UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report: September 7, 2007
BEAZER
HOMES USA, INC.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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001-12822
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54-2086934
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1000
Abernathy Road, Suite 1200
Atlanta
Georgia 30328
(Address
of Principal
Executive
Offices)
(770)
829-3700
(Registrant's
telephone number, including area code)
None
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
8.01.
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Other
Events.
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Beazer
Homes USA, Inc. announced today that on September 7, 2007 it received
a
purported default notice from U.S. Bank National Association, the trustee
under
the indenture governing Beazer’s outstanding 4 5/8% Convertible Senior Notes due
2024. The notice alleges that, by reference to the Trust Indenture
Act, the
Company is in default under the indenture because it has not yet filed
with the
Securities and Exchange Commission and delivered to the trustee its
Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2007. The
notice
further alleges that these defaults will become events of default under
the
indentures if not remedied within 60 days.
The
Company does not believe that it is in default under the indenture
governing its
outstanding convertible senior notes. The indenture does not contain
an express
financial reporting covenant requiring that Beazer file periodic reports
with
the SEC or deliver to the trustee copies of Beazer’s SEC reports within any
prescribed time period. Therefore, the Company believes that this notice
of
default is invalid and without merit, as are the other notices of default
previously delivered by the trustee.
Beazer
has today filed an Amended Complaint For Declaratory Judgment And Injunctive
Relief in an action pending in the United States District Court for
the Northern
District of Georgia, Atlanta Division against the trustees under the
applicable
indentures. Beazer is seeking, among other relief, a declaration from
the court
against the trustees that the delay in filing with the SEC Beazer’s
Form 10-Q for the third quarter does not constitute a default under the
applicable indentures and that the delay will not give rise to any
right of
acceleration on the part of the holders of the senior notes.
As
previously disclosed in the Company’s August 15, 2007 Form 8-K Current Report,
the Company’s delay in filing its third quarter Form 10-Q is the result of a
continuing independent internal investigation by the Audit Committee
of the
Company’s Board of Directors. The Company’s Audit Committee and its independent
counsel are working expeditiously to complete the internal investigation
as soon
as practicable. For a further explanation of the investigation and
related
matters, including certain risks related to the alleged defaults under
the
indentures governing the Company’s senior notes and convertible senior notes,
please refer to the Company’s August 15, 2007 Form 8-K Current
Report.
A
copy of
a press release issued today announcing receipt of the purported
notice is
attached hereto as exhibit 99.1 and is incorporated into this Item
by
reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
99.1
Press release issued on September 10, 2007.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BEAZER
HOMES USA, INC.
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| Date: September 10, 2007 | By: | /s/Allan P. Merrill | ||
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Allan
P. Merrill
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Executive Vice President and
Chief Financial
Officer
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Exhibit
99.1
Press
Release
For
Immediate
Release
Beazer
Homes Receives
Purported Notice of Default Related to its Convertible Senior Notes
The
Company does not believe that it is in default under the indenture governing
its
outstanding convertible senior notes. The indenture does not contain an
express financial reporting covenant requiring that Beazer file periodic
reports with the SEC or deliver to the trustee copies of Beazer’s SEC reports
within any prescribed time period. Therefore, the Company believes that
this
notice of default is invalid and without merit, as are the other notices
of
default previously delivered by the trustee.
Beazer
has today filed an Amended Complaint For Declaratory Judgment And Injunctive
Relief in an action pending in the United States District Court for the
Northern
District of Georgia, Atlanta Division against the trustees under the applicable
indentures. Beazer is seeking, among other relief, a declaration from the
court
against the trustees that the delay in filing with the SEC Beazer’s
Form 10-Q for the third quarter does not constitute a default under the
applicable indentures and that the delay will not give rise to any right
of
acceleration on the part of the holders of the senior notes.
As
previously disclosed in the Company’s August 15, 2007 Form 8-K Current Report,
the Company’s delay in filing its third quarter Form 10-Q is the result of a
continuing independent internal investigation by the Audit Committee of
the
Company’s Board of Directors. The Company’s Audit Committee and its independent
counsel are working expeditiously to complete the internal investigation
as soon
as practicable. For a further explanation of the investigation and related
matters, including certain risks related to the alleged defaults under
the
indentures governing the Company’s senior notes and convertible senior notes,
please refer to the Company’s August 15, 2007 Form 8-K Current
Report.
Beazer Homes USA, Inc., headquartered in Atlanta, is one of the country's ten largest single-family homebuilders with operations in Arizona, California, Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and West Virginia and also provides mortgage origination and title services to its homebuyers. Beazer Homes, a Fortune 500 Company, is listed on the New York Stock Exchange under the ticker symbol "BZH."
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of
the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements represent our expectations or beliefs concerning future events,
and
it is possible that the results described in this press release will not
be
achieved. These forward-looking statements can generally be identified
by the
use of statements that include words such as “estimate,” “project,” “believe,”
“expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “goal,”
“target” or other similar words or phrases. These forward-looking statements are
subject to risks, uncertainties and other factors, many of which are outside
of
our control, that could cause actual results to differ materially from
the
results discussed in the forward-looking statements, including, among other
things, the timing, final outcome and consequences of the pending action
by
Beazer against the trustee under the indentures governing Beazer’s outstanding
senior notes and convertible senior notes and the pending United States
Attorney
inquiry, SEC investigation, independent internal investigation and putative
class action lawsuits, derivative claims and similar proceedings.
Any
forward-looking statement speaks only as of the date on which such statement
is
made, and, except as required by law, we do not undertake any obligation
to
update or revise any forward-looking statement, whether as a result of
new
information, future events or otherwise. New factors emerge from time to
time
and it is not possible for management to predict all such factors.
Contact:
Leslie
H.
Kratcoski
Vice
President, Investor Relations & Corporate Communications
(770)
829-3700
lkratcos@beazer.com