SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
Eagle
Materials Inc.
(Name
of
Issuer)
Common
Stock, $0.01 par value
(Title
of
Class of Securities)
2696P108
(CUSIP
Number)
June
1, 2007
(Date
of
Event Which Requires Filing of this Statement)
Check
the
following box to designate the rule pursuant to which the Schedule is filed:
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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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).
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CUSIP
No. 2696P108
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
D.
E. Shaw & Co., L.P.
13-3695715
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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)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting Power
-0-
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6.
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Shared
Voting Power
2,225,643
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7.
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Sole
Dispositive Power
-0-
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8.
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Shared
Dispositive Power
2,451,343
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,451,343
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
5.1%
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12.
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Type
of Reporting Person (See Instructions)
IA,
PN
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CUSIP
No. 2696P108
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||||||
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1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
David
E. Shaw
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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)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
-0-
|
||||
|
6.
|
Shared
Voting Power
2,225,643
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|||||
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7.
|
Sole
Dispositive Power
-0-
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|||||
|
8.
|
Shared
Dispositive Power
2,451,343
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|||||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,451,343
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|||||
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
|
|||||
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11.
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Percent
of Class Represented by Amount in Row (9)
5.1%
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12.
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Type
of Reporting Person (See Instructions)
IN
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Item
1.
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(a)
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Name
of Issuer
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Eagle
Materials Inc.
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(b)
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Address
of Issuer's Principal Executive Offices
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3811
Turtle Creek Blvd.
Suite
1100
Dallas,
TX 75219
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Item
2.
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(a)
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Name
of Person Filing
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D.
E. Shaw & Co., L.P.
David
E. Shaw
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(b)
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Address
of Principal Business Office or, if none,
Residence
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The
business address for each reporting person is:
120
W. 45th
Street, Tower 45, 39th
Floor
New
York, NY 10036
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(c)
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Citizenship
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D.
E. Shaw & Co., L.P. is a limited partnership organized under the laws
of the state of Delaware.
David
E. Shaw is a citizen of the United States of America.
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(d)
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Title
of Class of Securities
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Common
Stock, $0.01 par value
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(e)
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CUSIP
Number
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2696P108
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| Item 3. |
If
this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c),
check whether the person filing is a:
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Not
applicable
| Item 4. |
Ownership
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As
of
June 6, 2007:
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(a)
Amount beneficially owned:
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D.
E. Shaw & Co., L.P.:
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2,451,343
shares
This
is composed of (i) 1,164,593 shares in the name of D. E. Shaw
Oculus Portfolios, L.L.C., (ii) 780,450 shares in the name
of
D. E. Shaw Valence Portfolios, L.L.C., and (iii) 506,300 shares
under the management of D. E. Shaw Investment Management,
L.L.C.
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David
E. Shaw:
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2,451,343
shares
This
is composed of (i) 1,164,593 shares in the name of D. E. Shaw
Oculus Portfolios, L.L.C., (ii) 780,450 shares in the name
of
D. E. Shaw Valence Portfolios, L.L.C., and (iii) 506,300 shares
under the management of D. E. Shaw Investment Management,
L.L.C.
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(b)
Percent of class:
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D.
E. Shaw & Co., L.P.:
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5.1%
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David
E. Shaw:
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5.1%
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(c)
Number of shares to which the person has:
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(i)
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Sole
power to vote or to direct the vote:
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(ii)
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Shared
power to vote or to direct the vote:
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D.
E. Shaw & Co., L.P.:
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2,225,643
shares
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David
E. Shaw:
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2,225,643 shares
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(iii)
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Sole
power to dispose or to direct the disposition of:
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(iv)
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Shared
power to dispose or to direct the disposition of:
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D.
E. Shaw & Co., L.P.:
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2,451,343
shares
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David
E. Shaw:
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2,451,343
shares
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David
E.
