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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. 2)
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
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Transaction Valuation* Amount Of Filing Fee
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$92,500,000 $7,484
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*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. 2 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 are either attached as exhibits hereto or were
filed as exhibits to the Schedule TO filed on August 18, 2003, or September 10,
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.
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.*
(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 August 8, 2003.
*** Previously filed on Schedule TO on September 10, 2003.
1
Item 13. Information Required By Schedule 13e-3.
Not applicable.
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
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Paul G. Kerrigan
Executive Vice President, Chief
Financial Officer and Treasurer
Date: September 16, 2003
2
EXHIBIT INDEX
Exhibit
Number Description
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(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.*
(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 August 8, 2003.
*** Previously filed on Schedule TO on September 10, 2003.