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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
(Amendment No. 5)
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)
Shane D. Pearson WITH A COPY TO:
Brookfield Homes Corporation Andrew J. Beck
12865 Pointe Del Mar, Suite 200 Torys LLP
Del Mar, California 92014 237 Park Avenue
(858) 481-8500 New York, New York 10017-3142
(212) 880-6000
(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
_____________________________________________________
$92,500,000 $7,484
_____________________________________________________
_____________________________________________________
*For the purpose of calculating the filing fee only, this amount is based on the
purchase of 5,000,000 shares of common stock at the maximum tender offer price
of $18.50 per share.
|X| 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: $7,484
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Form or Registration No.: Schedule TO
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Filing Party: Brookfield Homes Corporation
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Date Filed: August 18, 2003
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|_| 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:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| 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: |_|
This Amendment No. 5 amends and supplements the Issuer Tender Offer Statement on
Schedule TO initially filed on August 18, 2003, as amended and supplemented, by
Brookfield Homes Corporation, a Delaware corporation (the "Company"), in
connection with its offer to purchase 5,000,000 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 August 18, 2003, as amended and supplemented, 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 prices per share between $15.50 and $18.50, 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 in accordance with the terms of the tender offer,
it intends to tender up to an equivalent number of shares as the aggregate
number of shares tendered by other stockholders, and at the purchase price
determined by the tender offer.
This amended and supplemented Issuer Tender Offer Statement on Schedule TO is
intended to satisfy the applicable reporting requirements of Rule 13e-4 under
the Securities Exchange Act of 1934, as amended. The information contained in
the offer to purchase, as amended and supplemented, and the letter of
transmittal, copies of which were previously included or filed as exhibits to
the Schedule TO filed on August 18, 2003, September 10, 2003, September 16,
2003, or September 25, 2003, is incorporated herein by reference in response to
items 1 through 11 of this amended and supplemented Schedule TO. Capitalized
terms used herein and not otherwise defined have the meaning given to such terms
in the offer to purchase, as amended and supplemented.
1
Item 12. Exhibits.
(a)(1)(i) Offer to Purchase dated August 18, 2003.*
(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)(1)(vi) Amended and Supplemented Offer to Purchase filed on September 10,
2003.***
(a)(1)(vii) Supplement to the Amended and Supplemented Offer to Purchase filed
on September 10, 2003.****
(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) Letter from Chief Executive Officer to Odd Lot Holders.*
(d) Press Release dated August 8, 2003.**
(e) Press Release dated August 18, 2003.*
(f) Press Release dated September 24, 2003.*****
(g) Press Release dated September 25, 2003.******
(h) Press Release dated September 30, 2003.
(b) Not Applicable.
(d) Not Applicable.
(g) Not Applicable.
(h) Not Applicable.
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* Previously filed on Schedule TO on August 18, 2003.
** Previously filed on Schedule TO on August 8, 2003.
*** Previously filed on Schedule TO on September 10, 2003.
**** Previously filed on Schedule TO on September 16, 2003.
***** Previously filed on Schedule TO on September 24, 2003.
****** Previously filed on Schedule TO on September 25, 2003.
Item 13. Information Required By Schedule 13e-3.
Not applicable.
2
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, Chief
Financial Officer and Treasurer
Date: September 30, 2003
3
EXHIBIT INDEX
Exhibit
Number Description
----------- -----------
(a)(1)(i) Offer to Purchase dated August 18, 2003.*
(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)(1)(vi) Amended and Supplemented Offer to Purchase filed on September 10,
2003.***
(a)(1)(vii) Supplement to the Amended and Supplemented Offer to Purchase filed
on September 10, 2003.****
(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) Letter from Chief Executive Officer to Odd Lot Holders.*
(d) Press Release dated August 8, 2003.**
(e) Press Release dated August 18, 2003.*
(f) Press Release dated September 24, 2003.*****
(g) Press Release dated September 25, 2003.******
(h) Press Release dated September 30, 2003.
(b) Not Applicable.
(d) Not Applicable.
(g) Not Applicable.
(h) Not Applicable.
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* Previously filed on Schedule TO on August 18, 2003.
