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: October 15, 2007
BEAZER
HOMES USA, INC.
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
001-12822
|
54-2086934
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
|
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
|
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
|
|
Item
8.01
|
Other
Events.
|
On
October 15, 2007, Beazer Homes USA, Inc. issued a press release which is
attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing
that it is soliciting consents from the Holders of its $1.525 billion of
outstanding Senior Notes and Senior Convertible Notes (the “Notes”) to approve
proposed amendments and a proposed waiver pursuant to the indentures under
which
the Notes were issued (the “Indentures”).
The
purpose of the consent solicitation is (i) to obtain the consents indicating
the
agreement of the Holders that the obligations of Beazer to deliver reports
or
information it would be required to file with the Securities and Exchange
Commission, including Forms 10-Q (the “SEC Reports”), pursuant to the delivery
covenants of the Indentures, arise only after those reports are
actually filed with the SEC; that the Indentures impose no requirement for
Beazer to file those reports with the SEC, to implement certain clarifying
amendments to the Indentures reflecting such agreement, and obtain a related
waiver (the “Proposed Waiver,”) and (ii) to adopt a covenant that obligates
Beazer after May 15, 2008 to file SEC Reports with the SEC and deliver them
to
the Trustees and Holders and provides for additional interest of 50 basis
points
per annum if Beazer fails to comply with such obligations on a timely
basis.
Holders
of the Notes are referred to Beazer’s Consent Solicitation Statement dated
October 15, 2007 and the accompanying Letter of Consent, which are being
mailed
to the Holders, for the detailed terms and conditions of the consent
solicitation.
The
record date for determining the Holders who are entitled to consent is October
5, 2007. The record date has been established pursuant to the
requirements of the Indentures. The consent solicitation
will expire at 5:00 p.m., New York City time, on October 24, 2007, unless
extended or earlier terminated (the “Consent Date”).
The
Company is offering a consent fee in cash for each $1,000 principal amount
of
Notes for which valid consents are received prior to the Consent Date equal
to
the product of $5.00 multiplied by a fraction, the numerator of which is
the
aggregate principal amount of the relevant series of Notes outstanding on
the
Consent Date, and the denominator of which is the aggregate principal amount
of
the relevant series of Notes as to which the Company has received and accepted
consents prior to the Consent Date, subject to the terms of the Consent
solicitation.
Beazer
has retained MacKenzie Partners, Inc. to serve as Information Agent and
Tabulation Agent for the consent solicitation. Requests for documents
should be directed to MacKenzie Partners, Inc. at (800) 322-2885 or (212)
929-5500. Beazer has also retained Citi, Wachovia Securities and RBS
Greenwich Capital as solicitation agents for the consent
solicitation. Questions concerning the terms of the consent
solicitation should be directed to Citi at (800) 558-3745 or (212) 723-6106;
to
Wachovia Securities at (866) 309-6316 or (704) 715-8341; or to RBS Greenwich
Capital at (877) 297-9832 or (203) 618-6145.
The
announcement is not an offer to purchase or sell, a solicitation of an offer
to
purchase or sell, or a solicitation of consents with respect to any securities.
The solicitation is being made solely pursuant to Beazer’s Consent Solicitation
Statement dated October 15, 2007 and the accompanying Letter of
Consent. Notwithstanding Beazer’s intention to seek waivers, no
assurance can be given that an event of default under the Indentures will
not
occur in the future.
|
Item
9.01
|
Financial
Statements and Exhibits
|
|
|
(d)
|
Exhibits | |
|
99.1
|
Press Release issued October 15, 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.
|
BEAZER
HOMES USA, INC.
|
||||
|
Date:
October 15, 2007
|
By:
|
/s/Allan
P. Merrill
|
||
|
Allan
P. Merrill
|
||||
|
Executive
Vice President and
|
||||
|
Chief
Financial Officer
|
||||
| Press Release | |
| For Immediate Release |
Beazer
Homes Commences Consent Solicitation from
Holders
of Senior Notes and Senior Convertible Notes
ATLANTA,
October 15, 2007 -- Beazer Homes USA, Inc. (NYSE: BZH)
(www.beazer.com) announced today that it is soliciting consents from the
Holders of its $1.525 billion of outstanding Senior Notes and Senior Convertible
Notes (the “Notes”) to approve proposed amendments and a proposed waiver
pursuant to the indentures under which the Notes were issued (the
“Indentures”).
The
purpose of the consent solicitation is (i) to obtain the consents indicating
the
agreement of the Holders that the obligations of Beazer to deliver reports
or
information it would be required to file with the Securities and Exchange
Commission, including Forms 10-Q (the “SEC Reports”), pursuant to the delivery
covenants of the Indentures, arise only after those reports are
actually filed with the SEC; that the Indentures impose no requirement for
Beazer to file those reports with the SEC, to implement certain clarifying
amendments to the Indentures reflecting such agreement, and obtain a related
waiver (the “Proposed Waiver,”) and (ii) to adopt a covenant that obligates
Beazer after May 15, 2008 to file SEC Reports with the SEC and deliver them
to
the Trustees and Holders and provides for additional interest of 50 basis points
per annum if Beazer fails to comply with such obligations on a timely
basis.
