UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Beazer Homes USA, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
07556Q105
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(CUSIP Number)
May 13, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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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
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basswood Capital Management, LLC
13-4045628
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
1,376,808
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,376,808
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,376,808
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.06%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No. 07556Q105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Matthew Lindenbaum
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
870
6. SHARED VOTING POWER
1,376,808
7. SOLE DISPOSITIVE POWER
870
8. SHARED DISPOSITIVE POWER
1,376,808
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,377,678
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.06%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 07556Q105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bennett Lindenbaum
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
988
6. SHARED VOTING POWER
1,376,808
7. SOLE DISPOSITIVE POWER
988
8. SHARED DISPOSITIVE POWER
1,376,808
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,377,796
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.06%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 07556Q105
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Item 1(a). Name of Issuer:
Beazer Homes USA, Inc.
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(b). Address of Issuer's Principal Executive Offices:
1000 Abernathy Road
Suite 1200
Atlanta, Georgia 30328
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Item 2(a). Name of Persons Filing:
Basswood Capital Management, LLC
Matthew Lindenbaum
Bennett Lindenbaum
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(b). Address of Principal Business Office, or if None, Residence:
Basswood Capital Management, LLC
645 Madison Avenue
10th Floor
New York, NY 10022
Matthew Lindenbaum
c/o Basswood Capital Management, LLC
645 Madison Avenue
10th Floor
New York, NY 10022
Bennett Lindenbaum
c/o Basswood Capital Management, LLC
645 Madison Avenue
10th Floor
New York, NY 10022
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(c). Citizenship:
Basswood Capital Management, LLC - Delaware
Matthew Lindenbaum - United States of America
Bennett Lindenbaum - United States of America
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(d). Title of Class of Securities:
Common Stock, $0.01 par value
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(e). CUSIP Number:
07556Q105
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Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act
(15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
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:
Basswood Capital Management, LLC - 1,376,808
Matthew Lindenbaum - 1,377,678
Bennett Lindenbaum - 1,377,796
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(b) Percent of class:
Basswood Capital Management, LLC - 10.06%
Matthew Lindenbaum - 10.06%
Bennett Lindenbaum - 10.06%
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(c) Number of shares as to which the person has:
Basswood Capital Management, LLC
--------------------------------
(i) Sole power to vote or to direct the vote 0
-----------------,
(ii) Shared power to vote or to direct the vote 1,376,808
-----------------,
(iii) Sole power to dispose or to direct the
disposition of 0
-----------------,
(iv) Shared power to dispose or to direct the
disposition of 1,376,808
-----------------.
Matthew Lindenbaum
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 870
-----------------,
(ii) Shared power to vote or to direct the vote 1,376,808
-----------------,
(iii) Sole power to dispose or to direct the
disposition of 870
-----------------,
(iv) Shared power to dispose or to direct the
disposition of 1,376,808
-----------------.
Bennett Lindenbaum
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 988
-----------------,
(ii) Shared power to vote or to direct the vote 1,376,808
-----------------,
(iii) Sole power to dispose or to direct the
disposition of 988
-----------------,
(iv) Shared power to dispose or to direct the
disposition of 1,376,808
-----------------.
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 [ ].
N/A
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
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Item 10. Certification.
By signing below we certify that, to the best of our 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 such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
August 19, 2004
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(Date)
Basswood Capital Management, LLC*
By: /s/ Matthew Lindenbaum
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Name: Matthew Lindenbaum
Title: Managing Member
/s/ Matthew Lindenbaum*
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Matthew Lindenbaum
/s/ Bennett Lindenbaum*
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Bennett Lindenbaum
* The Reporting Persons disclaim beneficial ownership of the securities reported
herein except to the extent of their pecuniary interest therein.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated August 19, 2004
relating to the Common Stock, $0.01 par value of Beazer Homes USA, Inc. shall be
filed on behalf of the undersigned.
Basswood Capital Management, LLC
By: /s/ Matthew Lindenbaum
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Name: Matthew Lindenbaum
Title: Managing Member
/s/ Matthew Lindenbaum
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Matthew Lindenbaum
/s/ Bennett Lindenbaum
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Bennett Lindenbaum
00705.0010 #503434