities and size, and on individual and business unit performance as
presented by the Committee's Chairman, Mr. Beazer, based upon input from the
Chief Executive Officer, Mr. McCarthy (the "CEO") other than for himself. It is
the committee's objective and practice to set base salaries at levels equivalent
to the median (50th percentile) salary of comparable jobs in the Peer Group. In
October 1996, the beginning of Fiscal Year 1997, salary increases for the Named
Executives, other than the CEO, averaged 3.2%. Effective October 1997, the
Committee approved salary increases for the Named Executives, other than the
CEO, that ranged from 0% to 4.8% and averaged 1.9%.
ANNUAL INCENTIVES--THE VCIP
The VCIP was adopted in fiscal 1997 for four corporate executives of the
Company, all of whom are Named Executives. Other members of corporate and
operating management were covered by the MICP in fiscal 1997. For fiscal 1998
the Company has extended the VCIP to other members of both corporate and
operating management, who will no longer participate in the MICP.
The Company believes that the VCIP provides aggressive incentive
compensation opportunities for superior Company and business unit performance
based upon earnings in excess of the Company's cost of capital, a gauge that the
Company believes is consistent with its shareholders' objectives.
Under the VCIP, incentive compensation is based upon "Value Created". Value
Created is defined as earnings before interest and taxes (EBIT) minus a capital
charge. The capital charge is equal to the total capital employed multiplied by
an estimate of the weighted average pre-tax cost of capital. The calculation of
Value Created is represented below:
VALUE CREATED = EBIT--(CAPITAL EMPLOYED X WEIGHTED AVERAGE COST OF CAPITAL)
8
Value Created may be determined for an individual business unit as well as for
the Company as a whole. Value Created can be positive or negative.
At the end of each fiscal year, each participant in the VCIP is paid a
predetermined percentage of Value Created and a predetermined percentage of the
change in Value Created compared to the prior year ("Incremental Value
Created"). Each of such payments is made only if Value Created or Incremental
Value Created is positive.
In addition, each participant has a "bank", which helps determine a portion
of the annual bonus. The same percentages of Value Created and Incremental Value
Created which are paid at the end of the year are also put into the
participant's bank. The amounts put into the bank may be positive or negative
and the bank balance, as a whole, can become negative. At the end of each fiscal
year, one-third of the bank is paid out, if the bank is positive after
increasing or reducing it by the current year's Value Created and Incremental
Value percentages. The remaining balance in the bank is carried forward to the
subsequent year to help determine that year's incentive payment. The bank
balance is not vested and is not intended to represent incentive compensation
due to employees for past service. The bank is forfeited upon severance,
resignation, retirement, death or termination for any reason. It represents a
portion of future bonus potential.
Based upon the Company's financial performance, no incentive payments were
made under the VCIP in fiscal 1997.
ANNUAL INCENTIVES--THE MICP
For fiscal 1997, certain Company operating executives were paid bonuses
under the MICP. The MICP provided aggressive incentive compensation
opportunities for superior Company and business unit performance against
earnings per share and unit profit budgets, and total return to shareholder's
relative to the Peer Group. Specifically, key executives' incentive targets
ranged from 50% to 200% of base salary, depending on the nature of the position.
Actual annual bonuses ranged between 0% and 150% of the target amount based on
financial results and were eligible for an upward adjustment of 33% of the
calculated bonus if the Company's stock price performance places it in the top
quartile of total return to shareholders among the Peer Group.
In addition to the VCIP and MICP, the Committee reserves a separate fund
from which it can award discretionary bonuses to key executives, including the
Named Executives, either in the absence of or in addition to incentives paid
under the MICP and VCIP. The purpose of this fund is to allow the Committee to
recognize critical individual contributions to strategic needs of the Company
that may not be reflected in any one year's financial results. No awards were
made to the Named Executives from this fund for Fiscal Year 1997.
ANNUAL INCENTIVES--THE ESPP
In order to promote ownership of the Company's stock by key executives, the
Company maintains an Executive Stock Purchase Plan ("ESPP"). Under this program,
certain key executives may, at their option, have a portion of their bonuses
deposited into a bookkeeping account (the "Account") to purchase shares of the
Company's Common Stock at a 20% discount from the closing fair market value of
the Company's Common Stock on the date of deposit. Such shares are restricted
from sale for three years.
