-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NqfCX2cvw2IKUGOM8JaotIs1T2QZIj1wIitJC67t9MrVxIHdcjZLdqjktX2yvCbL PHHEvKPADGhrkYvsQaCvFQ== 0000902664-10-003385.txt : 20101021 0000902664-10-003385.hdr.sgml : 20101021 20101021105541 ACCESSION NUMBER: 0000902664-10-003385 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101021 DATE AS OF CHANGE: 20101021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADAGE CAPITAL PARTNERS GP LLC CENTRAL INDEX KEY: 0001165408 IRS NUMBER: 043574590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178672800 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEACON ROOFING SUPPLY INC CENTRAL INDEX KEY: 0001124941 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80234 FILM NUMBER: 101134378 BUSINESS ADDRESS: STREET 1: ONE LAKELAND PARK DRIVE CITY: PEABODY STATE: MA ZIP: 01960 BUSINESS PHONE: 978-535-7668 MAIL ADDRESS: STREET 1: ONE LAKELAND PARK DRIVE CITY: PEABODY STATE: MA ZIP: 01960 SC 13G 1 p10-1769sc13g.htm BEACON ROOFING SUPPLY, INC. p10-1769sc13g.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G*
(Rule 13d-102)
 
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
 
(Amendment No.   )*
 
Beacon Roofing Supply, Inc.
(Name of Issuer)
 
Common Stock, $.01 par value per share
(Title of Class of Securities)
 
073685109
(CUSIP Number)
 
October 12, 2010
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
 
¨
Rule 13d-1(b)
 
x
Rule 13d-1(c)
 
¨
Rule 13d-1(d)
 
(Page 1 of 12 Pages)

______________________________
*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 the disclosures provided in a prior cover page.
 
The information required in 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).
 

 
 

 
CUSIP No.  073685109
 
13G
Page 2 of 12 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Adage Capital Partners, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
 
6
SHARED VOTING POWER
2,310,536
 
7
SOLE DISPOSITIVE POWER
-0-
 
8
SHARED DISPOSITIVE POWER
2,310,536
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,310,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.06%
 
12
TYPE OF REPORTING PERSON**
PN
 

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 

 
CUSIP No.  073685109
 
13G
Page 3 of 12 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Adage Capital Partners GP, L.L.C.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
 
6
SHARED VOTING POWER
2,310,536
 
7
SOLE DISPOSITIVE POWER
-0-
 
8
SHARED DISPOSITIVE POWER
2,310,536
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,310,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.06%
 
12
TYPE OF REPORTING PERSON**
OO
 

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 


 
 

 
CUSIP No.  073685109
 
13G
Page 4 of 12 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Adage Capital Advisors, L.L.C.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
 
6
SHARED VOTING POWER
2,310,536
 
7
SOLE DISPOSITIVE POWER
-0-
 
8
SHARED DISPOSITIVE POWER
2,310,536
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,310,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.06%
 
12
TYPE OF REPORTING PERSON**
OO
 

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 
 

 
CUSIP No.  073685109
 
13G
Page 5 of 12 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Robert Atchinson
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
2,310,536
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
2,310,536
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,310,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.06%
 
12
TYPE OF REPORTING PERSON**
IN
 

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 
 

 
CUSIP No.  073685109
 
13G
Page 6 of 12 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Phillip Gross
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
 
6
SHARED VOTING POWER
2,310,536
 
7
SOLE DISPOSITIVE POWER
-0-
 
8
SHARED DISPOSITIVE POWER
2,310,536
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,310,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES**
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.06%
 
12
TYPE OF REPORTING PERSON**
IN
 

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 
 

 
CUSIP No.  073685109
 
13G
Page 7 of 12 Pages



Item 1 (a).
NAME OF ISSUER.
   
 
The name of the issuer is Beacon Roofing Supply, Inc. (the “Company”).

Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
The Company’s principal executive offices are located at One Lakeland Park Drive, Peabody, Massachusetts 01960.

Item 2 (a).
NAME OF PERSON FILING:

 
This statement is filed by:
   
 
(i)
Adage Capital Partners, L.P., a Delaware limited partnership ("ACP") with respect to the shares of Common Stock directly owned by it;
   
 
(ii)
Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), as general partner of ACP with respect to the shares of Common Stock directly owned by ACP;
     
 
(iii)
Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), as managing member of ACPGP, general partner of ACP, with respect to the shares of Common Stock directly owned by ACP;
     
 
(iv)
Robert Atchinson ("Mr. Atchinson"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Common Stock directly owned by ACP; and
     
 
(v)
Phillip Gross ("Mr. Gross"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Common Stock directly owned by ACP.
     
   
 
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd floor, Boston, Massachusetts 02116.