** Previously filed on Schedule TO on August 8, 2003.
*** Previously filed on Schedule TO on September 10, 2003.
**** Previously filed on Schedule TO on September 16, 2003.
***** Previously filed on Schedule TO on September 24, 2003.
****** Previously filed on Schedule TO on September 25, 2003.
EXHIBIT (A)(5)(H)
[LOGO]
BROOKFIELD NEWS RELEASE
HOMES
BROOKFIELD HOMES CORPORATION REPORTS ON
TENDER OFFER RESULTS TO DATE
Del Mar, California, September 30, 2003 - (BHS:NYSE) Brookfield Homes
Corporation, in accordance with its previously announced Dutch auction tender
offer for up to 5,000,000 shares of its outstanding common stock, today
announced that 495,214 shares have been tendered by stockholders other than
Brascan Corporation, the major stockholder of Brookfield Homes. Brascan has
previously indicated that it plans to tender an equivalent number of shares as
tendered by other stockholders, and at the purchase price determined by the
tender offer. The tender offer expires at 5:00 p.m., New York City time, on
September 30, 2003, unless extended.
Brookfield Homes' Board of Directors has approved the tender offer. However,
neither Brookfield Homes nor its Board of Directors is making any recommendation
whether stockholders should tender or refrain from tendering their shares or as
to the purchase price or prices at which stockholders should choose to tender
their shares. Stockholders must decide whether to tender their shares and, if
so, how many shares to tender and the price or prices at which they will tender
them. Stockholders may wish to discuss with their broker or other financial or
tax advisor whether to tender their shares.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF BROOKFIELD HOMES' COMMON
STOCK. THE SOLICITATION OF OFFERS TO BUY BROOKFIELD HOMES' COMMON STOCK IS ONLY
BEING MADE PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED
TENDER OFFER DOCUMENTS. STOCKHOLDERS SHOULD READ THOSE MATERIALS CAREFULLY PRIOR
TO MAKING ANY DECISIONS WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS AND CONDITIONS OF THE
OFFER. COPIES OF THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND OTHER
TENDER OFFER DOCUMENTS CAN BE OBTAINED FOR FREE BY CALLING THE INFORMATION
AGENT, MELLON INVESTOR SERVICES LLC AT 1-888-684-7182. STOCKHOLDERS WILL ALSO BE
ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS FOR FREE AT
BROOKFIELD HOMES' WEBSITE: WWW.BROOKFIELDHOMES.COM OR THE SEC'S WEBSITE AT
WWW.SEC.GOV .
*************
Brookfield Homes Corporation
Brookfield Homes Corporation is a residential homebuilder and land developer,
building homes and developing land in master-planned communities and infill
locations. We design, construct and market single-family and multi-family homes
primarily to move-up and luxury homebuyers. We also develop land for our own
communities and sell lots to other homebuilders. Our portfolio includes over
20,000 lots owned and controlled in the San Francisco Bay Area; Southland / Los
Angeles; San Diego / Riverside; and Northern Virginia markets. For more
information, visit the Brookfield Homes website at www.brookfieldhomes.com.
Contact Information:
Linda Northwood
Director, Investor Relations
Tel: 858-481-2567
Email: lnorthwood@brookfieldhomes.com
*************
Note: Certain statements in this press release that are not historical facts,
including information concerning the expected Dutch auction tender offer and
those statements preceded by, followed by, or that include the words "planned",
"should", "goals", "expected", "targeted," "scheduled" or similar expressions,
constitute forward-looking statements. Undue reliance should not be placed on
forward-looking statements because they involve known and unknown risks,
uncertainties and other factors, which may cause the actual results to differ
materially from the anticipated future results expressed or implied by such
forward-looking statements. Factors that could cause actual results to differ
materially from those set forward in the forward-looking statements include, but
are not limited to: changes in general economic, real estate and other
conditions; mortgage rate changes; availability of suitable undeveloped land at
acceptable prices; adverse legislation or regulation; ability to obtain
necessary permits and approvals for the development of our land; availability of
labor or materials or increases in their costs; ability to develop and market
our master-planned communities successfully; confidence levels of consumers;
ability to raise capital on favorable terms; adverse weather conditions and
natural disasters; relations with the residents of our communities; risks
associated with increased insurance costs or unavailability of adequate coverage
and ability to obtain surety bonds; competitive conditions in the homebuilding
industry, including product and pricing pressures; and additional risks and
uncertainties referred to in our Form 10-K and other SEC filings, many of which
are beyond our control. We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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