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0000950123-09-071480.txt : 20091217
0000950123-09-071480.hdr.sgml : 20091217
20091217113905
ACCESSION NUMBER: 0000950123-09-071480
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20091217
DATE AS OF CHANGE: 20091217
GROUP MEMBERS: BROOKFIELD ASSET MANAGEMENT INC.
GROUP MEMBERS: PARTNERS LIMITED
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: BROOKFIELD HOMES CORP
CENTRAL INDEX KEY: 0001202157
STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520]
IRS NUMBER: 371446709
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-78721
FILM NUMBER: 091246484
BUSINESS ADDRESS:
STREET 1: 8500 EXECUTIVE PARK AVENUE
STREET 2: SUITE 300
CITY: FAIRFAX
STATE: VA
ZIP: 22031
BUSINESS PHONE: 703-270-1700
MAIL ADDRESS:
STREET 1: 8500 EXECUTIVE PARK AVENUE
STREET 2: SUITE 300
CITY: FAIRFAX
STATE: VA
ZIP: 22031
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC.
CENTRAL INDEX KEY: 0001001085
STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: BCE PLACE 181 BAY ST
STREET 2: STE 300 PO BOX 762
CITY: TORONTO ONTARIO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 4163639491
MAIL ADDRESS:
STREET 1: BCE PLACE 181 BAY ST
STREET 2: STE 300 PO BOX 762
CITY: TORONTO ONTARIO
STATE: A6
ZIP: M5J2T3
FORMER COMPANY:
FORMER CONFORMED NAME: BRASCAN CORP/
DATE OF NAME CHANGE: 20010321
FORMER COMPANY:
FORMER CONFORMED NAME: EDPERBRASCAN CORP
DATE OF NAME CHANGE: 19970904
FORMER COMPANY:
FORMER CONFORMED NAME: BRASCAN LTD
DATE OF NAME CHANGE: 19950919
SC 13D/A
1
o58390sc13dza.htm
SC 13D/A
sc13dza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Brookfield Homes Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Catherine Johnston
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
(416) 363-9491
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this schedule because of
Rule 13d 1(e), 13d 1(f) or 13d 1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d 7(b) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter 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 purposes of Section 18 of the Securities Exchange Act of 1934
(the 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 6 Pages)
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CUSIP No. |
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112723 10 1 |
SCHEDULE 13D |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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BROOKFIELD ASSET MANAGEMENT INC.
N/A |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ Joint Filing |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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ONTARIO
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SOLE VOTING POWER |
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| NUMBER OF |
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51,008,348 SHARES OF COMMON STOCK |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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51,008,348 SHARES OF COMMON STOCK |
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SHARED DISPOSITIVE POWER |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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51,008,348 SHARES OF COMMON STOCK |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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82.0% OF THE OUTSTANDING SHARES OF COMMON STOCK |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CUSIP No. |
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112723 10 1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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PARTNERS LIMITED
N/A |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ Joint Filing |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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ONTARIO
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SOLE VOTING POWER |
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| NUMBER OF |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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51,008,348 SHARES OF COMMON STOCK |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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10 |
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SHARED DISPOSITIVE POWER |
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51,008,348 SHARES OF COMMON STOCK |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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51,008,348 SHARES OF COMMON STOCK |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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82.0% OF THE OUTSTANDING SHARES OF COMMON STOCK |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CUSIP No. |
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112723 10 1 |
SCHEDULE 13D |
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Explanatory Note
This Amendment No. 3 amends and supplements the Schedule 13D filed on August 31, 2007 by
Brookfield Asset Management Inc. (Brookfield) and Partners Limited (Partners), as amended by
Amendment No. 1 to the Schedule 13D filed on November 9, 2007 by Brookfield and Partners and
Amendment No. 2 to the Schedule 13D filed on December 21, 2007 by Brookfield and Partners (the
Statement) relating to the common stock (Common Stock) of Brookfield Homes Corporation, a
Delaware corporation (the Company).
Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to
them in the Statement, and unless amended or supplemented hereby, all information previously filed
remains in effect.
Item 3. Source and Amount of Funds or Other Consideration.
Brookfield, through a wholly-owned United States subsidiary, has purchased 9,922,495 shares of
8% Convertible Preferred Stock, Series A (Preferred Stock) of the Company at a purchase price of
$25.00 per share upon the exercise of subscription rights granted by the Company to its
stockholders. Each share of Preferred Stock is convertible into 3.571428571 shares of Common Stock
at any time. This Schedule 13D is required to be filed as a result of such transaction. All the
funds required for such purchase were taken from cash-on-hand.
Item 5. Interest in Securities of the Issuer.
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(a)-(b) |
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As of the date hereof, each of the Reporting Persons may be deemed to be the
beneficial owner of 15,570,866 shares of the Companys outstanding Common Stock.
Assuming the full conversion of the Preferred Stock, each of the Reporting Persons may
be deemed to be the beneficial owner of 51,008,348 shares of Common Stock. Such shares
of Common Stock constitute approximately 82.0% of the issued and outstanding Common
Stock on an as-converted basis based on the number of shares of Common Stock
outstanding as of November 2, 2009, calculated in accordance with Rule 13d-3(d)(1)(i)
under the Securities Exchange Act of 1934, as amended. Brookfield may be deemed to
have the sole power to vote or direct the vote of the Common Stock beneficially owned
by it with respect to those matters described above or to dispose of such Common Stock.
Brookfield may hold the Common Stock directly or in one or more wholly-owned
subsidiaries. Partners may be deemed to have shared power (with Brookfield) to vote or
direct the vote of the Common Stock beneficially owned by it with respect to those
matters described above or to dispose of such Common Stock. |
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(c) |
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See Item 3 above. |
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(d) |
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No person is known to any of the Reporting Persons or, to the Reporting
Persons knowledge, the Scheduled Persons, to have the right to receive or the power to
direct the receipt of dividends from, or proceeds from the sale of, any such Common
Stock. |
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CUSIP No. |
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112723 10 1 |
SCHEDULE 13D |
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Item 7. Material to be Filed as Exhibits.
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Exhibit 1 |
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Joint Filing Agreement, dated as of December 21, 2007, between Brookfield
Asset Management Inc. and Partners Limited (incorporated by reference to
Exhibit 1 to Amendment No. 2 to Schedule 13D dated December 21, 2007 filed by
Brookfield Asset Management Inc. and Partners Limited). |
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CUSIP No. |
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112723 10 1 |
SCHEDULE 13D |
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SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, each of
the undersigned certifies as to itself that the information set forth in this statement is true,
complete and correct.
Dated: December 16, 2009
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BROOKFIELD ASSET MANAGEMENT INC.
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By: |
/s/ Catherine Johnston
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Name: |
Catherine Johnston |
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Title: |
Corporate Secretary and Legal Counsel |
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PARTNERS LIMITED
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By: |
/s/ Loretta M. Corso
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Name: |
Loretta M. Corso |
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Title: |
Secretary |
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6
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