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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
 
Brookfield Homes Corporation
(Name of Issuer)
     
Common Stock, par value $0.01 per share   112723 10 1
 
(Title of class of securities)
 
(CUSIP number)
Alan V. Dean
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)
November 1, 2007
(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 person’s 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 15 Pages)
 
 


 

                     
CUSIP No.
 
112723 10 1 
  Page  
  of   
14 

 

           
1   NAMES OF REPORTING PERSONS

BROOKFIELD ASSET MANAGEMENT INC.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ONTARIO
       
  7   SOLE VOTING POWER
     
NUMBER OF   15,021,266
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   15,021,266
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  15,021,266
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  56.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO


 

                     
CUSIP No.
 
112723 10 1 
  Page  
  of   
14 

 

           
1   NAMES OF REPORTING PERSONS

PARTNERS LIMITED
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  AF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ONTARIO
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   15,021,266
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    15,021,266
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  15,021,266
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  56.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO


 

                       
CUSIP No. 112723 10 1 
  SCHEDULE 13D  
Page 4 of 14 pages 
Item 1. Security and Issuer.
     The title and class of equity security to which this statement on Schedule 13D relates is the shares of common stock, par value $0.01 per share (the “Common Shares”), of Brookfield Homes Corporation (“Brookfield Homes”), a Delaware corporation. The principal executive offices of Brookfield Homes are located at 8500 Executive Park Avenue, Suite 300, Fairfax, Virginia 22031.
Item 2. Identity and Background
(a) This Schedule 13D is being filed by each of the following persons (the “Reporting Persons”):
  (i)   Brookfield Asset Management Inc. (“Brookfield”), a corporation formed under the laws of the Province of Ontario; and
 
  (ii)   Partners Limited (“Partners”), a corporation formed under the laws of the Province of Ontario that owns all of Brookfield’s Class B Limited Voting Shares and approximately 10% of Brookfield’s Class A Limited Voting Shares directly or indirectly on a fully diluted basis.
     Schedules I and II hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations and addresses, of each of Brookfield and Partners, respectively.
  (b)   The principal business address of Brookfield and Partners is Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3.
 
  (c)   The principal business of Brookfield is to invest and operate businesses in the real estate, power generation and infrastructure sectors. The principal business of Partners is that of an investment holding company.
 
  (d)-(e)   During the last five years, none of the Reporting Persons and, to the Reporting Persons’ knowledge, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
 
  (f)   Set forth on Schedules I and II hereto are the citizenships of each of the directors and executive officers of each of Brookfield and Partners, respectively.

4


 

                       
CUSIP No. 112723 10 1 
  SCHEDULE 13D  
Page 5 of 14 pages 
Item 3. Source and Amount of Funds or Other Consideration.
     Brookfield, either directly or through one or more wholly-owned subsidiaries, has purchased 281, 800 Common Shares of Brookfield Homes, representing 1.1% of the issued and outstanding Common Shares during the period from August 27, 2007 to November 1, 2007 for an average daily trading price of $17.05 before commissions, as set out in the following table. This Schedule 13D is required to be filed as a result of such transactions. All the funds required for such purchases were taken from cash-on-hand.
                                 
Date of   Amount of     Price per     Where and
Transaction   Securities     Share     How Effected
August 27, 2007
    30,000     $ 19.27     New York Stock Exchange (purchase)
August 28, 2007
    55,000     $ 18.88     New York Stock Exchange (purchase)
August 29, 2007
    20,000     $ 19.30     New York Stock Exchange (purchase)
August 30, 2007
    24,100     $ 19.09     New York Stock Exchange (purchase)
August 31, 2007
    11,800     $ 19.62     New York Stock Exchange (purchase)
September 4, 2007
    3,600     $ 19.75     New York Stock Exchange (purchase)
October 30, 2007
    47,700     $ 14.99     New York Stock Exchange (purchase)
October 31, 2007
    50,000     $ 15.12     New York Stock Exchange (purchase)
November 1, 2007
    39,600     $ 14.34     New York Stock Exchange (purchase)
Total purchases in period
    281,800     $ 17.05                  
 
                           
     See also Item 4.
Item 4. Purpose of Transaction.
     Brookfield from time to time purchases the publicly traded shares of its subsidiaries when these are available on the market at an attractive price relative to their value. For this reason, Brookfield has been acquiring Common Shares of Brookfield Homes on a regular basis since August 6, 2007 and may continue to do so while current market conditions continue. Brookfield may also cease buying securities at any time. Any additional purchases of securities may be in the open market or privately negotiated transactions or otherwise. Brookfield reserves the right to take actions to influence the management of Brookfield Homes should it deem such actions appropriate.

