SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 to

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

HEADWATERS INCORPORATED

(Name of Subject Company (Issuer))

HEADWATERS INCORPORATED

(Name of Filing Person (Offeror))

2-7/8% Convertible Senior Subordinated Notes due 2016	42210PAA0 and 42210PAB8
(Title of Class of Securities)	(CUSIP Numbers of Class of Securities)

Kirk A. Benson

Chief Executive Officer and Chairman of the Board of Directors

Headwaters Incorporated

10653 South River Front Parkway, Suite 300

South Jordan, UT 84095

(801) 984-9400

(Name, address, and telephone numbers of person authorized to

receive notices and communications on behalf of filing persons)

Copies to:

Linda C. Williams, Esq.

Pillsbury Winthrop Shaw Pittman LLP

50 Fremont Street

San Francisco, CA 94105

(415) 983-1000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$71,800,000	$4,006.44

* The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the purchase of the $71.8 million in aggregate principal amount outstanding of 2-7/8% Convertible Senior Subordinated Notes due 2016 at the offer price of $1,000 per $1,000 principal amount.

** $55.80 per million dollars of transaction value, in accordance with Rule 0-11(b) and Fee Rate Advisory No. 5 for fiscal year 2009. Previously paid.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable.
Form or Registration No.:	Not applicable.
Filing party:	Not applicable.
Date filed:	Not applicable.

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13d-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

INTRODUCTORY STATEMENT

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission (the “SEC”) by Headwaters Incorporated, a Delaware corporation (“Headwaters” or the “Company”), on September 24, 2009, as amended by that certain Amendment No. 1 to Schedule TO filed with the SEC on October 21, 2009 (as amended and supplemented to date, the “Schedule TO”), in connection with Headwaters’ offer to purchase for cash any and all of Headwaters’ $71.8 million aggregate principal amount outstanding of 2-7/8% Convertible Senior Subordinated Notes due 2016 (the “Notes”) at a price of $1,000 per $1,000 in principal amount (the “Offer”). Tendering holders of Notes that are accepted for purchase will also receive accrued and unpaid interest on the Notes from the last interest payment date to, but excluding, the date of payment, as described in the Offer to Purchase, dated September 24, 2009 (the “Offer to Purchase”). Headwaters’ offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which together, as amended or supplemented from time to time, constitute the “Offer”).

Except as provided herein, this Amendment No. 2 does not alter the terms and conditions previously set forth in the Schedule TO, and should be read in conjunction with the Schedule TO, including all exhibits filed therewith.

This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.

All of the information set forth in the Offer to Purchase and the related Letter of Transmittal is hereby expressly incorporated by reference in answer to all items in this Schedule TO, and as more particularly set forth below:

ITEM 4. TERMS OF THE TRANSACTION.

Item 4 of the Schedule TO is hereby amended and supplemented by adding the following:

The Offer expired at 5:00 p.m., New York City time, on October 27, 2009 (the “Expiration Date”). On October 28, 2009, Headwaters announced the acceptance for purchase of all outstanding Notes that were validly tendered and not withdrawn as of the Expiration Date. Based on final information provided to Headwaters by Wilmington Trust FSB (the “Depositary”), $71,594,000 aggregate principal amount of Notes, representing approximately 99.7% of the aggregate principal amount of the outstanding Notes prior to the Offer, were validly tendered and accepted for purchase in the Offer, at a purchase price of $1,000 per $1,000 principal amount of Notes, plus accrued and unpaid interest through, but excluding, the date of purchase. The aggregate consideration (including interest) for the accepted Notes of $72,434,483.73 will be delivered promptly to tendering holders by the Depositary. The full text of Headwaters’ press release, dated October 28, 2009 announcing the expiration and results of the Offer is filed as Exhibit (a)(5)(iii) hereto and is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) Source of Funds and (d) Borrowed Funds. The information set forth under the caption “Source and Amount of Funds” in the Offer to Purchase is amended and supplemented by the following information:

On October 27, 2009, Headwaters announced the closing of its offering of $328,250,000 aggregate principal amount of 11 ³/8% Senior Secured Notes due 2014 (the “11 ³/8% Notes”) in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. The 11 ³/ 8% Notes are senior secured obligations of Headwaters and are guaranteed by certain of Headwaters’ existing and future domestic subsidiaries. Net proceeds of the 11 ³/8% Notes were approximately $317.0 million (after deducting the initial purchasers’ commissions and estimated transaction fees and expenses), which will be used in part to pay the purchase price for the Notes that were validly tendered and not withdrawn as of the Expiration Date and to repay Headwaters’ existing senior secured credit facility. Headwaters also announced on October 27, 2009, the entry into a new senior secured first lien asset-based revolving credit facility by certain direct wholly owned subsidiaries of Headwaters as borrowers and Headwaters as a guarantor. The new senior secured first lien asset-based revolving credit facility will provide up to $70 million of revolving loans, subject to borrowing base limitations, and will have a four year maturity. No borrowings under the new senior secured first lien asset-based revolving credit facility will be used to pay the purchase price for the Notes.

