S-4/A
As filed with the Securities
and Exchange Commission on May 12, 2009
Registration
No. 333-158356
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
AMENDMENT NO. 1
to
Form S-4
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
K. HOVNANIAN ENTERPRISES,
INC.
HOVNANIAN ENTERPRISES,
INC.
(Exact Name of Registrant as
Specified in Its Charter)
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer Identification
Number)
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110 West Front Street
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110 West Front Street
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P.O. Box 500
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P.O. Box 500
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Red Bank, New Jersey 07701
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Red Bank, New Jersey 07701
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(732) 747-7800
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(732) 747-7800
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(Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrants
Principal Executive Offices)
SEE TABLE OF ADDITIONAL
REGISTRANTS
J. Larry Sorsby
Hovnanian Enterprises,
Inc.
110 West Front
Street
P.O. Box 500
Red Bank, New Jersey
07701
(732) 747-7800
(Name, Address, Including Zip
Code, and Telephone Number, Including Area Code, of Agent For
Service)
Copies to:
Vincent Pagano
Jr., Esq.
Simpson Thacher &
Bartlett LLP
425 Lexington Avenue
New York, New York
10017-3954
(212) 455-2000
Approximate date of commencement
of proposed sale to the public:
As soon as practicable after the
effective date of this Registration Statement.
If the securities being registered on this form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check
the following
box. o
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
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Large
accelerated
filer o
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Accelerated
filer þ
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do not check if a smaller
reporting company)
The Registrants hereby amend this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrants shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, or until the Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
TABLE OF
ADDITIONAL REGISTRANTS
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Address Including Zip
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State or Other
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Code, and Telephone
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Jurisdiction of
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IRS Employer
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Number Including Area
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Exact Name of Registrant
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Incorporation
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Identification
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Code, of Registrants
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as Specified in Its Charter
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or Organization
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Number
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Principal Executive Offices
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Alford, L.L.C.
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VA
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20-1532156
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Auddie Enterprises, L.L.C.
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NJ
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26-1956909
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Builder Services NJ, L.L.C.
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NJ
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20-1131408
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Builder Services NY, L.L.C.
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NY
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20-5676716
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Builder Services PA, L.L.C.
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PA
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20-5425686
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Dulles Coppermine, L.L.C.
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VA
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31-1820770
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Eastern Title Agency, Inc.
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NJ
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22-2822803
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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F & W Mechanical Services, L.L.C.
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NJ
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20-4186885
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Founders Title Agency of Maryland, L.L.C.
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MD
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20-1480338
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Founders Title Agency, Inc.
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VA
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22-3293533
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Governors Abstract Co., Inc.
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PA
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22-3278556
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Greenway Farms Utility Associates, L.L.C.
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MD
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20-3749580
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Address Including Zip
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State or Other
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Code, and Telephone
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Jurisdiction of
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IRS Employer
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Number Including Area
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Exact Name of Registrant
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Incorporation
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Identification
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Code, of Registrants
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as Specified in Its Charter
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or Organization
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Number
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Principal Executive Offices
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Homebuyers Financial Services, L.L.C.
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MD
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20-3529161
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Hovnanian Developments of Florida, Inc.
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FL
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22-2416624
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Hovnanian Land Investment Group of
Georgia, L.L.C.
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GA
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20-3286439
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Hovnanian Land Investment Group of
Pennsylvania, L.L.C.
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PA
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20-4641720
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. H. San Marcos Conservancy Holdings,
L.L.C.
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CA
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26-3367457
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hov IP, Inc.
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CA
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95-4892009
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hov International, Inc.
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NJ
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22-3188610
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hov IP, II, Inc.
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CA
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57-1135061
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian Acquisitions, Inc.
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NJ
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22-3406671
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at 3 Chapman, L.L.C.
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CA
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20-4359772
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Aberdeen Urban Renewal,
L.L.C.
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NJ
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20-4397868
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Allenberry, L.L.C.
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PA
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20-5295827
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Allendale, L.L.C.
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NJ
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26-0581709
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Address Including Zip
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State or Other
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Code, and Telephone
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Jurisdiction of
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IRS Employer
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Number Including Area
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Exact Name of Registrant
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Incorporation
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Identification
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Code, of Registrants
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as Specified in Its Charter
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or Organization
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Number
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Principal Executive Offices
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K. Hovnanian at Bakersfield 463, L.L.C.
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CA
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26-4230522
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K Hovnanian at Barnegat III, L.L.C.
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NJ
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20-4135622
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Bernards IV, Inc.
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NJ
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22-3292171
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Branchburg III, Inc.
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NJ
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22-2961099
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Bridgeport, Inc.
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CA
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22-3547807
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Bridgewater VI, Inc.
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NJ
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22-3243298
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Broad and Walnut, L.L.C.
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PA
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20-3477133
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Burlington III, Inc.
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NJ
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22-3412130
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Burlington, Inc.
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NJ
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22-2949611
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Calabria, Inc.
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CA
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22-3324654
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Cameron Chase, Inc.
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VA
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22-3459993
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Camp Hill, L.L.C.
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PA
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20-4215810
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Carmel Del Mar, Inc.
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CA
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22-3320550
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Address Including Zip
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State or Other
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Code, and Telephone
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Jurisdiction of
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IRS Employer
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Number Including Area
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Exact Name of Registrant
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Incorporation
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Identification
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Code, of Registrants
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as Specified in Its Charter
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or Organization
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Number
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Principal Executive Offices
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K. Hovnanian at Castile, Inc.
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CA
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22-3356308
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Chaparral, Inc.
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CA
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22-3565730
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Chesterfield II, L.L.C.
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NJ
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20-4135587
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Cielo, L.L.C.
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CA
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20-3393453
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Clarkstown, Inc.
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NY
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22-2618176
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Coastline, L.L.C.
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CA
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20-4751032
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Crestline, Inc.
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CA
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22-3493450
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Dominguez Hills, Inc.
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CA
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22-3602177
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at East Brandywine, L.L.C.
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PA
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20-8353499
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at East Whiteland I, Inc.
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PA
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22-3483220
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at El Dorado Ranch, L.L.C.
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CA
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26-4273163
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at El Dorado Ranch II, L.L.C.
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CA
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26-4273232
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Elk Township, L.L.C.
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NJ
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20-5199963
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Address Including Zip
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State or Other
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Code, and Telephone
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Jurisdiction of
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|
IRS Employer
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Number Including Area
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Exact Name of Registrant
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|
Incorporation
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|
Identification
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Code, of Registrants
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as Specified in Its Charter
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or Organization
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Number
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Principal Executive Offices
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K. Hovnanian at Evergreen, L.L.C.
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CA
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20-1618392
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Ewing, L.L.C.
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NJ
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20-8327131
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Fifth Avenue, L.L.C.
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NJ
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20-4594377
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Forks Twp. I, L.L.C.
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PA
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20-4202483
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Freehold Township I, Inc.
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NJ
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22-2459186
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Galloway, L.L.C.
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NJ
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26-0395034
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Hackettstown, Inc.
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NJ
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22-2765936
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Hazlet, L.L.C.
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NJ
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20-4568967
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Hersheys Mill, Inc.
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PA
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22-3445102
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Highland Vineyards, Inc.
