SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2
(Amendment No. )*
Eagle Materials Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
26969P108 (CUSIP Number)
June 25, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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* 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("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).
Schedule 13G PAGE 2 of 9
CUSIP No. 26969P108
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(1) NAME OF REPORTING PERSON
Och-Ziff Capital Management Group LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
2,278,491
SHARES
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BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY _____________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
2,278,491
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,278,491
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.25%
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(12) TYPE OF REPORTING PERSON
CO
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Schedule 13G PAGE 3 of 9
CUSIP No. 26969P108
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(1) NAME OF REPORTING PERSON
Daniel S. Och
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
2,278,491
SHARES
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BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY _____________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
2,278,491
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,278,491
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.25%
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(12) TYPE OF REPORTING PERSON
IN
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Schedule 13G PAGE 4 of 9
CUSIP No. 26969P108
ITEM 1(a). NAME OF ISSUER:
Eagle Materials Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3811 Turtle Creek Blvd, Suite 1100, Dallas, Texas 75219
ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL
BUSINESS OFFICE AND CITIZENSHIP:
This statement is filed by the entities and persons listed below, all of
whom together are referred to herein as the "Reporting Persons":
(i) Och-Ziff Capital Management Group LLC("OZM"), a Delaware
limited liability company, is a holding company, which is
the sole shareholder of Och-Ziff Holding LLC, a Delaware
limited liability company, which serves as the general
partner of another investment fund, with respect to the
Shares reported in this Schedule 13G managed by OZM (the
"Accounts").
(ii) Daniel S. Och, who is the Chief Executive Officer and the
Executive Managing Director of Och-Ziff Capital Management
Group LLC, with respect to the Shares reported in this
Schedule 13G managed by OZM and held by the Accounts.
The citizenship of OZM is set forth above. Daniel S. Och is a United
States citizen.
The address of the principal business office of each of the Reporting
Persons is 9 West 57th Street, 39th Floor, New York, NY 10019.
Schedule 13G PAGE 5 of 9
CUSIP No. 26969P108
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value.
ITEM 2(e). CUSIP NUMBER:
26969P108
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO ss.ss. 240.13d-1(b) or
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940;
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940: see Rule
13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G);
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940;
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]
Schedule 13G PAGE 6 of 9
CUSIP No. 26969P108
ITEM 4. OWNERSHIP.
OZM is the sole shareholder of Och-Ziff Holding LLC. As such, it may
be deemed to control Och-Ziff Holding LLC and therefore may be deemed to be the
beneficial owner of the Shares reported in this Schedule 13G. Mr. Daniel S. Och
is the Chief Executive Officer and Executive Managing Director of OZM. As such,
he may be deemed to control such entity and therefore be deemed to be the
beneficial owner of the Shares reported in this Schedule 13G.
Each of the Reporting Persons hereby disclaims any beneficial
ownership of any such Shares.
A. OZM
(a) Amount beneficially owned: 2,278,491
(b) Percent of class: 5.25%
(All percentages herein are based on 43,440,408 shares of
Common Stock reported to be outstanding as of May 23, 2008,
as reflected in the Form 10-K/A filed by the Company on
June 27, 2008.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 2,278,491
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of
2,278,491
(iv) shared power to dispose or to direct the disposition of
0
B. Daniel S. Och
(a) Amount beneficially owned: 2,278,491
(b) Percent of class: 5.25%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 2,278,491
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of
2,278,491
(iv) shared power to dispose or to direct the disposition of
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Item 4.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
Schedule 13G PAGE 7 of 9
CUSIP No. 26969P108
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Item 4.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS. (if filing pursuant to Rule 13d-1(c))
Each of the Reporting Persons hereby make the following certification:
By signing below each Reporting Person certifies that, to the best of
its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
Schedule 13G PAGE 8 of 9
CUSIP No. 26969P108
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: July 7, 2008 /s/ Daniel S. Och
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Och-Ziff Capital Management Group LLC
By Daniel S. Och
Chief Executive Officer and
Executive Managing Director
/s/ Daniel S. Och
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Daniel S. Och
Schedule 13G PAGE 9 of 9
CUSIP No. 26969P108
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: July 7, 2008 /s/ Daniel S. Och
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Och-Ziff Capital Management Group LLC
By Daniel S. Och
Chief Executive Officer and
Executive Managing Director
/s/ Daniel S. Och
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Daniel S. Och