5


 

                       
CUSIP No. 112723 10 1 
  SCHEDULE 13D  
Page 6 of 14 pages 
     On August 31, 2007, Brookfield filed a Schedule 13D report regarding its acquisition of 598,573 Common Shares of Brookfield Homes, representing 2.2% of the issued and outstanding Common Shares, during the period from August 6, 2007 to August 24, 2007.
     Other than as described or contemplated above, none of the Reporting Persons and, to the Reporting Persons’ knowledge, the Scheduled Persons, has any current plans or proposals that relate to or would result in:
  (a)   the acquisition by any person of additional securities of Brookfield Homes, or the disposition of securities of Brookfield Homes;
 
  (b)   an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Brookfield Homes or any of its subsidiaries;
 
  (c)   a sale or transfer of a material amount of assets of Brookfield Homes or any of its subsidiaries;
 
  (d)   any change in the present board of directors or management of Brookfield Homes, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
 
  (e)   any material change in the present capitalization or dividend policy of Brookfield Homes
 
  (f)   any other material change in Brookfield Homes’ business or corporate structure;
 
  (g)   changes in Brookfield Homes’ charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Brookfield Homes by any person;
 
  (h)   causing a class of securities of Brookfield Homes to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
  (i)   a class of equity securities of Brookfield Homes becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
 
  (j)   any action similar to any of those enumerated above.
     Item 5. Interest in Securities of the Issuer.
     (a)-(b)     As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 15,021,266 Common Shares. Such Common Shares constitute approximately 56.4% of the issued and outstanding Common Shares based on the number of Common Shares outstanding as of November 1, 2007. Brookfield may be deemed to have the sole power to vote or direct the vote of the Common Shares beneficially owned by it with respect to those matters described above or to dispose of such Common Shares. Brookfield may hold the Common

6


 

                       
CUSIP No. 112723 10 1 
  SCHEDULE 13D  
Page 7 of 14 pages 
      Shares 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 Shares beneficially owned by it with respect to those matters described above or to dispose of such Common Shares.
 
  (c)   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 Shares.
 
  (d)   Not applicable.
 
  (e)   Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
     Partners is the major shareholder of Brookfield.
     The information set forth in Item 4 hereto is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
    Exhibit 1  Joint Filing Agreement, dated as of November 8, 2007, between Brookfield Asset Management Inc. and Partners Limited.
SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s 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: November 8, 2007
         
  BROOKFIELD ASSET MANAGEMENT INC.
 
 
  By:   /s/ Alan V. Dean    
    Name:   Alan V. Dean   
    Title:   Senior Vice-President and Secretary   
 
         
  PARTNERS LIMITED
 
 
  By:   /s/ Loretta M. Corso    
    Name:   Loretta M. Corso   
    Title:   Secretary   

7


 

                       
CUSIP No. 112723 10 1 
  SCHEDULE 13D  
Page 8 of 14 pages 
         
SCHEDULE I
BROOKFIELD ASSET MANAGEMENT INC.
         
Jack L. Cockwell    
 
  Citizenship:   Canada
 
  Business Address:   51 Yonge Street, Suite 400, Toronto, Ontario, M5E 1J1
 
  Present Principal
Occupation or Employment:
  Group Chairman
 
  Employer:   Brookfield Asset Management Inc.
 
  Employer’s Business:   A global asset management company
 
  Employer’s Address:   Same as Business Address
 
       
Marcel R. Coutu    
 
  Citizenship:   Canada
 
  Business Address:   2500 First Canadian Centre, 350 — 7th Ave. S.W., Calgary,
Alberta T2P 3N9
 
  Present Principal
Occupation or Employment:
  President & Chief Executive Officer
 
  Employer:   Canadian Oil Sands Limited
 
  Employer’s Business:   An oil company
 
  Employer’s Address:   Same as Business Address
 
       
William A. Dimma    
 
  Citizenship:   Canadian
 
  Business Address:   Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario
M5J 2T3
 
  Present Principal
Occupation or Employment:
  Chairman and director
 
  Employer:   Home Capital Group Inc.
 
