UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
November 13, 2007
(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)
*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 on 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).
Continued on following pages
Page 1 of 9 Pages
Exhibit Index: Page 8
SCHEDULE 13G
CUSIP No.: 07556Q105 Page 2 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
LOUIS M. BACON
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
5 Sole Voting Power
Number of 1,587,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,587,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,587,500
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)
4.06%
12 Type of Reporting Person (See Instructions)
IN; IA
SCHEDULE 13G
CUSIP No.: 07556Q105 Page 3 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MOORE CAPITAL MANAGEMENT, LLC
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
NEW YORK
5 Sole Voting Power
Number of 1,587,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,587,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,587,500
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)
4.06%
12 Type of Reporting Person (See Instructions)
OO; IA
CUSIP No.: 07556Q105 Page 4 of 9 Pages
Item 1(a) Name of Issuer:
Beazer Homes USA, Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
1000 Abernathy Road, Suite 1200
Atlanta, GA 30328
Item 2(a) Name of Person Filing:
This statement is being filed (1) by Louis M. Bacon ("Mr. Bacon"),
a United States citizen, in his capacity as chairman, chief executive officer
and director of Moore Capital Management, LLC, a New York limited liability
company ("MCM"), and (2) by MCM. MCM serves as discretionary investment manager
to an exempted limited partnership organized under the laws of the Commonwealth
of the Bahamas (the "Fund"). This statement relates to Shares (as defined below)
held for the account of the Fund. Each of Mr. Bacon and MCM, in the capacities
set forth above, may be deemed to be the beneficial owner of Shares held for the
account of the Fund.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The principal business office of each of Mr. Bacon and MCM is
located at 1251 Avenue of the Americas, New York, New York 10020.
Item 2(c) Citizenship:
i) Mr. Bacon is a United States citizen; and
ii) MCM is a New York limited liability company.
Item 2(d) Title of Class of Securities:
Common Stock, par value $0.001 per share (the "Shares").
Item 2(e) CUSIP Number:
07556Q105
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of November 13, 2007, each of Mr. Bacon and MCM may be deemed to
be the beneficial owner of the 1,587,500 Shares held for the account of the
Fund.
CUSIP No.: 07556Q105 Page 5 of 9 Pages
Item 4(b) Percent of Class:
As of November 13, 2007, the number of Shares of which each of Mr.
Bacon and MCM may be deemed to be the beneficial owner constitutes approximately
4.06% of the total number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
Mr. Bacon
(i) Sole power to vote or direct the vote: 1,587,500
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,587,500
(iv) Shared power to dispose or to direct the disposition of 0
MCM
(i) Sole power to vote or direct the vote: 1,587,500
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,587,500
(iv) Shared power to dispose or to direct the disposition of 0
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].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
CUSIP No.: 07556Q105 Page 6 of 9 Pages
Item 10. Certification:
By signing below, each of Mr. Bacon and MCM certifies that, to the
best of his or its 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 that purpose or effect.
CUSIP No.: 07556Q105 Page 7 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 20, 2007
LOUIS M. BACON
By: /s/ James E. Kaye
-----------------------------------
Name: James E. Kaye
Title: Attorney-in-Fact
MOORE CAPITAL MANAGEMENT, LLC
By: /s/ James E. Kaye
-----------------------------------
Name: James E. Kaye
Title: Vice President
CUSIP No.: 07556Q105 Page 8 of 9 Pages
EXHIBIT INDEX
A. Power of Attorney, dated as of July 5, 2007, granted by
Louis M. Bacon in favor James E. Kaye and Anthony J. DeLuca................9
CUSIP No.: 07556Q105 Page 9 of 9 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, Louis M. Bacon, hereby make
constitute and appoint each of James E. Kaye and Anthony J. DeLuca, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name (a) in my personal capacity or (b) in my capacity as Chairman and Chief
Executive Officer of each of Moore Capital Management, LLC and Moore Capital
Advisors, LLC and their respective affiliates all documents, certificates,
instruments, statements, filing and agreements ("documents") to be filed with or
delivered to any foreign or domestic governmental or regulatory body or required
or requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities or other investments, and any other documents relating or ancillary
thereto, including but not limited to, all documents relating to filings with
the United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including: (1) all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without
limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and
any amendments thereto, (b) any joint filing agreements pursuant to Rule
13d-1(f), and (c) any initial statements of, or states of changes in, beneficial
ownership of securities on Form 3, Form 4 or Form 5 and (2) any information
statements on Form 13F required to be filed with the SEC pursuant to Section
13(f) of the Act.
This power of attorney shall be valid from the date hereof until
revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the July
5, 2007.
/s/ Louis M. Bacon
----------------------------------------
Louis M. Bacon