SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G/A
(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. 1)*
Eagle Materials Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
26969P108
(CUSIP Number)
December 31, 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).
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
100
SHARES
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BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
100
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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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)
0%
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(12) TYPE OF REPORTING PERSON
CO
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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
100
SHARES
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BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
100
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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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)
0%
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(12) TYPE OF REPORTING PERSON
IN
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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.
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]
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: 100
(b) Percent of class: 0% (All percentages herein are based on
43,544,038 shares of Common Stock reported to be outstanding
as of November 5, 2008, as reflected in the Form 10-Q filed by
the Company on November 7, 2008.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
100
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
100
(iv) shared power to dispose or to direct the disposition of
0
B. Daniel S. Och
(a) Amount beneficially owned: 100
(b) Percent of class: 0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
100
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
100
(iv) shared power to dispose or to direct the disposition of
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact as of the date
hereof the Reporting Persons have ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [X].
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.
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.
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: February 13, 2009 /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