Schedule 14a information


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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý


Filed by a Party other than the Registrant o


Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material Pursuant to §240.14a-12



Beazer Homes USA, Inc.

(Name of Registrant as Specified In Its Charter)


 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

 

 

 

Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

 

 

(1)

 

Title of each class of securities to which transaction applies:

        

 

 

(2)

 

Aggregate number of securities to which transaction applies:

        

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

        

 

 

(4)

 

Proposed maximum aggregate value of transaction:

        

 

 

(5)

 

Total fee paid:

        

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:

        

 

 

(2)

 

Form, Schedule or Registration Statement No.:

        

 

 

(3)

 

Filing Party:

        

 

 

(4)

 

Date Filed:

        





Beazer Homes USA, Inc.

5775 Peachtree Dunwoody Road, Suite B-200, Atlanta, Georgia 30342
***
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF BEAZER HOMES USA, INC.:
        Notice is hereby given that the annual meeting of stockholders of Beazer Homes USA, Inc. ("Beazer") will be held at 2:00 p.m. on Tuesday, February 11, 2003 at Beazer's offices at 5775 Peachtree Dunwoody Road, Suite B-200, Atlanta, Georgia 30342 for the following purposes:
1)

to elect eight members to the Board of Directors;

2)

to consider and act upon a proposal to approve the Amended and Restated Value Created Incentive Plan; and

3)

to transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
        The Board of Directors has fixed the close of business on December 13, 2002 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting. A copy of Beazer's annual report to stockholders is being mailed to you together with this notice.
        We encourage you to take part in the affairs of Beazer either in person or by executing and returning the enclosed proxy.
By Order of the Board of Directors,


BRIAN C. BEAZER

Non-Executive Chairman of the Board
Dated: December 20, 2002
        YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE PROMPTLY MARK, DATE, SIGN AND MAIL THE ENCLOSED PROXY. A RETURN ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE, IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR THAT PURPOSE.





BEAZER HOMES USA, INC.

5775 Peachtree Dunwoody Road

Suite B-200

Atlanta, Georgia 30342

PROXY STATEMENT

Purpose
        This Proxy Statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors of Beazer Homes USA, Inc., a Delaware corporation ("Beazer" or the "Company"), for use at the annual meeting of stockholders of Beazer to be held on February 11, 2003 and at any adjournments or postponements thereof. Stockholders of record at the close of business on December 13, 2002 are entitled to notice of and to vote at the annual meeting. On December 13, 2002, we had outstanding 12,904,597 shares of common stock. Each share of common stock entitles the holder to one vote with respect to each matter to be considered. The common stock is our only outstanding class of voting securities. This Proxy Statement and the enclosed form of proxy are being mailed to stockholders, together with our annual report (which includes audited consolidated financial statements for our fiscal year ended September 30, 2002), commencing on or about December 23, 2002.
Voting Instructions
        General—Shares represented by a proxy will be voted in the manner directed by a stockholder. If no direction is made, the signed proxy will be voted(i)

for the election of the eight nominees for the Board of Directors named in this Proxy Statement;

(ii)

for approval of the Amended and Restated Value Created Incentive Plan; and

(iii)

in accordance with the judgment of the persons named in the proxy as to such others matters as may properly come before the annual meeting.
        Signature Requirements—If stock is registered in the name of more than one person, each named person should sign the proxy. If the stockholder is a corporation, the proxy should be signed in the corporation's name by a duly authorized officer. If a proxy is signed as an attorney, trustee, guardian, executor, administrator or a person in any other representative capacity, the signer's full title should be given.
        Revocation—A stockholder giving the enclosed proxy may revoke it at any time before the vote is cast at the annual meeting by executing and returning to the Secretary of Beazer (David S. Weiss) or Transfer Agent (American Stock Transfer & Trust Company) either a written revocation or a proxy bearing a later date prior to the annual meeting. Any stockholder who attends the annual meeting in person will not be considered to have revoked his or her proxy unless such stockholder affirmatively indicates at the annual meeting his or her intention to vote the shares represented by such proxy in person.
        Quorum: Vote Required—The presence, in person or by proxy, of the holders of a majority of the outstanding shares of common stock is required to constitute a quorum at the meeting. Shares represented by proxies which indicate that the stockholders withhold authority or want to abstain on particular proposals will be treated as being present for the purpose of determining the presence of a quorum and the number of votes cast with respect to each proposal, but will not be voted with regard to those proposals as to which authority is withheld or the stockholder abstains. If a broker does not
1




receive instructions from the beneficial owner of shares of common stock held in street name for certain types of proposals it must indicate on the proxy that it does not have authority to vote certain shares (a "broker non-vote"). Broker non-votes will be considered present for purposes of a quorum, but will not be voted with regard to or treated as present with respect to those proposals.
        The holders of common stock will be entitled to one vote for each share they hold. The affirmative vote, in person or by proxy, of holders of a majority of the outstanding shares of common stock present at the meeting is required for approval of the Amended and Restated Value Created Inventive Plan. The nominees for director receiving a plurality of the votes cast will be elected to serve until the next annual meeting of stockholders and their successors have been elected and qualified. Broker non-votes will have no effect on either proposal to be considered at the annual meeting. Abstentions and other withheld authority will have the effect of a vote against the Amended and Restated Value Created Incentive Plan but will have no effect on the election of directors.
        The New York Stock Exchange ("NYSE") has proposed new regulations that would prohibit brokers or other nominees that are NYSE member organizations from voting in favor of proposals relating to equity compensation plans unless they receive specific instructions from the beneficial owner of the shares to vote in that manner. This new rule may become effective before the meeting, in which case, for shares held through a broker or other nominee who is a NYSE member organization, your shares will only be voted in favor of the Amended and Restated Value Created Incentive Plan if you have provided specific voting instructions to your broker or other nominee to vote your shares in favor of that proposal.
Expenses of Solicitation
        Expenses incurred in connection with the solicitation of proxies will be paid by Beazer. Proxies are being solicited primarily by mail but, in addition, officers and other employees of Beazer may solicit proxies by telephone, in person or by other means of communication but will receive no extra compensation for such services. In addition, Beazer has engaged Morrow & Co., Inc. to assist in the solicitation of proxies. Beazer anticipates that the costs associated with this engagement will be approximately $10,000 plus costs and expenses incurred by Morrow & Co. Beazer will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for costs incurred in connection with this solicitation.
Principal Stockholders
        The following table sets forth information as of December 13, 2002 with respect to the beneficial ownership of Beazer's common stock by all persons known by us to beneficially own more than 5% of our common stock. In order to provide the most timely information available regarding principal stockholders, we included ownership information as provided in the most recently available Form 13F or Form 13G filed by each respective holder.

Name and Address

Of Beneficial Owner


 

Amount and

Nature of

Beneficial Ownership

 

Percent

of Class

 

Fidelity Management & Research Company

82 Devonshire Street

Boston, Massachusetts 02109

 

1,749,097(1

)

13.55

%


(1)

Detailed information regarding voting and dispositive power is not included on Form 13F. As of its most recent Schedule 13G filing (February 13, 2002), however, Fidelity Management & Research Company had sole voting power on 7.8% (99,320 shares) and sole dispositive power on 100% of its then beneficially owned shares (1,268,050 shares).
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