Item 2(c).
CITIZENSHIP:

 
ACP is a limited partnership organized under the laws of the State of Delaware.  ACPGP and ACA are limited liability companies organized under the laws of the State of Delaware.  Messrs. Gross and Atchinson are citizens of the United States.


 
 

 
CUSIP No.  073685109
 
13G
Page 8 of 12 Pages



Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, $.01 par value per share (the "Common Stock")

Item 2(e).
CUSIP NUMBER:
   
 
073685109

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act,
       
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act,
       
 
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act,
       
 
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act of 1940,
       
 
(e)
¨
Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
       
 
(f)
¨
Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F),
       
 
(g)
¨
Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G),
       
 
(h)
¨
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
       
 
(i)
¨
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
       
 
(j)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 
If this statement is filed pursuant to Rule 13d-1(c), check this box:  x

Item 4.
OWNERSHIP.

 
A.
Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C.
     
(a)
Amount beneficially owned:  2,310,536
     
(b)
Percent of class: 5.06%.  The percentages used herein and in the rest of Item 4 are calculated based upon the 45,648,939 shares of Common Stock issued and outstanding as of August 1, 2010 as reported in the Form 10-Q for the quarterly period ended June 30, 2010 filed by the Company on August 5, 2010.
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  2,310,536
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition of:  2,310,536
 
 

 
 

 
CUSIP No.  073685109
 
13G
Page 9 of 12 Pages


 
ACP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, ACPGP.  ACA, as managing member of ACPGP, directs ACPGP's operations. Neither ACPGP nor ACA directly own any shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the "Act"), ACPGP and ACA may be deemed to beneficially own the shares owned by ACP.
 
 
B.
Robert Atchinson and Phillip Gross
     
(a)
Amount beneficially owned:  2,310,536
     
(b)
Percent of class:  5.06%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  2,310,536
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  2,310,536

Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Common Stock beneficially owned by ACP.  Neither Mr. Atchinson nor Mr. Gross directly own any shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by ACP.

Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not applicable.

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
ACPGP, the general partner of ACP, has the power to direct the affairs of ACP, including decisions respecting the disposition of the proceeds from the sale of Common Stock.  Messrs. Atchinson and Gross are the Managing Members of ACA, the managing member of ACPGP, and in that capacity direct ACPGP's operations.

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not applicable.

Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
Not applicable.

Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not applicable.

Item 10.
CERTIFICATION.

 
Each of the Reporting Persons hereby makes the following certification:
   
 
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
 

 
CUSIP No.  073685109
 
13G
Page 10 of 12 Pages



SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  October 21, 2010

 
ADAGE CAPITAL PARTNERS, L.P.
   
 
By:
Adage Capital Partners GP, L.L.C.,
   
its general partner
   
 
By:
Adage Capital Advisors, L.L.C.,
   
its managing member
   
 
/s/ Robert Atchinson
 
Name:  Robert Atchinson
 
Title:    Managing Member
   
   
 
ADAGE CAPITAL PARTNERS GP, L.L.C.
 
By:
Adage Capital Advisors, L.L.C.,
   
its managing member
   
 
/s/ Robert Atchinson
 
Name:  Robert Atchinson
 
Title:    Managing Member
   
   
 
ADAGE CAPITAL ADVISORS, L.L.C.
   
 
/s/ Robert Atchinson
 
Name:  Robert Atchinson
 
Title:    Managing Member
   
   
 
ROBERT ATCHINSON
   
 
/s/ Robert Atchinson
 
Robert Atchinson, individually
   
   
 
PHILLIP GROSS
   
 
/s/ Phillip Gross
 
Phillip Gross, individually


 
 

 
CUSIP No.  073685109
 
13G
Page 11 of 12 Pages



EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
DATED:  October 21, 2010


 
ADAGE CAPITAL PARTNERS, L.P.
   
 
By:
Adage Capital Partners GP, L.L.C.,
   
its general partner
   
 
By:
Adage Capital Advisors, L.L.C.,
   
its managing member
   
 
/s/ Robert Atchinson
 
Name:  Robert Atchinson
 
Title:    Managing Member
   
   
 
ADAGE CAPITAL PARTNERS GP, L.L.C.
 
By:
Adage Capital Advisors, L.L.C.,
   
its managing member
   
 
/s/ Robert Atchinson
 
Name:  Robert Atchinson
 
Title:    Managing Member
   
   
 
ADAGE CAPITAL ADVISORS, L.L.C.
   
 
/s/ Robert Atchinson
 
Name:  Robert Atchinson
 
Title:    Managing Member


 
 

 
CUSIP No.  073685109
 
13G
Page 12 of 12 Pages



 
ROBERT ATCHINSON
   
 
/s/ Robert Atchinson
 
Robert Atchinson, individually
   
   
 
PHILLIP GROSS
   
 
/s/ Phillip Gross
 
Phillip Gross, individually




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