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: October 23, 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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On
October 23, 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 has extended until 5:00 p.m. New York City time, on October 26,
2007
(the “Consent Date”) the previously announced solicitation of 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”).
Beazer
has changed the Proposed Amendments to the Indentures by withdrawing
the
previously proposed amendments and proposing the following:
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1.
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an
amendment to the definition of Permitted Liens that would restrict
the
ability of the Company to secure additional debt in excess
of $700,000,000
until the Company has four consecutive fiscal quarters with
a Consolidated
Fixed Charge Coverage Ratio of at least 2.0 to 1.0, after which
time the
limit will revert to the existing level of 40% of Consolidated
Tangible
Assets; and
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2.
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an
amendment to the definition of Permitted Investments that would
enable the
Company to invest up to $50,000,000 in joint ventures or unrestricted
subsidiaries.
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No
other
amendments to the Indentures will be made.
Beazer
is
also seeking the previously announced Proposed Waiver of any and all
defaults
under the Indentures that may have occurred or may occur on or prior
to May 15,
2008 due to Beazer’s failure to file or deliver reports or other information it
would be required to file with the Securities and Exchange
Commission.
The
Company has also increased the
consent fee. Subject to the
terms of the Consent
Solicitation,
for each $1,000 principal
amount of Notes,
the Consent Fee is the product
of $12.50 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 a cap equal to
the maximum Consent Fee
that would not cause a “significant
modification” of the Notes for U.S. federal income tax purposes, as determined
in the good faith discretion of Beazer. Holders as of the
record
date, October 5, 2007, are eligible
to receive the consent fee for Notes they held as of that
date.
These
amended terms of the consent solicitation are more fully described in
the
Supplement to the Consent Solicitation Statement dated October 23,
2007. Except as described above, all terms and conditions of the
consent solicitation remain unchanged and in full force and
effect. Holders of the Notes who have already properly delivered
their consents with respect to any series of Notes do not need to deliver
new
consents. Consents (whether previously or hereafter delivered) may
only be revoked in the manner described in the Consent Solicitation
Statement.
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, as supplemental by the Supplement to
the
Consent Solicitation dated October 23, 2007 and the accompanying Amended
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.
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Item
9.01
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Financial
Statements and Exhibits
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| (d) | Exhibits |
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99.1
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Press
Release issued October 23,
2007.
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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: October 24, 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
Extends and Amends Consent Solicitation from
Holders
of Senior Notes and Senior Convertible Notes
ATLANTA,
October 23, 2007 -- Beazer Homes USA, Inc. (NYSE: BZH)
(www.beazer.com) announced today that it has extended until 5:00 p.m. New
York City time, on October 26, 2007 (the “Consent Date”) the previously
announced solicitation of 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”).
Beazer
has changed the Proposed Amendments to the Indentures by withdrawing the
previously proposed amendments and proposing the following:
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1.
|
an
amendment to the definition of Permitted Liens that would restrict
the
ability of the Company to secure additional debt in excess of $700,000,000
until the Company has four consecutive fiscal quarters with a Consolidated
Fixed Charge Coverage Ratio of at least 2.0 to 1.0, after which
time the
limit will revert to the existing level of 40% of Consolidated
Tangible
Assets; and
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2.
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an
amendment to the definition of Permitted Investments that would
enable the
Company to invest up to $50,000,000 in joint ventures or unrestricted
subsidiaries.
|
No
other
amendments to the Indentures will be made.
Beazer
is
also seeking the previously announced Proposed Waiver of any and all defaults
under the Indentures that may have occurred or may occur on or prior to May
15,
2008 due to Beazer’s failure to file or deliver reports or other information it
would be required to file with the Securities and Exchange
Commission.
As
previously announced, the Company does not believe that it is in default
under
the Indentures governing the 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.
The
Company has also increased the
consent fee. Subject to the
terms of the Consent
Solicitation,
for each $1,000 principal
amount of Notes,
the Consent Fee is the product of $12.50
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 a cap equal to
the maximum Consent Fee
that would not cause a “significant
modification” of the Notes for U.S. federal income tax purposes, as determined
in the good faith discretion of Beazer. Holders as of the
record
date, October 5, 2007, are eligible
to receive the consent fee for Notes they held as of that
date.
These
amended terms of the consent solicitation are more fully described in the
Supplement to the Consent Solicitation Statement dated October 23,
2007. Except as described above, all terms and conditions of the
consent solicitation remain unchanged and in full force and
effect. Holders of the Notes who have already properly delivered
their consents with respect to any series of Notes do not need to deliver
new
consents. Consents (whether previously or hereafter delivered) may
only be revoked in the manner described in the Consent Solicitation
Statement.
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, as supplemental by the Supplement to the
Consent Solicitation dated October 23, 2007 and the accompanying Amended
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. 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;
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(ii)
the
risk that additional issues or matters may arise from the pending United
States
Attorney and the SEC investigations, or that additional governmental proceedings
may arise as a result of the matters subject to the Audit Committee’s
investigation or additional issues or matters, and the timing, final outcome
and
consequences of these proceedings, including the risk that a settlement of
these
proceedings may not be achievable without the payment of significant fines
or
penalties or the incurrence of significant sanctions; (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 subject to the
Audit
Committee’s investigation 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 the 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
the
Company’s 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 the Company’s financial
statements.
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.
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Contact:
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Leslie
H. Kratcoski
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Vice
President, Investor Relations & Corporate
Communications
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(770)
829-3700
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lkratcos@beazer.com
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