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 (Date of earliest event reported): February 13, 2012
BEAZER HOMES USA, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-12822 | 58-2086934 | ||
| (State or other jurisdiction of Company or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1000 Abernathy Road, Suite 260 |
| 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:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On February 13, 2012, Beazer Homes USA, Inc. issued a press release announcing that it has commenced separate exchange offers under which it is offering to exchange newly issued shares of its common stock and cash in lieu of fractional shares of common stock for (i) any and all of its 7.50% Mandatory Convertible Subordinated Notes due 2013 and (ii) any and all of its 7.25% Tangible Equity Units. A copy of the press release relating to the announcement is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release dated February 13, 2012 |
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 thereunto duly authorized.
Date: February 13, 2012
| BEAZER HOMES USA, INC. | ||
| By: | /s/ Kenneth F. Khoury | |
| Kenneth F. Khoury | ||
| Executive Vice President, Chief Administrative Officer and General Counsel | ||
EXHIBIT INDEX
| 99.1 | Press Release dated February 13, 2012 |