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CA
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22-3309241
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Hilltop, L.L.C.
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NJ
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20-3476959
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanian at Hopewell IV, Inc.
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NJ
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22-3345622
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Hopewell VI, Inc.
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NJ
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22-3465709
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Address Including Zip
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|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
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|
Principal Executive Offices
|
|
K. Hovnanian at Howell Township, Inc.
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NJ
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22-2859308
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Hudson Pointe, L.L.C.
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NJ
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20-2695809
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Keyport, L.L.C.
|
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NJ
|
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20-4918777
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Kings Grant I, Inc.
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NJ
|
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22-2601064
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at La Costa Greens, L.L.C.
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CA
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20-3920917
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at La Laguna, L.L.C.
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CA
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26-4230543
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at La Terraza, Inc.
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CA
|
|
22-3303807
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Lake Hills, L.L.C.
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CA
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20-3450108
|
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Lake Rancho Viejo, LLC
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CA
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20-1337056
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Lakewood, Inc.
|
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NJ
|
|
22-2618178
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Little Egg Harbor III, L.L.C.
|
|
NJ
|
|
20-4861624
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Lower Moreland III, L.L.C.
|
|
PA
|
|
20-4863743
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Lower Saucon, Inc.
|
|
PA
|
|
22-2961090
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Macungie, L.L.C.
|
|
PA
|
|
20-4863710
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Mahwah II, Inc.
|
|
NJ
|
|
22-2859315
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Mahwah VI, Inc.
|
|
NJ
|
|
22-3188612
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Mahwah VII, Inc.
|
|
NJ
|
|
22-2592139
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Malan Park, L.L.C.
|
|
PA
|
|
26-4230566
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Manalapan, Inc.
|
|
NJ
|
|
22-2442998
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Maple Avenue, L.L.C.
|
|
NJ
|
|
20-4863855
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Marlboro II, Inc.
|
|
NJ
|
|
22-2748659
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Marlboro Township III,
Inc.
|
|
NJ
|
|
22-2847875
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Marlboro Township IV, Inc.
|
|
NJ
|
|
22-3301196
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Matsu, L.L.C.
|
|
CA
|
|
20-4135542
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Middle Township II, L.L.C.
|
|
NJ
|
|
20-3832384
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Mockingbird Canyon,
L.L.C.
|
|
CA
|
|
20-4106816
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Monroe II, Inc.
|
|
NY
|
|
22-2718071
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Monroe NJ, L.L.C.
|
|
NJ
|
|
20-3512199
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Montgomery I, Inc.
|
|
PA
|
|
22-3165601
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at New Brunswick Urban
Renewal, L.L.C.
|
|
NJ
|
|
20-4053097
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at North Caldwell III,
L.L.C.
|
|
NJ
|
|
20-4863775
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Northern Westchester,
Inc.
|
|
NY
|
|
22-2814372
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Northlake, Inc.
|
|
CA
|
|
22-3336696
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Ocean Township, Inc.
|
|
NJ
|
|
22-3094742
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Ocean Walk, Inc.
|
|
CA
|
|
22-3565732
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Oceanport, L.L.C.
|
|
NJ
|
|
20-5811042
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Orange Heights, L.L.C.
|
|
CA
|
|
20-4996061
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Peapack-Gladstone, L.L.C.
|
|
NJ
|
|
20-5298728
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Perkiomen I, Inc.
|
|
PA
|
|
22-3094743
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Perkiomen II, Inc.
|
|
PA
|
|
22-3301197
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Philadelphia II, L.L.C.
|
|
PA
|
|
20-1706785
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Piazza DOro, L.L.C.
|
|
CA
|
|
11-3760903
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Piazza Serena, L.L.C.
|
|
CA
|
|
26-4230582
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Port Imperial Urban
Renewal IV, L.L.C.
|
|
NJ
|
|
20-2293457
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Port Imperial Urban
Renewal V, L.L.C.
|
|
NJ
|
|
20-2293478
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Port Imperial Urban
Renewal VI, L.L.C.
|
|
NJ
|
|
20-2909190
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Port Imperial Urban
Renewal VII, L.L.C.
|
|
NJ
|
|
20-2909213
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Port Imperial Urban
Renewal VIII, L.L.C.
|
|
NJ
|
|
20-2909227
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Princeton Landing, L.L.C.
|
|
NJ
|
|
20-4678083
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Princeton NJ, L.L.C.
|
|
NJ
|
|
20-3728840
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Rancho Cristianitos, Inc.
|
|
CA
|
|
22-3369102
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Reservoir Ridge, Inc.
|
|
NJ
|
|
22-2510587
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Ridgemont, L.L.C.
|
|
NJ
|
|
20-3375106
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Ridgestone, L.L.C.
|
|
MN
|
|
20-3563233
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Sage, L.L.C.
|
|
CA
|
|
20-3230547
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at San Sevaine, Inc.
|
|
CA
|
|
22-3493454
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Saratoga, Inc.
|
|
CA
|
|
22-3547806
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Sawmill, Inc.
|
|
PA
|
|
22-3602924
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Scotch Plains II, Inc.
|
|
NJ
|
|
22-3464496
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Scotch Plains, L.L.C.
|
|
NJ
|
|
22-1149329
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Silver Spring, L.L.C.
|
|
PA
|
|
20-3230502
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Skye Isle, LLC
|
|
CA
|
|
31-1820095
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Smithville, Inc.
|
|
NJ
|
|
22-1732674
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at South Brunswick V, Inc.
|
|
NJ
|
|
22-2937570
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Sparta, L.L.C.
|
|
NJ
|
|
20-4326573
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Stone Canyon, Inc.
|
|
CA
|
|
22-3512641
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Stony Point, Inc.
|
|
NY
|
|
22-2758195
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Sycamore, Inc.
|
|
CA
|
|
22-3493456
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Tannery Hill, Inc.
|
|
NJ
|
|
22-3396608
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at The Bluff, Inc.
|
|
NJ
|
|
22-1841019
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at The Monarch, L.L.C.
|
|
NJ
|
|
20-3215837
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Thornbury, Inc.
|
|
PA
|
|
22-3462983
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Tierrasanta, Inc.
|
|
CA
|
|
22-3351875
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Trenton Urban Renewal, L.L.C.
|
|
NJ
|
|
20-4908853
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Trenton, L.L.C.
|
|
NJ
|
|
20-3728778
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Trovata, Inc.
|
|
CA
|
|
22-3369099
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Tuxedo, Inc.
|
|
NJ
|
|
22-3516266
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Union Township I, Inc.
|
|
NJ
|
|
22-3027952
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Upper Freehold Township I, Inc.
|
|
NJ
|
|
22-3415873
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Upper Makefield I, Inc.
|
|
PA
|
|
22-3302321
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Vail Ranch, Inc.
|
|
CA
|
|
22-3320537
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Verona Urban Renewal, L.L.C.
|
|
NJ
|
|
20-4359783
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Victorville, L.L.C.
|
|
CA
|
|
26-4230607
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Vista Del Sol, L.L.C.
|
|
CA
|
|
26-4233963
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Wall Township VI, Inc.
|
|
NJ
|
|
22-2859303
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Wall Township VIII, Inc.