ITEM 11. ADDITIONAL INFORMATION.

(a) Agreements, Regulatory Requirements and Legal Proceedings. The documents and information referred to under the caption “Incorporation of Documents by Reference” in the Offer to Purchase are amended and supplemented as follows:

Our current report on Form 8-K filed with the SEC on October 27, 2009.

ITEM 12. EXHIBITS.

The Index to Exhibits appearing after the signature page is incorporated herein by reference.

2

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct.

	HEADWATERS INCORPORATED
By	/S/    KIRK A. BENSON
	Kirk A. Benson
	Chief Executive Officer

Date: October 28, 2009

Index to Exhibits

Exhibit Number	Description
(a)(1)(i)*	Offer to Purchase, dated September 24, 2009.
(a)(1)(ii)*	Form of Letter of Transmittal.
(a)(1)(iii)*	IRS Form W-9.
(a)(5)(i)*	Press Release, dated September 24, 2009.
(a)(5)(ii)*	Press Release, dated October 21, 2009.
(a)(5)(iii)	Press Release, dated October 28, 2009.
(b)(1)	Indenture related to the 11 3/8% Senior Secured Notes due 2014, dated as of October 27, 2009, among Headwaters Incorporated, the guarantors named therein and Wilmington Trust FSB as trustee and collateral agent (including forms of 11 3/8% Senior Secured Notes due 2014) (incorporated by reference to the indicated exhibit filed with the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2009).
(b)(2)	Registration Rights Agreement, dated as of October 27, 2009, among Headwaters Incorporated and certain of its subsidiaries named therein, Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, Bank of America Securities LLC, U.S. Bancorp Investments, Inc., Canaccord Adams Inc. and Stephens Inc. (incorporated by reference to the indicated exhibit filed with the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2009).
(d)(1)	Indenture dated as of June 1, 2004, between Headwaters Incorporated and Wilmington Trust FSB, a federal savings bank, as Trustee (incorporated by reference to the indicated exhibit filed with Headwaters’ Current Report on Form 8-K/A filed with the SEC on December 7, 2004).
(d)(2)	Registration Rights Agreement, dated as of June 1, 2004, by and among Headwaters Incorporated and Morgan Stanley & Co. (incorporated by reference to the indicated exhibit filed with the Company’s Registration Statement on Form S-3 filed with the SEC on July 20, 2004).
(d)(3)	Indenture, dated as of January 22, 2007, between the Company, as issuer, and Wilmington Trust FSB, a federal savings bank, as Trustee (incorporated by reference to the indicated exhibit filed with the Company’s Current Report on Form 8-K filed with the SEC on January 22, 2007).
(d)(4)	Indenture, dated as of December 19, 2008, between the registrant and Wilmington Trust FSB, a federal savings bank, as Trustee (incorporated by reference to the indicated exhibit filed with Headwaters’ Current Report on Form 8-K, filed with the SEC on December 22, 2008).
(d)(5)	Registration Rights Agreement, dated as of December 19, 2008, among Headwaters and the investors named therein (incorporated by reference to the indicated exhibit filed with Headwaters’ Current Report on Form 8-K filed with the SEC on December 22, 2008).
(d)(6)	Indenture, dated as of March 30, 2009, between Headwaters and Wilmington Trust FSB, a federal savings bank, as Trustee (incorporated by reference to the indicated exhibit filed with Headwaters’ Current Report on Form 8-K filed with the SEC on April 3, 2009).
(d)(7)	Registration Rights Agreement, dated as of March 30, 2009, between Headwaters and the investors named therein (incorporated by reference to the indicated exhibit filed with Headwaters’ Current Report on Form 8-K filed with the SEC on April 3, 2009).
(d)(8)	Headwaters Incorporated Amended and Restated Long Term Incentive Compensation Plan (incorporated by reference to the indicated exhibit filed with Headwaters’ Quarterly Report on Form 10-Q, filed with the SEC on May 7, 2009).
(d)(9)	1995 Stock Option Plan (incorporated by reference to the indicated exhibit filed with Headwaters’ Registration Statement on Form 10, filed February 26, 1996).
(d)(10)	First Amendment to 1995 Stock Option Plan (incorporated by reference to Exhibit 10.5.1 filed with Headwaters’ Registration Statement on Form 10, filed February 26, 1996).
(d)(11)	2002 Stock Incentive Plan (incorporated by reference to the indicated exhibit filed with Headwaters’ Annual Report on Form 10-K, for the fiscal year ended September 30, 2004).
(d)(12)	2003 Stock Incentive Plan (incorporated by reference to the indicated exhibit filed with Headwaters’ Quarterly Report on Form 10-Q, for the quarter ended December 31, 2002).
(d)(13)	Form of Lock Up Agreement (incorporated by reference to Exhibit C to Exhibit 1.1 filed with the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2009).