9
EQUITY-BASED INCENTIVES
The Company utilizes two equity-based, longer-term incentive programs: stock
options and performance accelerated restricted stock ("PARS"). It is anticipated
that grants of stock options will not be made more often than every two years
and grants of PARS every three years to key executives. Interim grants are made
for new executive appointments. During Fiscal Year 1997, an aggregate of 210,500
stock options and 16,000 PARS were granted to members of the Company's
management of which 192,500 stock options and no PARS were granted to the Named
Executives.
Stock options are granted at 100% of fair market value on the date of grant,
fully vest after three years from grant and expire 10 years after grant. PARS
are restricted from use or sale for seven years from grant, provided, however,
that if the Company's stock price appreciation and dividend payments, if any,
reach certain targeted goals, the restrictions can lapse as early as three years
(50%) and four years (50%) from the date of grant. Executives who resign from
the Company, or are terminated for cause before grants are vested, forfeit their
options and PARS.
Grants of stock options and PARS are based on the Stock Option Committee's
assessment of competitive practices, past award histories and recommendations
from the Company's Non-Executive Chairman of the Board and CEO.
CEO COMPENSATION
In determining Mr. McCarthy's compensation the Committee and Stock Option
Committee consider the Company's financial and non-financial performance, as
well as an analysis of Mr. McCarthy's total compensation in relation to CEOs in
the homebuilding industry.
Mr. McCarthy's base salary at the end of Fiscal Year 1997 was $425,000,
which the Company believes, was below the median salary level for CEOs in the
Peer Group based on publicly available data. In light of this salary
relationship and his leadership in positioning the Company for future growth and
profitability, the Committee granted Mr. McCarthy a salary increase of 4.7%
effective October 1997, raising his annual salary to $445,000, which the
Committee recognizes remains below the industry median salary for CEOs in the
Peer Group.
Under the VCIP, Mr. McCarthy receives 3% each of Value Created and
Incremental Value Created as a bonus and has the same percentage put into his
bank. In addition, Mr. McCarthy's opening bank was $810,000 upon entering the
VCIP at the beginning of Fiscal Year 1997. Based upon the Company's financial
performance in Fiscal Year 1997, Mr. McCarthy received no bonus under the VCIP
and his ending bank balance is negative $367,260.
Mr. McCarthy received 100,000 stock options and no PARS in September 1997.
This award was based on the Committee's assessment of competetive practices and
past award history regarding long-term compensation awards for the CEO.
TAX DEDUCTIBILITY OF COMPENSATION
It is the Committee's general policy to consider whether particular payments
and awards are deductible to the Company for Federal income tax purposes, along
with other factors which may be relevant in setting executive compensation
practices. Consistent with this policy and in response to the final Treasury
regulations regarding the deductibility of executive compensation under Section
162(m) of the
10
Internal Revenue Code, the Committee feels it has taken appropriate steps to
optimize deductibility and that no current payments are subject to the loss of
income tax deductions.
Brian C. Beazer
Thomas B. Howard, Jr.
George W. Mefferd
D.E. Mundell
Larry T. Solari
THE MEMBERS OF THE COMMITTEE
11
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and non-cash compensation for each
of the Company's last three fiscal years awarded to or earned by the Company's
Chief Executive Officer and four other most highly paid executive officers whose
salary and bonus earned in Fiscal Year 1997 for services rendered to the Company
exceeded $100,000.