|
|
NJ
|
|
22-3434643
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Washingtonville, Inc.
|
|
NY
|
|
22-2717887
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Wayne III, Inc.
|
|
NJ
|
|
22-2607669
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Wayne V, Inc.
|
|
NJ
|
|
22-2790299
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at West View Estates, L.L.C.
|
|
CA
|
|
26-4273312
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Wildrose, Inc.
|
|
CA
|
|
22-3312525
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Wildwood Bayside, L.L.C.
|
|
NJ
|
|
20-4385082
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Chesterfield Investment, L.L.C.
|
|
NJ
|
|
20-1683566
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Classics CIP, L.L.C.
|
|
NJ
|
|
20-3684969
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Classics, L.L.C.
|
|
NJ
|
|
20-3761401
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Communities, Inc.
|
|
CA
|
|
95-4892007
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Companies Northeast, Inc.
|
|
NJ
|
|
22-2445216
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Companies of California, Inc.
|
|
CA
|
|
22-3301757
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Companies of Maryland, Inc.
|
|
MD
|
|
22-3331050
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Companies of New York, Inc.
|
|
NY
|
|
22-2618171
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Companies of Pennsylvania, Inc.
|
|
PA
|
|
22-2390174
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Companies of Southern California, Inc.
|
|
CA
|
|
22-3493449
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Companies of Virginia, Inc.
|
|
VA
|
|
22-3169584
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Connecticut Acquisitions, L.L.C.
|
|
CT
|
|
20-3921070
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian Construction II, Inc.
|
|
NJ
|
|
22-2246316
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Construction III, Inc.
|
|
NJ
|
|
22-1945444
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Construction Management, Inc.
|
|
NJ
|
|
22-3406668
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Craftbuilt Homes of South Carolina, L.L.C.
|
|
SC
|
|
20-4467887
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Delaware Acquisitions, L.L.C.
|
|
DE
|
|
20-4823251
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of Arizona, Inc.
|
|
AZ
|
|
31-1825442
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of California, Inc.
|
|
CA
|
|
22-3303806
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of Connecticut, Inc.
|
|
CT
|
|
20-3920999
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of D.C., Inc.
|
|
DC
|
|
20-2377106
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of Delaware, Inc.
|
|
DE
|
|
20-1528466
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of Georgia, Inc.
|
|
GA
|
|
20-3286085
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of Illinois, Inc.
|
|
IL
|
|
20-2421053
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of Indiana, Inc.
|
|
IN
|
|
20-3278908
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian Developments of Kentucky, Inc.
|
|
KY
|
|
20-5156963
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of Maryland, Inc.
|
|
MD
|
|
22-3331045
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of Michigan, Inc.
|
|
MI
|
|
31-1826348
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of Minnesota, Inc.
|
|
MN
|
|
20-1073868
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of New Jersey II, Inc.
|
|
CA
|
|
59-3762294
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of New Jersey, Inc.
|
|
CA
|
|
22-2664563
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of New York, Inc.
|
|
NY
|
|
22-2626492
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of North Carolina, Inc.
|
|
NC
|
|
22-2765939
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of Ohio, Inc.
|
|
OH
|
|
32-0069375
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of
Pennsylvania, Inc.
|
|
PA
|
|
22-1097670
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of South Carolina, Inc.
|
|
SC
|
|
58-2659968
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of Texas, Inc.
|
|
TX
|
|
22-3685786
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Developments of Virginia, Inc.
|
|
VA
|
|
22-3188615
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian Developments of West Virginia, Inc.
|
|
WV
|
|
31-1826831
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Florida Realty, L.L.C.
|
|
FL
|
|
26-0509482
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Forecast Homes Northern, Inc.
|
|
CA
|
|
20-4996073
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes DFW, L.L.C.
|
|
TX
|
|
20-5856823
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes at Belmont Overlook, L.L.C.
|
|
VA
|
|
26-1345784
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes at Cider Mill, L.L.C.
|
|
MD
|
|
26-1345910
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes at Greenway Farm Park
Towns, L.L.C.
|
|
MD
|
|
20-3921234
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes at Greenway Farm, L.L.C.
|
|
MD
|
|
20-3921143
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes at Jones Station 1, L.L.C.
|
|
MD
|
|
20-3882481
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes at Jones Station 2, L.L.C.
|
|
MD
|
|
20-3882532
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes at Payne Street, L.L.C.
|
|
VA
|
|
20-4215898
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes at Primera, L.L.C.
|
|
MD
|
|
20-3749553
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes of Georgia, L.L.C.
|
|
GA
|
|
20-4467858
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian Homes of Houston, L.L.C.
|
|
TX
|
|
20-5856877
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes of Indiana, L.L.C.
|
|
IN
|
|
20-3278918
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes of North Carolina, Inc.
|
|
NC
|
|
56-1458833
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes of Virginia, Inc.
|
|
VA
|
|
52-0898765
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian International, L.L.C.
|
|
CA
|
|
20-1906844
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian PA Real Estate, Inc.
|
|
PA
|
|
22-3188608
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian of Houston II, L.L.C.
|
|
TX
|
|
20-5856770
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Port Imperial Urban Renewal, Inc.
|
|
NJ
|
|
22-3027956
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Properties of Red Bank, Inc.
|
|
NJ
|
|
22-3092532
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Standing Entity, L.L.C.
|
|
FL
|
|
20-2751668
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Summit Homes of Kentucky, L.L.C.
|
|
KY
|
|
20-5166566
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian T&C Homes at Florida, L.L.C.
|
|
FL
|
|
20-2387167
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian T&C Homes at Illinois, L.L.C.
|
|
IL
|
|
20-2421114
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian T&C Homes at Minnesota, L.L.C.
|
|
MN
|
|
20-2383651
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Venture I, L.L.C.
|
|
NJ
|
|
02-0572173
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at Baileys
Glenn, L.L.C.
|
|
NC
|
|
26-1180295
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at Beaumont, LLC
|
|
CA
|
|
31-1823029
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at
Charlottesville, L.L.C.
|
|
VA
|
|
20-3375037
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at
Hamptonburgh, L.L.C.
|
|
NY
|
|
26-1346213
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at
Huntfield, L.L.C.
|
|
WV
|
|
20-3375034
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at Moreno
Valley, L.L.C.
|
|
CA
|
|
26-4273623
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at New Kent
Vineyards, L.L.C.
|
|
VA
|
|
20-3375087
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at
Renaissance, L.L.C.
|
|
NC
|
|
20-8190357
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at Rush
Creek, L.L.C.
|
|
MN
|
|
20-3923972
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Parkside at Towngate, L.L.C.
|
|
CA
|
|
20-3158839
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Landarama, Inc.
|
|
NJ
|
|
22-1978612
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
M & M at Kensington Woods, L.L.C.
|
|
NJ
|
|
31-1819907
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
M & M at Long Branch, Inc.
|
|
NJ
|
|
22-3359254
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
M&M at Copper Beech, L.L.C.
|
|
NJ
|
|
20-5355079
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
M&M at Crescent Court, L.L.C.
|
|
NJ
|
|
20-5085522
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
M&M at East Rutherford, L.L.C.