  Employer’s Business:   Real estate
 
  Employer’s Address:   Same as Business Address
 
       
Sen. J. Trevor Eyton    
 
  Citizenship:   Canada
 
  Business Address:   44 Victoria Street, Suite #300, Toronto, Ontario M5C 1Y2
 
  Present Principal
Occupation or Employment:
  Member of the Senate of Canada
 
  Employer:   The Senate of Canada
 
  Employer’s Business:   Government
 
  Employer’s Address:   Room 561-S, Centre Block, Parliament Buildings, 11
Wellington Street, Ottawa, Ontario K1A 0A4

8


 

                       
CUSIP No. 112723 10 1 
  SCHEDULE 13D  
Page 9 of 14 pages 
         
J. Bruce Flatt    
 
  Citizenship:   Canada
 
  Business Address:   Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario
M5J 2T3
 
  Present Principal
Occupation or Employment:
  Chief Executive Officer
 
  Employer:   Brookfield Asset Management Inc.
 
  Employer’s Business:   A global asset management company
 
  Employer’s Address:   Same as Business Address
 
       
James K. Gray    
 
  Citizenship:   Canada
 
  Business Address:   335 Eighth Ave. S.W., Royal Bank Building, Suite 1700,
Calgary, Alberta T2P 1C9
 
  Present Principal
Occupation or Employment:
  Corporate Director
 
  Employer:   N/A
 
  Employer’s Business:   N/A
 
  Employer’s Address:   N/A
 
       
Robert J. Harding    
 
  Citizenship:   Canada
 
  Business Address:   Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario
M5J 2T3
 
  Present Principal
Occupation or Employment:
  Chairman
 
  Employer:   Brookfield Asset Management Inc.
 
  Employer’s Business:   A global asset management company
 
  Employer’s Address:   Same as Business Address
 
       
David W. Kerr    
 
  Citizenship:   Canada
 
  Business Address:   Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario
M5J 2T3
 
  Present Principal
Occupation or Employment:
  Corporate Director
 
  Employer:   N/A
 
  Employer’s Business:   N/A
 
  Employer’s Address:   N/A

9


 

                       
CUSIP No. 112723 10 1 
  SCHEDULE 13D  
Page 10 of 14 pages 
         
Lance Liebman    
 
  Citizenship:   United States of America
 
  Business Address:   435 West 116th Street, New York, New York 10027-7297
 
  Present Principal
Occupation or Employment:
  Professor of law
 
  Employer:   Columbia Law School
 
  Employer’s Business:   Education
 
  Employer’s Address:   Same as Business Address
 
       
Philip B. Lind    
 
  Citizenship:   Canada
 
  Business Address:   333 Bloor Street E., 10th Floor, Toronto, Ontario M4W 1G9
 
  Present Principal
Occupation or Employment:
  Vice-Chairman
 
  Employer:   Rogers Communications Inc.
 
  Employer’s Business:   Diversified communications company
 
  Employer’s Address:   Same as Business Address
 
       
Roy MacLaren    
 
  Citizenship:   Canada
 
  Business Address:   425 Russell Hill Road, Toronto, Ontario M5P 2S4
 
  Present Principal
Occupation or Employment:
  Corporate Director
 
  Employer:   N/A
 
  Employer’s Business:   N/A
 
  Employer’s Address:   N/A
 
       
G. Wallace F. McCain    
 
  Citizenship:   Canada
 
  Business Address:   30 St. Clair Ave. W., #1500, Toronto, Ontario M4V 3A2
 
  Present Principal
Occupation or Employment:
  Chairman
 
  Employer:   Maple Leaf Foods Inc.
 
  Employer’s Business:   Processed Food Manufacturer
 
  Employer’s Address:   Same as Business Address
 
       
Jack M. Mintz    
 
  Citizenship:   Canada
 
  Business Address:   105 St. George St., #529, Toronto, Ontario M5E 3E6
 
  Present Principal
Occupation or Employment:
  Professor
 
  Employer:   Joseph L. Rotman School of Management
 
  Employer’s Business:   Business Economics
 
  Employer’s Address:   Same as Business Address

10


 

                       
CUSIP No. 112723 10 1 
  SCHEDULE 13D  
Page 11 of 14 pages 
         
George S. Taylor    
 
  Citizenship:   Canada
 
  Business Address:   R.R. #3, 4675 Line 3, Saint Marys, Ontario N4X 1C6
 
  Present Principal
Occupation or Employment:
  Corporate Director
 
  Employer:   N/A
 
  Employer’s Business:   N/A
 
  Employer’s Address:   N/A
 
       
Brian D. Lawson    
 
  Citizenship:   Canada
 
  Business Address:   Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario
M5J 2T3
 
  Present Principal
Occupation or Employment:
  Chief Financial Officer
 
  Employer:   Brookfield Asset Management Inc.
 