Holders
of the Notes are referred to Beazer’s Consent Solicitation Statement dated
October 15, 2007 and the accompanying Letter of Consent, which are being mailed
to the Holders, for the detailed terms and conditions of the consent
solicitation.
The
record date for determining the Holders who are entitled to consent is October
5, 2007. The record date has been established pursuant to the
requirements of the Indentures. The consent solicitation
will expire at 5:00 p.m., New York City time, on October 24, 2007, unless
extended or earlier terminated (the “Consent Date”).
The
Company is offering a consent fee in cash for each $1,000 principal amount
of
Notes for which valid consents are received prior to the Consent Date equal
to
the product of $5.00 multiplied by a fraction, the numerator of which is the
aggregate principal amount of the relevant series of Notes outstanding on the
Consent Date, and the denominator of which is the aggregate principal amount
of
the relevant series of Notes as to which the Company has received and accepted
consents prior to the Consent Date, subject to the terms of the Consent
solicitation.
As
previously disclosed, the Company’s delay in filing its Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2007 is the result of an
independent internal investigation by the Audit Committee of the Company’s Board
of Directors. On October 11, 2007, the Company announced that the
Audit Committee has determined that it will be necessary for the Company to
restate its financial statements relating to fiscal years 2004 through 2006
and
the interim periods of fiscal 2006 and fiscal 2007. The restatement is also
expected to impact the financial results for fiscal years 1999 through 2003
and
the Company expects that it will reflect the impact of financial results for
these prior years as a part of the opening balances in the financial statements
for the restatement period.
The
Company is working expeditiously to complete the restatements as soon as
practical. 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,
and the expected restatement please refer to the Company’s August 15, 2007 and
October 11, 2007 Form 8-K Current Reports.
The
Company does not believe that it is in default under the indentures governing
its outstanding Notes. The indentures do 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 the
notices of default under the indentures previously delivered by the trustee
under the indentures are invalid and without merit.
Beazer
has retained MacKenzie Partners, Inc. to serve as Information Agent and
Tabulation Agent for the consent solicitation. Requests for documents
should be directed to MacKenzie Partners, Inc. at (800) 322-2885 or (212)
929-5500. Beazer has also retained Citi, Wachovia Securities and RBS
Greenwich Capital as solicitation agents for the consent
solicitation. Questions concerning the terms of the consent
solicitation should be directed to Citi at (800) 558-3745 or (212) 723-6106;
to
Wachovia Securities at (866) 309-6316 or (704) 715-8341; or to RBS Greenwich
Capital at (877) 297-9832 or (203) 618-6145.
This
announcement is not an offer to purchase or sell, a solicitation of an offer
to
purchase or sell, or a solicitation of consents with respect to any securities.
The solicitation is being made solely pursuant to Beazer’s Consent Solicitation
Statement dated October 15, 2007 and the accompanying Letter of
Consent. Notwithstanding Beazer’s intention to seek waivers, no
assurance can be given that an event of default under the Indentures will not
occur in the future.
About
Beazer Homes USA, Inc.
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, 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. Forward-Looking
Statements include, but are not limited to, statements regarding the expected
materiality, significance and quantitative effects of the restatement, and
any
anticipated conclusions of the Company, its Audit Committee and management
with
respect to the Audit Committee’s investigation and the
restatement. 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, (i) the risk
that
additional information may arise from the final conclusions of the Audit
Committee’s investigation, the preparation of the Company’s restated financial
statements, including the audit by our independent auditors, or other subsequent
events that would require us to make additional adjustments; (ii) the risk
that
additional issues or matters may arise from the pending United States Attorney
and the SEC investigations, including as a result of the matters described
in
this press release, and the timing, final outcome and consequences of these
proceedings; (iii) the timing, final outcome and consequences of the putative
class action lawsuits, derivative claims and similar proceedings, including
the
risk that additional lawsuits, claims or proceedings may arise as a result
of
the matters described in this press release and that the Company could be
subject to significant legal judgments, fines, penalties, settlements or
sanctions resulting therefrom; (iv) the timing, final outcome and consequences
of the pending actions by the Company against the trustees under the indentures
governing Beazer’s outstanding senior notes and convertible senior notes,
including the risk that the Court determines that as a result of the Company’s
failure to timely file its Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2007, a default exists under the indentures governing
our
outstanding debt securities allowing the trustees or the requisite bondholders
to accelerate the repayment of such debt securities and the lenders under the
revolving credit facility and the secured credit facilities to accelerate the
repayment of all amounts outstanding thereunder; (v) any adverse effect on
the
Company’s business and the market price of its securities arising from the
continuing negative publicity related to the restatement; (vi) any breach by
the
Company of the continued listing requirements of the New York Stock Exchange
causing the New York Stock Exchange to initiate suspension or delisting
procedures; and (vii) the risk that the Company’s credit ratings may be
adversely affected due to the restatement of financial statements announced
in
this press release.
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
|