|
|
NJ
|
|
20-4514649
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
M&M at Station Square, L.L.C.
|
|
NJ
|
|
20-8354517
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
M&M at The Chateau, L.L.C.
|
|
NJ
|
|
20-3375109
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
M&M at Union, L.L.C.
|
|
NJ
|
|
26-1628832
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
M&M at Westport, L.L.C.
|
|
NJ
|
|
20-3494593
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
MCNJ, Inc.
|
|
NJ
|
|
22-2722906
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Midwest Building Products & Contractor
Services of Kentucky, L.L.C.
|
|
KY
|
|
20-5166559
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Midwest Building Products & Contractor
Services of Michigan, L.L.C.
|
|
MI
|
|
20-5065088
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Midwest Building Products & Contractor
Services of Pennsylvania, L.L.C.
|
|
PA
|
|
20-5071295
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
Midwest Building Products & Contractor
Services of West Virginia, L.L.C.
|
|
WV
|
|
20-5065126
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Millennium Title Agency, LTD
|
|
OH
|
|
34-1921771
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Natomas Central Neighborhood Housing, L.L.C.
|
|
CA
|
|
20-3882414
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
New Land Title Agency, L.L.C.
|
|
AZ
|
|
26-0598590
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Park Title Company, LLC
|
|
TX
|
|
20-1293533
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
PI Investments II, L.L.C.
|
|
DE
|
|
20-2695596
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Ridgemore Utility Associates of
Pennsylvania, L.L.C.
|
|
PA
|
|
20-4202417
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Seabrook Accumulation Corporation
|
|
CA
|
|
33-0989615
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Stonebrook Homes, Inc.
|
|
CA
|
|
33-0553884
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Terrapin Realty, L.L.C.
|
|
NJ
|
|
20-4415708
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
The Matzel & Mumford Organization, Inc.
|
|
NJ
|
|
22-3670677
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Washington Homes, Inc.
|
|
DE
|
|
22-3774737
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Westminster Homes of Tennessee, Inc.
|
|
TN
|
|
52-1973363
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
Westminster Homes, Inc.
|
|
NC
|
|
52-1874680
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
WH Land I, Inc.
|
|
MD
|
|
52-2073468
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
WH Properties, Inc.
|
|
MD
|
|
52-1662973
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
WH/PR Land Company, L.L.C.
|
|
DE
|
|
52-0818872
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Hovnanian Land Investment Group, L.L.C.
|
|
MD
|
|
20-0581911
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Hovnanian Land Investment Group of
California, L.L.C.
|
|
CA
|
|
20-1471139
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Hovnanian Land Investment Group of
Florida, L.L.C.
|
|
FL
|
|
20-1379037
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Hovnanian Land Investment Group of
Maryland, L.L.C.
|
|
MD
|
|
20-1446859
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Hovnanian Land Investment Group of New
Jersey, L.L.C.
|
|
NJ
|
|
20-3002580
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Hovnanian Land Investment Group of North
Carolina, L.L.C.
|
|
NC
|
|
20-1309025
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Hovnanian Land Investment Group of
Texas, L.L.C.
|
|
TX
|
|
20-1442111
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Hovnanian Land Investment Group of
Virginia, L.L.C.
|
|
VA
|
|
20-1020023
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at 4S, L.L.C.
|
|
CA
|
|
73-1638455
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Acqua Vista, L.L.C.
|
|
CA
|
|
20-0464160
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Aliso, L.L.C.
|
|
CA
|
|
20-1218567
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Allentown, L.L.C.
|
|
PA
|
|
20-3215910
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Almond Estates, LLC
|
|
CA
|
|
26-4718657
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Arbor Heights, LLC
|
|
CA
|
|
33-0890775
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Avenue One, L.L.C.
|
|
CA
|
|
65-1161801
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Barnegat I, L.L.C.
|
|
NJ
|
|
22-3804316
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Barnegat II, L.L.C.
|
|
NJ
|
|
20-3030275
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Bella Lago, L.L.C.
|
|
CA
|
|
20-1218576
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Berkeley, L.L.C.
|
|
NJ
|
|
22-3644632
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Bernards V, L.L.C.
|
|
DE
|
|
22-3618587
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Blue Heron Pines, L.L.C.
|
|
NJ
|
|
22-3630449
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Bridgewater I, L.L.C.
|
|
NJ
|
|
31-1820703
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Bridlewood, L.L.C.
|
|
CA
|
|
20-1454077
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Camden I, L.L.C.
|
|
NJ
|
|
22-3845575
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Capistrano, L.L.C.
|
|
CA
|
|
20-1618465
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Carmel Village, L.L.C.
|
|
CA
|
|
52-2147831
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Cedar Grove III, L.L.C.
|
|
NJ
|
|
22-3818491
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Cedar Grove IV, L.L.C.
|
|
NJ
|
|
20-1185029
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Charter Way, LLC
|
|
CA
|
|
26-4718725
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Chester I, L.L.C.
|
|
DE
|
|
22-3618347
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Chesterfield, L.L.C.
|
|
NJ
|
|
20-0916310
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Clifton II, L.L.C.
|
|
NJ
|
|
22-3862906
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Clifton, L.L.C.
|
|
NJ
|
|
22-3655976
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Cortez Hill, L.L.C.
|
|
CA
|
|
31-1822959
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Cranbury, L.L.C.
|
|
NJ
|
|
22-3814347
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Curries Woods, L.L.C.
|
|
NJ
|
|
22-3776466
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Denville, L.L.C.
|
|
NJ
|
|
03-0436512
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Deptford Township, L.L.C.
|
|
NJ
|
|
20-1254802
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Dover, L.L.C.
|
|
NJ
|
|
20-3072574
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Eastlake, LLC
|
|
CA
|
|
31-1820096
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Edgewater II, L.L.C.
|
|
NJ
|
|
20-0374534
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Edgewater, L.L.C.
|
|
NJ
|
|
31-1825623
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Egg Harbor Township,
L.L.C.
|
|
NJ
|
|
31-1826606
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Egg Harbor Township II,
L.L.C.
|
|
NJ
|
|
20-3158355
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Encinitas Ranch, L.L.C.
|
|
CA
|
|
33-0890770
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Florence I, L.L.C.
|
|
NJ
|
|
20-0982613
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Florence II, L.L.C.
|
|
NJ
|
|
20-0982631
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Forest Meadows, L.L.C.
|
|
NJ
|
|
16-1639755
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Franklin, L.L.C.
|
|
NJ
|
|
20-1822595
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Freehold Township, L.L.C.
|
|
NJ
|
|
31-1819075
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Fresno, LLC
|
|
CA
|
|
26-4718801
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Gaslamp Square, L.L.C.
|
|
CA
|
|
20-1454058
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Great Notch, L.L.C.
|
|
NJ
|
|
31-1819076
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Gridley, LLC
|
|
CA
|
|
26-4718869
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Guttenberg, L.L.C.
|
|
NJ
|
|
22-3653007
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Hackettstown II, L.L.C.
|
|
NJ
|
|
20-0412492
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Hamburg Contractors,
L.L.C.
|
|
NJ
|
|
22-3814175
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Hamburg, L.L.C.
|
|
NJ
|
|
22-3795544
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Hawthorne, L.L.C.