* Previously filed with the Schedule TO

EX-99.(A)(5)(III)

Exhibit (a)(5)(iii)

N E WS   B U L L E T I N	RE: Headwaters Incorporated
	10653 S. River Front Parkway, Suite 300
	South Jordan, UT 84095
	Phone: (801) 984-9400
	NYSE: HW
FOR FURTHER INFORMATION AT THE COMPANY: Sharon Madden Vice President of Investor Relations (801) 984-9400	ANALYST CONTACT: Tricia Ross Financial Profiles (916) 939-7285

IMMEDIATE RELEASE:

OCTOBER 28, 2009

HEADWATERS INCORPORATED ANNOUNCES

RESULTS OF CASH TENDER OFFER

SOUTH JORDAN, UTAH, OCTOBER 28, 2009 (NYSE: HW) – HEADWATERS INCORPORATED announced today the results of its cash tender offer for any and all of its outstanding 2-7/8% Convertible Senior Subordinated Notes due 2016 (CUSIP Nos. 42210PAA0 and 42210PAB8) (the “notes”). The tender offer expired at 5:00 p.m. New York City time on October 27, 2009.

In accordance with the terms and conditions of the tender offer, and based on the information provided to Headwaters by Wilmington Trust FSB, the depositary for the tender offer, $71,594,000 in aggregate principal amount of the notes, representing approximately 99.7% of the aggregate principal amount of the outstanding notes prior to the tender offer, had been validly tendered and not withdrawn in the tender offer. All notes validly tendered and not withdrawn have been accepted for payment by Headwaters. Payment of the aggregate consideration of $72,434,483.73 (including accrued and unpaid interest) will be made in accordance with the terms of the tender offer. After giving effect to the purchase of the tendered notes, $201,000 aggregate principal amount of the notes remains outstanding.

Deutsche Bank Securities Inc. acted as dealer manager for the tender offer, Morrow & Co, LLC acted as information agent for the tender offer, and Wilmington Trust FSB served as depositary for the tender offer.

This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell, any securities.

About Headwaters Incorporated

Headwaters Incorporated’s vision is to improve sustainability by transforming underutilized resources into valuable products. Headwaters is a diversified growth company providing products, technologies and services to the energy, construction and home improvement industries. Through its energy, coal combustion products, and building products businesses, the Company earns a revenue stream that helps to provide the capital to expand and acquire synergistic new business opportunities.

Forward Looking Statements

Certain statements contained in this press release are forward-looking statements within the meaning of federal securities laws and Headwaters intends that such forward-looking statements be subject to the safe-harbor created thereby. Forward-looking statements include Headwaters’ expectations as to the managing and marketing of coal combustion products, the production and marketing of building materials and products, the production and marketing of cleaned coal, the production and marketing of hydrogen peroxide, the licensing of resid hydrocracking technology and catalyst sales to oil refineries, the availability of refined coal tax credits, the development, commercialization, and financing of new technologies and other strategic business opportunities and acquisitions, and other information about Headwaters. Such statements that are not purely historical by nature, including those statements regarding Headwaters’ ability to repurchase all of the notes, Headwaters’ future business plans, the operation of facilities, the availability of feedstocks, and the marketability of the coal combustion products, building products, cleaned coal, hydrogen peroxide, catalysts, and the availability of tax credits, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and our future results that are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Actual results may vary materially from such expectations. Words such as “may,” “should,” “intends,” “plans,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “believes,” “seeks,” “estimates,” or variations of such words and similar expressions, or the negative of such terms, may help identify such forward-looking statements. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are forward-looking. In addition to matters affecting the coal combustion products, building products, and energy industries or the economy generally, factors that could cause actual results to differ from expectations stated in forward-looking statements include, among others, among others, the factors described in the “Risk Factors” section in Exhibit 99.2 of each of our Current Reports on Form 8-K filed September 17, 2009 and October 13, 2009.

Although Headwaters believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that our results of operations will not be adversely affected by such factors. Unless legally required, we undertake no obligation to revise or update any forward-looking statements for any reason. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Our internet address is www.headwaters.com. There we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our reports can be accessed through the investor relations section of our web site.

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