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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: August 8, 2002
BEAZER HOMES USA, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE (State or other jurisdiction of incorporation) |
001-12822 (Commission File Number) |
54-2086934 (IRS Employer Identification No.) |
5775 Peachtree Dunwoody Road, Suite B-200
Atlanta Georgia 30342
(Address of Principal Executive Offices)
(404) 250-3420
(Registrant's telephone number, including area code)
None
(Former name or former address, if changed since last report)
Item 7. Financial Statements and Exhibits
- (c)
- Exhibits
| Exhibit No. |
Description |
|
|---|---|---|
| 99.1 | Statement Under Oath of Ian J. McCarthy, Principal Executive Officer of Beazer Homes USA, Inc., Regarding Facts and Circumstances Relating to Exchange Act Filings. | |
99.2 |
Statement Under Oath of David S. Weiss, Principal Financial Officer of Beazer Homes USA, Inc., Regarding Facts and Circumstances Relating to Exchange Act Filings. |
|
99.3 |
Press release dated August 8, 2002. |
Item 9. Regulation FD Disclosure
On August 8, 2002, Beazer Homes USA, Inc. submitted to the Securities and Exchange Commission the Statements under Oath of Principal Executive Officer and Principal Financial Order in accordance with the SEC's June 27, 2002 Order requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Securities and Exchange Act of 1934. The submissions were announced in a press release issued by Beazer Homes USA, Inc., which is attached as Exhibit 99.3 to this report.
2
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: August 8, 2002 |
By: |
/s/ DAVID S. WEISS David S. Weiss Executive Vice President and Chief Financial Officer |
||
3
SIGNATURES
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Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Related to Exchange Act Filings
I, Ian J. McCarthy, state and attest that:
- (1)
- To
the best of my knowledge, based upon a review of the covered reports of Beazer Homes USA, Inc., and, except as corrected or supplemented in a subsequent covered report:
- •
- no
covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on
Form 8-K or definitive proxy materials, as of the date on which it was filed); and
- •
- no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).
- (2)
- I
have reviewed the contents of this statement with the Company's Audit Committee.
- (3)
- In
this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":
- •
- Annual
Report on Form 10-K for the fiscal year ended September 30, 2001 of Beazer Homes USA, Inc.;
- •
- all
reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Beazer Homes USA, Inc.
filed with the Commission subsequent to the filing of the Form 10-K identified above; and
- •
- any amendments to any of the foregoing.
| /s/ IAN J. MCCARTHY Name: Ian J. McCarthy Title: President and CEO |
||
August 8, 2002 |
||
State of Georgia County of Fulton |
Subscribed and sworn to before me this 8th day of August, 2002. |
|
/s/ TERESA ROSE DIETZ Notary Public |
||
My Commission Expires: 5/6/03 |
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Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Related to Exchange Act Filings
I, David S. Weiss, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of Beazer Homes USA, Inc., and, except as corrected or supplemented in a subsequent covered report:
- •
- no
covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on
Form 8-K or definitive proxy materials, as of the date on which it was filed); and
- •
- no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's Audit Committee.
(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":
- •
- Annual
Report on Form 10-K for the fiscal year ended September 30, 2001 of Beazer Homes USA, Inc.;
- •
- all
reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Beazer Homes USA, Inc.
filed with the Commission subsequent to the filing of the Form 10-K identified above; and
- •
- any amendments to any of the foregoing.
| /s/ DAVIS S. WEISS Name: David S. Weiss Title: Executive Vice President and CFO August 8, 2002 |
||
State of Georgia County of Fulton |
||
Subscribed and sworn to before me this 8th day of August, 2002. |
||
/s/ TERESA ROSE DIETZ Notary Public |
||
My Commission Expires: 5/6/03 |
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| Press Release For Immediate Release |
Beazer Homes USA, Inc. CEO and CFO File Sworn Statements Certifying
the Accuracy of Beazer's SEC Reports
Atlanta, Ga., August 8, 2002—Beazer Homes USA, Inc. (NYSE: BZH) (www.beazer.com), the nation's sixth-largest homebuilder, announced today that its President and Chief Executive Officer, Ian J. McCarthy, and its Executive Vice President and Chief Financial Officer, David S. Weiss, have each signed sworn statements and filed such statements with the United States Securities and Exchange Commission ("SEC"), pursuant to Commission Order No. 4-460, in the form prescribed by the SEC and without qualification. These certifications were filed in advance of the SEC mandated deadline of August 14, 2002.
These statements, under oath, serve to verify that, to the best of their knowledge, the Company's most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as all other filings with the SEC subsequent to the filing of the 10-K, do not contain any untrue statements of a material fact as of the ends of the periods covered by such reports, nor do such statements omit to state any material facts necessary to make the statements in the covered reports, in light of the circumstances under which they were made, not misleading. The statements have been reviewed with the Company's audit committee, comprised solely of independent directors.
Beazer Homes USA is one of 947 large public companies required by the SEC to file sworn statements of the CEO and CFO, affirming, to the best of their knowledge, the accuracy of these filings with the Commission. Copies of each of these companies' statements will be available for review on the Web site maintained by the SEC. In addition, Beazer's statements are available for viewing on its Web site at www.beazer.com.
Beazer Homes USA, Inc., based in Atlanta, Georgia, is one of the country's ten largest single-family homebuilders with operations in Arizona, California, Colorado, Florida, Georgia, Indiana, Kentucky, Maryland, Mississippi, Nevada, New Jersey, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas and Virginia. Beazer Homes also provides mortgage origination and title services to its homebuyers.
| Contact: | David S. Weiss, Executive Vice President and Chief Financial Officer (404) 250-3420 dweiss@beazer.com |
Beazer Homes USA, Inc. CEO and CFO File Sworn Statements Certifying the Accuracy of Beazer's SEC Reports