|
|
NJ
|
|
20-0946954
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Highland Shores, L.L.C.
|
|
MN
|
|
20-2705991
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Highwater, L.L.C.
|
|
CA
|
|
20-1454037
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Jackson I, L.L.C.
|
|
NJ
|
|
56-2290802
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Jackson, L.L.C.
|
|
NJ
|
|
22-3630450
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Jaeger Ranch, LLC
|
|
CA
|
|
26-4642631
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Jersey City IV, L.L.C.
|
|
NJ
|
|
22-3655974
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Jersey City V Urban
Renewal Company, L.L.C.
|
|
NJ
|
|
31-1818646
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at King Farm, L.L.C.
|
|
MD
|
|
22-3647924
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at La Costa, L.L.C.
|
|
CA
|
|
31-1820094
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at La Habra Knolls, LLC
|
|
CA
|
|
31-1819908
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Lafayette Estates, L.L.C.
|
|
NJ
|
|
22-3658926
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Lake Ridge Crossing,
L.L.C.
|
|
VA
|
|
22-3778537
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Lake Terrapin, L.L.C.
|
|
VA
|
|
22-3647920
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Landmark, LLC
|
|
CA
|
|
26-4719012
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at LaPaz, LLC
|
|
CA
|
|
26-4718948
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Larkspur, LLC
|
|
CA
|
|
26-4719101
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Lawrence V, L.L.C.
|
|
DE
|
|
22-3638073
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Linwood, L.L.C.
|
|
NJ
|
|
22-3663731
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Little Egg Harbor
Township II, L.L.C.
|
|
NJ
|
|
20-2689884
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Little Egg Harbor
Contractors, L.L.C.
|
|
NJ
|
|
22-3832077
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Little Egg Harbor, L.L.C.
|
|
NJ
|
|
22-3795535
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Live Oak II, LLC
|
|
CA
|
|
26-4719149
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Long Branch I, L.L.C.
|
|
NJ
|
|
56-2308030
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Lower Macungie Township I, L.L.C.
|
|
PA
|
|
51-0427582
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Lower Macungie Township
II, L.L.C.
|
|
PA
|
|
65-1161803
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Lower Makefield Township I, L.L.C.
|
|
PA
|
|
22-3887471
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Lower Moreland I, L.L.C.
|
|
PA
|
|
22-3785544
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Lower Moreland II, L.L.C.
|
|
PA
|
|
22-3785539
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Manalapan III, L.L.C.
|
|
NJ
|
|
31-1819073
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Mansfield I, LLC
|
|
DE
|
|
22-3556345
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Mansfield II, LLC
|
|
DE
|
|
22-3556346
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Mansfield III, L.L.C.
|
|
NJ
|
|
22-3683839
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Marlboro Township IX,
L.L.C.
|
|
NJ
|
|
20-1005879
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Marlboro Township V,
L.L.C.
|
|
NJ
|
|
31-1819074
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Marlboro Township VIII,
L.L.C.
|
|
NJ
|
|
22-3802594
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Marlboro VI, L.L.C.
|
|
NJ
|
|
22-3791976
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Marlboro VII, L.L.C.
|
|
NJ
|
|
22-3791977
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Melanie Meadows, LLC
|
|
CA
|
|
26-4719216
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Mendham Township, L.L.C.
|
|
NJ
|
|
20-2033800
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Menifee, L.L.C.
|
|
CA
|
|
52-2147832
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Menifee Valley
Condominiums, L.L.C.
|
|
CA
|
|
20-1618446
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Middle Township, L.L.C.
|
|
NJ
|
|
03-0473330
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Middletown II, L.L.C.
|
|
NJ
|
|
04-3695371
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Middletown, L.L.C.
|
|
DE
|
|
22-3630452
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Millville I, L.L.C.
|
|
NJ
|
|
20-1562308
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Millville II, L.L.C.
|
|
NJ
|
|
20-2221380
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Millville III, L.L.C.
|
|
NJ
|
|
20-2977971
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Monroe III, L.L.C.
|
|
NJ
|
|
20-0876393
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Monroe IV, L.L.C.
|
|
NJ
|
|
20-2364423
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Montvale, L.L.C.
|
|
NJ
|
|
20-1584680
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Mosaic, LLC
|
|
CA
|
|
55-0820915
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Mt. Olive Township,
L.L.C.
|
|
NJ
|
|
22-3813043
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Muirfield, LLC
|
|
CA
|
|
26-4719287
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at New Windsor, L.L.C.
|
|
NY
|
|
20-3158568
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at North Bergen, L.L.C.
|
|
NJ
|
|
31-1818663
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at North Brunswick VI,
L.L.C.
|
|
DE
|
|
22-3627814
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at North Caldwell II, L.L.C.
|
|
NJ
|
|
20-1185057
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at North Caldwell, L.L.C.
|
|
NJ
|
|
20-0412508
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at North Haledon, L.L.C.
|
|
NJ
|
|
22-3770598
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at North Wildwood, L.L.C.
|
|
NJ
|
|
59-3769684
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Northampton, L.L.C.
|
|
PA
|
|
22-3785527
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Northfield, L.L.C.
|
|
NJ
|
|
22-3665826
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Old Bridge, L.L.C.
|
|
NJ
|
|
55-0787042
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Olde Orchard, LLC
|
|
CA
|
|
51-0453906
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Pacific Bluffs, L.L.C.
|
|
CA
|
|
33-0890774
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Paramus, L.L.C.
|
|
NJ
|
|
22-3687884
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Park Lane, L.L.C.
|
|
CA
|
|
33-0896285
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Parkside, LLC
|
|
CA
|
|
30-0550698
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Parsippany-Troy Hills,
L.L.C.
|
|
NJ
|
|
20-2769490
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Philadelphia III, L.L.C.
|
|
PA
|
|
20-3216099
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Philadelphia IV, L.L.C.
|
|
PA
|
|
20-3216000
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Pittsgrove, L.L.C.
|
|
NJ
|
|
20-1562254
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Prado, L.L.C.
|
|
CA
|
|
20-3158762
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Rancho Santa Margarita,
L.L.C.
|
|
CA
|
|
33-0890773
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Randolph I, L.L.C.
|
|
NJ
|
|
01-0712196
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Rapho, L.L.C.
|
|
PA
|
|
20-2293515
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Readington II, L.L.C.
|
|
NJ
|
|
31-1818662
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Red Bank, L.L.C.
|
|
NJ
|
|
20-2489028
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Riverbend, L.L.C.
|
|
CA
|
|
33-0890777
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Rivercrest, LLC
|
|
CA
|
|
26-4720260
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Roderuck, L.L.C.
|
|
MD
|
|
22-3756336
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Rosemary Lantana, L.L.C.
|
|
CA
|
|
20-1786974
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Rowland Heights, L.L.C.
|
|
CA
|
|
22-2147833
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Santa Nella, LLC
|
|
CA
|
|
26-4720339
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Sayreville, L.L.C.
|
|
NJ
|
|
22-3815459
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Sierra Estates, LLC
|
|
CA
|
|
26-4720508
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Smithville III, L.L.C.
|
|
NJ
|
|
31-1818661
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Somers Point, LLC
|
|
NJ
|
|
16-1639761
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at South Brunswick, L.L.C.
