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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 (Date of earliest event reported): March 11, 1998
Beazer Homes USA, INC.
(Exact name of Registrant as specified in its charter)
Delaware 58-2086934
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
5775 Peachtree Dunwoody Road, Suite C-550, Atlanta, Georgia 30342
(Address of principal executive offices) (Zip code)
(404) 250-3420
(Registrant's telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
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Item 5. Other Events
On March 11, 1998, Beazer Homes USA, Inc. issued the press release
attached hereto and made a part hereof.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of March 11, 1998 with
respect to the beneficial ownership of the Company's Common Stock by
individual Directors and nominees for the Board of Directors, executive
officers named in the Summary Compensation Table below, and all Directors and
executive officers as a group. Except as otherwise indicated, each beneficial
owner possesses sole voting and investment power with respect to all shares.
This table updates information provided in the Company's 1997 Proxy Statement
filed on Schedule 14A with the SEC on December 29, 1997, and reflects the
vesting of certain stock options granted in connection with the Company's
initial public offering of common stock on February 23, 1994 (the "IPO"),
stock options granted on the IPO anniversary date of February 23, 1995, and
the initial director options granted on January 26, 1995.
<TABLE>
<S> <C> <C>
Brian C. Beazer 73,500 *
Non-executive Chairman of the Board
Ian J. McCarthy
President and Chief Executive Officer 129,225 *
Thomas B. Howard, Jr. 500 *
Director
George W. Mefferd 11,000 *
Director
D.E. Mundell 13,000 *
Director
Larry T. Solari 11,500 *
Director
David S. Weiss (5) 67,737 *
Executive Vice President, Chief Financial
Officer and Director
John Skelton 47,283 *
Senior Vice President and Controller
James A. Moore (6) 10,763 *
Vice President and Chairman Process and
Systems Advisory Board
Peter S. Simons 15,968 *
Vice President of Corporate Development
Directors and Executive Officers as a Group (12 persons) 386,153 6.37%
</TABLE>
* Less than 1%
(1) The number of shares for Messrs. Beazer, McCarthy, Weiss and Skelton
includes 13,500, 13,500, 9,500 and 9,500 shares of restricted stock,
respectively. All such shares of restricted stock were awarded under the
Stock Incentive Plan in connection with the IPO. Such shares of
restricted stock will vest unconditionally in March 2001 and may vest
over the next four years based on predetermined criteria relating to the
appreciation of the Common Stock price as reported by the NYSE. As of
March 11, 1998, 10,125, 10,125, 7,125 and 7,125 shares of this
restricted stock had vested for Messrs. Beazer, McCarthy, Weiss and
Skelton, respectively. See footnote 3 to "Executive Compensation --
Summary Compensation Table" below.
(2) The number of share for Messrs. McCarthy, Weiss, Simons and Skelton
includes 33,000, 12,000, 7,000 and 8,000 shares of performance
accelerated restricted stock ("PARS"), respectively. All such shares of
PARS were awarded under the Stock Incentive Plan during Fiscal Year
1995. Such shares will vest unconditionally on January 3, 2002, but
could vest earlier if total return to the stockholders of the Company
exceeds 15% per year over a rolling three year period. See footnote 4 to
"Executive Compensation -- Summary Compensation Table" below).
(3) The number of shares for Messrs. McCarthy, Weiss, Simons, Skelton and
Moore does not include the right to receive 15,498, 6,259, 2,783, 2,359
and 2,460 shares of restricted stock, respectively, which each of
Messrs. McCarthy, Weiss, Simons, Skelton and Moore is entitled to
receive three years from the award date in lieu of a portion of their
respective Fiscal Year 1995, 1996 and 1997 cash bonuses (when
applicable). See footnote 3 to "Executive Compensation -- Summary
Compensation Table" below.
(4) The number of shares for Messrs. McCarthy, Weiss, Simons, Skelton and
Moore includes 725, 5,737, 679, 683, and 763 shares of the Company's
Common Stock, respectively, held through the Company's 401(k) plan.
(5) Includes 500 shares of the Company's Common Stock owned by Maureen
Cowie, Mr. Weiss' spouse.
(6) Includes 2,000 shares of the Company's Common Stock owned jointly by Mr.
Moore and Mr. Moore's spouse.
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Press Release
For Immediate Release
Beazer Homes Announces $100,000,000 Senior Debt Offering
Atlanta, Georgia, March 11, 1998 -- Beazer Homes USA, Inc. (NYSE: BZH) today
announced that it is proposing to offer $100,000,000 in principal amount of
Senior Notes due 2008. The net proceeds of the offering will be used to repay
indebtedness under the Company's existing credit facility.
Beazer Homes USA, Inc., based in Atlanta, Georgia, is one of the country's
ten largest single family homebuilders, with operations in Arizona,
California, Florida, Georgia, Nevada, North Carolina, South Carolina,
Tennessee and Texas.
The Senior Notes have not been registered under the Securities Act of 1933,
as amended (the "Securities Act"), and, unless so registered, may not be
offered or sold except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable state securities laws. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale of the Senior Notes in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
Contact: David S. Weiss
Executive Vice President and Chief Financial Officer
(404) 250-3420
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Age of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Beazer Homes USA, Inc.
March 19, 1998 By: /s/ David S. Weiss
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Date David S. Weiss, Executive Vice President and
Chief Financial Officer
