sctovi
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
Brookfield Homes Corporation
(Name of Subject Company (Issuer) and Filing Person (Offeror))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
112723 10 1
(CUSIP Number of Class of Securities)
| |
|
|
|
|
|
WITH A COPY TO: |
Shane D. Pearson
Brookfield Homes Corporation
12865 Pointe Del Mar, Suite 200
Del Mar, California 92014
(858) 481-8500
|
|
Daniel M. Miller
Dorsey & Whitney LLP
250 Park Avenue
New York, New York 10177
(212) 415-9200 |
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Person)
CALCULATION OF FILING FEE
| |
|
|
| Transaction Valuation*
|
|
Amount Of Filing Fee |
*For the purpose of calculating the filing fee only, this amount is based on the purchase of
3,000,000 shares of common stock at the tender offer price of $55.00 per share.
| |
o |
|
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of
its filing. |
| |
|
|
|
|
|
|
|
|
| |
|
Amount Previously Paid: |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Form or Registration No.: |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Filing Party:
|
|
N/A |
|
|
|
|
| |
|
|
|
|
|
|
|
|
Date Filed:
|
|
N/A |
|
|
|
|
| |
|
|
|
|
|
|
| |
o |
|
Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| |
o |
|
third-party tender offer subject to Rule 14d-1. |
| |
| |
þ |
|
issuer tender offer subject to Rule 13e-4. |
| |
| |
o |
|
going-private transaction subject to Rule 13e-3. |
| |
| |
o |
|
amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
This Issuer Tender Offer Statement on Schedule TO is filed by Brookfield Homes Corporation, a
Delaware corporation (the “Company”), in connection with its offer to purchase up to 3,000,000
shares of its common stock, par value $0.01 per share, or such lesser number of shares as are
properly tendered and not properly withdrawn, from its stockholders. The tender offer will be
conducted upon the terms and subject to the conditions set forth in the offer to purchase dated
October 14, 2005 and the related letter of transmittal (which together as may be amended or
supplemented from time to time constitute the tender offer). The Company is inviting stockholders
to tender shares at a price per share of $55.00, net to the seller in cash, without interest, upon
the terms and subject to the conditions of the tender offer. Brascan Corporation, the Company’s
major stockholder, has indicated to the Company that it intends to tender up to an equivalent
number of shares as the aggregate number of shares tendered by other stockholders.
This Issuer Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements
of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended. The information
contained in the offer to purchase and the letter of transmittal, copies of which are attached to
this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated herein by
reference in response to items 1 through 11 of this Schedule TO. Capitalized terms used herein and
not otherwise defined have the meaning given to such terms in the offer to purchase.
Item 12. Exhibits.
| |
|
|
(a)(1)(i)
|
|
Offer to Purchase dated October 14, 2005. |
(a)(1)(ii)
|
|
Letter of Transmittal. |
(a)(1)(iii)
|
|
Notice of Guaranteed Delivery. |
(a)(1)(iv)
|
|
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. |
(a)(1)(v)
|
|
Form W-8BEN and Instructions for Form W-8BEN. |
(a)(2)
|
|
Not Applicable. |
(a)(3)
|
|
Not Applicable. |
(a)(4)
|
|
Not Applicable. |
(a)(5)
|
|
(a) Letter from Information Agent to Brokers. |
|
|
(b) Letter from Brokers to Clients. |
|
|
(c) Press Release dated October 4, 2005.* |
|
|
(d) Press Release dated October 14, 2005. |
(b)
|
|
Not Applicable. |
(d)
|
|
Not Applicable. |
(g)
|
|
Not Applicable. |
(h)
|
|
Not Applicable. |
|
|
|
| * |
|
Previously filed on Schedule TO |
Item 13. Information Required By Schedule 13e-3.
Not applicable.
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
| |
|
|
|
|
|
|
|
|
BROOKFIELD HOMES CORPORATION |
|
|
|
|
|
|
|
By:
|
|
/s/ PAUL G. KERRIGAN |
|
|
|
|
|
|
|
|
|
Paul G. Kerrigan |
|
|
|
|
Executive Vice President and |
|
|
|
|
Chief Financial Officer |
Date: October 14, 2005
2
EXHIBIT INDEX
| |
|
|
| Exhibit |
|
|
| Number |
|
Description |
(a)(1)(i)
|
|
Offer to Purchase dated October 14, 2005. |
(a)(1)(ii)
|
|
Letter of Transmittal. |
(a)(1)(iii)
|
|
Notice of Guaranteed Delivery. |
(a)(1)(iv)
|
|
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. |
(a)(1)(v)
|
|
Form W-8BEN and Instructions for Form W-8BEN. |
(a)(2)
|
|
Not Applicable. |
(a)(3)
|
|
Not Applicable. |
(a)(4)
|
|
Not Applicable. |
(a)(5)
|
|
(a) Letter from Information Agent to Brokers. |
|
|
(b) Letter from Brokers to Clients. |
|
|
(c) Press Release dated October 4, 2005.* |
|
|
(d) Press Release dated October 14, 2005. |
(b)
|
|
Not Applicable. |
(d)
|
|
Not Applicable. |
(g)
|
|
Not Applicable. |
(h)
|
|
Not Applicable. |
|
|
|
| * |
|
Previously filed on Schedule TO. |