|
|
NJ
|
|
01-0618098
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Springco, L.L.C.
|
|
NJ
|
|
65-1161805
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Sunsets, L.L.C.
|
|
CA
|
|
33-0890768
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Teaneck, L.L.C.
|
|
NJ
|
|
20-1584240
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at the Crosby, L.L.C.
|
|
CA
|
|
20-0936364
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at the Gables, L.L.C.
|
|
CA
|
|
33-0890769
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at The Preserve, L.L.C.
|
|
CA
|
|
20-1337079
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Thompson Ranch, L.L.C.
|
|
CA
|
|
20-1599518
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Trail Ridge, L.L.C.
|
|
CA
|
|
33-0990615
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Union Township II, L.L.C.
|
|
NJ
|
|
20-2828805
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Upper Freehold Township
II, L.L.C.
|
|
NJ
|
|
22-3655975
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Upper Freehold Township
III, L.L.C.
|
|
NJ
|
|
22-3666680
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Upper Uwchlan II, L.L.C.
|
|
PA
|
|
31-1820731
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Upper Uwchlan, L.L.C.
|
|
PA
|
|
59-3763798
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Valle Del Sol, LLC
|
|
CA
|
|
26-4720751
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Vineland, L.L.C.
|
|
NJ
|
|
34-1997435
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Wanaque, L.L.C.
|
|
DE
|
|
22-3626037
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Warren Township, L.L.C.
|
|
NJ
|
|
20-2594932
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Washington, L.L.C.
|
|
NJ
|
|
22-3743403
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Wayne IX, L.L.C.
|
|
NJ
|
|
22-3828775
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Wayne VIII, L.L.C.
|
|
DE
|
|
22-3618348
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at West Bradford, L.L.C.
|
|
PA
|
|
20-2560211
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at West Milford, L.L.C.
|
|
NJ
|
|
22-3740951
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at West Windsor, L.L.C.
|
|
DE
|
|
22-3618242
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Westshore, LLC
|
|
CA
|
|
26-4721970
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Wheeler Ranch, LLC
|
|
CA
|
|
26-4722075
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Willow Brook, L.L.C.
|
|
MD
|
|
22-3709105
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Winchester, L.L.C.
|
|
CA
|
|
52-2147836
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Woodcreek West, LLC
|
|
CA
|
|
26-4722802
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian at Woodhill Estates, L.L.C.
|
|
NJ
|
|
01-0550781
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian at Woolwich I, L.L.C.
|
|
NJ
|
|
22-3828777
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Cambridge Homes, L.L.C.
|
|
FL
|
|
20-2387077
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Central Acquisitions, L.L.C.
|
|
DE
|
|
22-3556343
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Companies Metro D.C.
North, L.L.C.
|
|
MD
|
|
22-3683159
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Companies, LLC
|
|
CA
|
|
59-3762298
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Eastern Pennsylvania, L.L.C.
|
|
PA
|
|
04-3630089
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian First Homes, L.L.C.
|
|
FL
|
|
20-3198237
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Four Seasons @ Historic
Virginia, L.L.C.
|
|
VA
|
|
22-3647925
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Four Seasons at Gold Hill,
L.L.C.
|
|
SC
|
|
31-1820161
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Great Western Building
Company, L.L.C.
|
|
AZ
|
|
31-1825443
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Great Western Homes, L.L.C.
|
|
AZ
|
|
31-1825441
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Holdings NJ, L.L.C.
|
|
NJ
|
|
02-0651173
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes at Cameron Station,
L.L.C.
|
|
VA
|
|
20-1169628
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian Homes at Camp Springs,
L.L.C.
|
|
MD
|
|
20-0812020
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes at Fairwood, L.L.C.
|
|
MD
|
|
47-0880125
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes at Forest Run, L.L.C.
|
|
MD
|
|
20-0812109
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes at Maxwell Place,
L.L.C.
|
|
MD
|
|
37-1493190
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes at Renaissance Plaza,
L.L.C.
|
|
MD
|
|
20-0364144
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes at Russett, L.L.C.
|
|
MD
|
|
20-1526150
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes of D.C., L.L.C.
|
|
DC
|
|
20-2377153
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes of Delaware, L.L.C.
|
|
DE
|
|
20-1528482
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes of Maryland, L.L.C.
|
|
MD
|
|
01-0737098
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes of Minnesota, L.L.C.
|
|
MN
|
|
20-1200484
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes of Pennsylvania,
L.L.C.
|
|
PA
|
|
20-2376938
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes of South Carolina,
L.L.C.
|
|
SC
|
|
58-2660293
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Homes of West Virginia,
L.L.C.
|
|
WV
|
|
20-2828654
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian North Central Acquisitions,
L.L.C.
|
|
DE
|
|
22-3554986
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian North Jersey Acquisitions,
L.L.C.
|
|
DE
|
|
22-3556344
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Northeast Services, L.L.C.
|
|
NJ
|
|
16-1639452
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Ohio Realty, L.L.C.
|
|
OH
|
|
32-0069376
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Oster Homes, L.L.C.
|
|
OH
|
|
20-3198273
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Pennsylvania Acquisitions,
L.L.C.
|
|
PA
|
|
54-2064618
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Shore Acquisitions, L.L.C.
|
|
DE
|
|
22-3556342
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian South Jersey Acquisitions,
L.L.C.
|
|
DE
|
|
22-3556341
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Southern New Jersey, L.L.C.
|
|
NJ
|
|
01-0648280
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Summit Holdings, L.L.C.
|
|
VA
|
|
31-1818027
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Summit Homes of Michigan,
L.L.C.
|
|
MI
|
|
31-1826351
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Summit Homes of
Pennsylvania, L.L.C.
|
|
PA
|
|
20-0310776
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Summit Homes of West
Virginia, L.L.C.
|
|
WV
|
|
31-1826832
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Including Zip
|
|
|
State or Other
|
|
|
|
Code, and Telephone
|
|
|
Jurisdiction of
|
|
IRS Employer
|
|
Number Including Area
|
Exact Name of Registrant
|
|
Incorporation
|
|
Identification
|
|
Code, of Registrants
|
as Specified in Its Charter
|
|
or Organization
|
|
Number
|
|
Principal Executive Offices
|
|
K. Hovnanian Summit Homes, L.L.C.
|
|
OH
|
|
32-0069379
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian T & C Investment, L.L.C.
|
|
NJ
|
|
20-2364394
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian T & C Management Co., L.L.C.
|
|
CA
|
|
20-2393546
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanian Windward Homes, L.L.C.
|
|
FL
|
|
20-0301995
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at Ashburn
Village, L.L.C.
|
|
VA
|
|
20-0385213
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at
Bakersfield, L.L.C.
|
|
CA
|
|
20-1454116
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at Dulles
Discovery Condominium, L.L.C.
|
|
VA
|
|
20-1442155
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at Dulles
Discovery, L.L.C.
|
|
VA
|
|
20-1169675
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at Hemet,
L.L.C.
|
|
CA
|
|
47-0884181
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
K. Hovnanians Four Seasons at Kent
Island, L.L.C.
|
|
MD
|
|
22-3668315
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanians Four Seasons at Kent
Island Condominiums, L.L.C.
