-----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, TEYzVCemvKc1mNbtNfYlV04yuz85JJH8BzJ1urUV7RzJUSd6BcrnqVEiZYJh02R5 cEWYjewvovI0d3aZ6BOyWQ== 0000902664-11-000417.txt : 20110214 0000902664-11-000417.hdr.sgml : 20110214 20110214102532 ACCESSION NUMBER: 0000902664-11-000417 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEAZER HOMES USA INC CENTRAL INDEX KEY: 0000915840 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 582086934 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44189 FILM NUMBER: 11602871 BUSINESS ADDRESS: STREET 1: 5775 PEACHTREE DUNW00DY RD STREET 2: STE B 200 CITY: ATLANTA STATE: GA ZIP: 30342 BUSINESS PHONE: 4042503420 MAIL ADDRESS: STREET 1: 5775 PEACHTREE DUNWOODY RD STREET 2: STE C-200 CITY: ATLANTA STATE: GA ZIP: 30342 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Highbridge International LLC CENTRAL INDEX KEY: 0001308315 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: THE CAYMAN CORPORATE CENTRE, 4TH FLOOR STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 345-945-1400 MAIL ADDRESS: STREET 1: P.O. BOX 30554 STREET 2: SEVEN MILE BEACH CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13G/A 1 p11-0425sc13ga.htm BEAZER HOMES USA, INC. p11-0425sc13ga.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 1)
 
Beazer Homes USA, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
07556Q105
(CUSIP Number)
 
December 31, 2010
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 8 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.  07556Q105
 
13G/A
Page 2 of 8 Pages


     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge International LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
$302,100 aggregate principal amount of 7.5% Mandatory Convertible Subordinated Notes due 2013, convertible into 1,345,765 shares of Common Stock
7.25% Tangible Equity Units, convertible into 2,297,240 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
$302,100 aggregate principal amount of 7.5% Mandatory Convertible Subordinated Notes due 2013, convertible into 1,345,765 shares of Common Stock
7.25% Tangible Equity Units, convertible into 2,297,240 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
$302,100 aggregate principal amount of 7.5% Mandatory Convertible Subordinated Notes due 2013, convertible into 1,345,765 shares of Common Stock
7.25% Tangible Equity Units, convertible into 2,297,240 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.59%
12
TYPE OF REPORTING PERSON
OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  07556Q105
 
13G/A
Page 3 of 8 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Statistical Opportunities Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12
TYPE OF REPORTING PERSON
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  07556Q105
 
13G/A
Page 4 of 8 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
STAR L.P. (a statistical arbitrage strategy)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12
TYPE OF REPORTING PERSON
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  07556Q105
 
13G/A
Page 5 of 8 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Highbridge Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
$302,100 aggregate principal amount of 7.5% Mandatory Convertible Subordinated Notes due 2013, convertible into 1,345,765 shares of Common Stock
 
7.25% Tangible Equity Units, convertible into 2,297,240 shares of Common Stock
 
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
$302,100 aggregate principal amount of 7.5% Mandatory Convertible Subordinated Notes due 2013, convertible into 1,345,765 shares of Common Stock
 
7.25% Tangible Equity Units, convertible into 2,297,240 shares of Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
$302,100 aggregate principal amount of 7.5% Mandatory Convertible Subordinated Notes due 2013, convertible into 1,345,765 shares of Common Stock
 
7.25% Tangible Equity Units, convertible into 2,297,240 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.59%
12
TYPE OF REPORTING PERSON
OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  07556Q105
 
13G/A
Page 6 of 8 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Glenn Dubin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
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
$302,100 aggregate principal amount of 7.5% Mandatory Convertible Subordinated Notes due 2013, convertible into 1,345,765 shares of Common Stock
 
7.25% Tangible Equity Units, convertible into 2,297,240 shares of Common Stock
 
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
$302,100 aggregate principal amount of 7.5% Mandatory Convertible Subordinated Notes due 2013, convertible into 1,345,765 shares of Common Stock
 
7.25% Tangible Equity Units, convertible into 2,297,240 shares of Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
$302,100 aggregate principal amount of 7.5% Mandatory Convertible Subordinated Notes due 2013, convertible into 1,345,765 shares of Common Stock
 
7.25% Tangible Equity Units, convertible into 2,297,240 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.59%
12
TYPE OF REPORTING PERSON
IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 


 
 
 
CUSIP No.  07556Q105
 
13G/A
Page 7 of 8 Pages


 
This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13G filed on January 29, 2010 (the "Original Schedule 13G") with respect to shares of common stock, par value $0.001 per share (the "Common Stock"), of Beazer Homes USA, Inc., a Delaware corporation (the "Company").  Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G.  This Amendment amends and restates Items 4 and 5 in their entirety as set forth below.