Shaw does not own any shares directly. By virtue of David E. Shaw’s position as
President and sole shareholder of D. E. Shaw & Co., Inc., which is
the general partner of D. E. Shaw & Co., L.P., which in turn is
the investment adviser of D. E. Shaw Oculus Portfolios, L.L.C., the
managing member and investment adviser of D. E. Shaw Valence
Portfolios, L.L.C., and the managing member of D. E. Shaw Investment
Management, L.L.C., and by virtue of David E. Shaw’s position as President and
sole shareholder of D. E. Shaw & Co. II, Inc., which is the
managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing
member of D. E. Shaw Oculus Portfolios, L.L.C., David E. Shaw may be
deemed to have the shared power to vote or direct the vote of 2,225,643
shares,
and the shared power to dispose or direct the disposition of 2,451,343
shares,
the 2,451,343 shares as described above constituting 5.1% of the outstanding
shares and, therefore, David E. Shaw may be deemed to be the beneficial
owner of
such shares. David E. Shaw disclaims beneficial ownership of such 2,451,343
shares.
| Item 5. |
Ownership
of Five Percent or Less of a
Class
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Not
Applicable
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| Item 6. |
Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
Applicable
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| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company or Control Person.
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Not
Applicable
| Item 8. |
Identification
and Classification of Members of the
Group
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Not
Applicable
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| Item 9. |
Notice
of Dissolution of Group
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Not
Applicable
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| Item 10. |
Certification
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By
signing below, each of D. E. Shaw & Co., L.P. and David E. Shaw
certify that, to the best of such reporting person’s 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 such purposes or
effect.
SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief,
the
undersigned certify that the information set forth in this statement
is true,
complete and correct. A Power of Attorney, dated February 24, 2004,
granted by
David E. Shaw in favor of Anne Dinning, is attached hereto.
Dated:
June 11, 2007
| D. E. Shaw & Co., L.P. | ||
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| By: | /s/ Anne Dinning | |
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Anne
Dinning
Managing
Director
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| David E. Shaw | ||
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| By: | /s/ Anne Dinning | |
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Anne
Dinning
Attorney-in-Fact
for David E.
Shaw
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Exhibit
1
POWER
OF
ATTORNEY
FOR
CERTAIN FILINGS
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
I,
David
E. Shaw, hereby make, constitute and appoint each of:
Anne
Dinning,
Julius
Gaudio,
Lou
Salkind,
Stuart
Steckler, and
Eric
Wepsic,
acting
individually, as my agent and attorney-in-fact, with full power of substitution,
for the purpose of, from time to time, executing in my name and/or my capacity
as President of D. E. Shaw & Co., Inc. (acting for itself or as
the general partner of D. E. Shaw & Co., L.P. and general partner or
managing member of other entities, any which in turn may be acting for itself
or
other entities) all documents, certificates, instruments, statement, other
filings, and amendments to the forgoing (collectively, “documents”) determined
by such person to be necessary or appropriate to comply with ownership or
control-person reporting requirements imposed by any United States or non-United
States governmental or regulatory authority, including without limitation
Forms
3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange
Commission; and delivering, furnishing or filing any such documents with
the
appropriate governmental or regulatory authority. Any such determination
shall
be conclusively evidenced by such person’s execution, delivery, furnishing,
and/or filing of the applicable document.
This
power of attorney shall be valid from the date hereof and replaces the power
granted on February 5, 2001, which is hereby cancelled.
IN
WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date:
February 24, 2004
DAVID
E.
SHAW, as President of
D.
E.
Shaw & Co., Inc.
/s/
David
E. Shaw
New
York,
New York
Exhibit
2
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as
amended, each of the undersigned Reporting Persons hereby agrees to the joint
filing, along with all other such Reporting Persons, on behalf of each of
them
of a statement on Schedule 13G (including amendments thereto) with respect
to
the Common Stock, $0.01 par value, of Eagle Materials Inc., and that this
Agreement be included as an Exhibit to such joint filing. This Agreement
may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
IN
WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as
of
this 11th day of June, 2007.
| D. E. Shaw & Co., L.P. | ||
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| By: | /s/ Anne Dinning | |
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Anne
Dinning
Managing
Director
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| David E. Shaw | ||
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| By: | /s/ Anne Dinning | |
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Anne
Dinning
Attorney-in-Fact
for David E.
Shaw
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