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MD
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20-1727101
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanians Four Seasons at Los Banos, LLC
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CA
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26-4722883
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanians Four Seasons at Menifee
Valley, L.L.C.
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CA
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20-1454143
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Address Including Zip
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State or Other
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Code, and Telephone
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Jurisdiction of
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IRS Employer
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Number Including Area
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Exact Name of Registrant
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Incorporation
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Identification
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Code, of Registrants
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as Specified in Its Charter
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or Organization
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Number
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Principal Executive Offices
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K. Hovnanians Four Seasons at Palm
Springs, L.L.C.
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CA
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57-1145579
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanians Four Seasons at St.
Margarets Landing, L.L.C.
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MD
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22-3688864
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanians Four Seasons at Vint
Hill, L.L.C.
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VA
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31-1828049
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanians Four Seasons at Westshore, LLC
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CA
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26-4722936
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanians Four Seasons, L.L.C.
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CA
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52-2147837
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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K. Hovnanians Private Home Portfolio,
L.L.C.
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NJ
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22-3766856
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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KHIP, LLC
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NJ
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01-0752776
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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M&M at Apple Ridge, L.L.C.
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NJ
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|
22-3824654
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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M&M at Chesterfield, LLC
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NJ
|
|
56-2290506
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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M&M at East Mill, L.L.C.
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NJ
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80-0036068
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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M&M at Morristown, L.L.C.
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NJ
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|
22-3834775
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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M&M at Sheridan, L.L.C.
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NJ
|
|
22-3825357
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|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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M&M at Spinnaker Pointe, L.L.C.
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NJ
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22-3825041
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Address Including Zip
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State or Other
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Code, and Telephone
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Jurisdiction of
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IRS Employer
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Number Including Area
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Exact Name of Registrant
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Incorporation
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Identification
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Code, of Registrants
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as Specified in Its Charter
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or Organization
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Number
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Principal Executive Offices
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M&M at Spruce Hollow, L.L.C.
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NJ
|
|
22-3825064
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|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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M&M at Spruce Run, L.L.C.
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NJ
|
|
22-3825037
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|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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M&M at Tamarack Hollow, L.L.C.
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|
NJ
|
|
20-2033836
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|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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M&M at The Highlands, L.L.C.
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NJ
|
|
22-3824649
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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M&M at West Orange, L.L.C.
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NJ
|
|
55-0820919
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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M&M at Wheatena Urban Renewal, L.L.C.
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NJ
|
|
20-1516521
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Matzel & Mumford at Egg Harbor, L.L.C.
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NJ
|
|
20-1706817
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Matzel & Mumford at Montgomery, L.L.C.
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NJ
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22-3500542
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Matzel & Mumford at South Bound Brook
Urban Renewal, L.L.C.
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NJ
|
|
20-0489677
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Midwest Building Products & Contractor
Services, L.L.C
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|
OH
|
|
20-2882866
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|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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MMIP, L.L.C.
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NJ
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|
02-0651174
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|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Paddocks, L.L.C.
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MD
|
|
20-0027663
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|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Pine Ayr, L.L.C.
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MD
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20-2229495
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|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Address Including Zip
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State or Other
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Code, and Telephone
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Jurisdiction of
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IRS Employer
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Number Including Area
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Exact Name of Registrant
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Incorporation
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Identification
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Code, of Registrants
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as Specified in Its Charter
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or Organization
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Number
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Principal Executive Offices
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Ridgemore Utility, L.L.C.
|
|
MD
|
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31-1820672
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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The Landings at Spinnaker Pointe, L.L.C.
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NJ
|
|
22-3825040
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|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Washington Homes at Columbia Town
Center, LLC
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MD
|
|
22-3757772
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|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Westminster Homes of Alabama, L.L.C.
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|
MD
|
|
63-1222540
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
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Westminster Homes of Mississippi, L.L.C.
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MS
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64-0907820
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110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Woodland Lake Condominiums at Bowie New town, L.L.C.
|
|
MD
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06-1643401
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
M&M Investments, L.P.
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|
NJ
|
|
22-3685183
|
|
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
|
Information
contained herein is subject to completion or amendment. A
registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective.
This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
|
SUBJECT
TO COMPLETION, DATED MAY 12, 2009
PRELIMINARY PROSPECTUS
$29,299,000
K. Hovnanian Enterprises, Inc.
Fully
and Unconditionally Guaranteed by
Hovnanian
Enterprises, Inc.
And the Subsidiary Guarantors described herein
Offer to
Exchange All Outstanding
18.0% Senior Secured Notes due 2017
($29,299,000 aggregate principal amount outstanding)
for 18.0% Senior Secured Notes due 2017, which have been
registered
under the Securities Act of 1933
The
Exchange Offer Will Expire at 5:00 p.m., New York City
Time,
on ,
2009, Unless Extended
The Exchange Offer:
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We will exchange all outstanding notes that are validly tendered
and not validly withdrawn for an equal principal amount of
exchange notes that are freely tradeable.
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You may withdraw tenders of outstanding notes at any time prior
to the expiration date of the exchange offer.
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|
The exchange offer expires at 5:00 p.m., New York City
time,
on ,
2009, unless extended. We do not currently intend to extend the
expiration date.
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The exchange of outstanding notes for exchange notes in the
exchange offer will not be a taxable event for U.S. federal
income tax purposes.
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We will not receive any proceeds from the exchange offer.
|
The Exchange Notes:
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|
The exchange notes are being offered in order to satisfy some of
our obligations under the registration rights agreement entered
into in connection with the placement of the outstanding notes.
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|
The terms of the exchange notes to be issued in the exchange
offer are substantially identical to the outstanding notes,
except that the exchange notes will be freely tradeable.
|
The Exchange Guarantees:
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|
|
|
|
Hovnanian Enterprises, Inc., the parent company of the issuer of
the exchange notes, K. Hovnanian Enterprises, Inc., and each of
its wholly-owned subsidiaries, other than the issuer and certain
of Hovnanian Enterprises, Inc.s financial service
subsidiaries and joint ventures, will fully and unconditionally
guarantee our obligations under the exchange notes.
|
Resales of Exchange Notes:
|
|
|
|
|
The exchange notes may be sold in the over-the counter market,
in negotiated transactions or through a combination of such
methods. We do not plan to list the exchange notes on a national
market.
|
You should consider carefully the Risk Factors
beginning on page 14 of this prospectus before
participating in the exchange offer.
Each broker-dealer that receives exchange notes for its own
account in the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of those
exchange notes. The letter of transmittal states that, by so
acknowledging and delivering a prospectus, a broker-dealer will
not be deemed to admit that it is an underwriter
within the meaning of the Securities Act of 1933.
This prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with
resales of exchange notes received in exchange for outstanding
notes where the outstanding notes were acquired by the
broker-dealer as a result of market-making activities or other
trading activities.
We have agreed that, for a period of up to 180 days after
the consummation of this exchange offer, we will use our best
efforts to make this prospectus available to any broker-dealer
for use in connection with the resale of exchange notes. See
Plan of Distribution.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the
exchange notes to be distributed in the exchange offer or passed
upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
This
prospectus is
dated ,
2009.
