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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Rule 13d-101
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Beazer Homes USA Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
07556Q105
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(CUSIP Number)
General Counsel
Neuberger Berman, LLC
605 Third Avenue
New York, NY 10158
(212) 476-9000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
08/09/2007
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* 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).
Page 1 of 4 Pages
CUSIP No. 07556Q105
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(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Schwartz, Marvin C.
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(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
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(3) SEC use only.
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(4) Source of funds (see instructions).
PF
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(5) Check if disclosure of legal proceedings is required pursuant to Items |_|
2(d) or 2(e).
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(6) Citizenship or place of organization.
New York
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Number of shares beneficially owned by each reporting person with:
(7) Sole voting power:
282,000
(8) Shared voting power:
0
(9) Sole dispositive power:
282,000
(10) Shared dispositive power:
1,301,711
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(11) Aggregate amount beneficially owned by each reporting person.
1,583,711
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(12) Check if the aggregate amount in Row (11) excludes certain shares |_|
(see instructions).
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(13) Percent of class represented by amount in Row (11).
4.05%
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(14) Type of reporting person (see instructions).
IN
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Page 2 of 4 Pages
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") relates to
the Common Stock of the Company. The Company's principal executive
office is located at 5775 Peachtree Dunwoody Road, Suite B 200,
Atlanta, GA 30342.
Item 2. Identity and Background.
(a) This Amendment No. 1 is being filed on behalf of Marvin C.
Schwartz, a New York citizen ("Mr. Schwartz" or the "Reporting
Person"), who manages in his personal capacity and not in his
capacity as an employee of Neuberger Berman, LLC, certain
investment accounts and trusts established for his benefit or for
the benefit of his family (the "Accounts").
(b) The business address of Mr. Schwartz is c/o Neuberger Berman,
LLC, 605 Third Avenue, New York, NY 10158.
(c) Mr. Schwartz is a Managing Director of Neuberger Berman, LLC,
a limited liability company organized under the laws of the State
of Delaware. Neuberger Berman, LLC is a registered broker dealer
and registered investment adviser which conducts a general
brokerage, dealer and investment advisory business. This filing
is made by Mr. Schwartz individually and not in his capacity as
Managing Director of Neuberger Berman, LLC. The Shares are held
individually by Mr. Schwartz and his family. The firm of
Neuberger Berman, LLC has no voting or dispositive power regarding
these shares.
(d) During the last five years, Mr. Schwartz has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, Mr. Schwartz has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Schwartz is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated by deleting the first
paragraph of the text thereof and replacing it with the following:
Mr. Schwartz expended an aggregate of approximately $18,517,431.00,
including transaction costs, of the Accounts' funds to acquire the
1,583,711 shares of Common Stock as to which he is deemed to have
beneficial ownership.
Mr. Schwartz frequently effects purchases of securities through
margin accounts maintained for the Accounts with Neuberger Berman,
LLC, which may extend margin credit to the Accounts as and when
required to open or carry positions in the margin accounts, subject
to applicable Federal margin regulations, stock exchange rules and
the firm's credit policies. In such instances, the positions held in
the margin accounts are pledged as collateral security for the
repayment of debit balances in the accounts.
Item 4. Purpose of Transaction.
Mr. Schwartz is an investment professional. In that capacity, he
intends to continually review the Company's business affairs,
financial position, and future prospects, as well as conditions in
the securities markets and general economic and industry conditions.
Based on such evaluation, review and other factors, he may purchase
additional Shares and, alternatively, may sell Shares in the open
market or in privately negotiated transactions.
Except as set forth above, Mr. Schwartz does not presently have any
plans or proposals that relate to or would result in any of the
actions required to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Amendment Schedule 13D, Mr. Schwartz
beneficially owns 1,583,711 shares of Common Stock (the "Shares").
The Shares represent 4.05% of the 39,102,650 shares of Common
Stock, par value $0.01 per share, issued and outstanding as of
April 20, 2006, as reflected in the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 30, 2007, filed on
April 26, 2007. None of the individual Accounts owns a number of
shares of Common Stock equal to or greater than 5% of such total
Common Stock outstanding.
(b) Items 5(a), 5(b) and 5(c) are hereby amended and restated by
deleting the entirety of the text thereof and replacing it with
the following: Mr. Schwartz shares voting and dispositive power
over 1,301,711 of the 1,583,711 Shares of Common Stock held
directly by the Accounts. Mr. Schwartz has sole voting and
dispositive power over the remaining 282,000 Shares.
(c) The transactions in the Shares that may be deemed to be
beneficially owned by the Reporting Person commencing 60 days
prior to the event triggering the filing of this Schedule 13D are
set forth on Schedule A attached hereto.
SCHEDULE A
Transactions by the Accounts commencing sixty days prior to the
triggering event:
Date Type Amount Sold Price
7/02/07 Common 30,000 24.4515
7/03/07 Common 30,000 23.5836
7/26/07 Common 77,100 16.3025
8/09/07 Common 50,000 16.6162
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Page 3 of 4 Pages
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.
Date: 08/10/2007 /s/ Marvin C. Schwartz
Name: Marvin C. Schwartz
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: Provided, however, That a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION--Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001). (Secs. 13(d), 13(g), 14(d), 23, 48
Stat. 894, 895, 901; sec. 8, 49 Stat. 1379; sec. 203(a), 49 Stat. 704; sec. 10,
78 Stat. 88a; Secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497;
sec. 18, 89 Stat. 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; 15 U.S.C.
78m(d), 78m(g), 78n(d), 78w) [44 FR 2145, Jan. 9, 1979; 44 FR 11751, Mar. 2,
1979; 44 FR 70340, Dec. 6, 1979; 47 FR 11466, Mar. 16, 1982; 61 FR 49959, Sept.
24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287,
Mar. 31, 1998]
Page 4 of 4 Pages