LONG-TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------------- ------------------------------
OTHER RESTRICTED SECURITIES
NAME AND PRINCIPAL FISCAL ANNUAL STOCK UNDERLYING
POSITION (1) YEAR SALARY BONUS (2) COMPENSATION (3) AWARDS (4) OPTIONS (#)
- ------------------------------ ----------- --------- ----------- ------------------- --------------- -------------
Ian J. McCarthy:.............. 1997 $ 425,000 -- -- -- 100,000
President and Chief 1996 $405,000 $ 453,600 -- -- --
Executive Officer 1995 $296,061 $210,000 -- $ 379,500 41,000
James A. Moore:............... 1997 $ 230,000 -- -- -- --
Vice President and Chairmain 1996 $223,600 $ 49,280 -- $ 135,000 10,000
of the Process and Systems 1995 $190,621 $75,000 -- -- --
Advisory Board
David S. Weiss:............... 1997 $ 210,000 -- -- -- 50,000
Executive Vice President and 1996 $200,000 $ 224,000 -- -- --
Chief Financial Officer 1995 $165,151 $75,000 -- $ 138,000 15,000
John Skelton:................. 1997 $ 183,000 -- -- -- 22,500
Senior Vice President and 1996 $175,000 $ 108,500 -- -- --
Controller 1995 $175,000 $15,000 -- $ 92,000 9,000
Peter Simons:................. 1997 $ 170,000 -- -- -- 20,000
Vice President Corporate 1996 $160,000 $ 99,200 -- -- --
Development 1995 $140,833 $15,000 -- $ 80,500 8,000
PAYOUTS
-----------
NAME AND PRINCIPAL LTIP ALL OTHER
POSITION (1) PAYOUTS COMPENSATION (5)
- ------------------------------ ----------- -------------------
Ian J. McCarthy:.............. -- $ 4,500
President and Chief -- $4,500
Executive Officer -- $4,500
James A. Moore:............... -- $ 4,500
Vice President and Chairmain -- $4,500
of the Process and Systems -- $2,386
Advisory Board
David S. Weiss:............... -- $ 4,500
Executive Vice President and -- $4,500
Chief Financial Officer -- $4,500
John Skelton:................. -- $ 4,500
Senior Vice President and -- $4,500
Controller -- $4,500
Peter Simons:................. -- $ 4,500
Vice President Corporate -- $4,500
Development -- $4,500
- ------------------------
(1) In prior years, summary compensation information was presented for certain
operating managers of the Company. Beginning in Fiscal Year 1997,
information is presented only for executive officers.
(2) For Messrs. McCarthy, Moore, Weiss, Skelton and Simons, includes $133,400,
12,300, 56,000, 27,100 and 32,000, respectively, which was deposited into
the Account pursuant to the ESPP in 1996 and 52,500, 18,750 and 18,750 for
Messrs. McCarthy, Moore and Weiss, respectively, which was deposited into
the Account pursuant to the ESPP in 1995. The ESPP provides that a minimum
of 25% of certain executive's (including Messrs. McCarthy, Moore, Weiss,
Skelton and Simons) bonus awards, if any, would be deposited into the
Account, which would entitle such executives to receive restricted stock on
the third anniversary from the award date. Messrs. McCarthy, Moore, Weiss,
Skelton and Simons are entitled to receive 15,498, 2,460, 6,259, 2,359 and
2,783 shares of restricted stock, respectively relating to these awards.
(3) The aggregate amount of certain perquisites and other personal benefits
provided to each of the officers listed above did not exceed 10% of his
total annual salary and bonus in any of the years reported and so is not
required to be included in the table.
(4) Dollar value based on the closing price per share ($11.50-$16.875) of the
Company's unrestricted Common Stock on the award date. All shares of PARS
will vest unconditionally seven years from the grant date, but could vest
earlier if total return to stockholders of the Company exceeds 15% per year
over a rolling three year period.
(5) Represents matching contributions by the Company under its 401(k) plan.
12
STOCK OPTIONS
The following tables summarize option grants and exercises during Fiscal
Year 1997 to or by the executive officers named in the Summary Compensation
Table above, and the grant date present values of the options held by such
persons at the end of Fiscal Year 1997.
OPTION GRANTS IN FISCAL YEAR 1997 (1)
PERCENTAGE OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO EXERCISE OR GRANT DATE
UNDERLYING OPTIONS EMPLOYEES IN BASE PRESENT VALUE
NAME GRANTED FISCAL YEAR 1997 PRICE EXPIRATION DATE (2)
- ------------------------ ------------------ ----------------- --------------- --------------- ----------------
Ian J. McCarthy......... 100,000 47.5% $ 20.0625 9/18/07 $ 1,016,871
James A. Moore.......... -- -- -- -- --
David S. Weiss.......... 50,000 23.8 20.0625 9/18/07 508,436
John Skelton............ 22,500 10.7 20.0625 9/18/07 228,796
Peter Simons............ 20,000 9.5 20.0625 9/18/07 163,586
- ------------------------
(1) All such options were granted on September 18, 1997. No such option is
exercisable before September 18, 2000.