Item 4.
OWNERSHIP.

   
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
     
 
(a)
Amount beneficially owned:
     
As of the date hereof, (i) Highbridge International LLC beneficially owns $302,100 aggregate principal amount of 7.5% Mandatory Convertible Subordinated Notes due 2013, convertible into 1,345,765 shares of Common Stock and 7.25% Tangible Equity Units, convertible into 2,297,240 shares of Common Stock, (ii) Highbridge Statistical Opportunities Master Fund, L.P. no longer beneficially owns any shares of Common Stock, (iii) STAR, L.P. (a statistical arbitrage strategy) beneficially no longer owns any shares of Common Stock and (iv) each of Highbridge Capital Management, LLC and Glenn Dubin may be deemed the beneficial owner of $302,100 aggregate principal amount of 7.5% Mandatory Convertible Subordinated Notes due 2013, convertible into 1,345,765 shares of Common Stock, and 7.25% Tangible Equity Units, convertible into 2,297,240 shares of C ommon Stock, beneficially owned by Highbridge International LLC.
 
Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC, Highbridge Statistical Opportunities Master Fund, L.P. and STAR, L.P. (a statistical arbitrage strategy).  Glenn Dubin is the Chief Executive Officer of Highbridge Capital Management, LLC.  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of Highbridge Capital Management, LLC and Glenn Dubin disclaims beneficial ownership of shares of Common Stock held by Highbridge International LLC, Highbridge Statistical Opportunities Master Fund, L.P. and STAR, L.P. (a statistical arbitrage strategy).
 
 
(b)
Percent of class:
     
The percentages used herein and in the rest of this Amendment are calculated based upon 75,669,381 shares of Common Stock issued and outstanding as of November 3, 2010, as represented in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2010, filed with the Securities and Exchange Commission on November 5, 2010.  Therefore, based on the Company's outstanding shares of Common Stock, and for purposes of clauses (i) and (iii) below, assuming the conversion of the 7.5% Mandatory Convertible Subordinated Notes and the 7.25% Tangible Equity Units, as of the date hereof, (i) Highbridge International LLC may be deemed to beneficially own 4.59% of the outstanding shares of Common Stock of the Company and (ii) each of Highbridge Capital Management, LLC and Glenn Dubin may be deemed to beneficially own 4.59% of the outstanding shares of Common Stock of the Company.  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.
 
(c)
Number of shares as to which such person has:
     
       
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  See Item 4(a)
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  See Item 4(a)

Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X]



 
 
 
CUSIP No.  07556Q105
 
13G/A
Page 8 of 8 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:  February 14, 2011

HIGHBRIDGE CAPITAL MANAGEMENT, LLC
HIGHBRIDGE INTERNATIONAL LLC
   
 
By: Highbridge Capital Management, LLC
   
its Trading Manager
   
By:
/s/ John Oliva         
By:
/s/ John Oliva         
Name:  John Oliva
Name:  John Oliva
Title:  Managing Director
Title:  Managing Director
   
   
HIGHBRIDGE STATISTICAL OPPORTUNITIES
STAR, L.P. (a statistical arbitrage strategy)
MASTER FUND, L.P.
  
   
By: Highbridge Capital Management, LLC
By:
Highbridge Capital Management, LLC
 
its Trading Manager
  
its Trading Manager
   
By:
/s/ John Oliva          
By:
/s/ John Oliva         
Name:  John Oliva
Name:  John Oliva
Title:  Managing Director
Title:  Managing Director
   
   
/s/ Glenn Dubin            
    
GLENN DUBIN
  
   
   



-----END PRIVACY-ENHANCED MESSAGE-----