- Amended Statement of Beneficial Ownership (SC 13D/A)
12 January 2010 - 10:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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
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SCHEDULE 13D
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Page
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2
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of
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6
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1
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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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2
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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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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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ONTARIO
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7
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SOLE VOTING POWER
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NUMBER OF
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52,604,459 SHARES OF COMMON STOCK
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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52,604,459 SHARES OF COMMON STOCK
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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52,604,459 SHARES OF COMMON STOCK
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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82.4% OF THE OUTSTANDING SHARES OF COMMON STOCK
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No.
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112723 10 1
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SCHEDULE 13D
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Page
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3
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of
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6
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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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2
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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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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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ONTARIO
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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52,604,459 SHARES OF COMMON STOCK
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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52,604,459 SHARES OF COMMON STOCK
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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52,604,459 SHARES OF COMMON STOCK
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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82.4% OF THE OUTSTANDING SHARES OF COMMON STOCK
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No.
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112723 10 1
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SCHEDULE 13D
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Page
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4
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of
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6
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Explanatory Note
This Amendment No. 4 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, Amendment
No. 2 to the Schedule 13D filed on December 21, 2007 by Brookfield and Partners and Amendment No. 3
to the Schedule 13D filed on December 17, 2009 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.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Brookfield, through a wholly-owned United States subsidiary, owns 9,922,495 shares of 8%
Convertible Stock, Series A (Preferred Stock) of the Company. On December 31, 2009, Brookfield
received 1,596,111 shares of Common Stock as a semi-annual dividend paid on such shares of
Preferred Stock. This Schedule 13D is being filed as a result of such dividend.
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Item 5.
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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 17,166,977 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 52,604,459 shares of Common Stock. Such shares
of Common Stock constitute approximately 82.4% of the issued and outstanding Common
Stock on an as-converted basis based on the number of shares of Common Stock
outstanding as of December 31, 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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(e)
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Not applicable.
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4
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CUSIP No.
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112723 10 1
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SCHEDULE 13D
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Page
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5
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of
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6
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Item 7.
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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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5
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CUSIP No.
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112723 10 1
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SCHEDULE 13D
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Page
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6
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of
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6
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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: January 11, 2010
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BROOKFIELD ASSET MANAGEMENT INC.
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By:
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/s/ Catherine Johnston
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Name:
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Catherine Johnston
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Title:
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Corporate Secretary and Legal Counsel
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PARTNERS LIMITED
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By:
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/s/ Loretta M. Corso
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Name:
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Loretta M. Corso
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Title:
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Secretary
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6
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