(2) Grant date present values were calculated using the Black-Scholes pricing
model. The model used by the Company employed the following assumptions: (i)
expected volatility of 39.29%; (ii) risk-free rate of return of 6.10%; (iii)
dividend yield of 0%; (iv) expected life of 6.5 years; and (v) an annual
forfeiture rate of 1.24%. No discount for nontransferability was applied.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997 AND VALUE AT END OF FISCAL YEAR
1997
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED IN-
UNEXERCISED OPTIONS HELD THE-MONEY
AT END OF FISCAL OPTIONS AT END OF FISCAL
YEAR 1997 YEAR 1997 (1)
SHARES ACQUIRED -------------------------- --------------------------
NAME ON EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------- ------------------- ------------------- ----------- ------------- ----------- -------------
Ian J. McCarthy................... -- -- 40,000 141,000 $ 87,500 $ 217,813
James A. Moore.................... -- -- -- -- -- 28,125
David S. Weiss.................... -- -- 25,000 90,000 54,688 79,688
John Skelton...................... -- -- 20,000 51,500 43,750 47,813
Peter Simons...................... -- -- -- 28,000 -- 42,500
- ------------------------
(1) Represents the difference between the closing price per share of Common
Stock on September 30, 1997 ($19.685) as reported by the NYSE and the
exercise price of the options.
13
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements (the "Employment
Agreements") with Messrs. McCarthy (President and Chief Executive Officer),
Weiss (Executive Vice President and Chief Financial Officer), Skelton (Senior
Vice President and Controller), and Simons (Vice President of Corporate
Development)(each , an "Executive"). With the exception of Mr. Simons'
Employment Agreement, which was entered into as of September 1, 1994, all
Employment Agreements were entered into as of March 2, 1994. Each of the
Employment Agreements was amended and restated as of March 31, 1995. The
Employment Agreements set forth the basic terms of employment for each
Executive, including base salary, bonus, and benefits, including benefits to
which each Executive is entitled if his employment is terminated for various
reasons.
Each Amended and Restated Employment Agreement was effective until September
30, 1996 (the "Initial Term"), but was automatically extended for a one-year
period and will be extended for successive one-year periods, unless earlier
terminated by the Company or the Executive or otherwise terminated in accordance
with the respective Employment Agreement. In addition, each Employment Agreement
contains certain non-competition and confidentiality provisions.
Each Employment Agreement provides that each Executive will be paid an
initial base salary, mutually agreed upon between the Company and the Executive,
which base salary may be adjusted by the Compensation Committee of the Company's
Board of Directors following the Initial Term based on the Executive's
performance, general cost of living increases, the salaries provided by
comparable businesses, the financial condition of the Company and other similar
factors. In addition, each Executive was eligible for an incentive bonus for
services rendered by such Executive under either the VCIP or MICP in Fiscal
1997. In addition, the respective Employment Agreements provide that each
Executive will be paid such additional compensation as may be provided under the
Company's benefit plans, including the Plan.
Generally, if an Executive's employment is terminated by the Company for
"cause" (as defined in the Employment Agreements) or as a result of the
Executive's incapacity or death, the Executive will be entitled to receive an
amount equal to his base salary through the effective date of termination, and
all other amounts to which the Executive may be entitled under his Employment
Agreement to the effective date of termination, including bonus amounts (for the
termination reasons described other than for "cause"), which will be prorated to
the date of termination.
In the event the Executive's employment is terminated for any other reason
(including without cause), and by reason of retirement, the Executive will be
entitled to receive an amount equal to his base salary for the remainder of the
term of his Employment Agreement then in effect, bonus amounts to which the
Executive would have been entitled under his Employment Agreement for the
remainder of the term of his Employment Agreements (subject to the prior
approval of the Compensation Committee of the Board of Directors), and all other
amounts to which the Executive may be entitled under his Employment Agreement to
the effective date of termination.