  Employer’s Business:   A global asset management company
 
  Employer’s Address:   Same as Business Address
 
       
Jeffrey M. Blidner    
 
  Citizenship:   Canada
 
  Business Address:   Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3
 
  Present Principal
Occupation or Employment:
  Managing Partner
 
  Employer:   Brookfield Asset Management Inc.
 
  Employer’s Business:   A global asset management company
 
  Employer’s Address:   Same as Business Address
 
       
Frank J. McKenna    
 
  Citizenship:   Canada
 
  Business Address:   P.O. Box 1, TD Centre, 66 Wellington St. W., 4th Floor, TD
Tower, Toronto, Ontario M5K 1A2
 
  Present Principal
Occupation or Employment:
  Deputy Chair
 
  Employer:   TD Bank Financial Group
 
  Employer’s Business:   Financial services company
 
  Employer’s Address:   Same as Business Address

11


 

                       
CUSIP No. 112723 10 1 
  SCHEDULE 13D  
Page 12 of 14 pages 
         
George E. Myhal    
 
  Citizenship:   Canada
 
  Business Address:   Brookfield Place, 181 Bay Street, Suite 300, Toronto,
Ontario M5J 2T3
 
  Present Principal
Occupation or Employment:
  Managing Partner
 
  Employer:   Brookfield Asset Management Inc.
 
  Employer’s Business:   A global asset management company
 
  Employer’s Address:   Same as Business Address
 
       
James A. Pattison    
 
  Citizenship:   Canada
 
  Business Address:
Present Principal

  1800 — 1067 West Cordova St., Vancouver, B.C. V6C 1C7
 
  Occupation or Employment:   Chairman
 
  Employer:   The Jim Pattison Group
 
  Employer’s Business:   A diversified consumer products company
 
  Employer’s Address:   Same as Business Address
 
       
Samuel J.B. Pollock    
 
  Citizenship:   Canada
 
  Business Address:   Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario
M5J 2T3
 
  Present Principal
Occupation or Employment:
  Managing Partner
 
  Employer:   Brookfield Asset Management Inc.
 
  Employer’s Business:   A global asset management company
 
  Employer’s Address:   Same as Business Address

12


 

                       
CUSIP No. 112723 10 1 
  SCHEDULE 13D  
Page 13 of 14 pages 
SCHEDULE II
PARTNERS LIMITED
         
Gordon E. Arnell    
 
  Citizenship:   Canada
 
  Business Address:   Brookfield Place, 181 Bay Street, Suite 300, Toronto,
Ontario M5J 2T3
 
  Present Principal
Occupation or Employment:
  Chairman
 
  Employer:   Brookfield Properties Corporation
 
  Employer’s Business:   A real estate company
 
  Employer’s Address:   Same as Business Address
 
       
Jack L. Cockwell — see Schedule I    
 
       
Robert J. Harding — see Schedule I    
 
       
David W. Kerr — see Schedule I    
 
       
Edward C. Kress    
 
  Citizenship:   Canada
 
  Business Address:   51 Yonge Street, Suite 400, Toronto, Ontario, M5E 1J1
 
  Present Principal
Occupation or Employment:
  Group Chairman
 
  Employer:   Brookfield Power Corp.
 
  Employer’s Business:   A power generation company
 
  Employer’s Address:   Same as Business Address
 
       
Timothy E. Price    
 
  Citizenship:   Canada
 
  Business Address:   51 Yonge Street, Suite 400, Toronto, Ontario, M5E 1J1
 
  Present Principal
Occupation or Employment:
  Group Chairman, Funds Management
 
  Employer:   Brookfield Asset Management Inc.
 
  Employer’s Business:   A global asset management company
 
  Employer’s Address:   Same as Business Address

13