In July 1996, the Company and each of Messrs. McCarthy, Weiss, Skelton, and
Simons (each a "Designated Executive") entered into supplemental employment
agreements (the "Supplemental Employment Agreements") which supersede the terms
and provisions of each Designated Executive's Employment Agreement in the event
of a Change of Control (as defined in the Supplemental Employment Agreements).
The Supplemental Employment Agreements have a term of two years.
14
Pursuant to the Supplemental Employment Agreements, the Company will
continue to employ the Designated Executive for a period of two years from the
date the Change of Control occurs (the "Effective Date"). During this two-year
period, the Designated Executive will be entitled to receive an amount
approximating his most recent annual base salary ("Annual Base Salary"). In
addition, the Designated Executive shall be awarded an annual bonus at least
equal to the highest bonus for the last three years ("Annual Bonus").
If the Designated Executive's employment is terminated by the Designated
Executive for any reason other than a Good Reason (as defined in the
Supplemental Employment Agreements) or as a result of the Designated Executive's
death or disability, the Designated Executive will be entitled to receive an
amount equal to the portion of his Annual Base Salary and Annual Bonus accrued
through the effective date of termination and any deferred compensation
previously deferred (the "Accrued Obligations") and all other amounts to which
the Designated Executive may be entitled under his Supplemental Employment
Agreement.
If the Designated Executive's employment is terminated by the Company for
any reason other than for cause, as a result of the Designated Executive's death
or disability or by the Designated Executive for Good Reason, the Designated
Executive shall be entitled to receive an amount equal to the sum of (i) the
Accrued Obligations; (ii) the product of (A) a multiple ranging from 1.5 to 3.0
and (B) the sum of his Annual Base Salary and Annual Bonus; (iii)certain excess
pension benefits ; and (iv) all other amounts to which the Designated Executive
may be entitled under his Supplemental Employment Agreement. In addition, the
Company must provide the Designated Executive and his family certain benefits
for a three-year period following the effective date of termination.
15
COMPARATIVE STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total return on the Company's Common
Stock with the cumulative total return of the Standard and Poor's 500 Stock
Index and the Standard and Poor's Homebuilding Index for the period beginning
February 23, 1994 (the date on which the Common Stock commenced trading on the
NYSE) and including each fiscal year end date through September 30, 1997
(assuming the investment of $100 in each vehicle on February 23, 1994 and the
reinvestment of all dividends).
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
COMPARISON OF 43 MONTH CUMULATIVE TOTAL RETURN*
AMONG BEAZER HOMES USA, INC., THE S & P 500 INDEX AND THE S & P HOMEBUILDING INDEX
BEAZER HOMES USA, INC.
S & P 500
S & P HOMEBUILDING
*$100 INVESTED ON 2/23/94 IN STOCK OR ON 1/31/94 IN INDEX - INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR
ENDING SEPTEMBER 30.
COMPARISON OF 43 MONTH CUMULATIVE TOTAL RETURN*
AMONG BEAZER HOMES USA, INC., THE S & P 500 INDEX AND THE S & P HOMEBUILDING INDEX
2/23/94
BEAZER HOMES USA, INC. $100
S & P 500 $100
S & P HOMEBUILDING $100
*$100 INVESTED ON 2/23/94 IN STOCK OR ON 1/31/94 IN INDEX - INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR
ENDING SEPTEMBER 30.
COMPARISON OF 43 MONTH CUMULATIVE TOTAL RETURN*
AMONG BEAZER HOMES USA, INC., THE S & P 500 INDEX AND THE S & P HOMEBUILDING INDEX
9/94
BEAZER HOMES USA, INC. $84
S & P 500 $98
S & P HOMEBUILDING $57
*$100 INVESTED ON 2/23/94 IN STOCK OR ON 1/31/94 IN INDEX - INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR
ENDING SEPTEMBER 30.
COMPARISON OF 43 MONTH CUMULATIVE TOTAL RETURN*
AMONG BEAZER HOMES USA, INC., THE S & P 500 INDEX AND THE S & P HOMEBUILDING INDEX
9/95
BEAZER HOMES USA, INC. $96
S & P 500 $127
S & P HOMEBUILDING $69
*$100 INVESTED ON 2/23/94 IN STOCK OR ON 1/31/94 IN INDEX - INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR
ENDING SEPTEMBER 30.
COMPARISON OF 43 MONTH CUMULATIVE TOTAL RETURN*
AMONG BEAZER HOMES USA, INC., THE S & P 500 INDEX AND THE S & P HOMEBUILDING INDEX
9/96
BEAZER HOMES USA, INC. $82
S & P 500 $153
S & P HOMEBUILDING $71
*$100 INVESTED ON 2/23/94 IN STOCK OR ON 1/31/94 IN INDEX - INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR
ENDING SEPTEMBER 30.
COMPARISON OF 43 MONTH CUMULATIVE TOTAL RETURN*
AMONG BEAZER HOMES USA, INC., THE S & P 500 INDEX AND THE S & P HOMEBUILDING INDEX
9/97
BEAZER HOMES USA, INC. $113
S & P 500 $215
S & P HOMEBUILDING $107
*$100 INVESTED ON 2/23/94 IN STOCK OR ON 1/31/94 IN INDEX - INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR
ENDING SEPTEMBER 30.
16
INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors has
selected the firm of Deloitte & Touche LLP to serve as the Company's independent
auditor for the Fiscal Year ending September 30, 1998. Deloitte & Touche LLP
served as independent auditor for the Company's Fiscal year ended September 30,
1997. Representatives of Deloitte & Touche LLP will be present at the Annual
Meeting, will have an opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions from shareholders.
PROPOSALS FOR THE NEXT ANNUAL MEETING
Any proposal by a shareholder to be presented at the next annual meeting of
shareholders must be received at the Company's principal executive offices, 5775
Peachtree Dunwoody Road, Suite C-550, Atlanta, Georgia 30342, by not later than
September 1, 1998.
By Order of the Board of Directors,
/s/ Brian C. Beazer
NON-EXECUTIVE CHAIRMAN OF THE BOARD
Dated: December 26, 1997
17
PROXY
BEAZER HOMES USA, INC.
5775 Peachtree Dunwoody Road
Suite C-550
Atlanta, Georgia 30342
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having duly received the Notice of Annual Meeting and
Proxy Statement dated December 22, 1997, hereby appoints Ian J. McCarthy and
David S. Weiss (each with full power to act alone and with power of
substitution and revocation), to represent the undersigned and to vote, as
designated delow, all shares of Common Stock of Beazer Homes USA, Inc. which
the undersigned is entitled to vote at the Annual Meeting of Shareholders of
Beazer Homes USA, Inc. to be held at 9:00 a.m. on Thursday, February 5, 1998
at The Westin Atlanta North at Perimeter, 7 Concourse Parkway, Atlanta,
Georgia 30328 and at any adjournment or adjournments thereof.
SEE REVERSE
SIDE
Triangle FOLD AND DETACH HERE Triangle
BEAZER HOMES USA, INC.
ANNUAL MEETING OF SHAREOWNERS
FEBRUARY 5, 1998, 9:00 A.M.
THE WESTIN ATLANTA NORTH
AT PERIMETER
7 CONCOURSE PARKWAY
ATLANTA, GA 30328
/X/ VOTE AS IN THIS EXAMPLE
FOR WITHHOLD AUTHORITY
1. Election of Directors / / / /
NOMINEES FOR ELECTION AS DIRECTORS:
Brian C. Beazer, Ian J. McCarthy, George W. Mefferd,
D.E. Mundell, Larry T. Solari, David S. Weiss, Thomas B. Howard, Jr.
For, except vote withheld from the following nominee(s):
________________________________________________________
2. In their discretion, the proxies are authorized
to vote upon such other business as may
properly come before the meeting.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR Proposal 1.
PLEASE MARK, SIGN DATE AND RETURN THIS
PROXY CARD USING THE ENCLOSED ENVELOPE.
Please sign exactly as your name appears hereon. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name
by the President or other authorized officer
separately stating full name and title, if a
partnership please sign in partnership name by
authorized person.
______________________________________________________
______________________________________________________
SIGNATURE(S) DATE
Triangle FOLD AND DETACH HERE Triangle
IMPORTANT: PLEASE VOTE AND SIGN YOUR
PROXY AND RETURN IT IN THE ENVELOPE PROVIDED