TABLE OF
CONTENTS
The information contained in this prospectus speaks only as
of the date of this prospectus unless the information
specifically indicates that another date applies. No dealer,
salesperson or other person has been authorized to give any
information or to make any representations other than those
contained in this prospectus in connection with the offer
contained herein and, if given or made, such information or
representations must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor
any sale made hereunder shall under any circumstances create an
implication that there has been no change in our affairs or that
of our subsidiaries since the date hereof.
In this prospectus and except as the context otherwise requires
or indicates:
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|
Issuer or K. Hovnanian means K.
Hovnanian Enterprises, Inc., a California corporation;
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|
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|
Hovnanian, us, we,
our or Company means Hovnanian
Enterprises, Inc., a Delaware corporation, together with its
consolidated subsidiaries, including K. Hovnanian;
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Revolving Credit Agreement means our Seventh Amended
and Restated Credit Agreement dated as of March 7, 2008, as
amended by Amendment No. 1 thereto dated as of May 16, 2008;
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Second Lien Notes means our
111/2% Senior
Secured Notes due 2013;
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|
outstanding notes means the $29,299,000 aggregate
principal amount of 18.0% Senior Secured Notes due 2017,
which were issued on December 3, 2008;
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|
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|
exchange notes means the $29,299,000 aggregate
principal amount of 18.0% Senior Secured Notes due 2017,
which we are offering in this exchange offer; and
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notes means both the outstanding notes and the
exchange notes offered hereby.
|
This prospectus incorporates important business and financial
information about the company that is not included in or
delivered with the document. Hovnanian will provide without
charge to each person, including any beneficial owner, to whom a
copy of this prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the information
incorporated by reference in this prospectus, other than
exhibits to such information (unless such exhibits are
specifically incorporated by reference into the information that
this prospectus incorporates). Requests for such copies should
be directed to Paul W. Buchanan, Senior Vice
President and Chief Accounting Officer, Hovnanian Enterprises,
Inc., 110 West Front Street, P.O. Box 500, Red
Bank, New Jersey 07701, (telephone:
(732) 747-7800).
To obtain timely delivery, security holders must request the
information no later than five business days
before ,
2009, the expiration date of the exchange offer.
FORWARD-LOOKING
STATEMENTS
This prospectus includes forward-looking statements
including, in particular, the statements about our plans,
strategies and prospects. Such statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Although we believe that our plans, intentions and
expectations reflected in, or suggested by such forward-looking
statements are reasonable, we can give no assurance that such
plans, intentions or expectations will be achieved. Such risks,
uncertainties and other factors include, but are not limited to,
(1) changes in general and local economic and industry and
business conditions, (2) adverse weather conditions and
natural disasters, (3) changes in market conditions and
seasonality of the Companys business, (4) changes in
home prices and sales activity in the markets where the Company
builds homes, (5) government regulation, including
regulations concerning development of land, the home building,
sales and customer financing processes, and the environment,
(6) fluctuations in interest rates and the availability of
mortgage financing, (7) shortages in, and price
fluctuations of, raw materials and labor, (8) the
availability and cost of suitable land and improved lots,
(9) levels of competition, (10) availability of
financing to the Company, (11) utility shortages and
outages or rate fluctuations, (12) levels of indebtedness
and restrictions on the Companys operations and activities
imposed by the agreements governing the Companys
outstanding indebtedness; (13) operations through joint
ventures with third parties; (14) product liability
litigation and warranty claims; (15) successful
identification and integration of acquisitions;
(16) significant influence of the Companys
controlling stockholders; (17) geopolitical risks,
terrorist acts and other acts of war; and (18) other
factors described in detail in our
Form 10-K
for the year ended October 31, 2008, our
Form 10-Q
for the quarter ended January 31, 2009 and in this
prospectus under Risk Factors. All forward-looking
statements attributable to the Company or persons acting on our
behalf are expressly qualified in their entirety by the
cautionary statements and risk factors contained throughout this
prospectus. Except as otherwise required by applicable
securities laws, we undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events, changed circumstances or any
other reason.
ii
PROSPECTUS
SUMMARY
The following summary contains information about Hovnanian
and the exchange offer. It does not contain all of the
information that may be important to you in making a decision to
participate in the exchange offer. For a more complete
understanding of Hovnanian and the exchange offer, we urge you
to read this prospectus carefully, including the Risk
Factors section and our financial statements and the notes
to those statements incorporated by reference herein.
The
Company
We design, construct, market and sell single-family detached
homes, attached townhomes and condominiums, mid-rise and
high-rise condominiums, urban infill and active adult homes in
planned residential developments and are one of the
nations largest builders of residential homes. Founded in
1959 by Kevork Hovnanian, Hovnanian Enterprises, Inc. was
incorporated in New Jersey in 1967 and reincorporated in
Delaware in 1983. Since the incorporation of our predecessor
company and including unconsolidated joint ventures, we have
delivered in excess of 282,000 homes, including 1,283 homes in
the three months ended January 31, 2009. The Company
consists of two distinct operations: homebuilding and financial
services. Our homebuilding operations consist of six segments:
Northeast, Mid-Atlantic, Midwest, Southeast, Southwest and West.
Our financial services operations provide mortgage loans and
title services to the customers of our homebuilding operations.
We are currently, excluding unconsolidated joint ventures,
offering homes for sale in 245 communities in 44 markets in
18 states throughout the United States. We market and build
homes for first-time buyers, first-time and second-time
move-up
buyers, luxury buyers, active adult buyers and empty nesters. We
offer a variety of home styles at base prices ranging from
$36,000 (low income housing) to $2,455,000 with an average sales
price, including options, of $300,000 nationwide in fiscal 2008.
Our operations span all significant aspects of the home-buying
process from design, construction and sale, to
mortgage origination and title services.
The following is a summary of our growth history:
1959 Founded by Kevork Hovnanian as a New Jersey
homebuilder.
1983 Completed initial public offering.
1986 Entered the North Carolina market through the
investment in New Fortis Homes.
1992 Entered the greater Washington, D.C.
market.
1994 Entered the Coastal Southern California market.
1998 Expanded in the greater Washington, D.C.
market through the acquisition of P.C. Homes.
1999 Entered the Dallas, Texas market through our
acquisition of Goodman Homes. Further diversified and
strengthened our position as New Jerseys largest
homebuilder through the acquisition of Matzel &
Mumford.
2001 Continued expansion in the greater
Washington, D.C. and North Carolina markets through the
acquisition of Washington Homes. This acquisition further
strengthened our operations in each of these markets.
2002 Entered the Central Valley market in Northern
California and Inland Empire region of Southern California
through the acquisition of Forecast Homes.
2003 Expanded operations in Texas and entered the
Houston market through the acquisition of Parkside Homes and
Brighton Homes. Entered the greater Ohio market through our
acquisition of Summit Homes and entered the greater metro
Phoenix market through our acquisition of Great Western Homes.
2004 Entered the greater Tampa, Florida market
through the acquisition of Windward Homes, and started
operations in the Minneapolis/St. Paul, Minnesota market.
1
2005 Entered the Orlando, Florida market through our
acquisition of Cambridge Homes and entered the greater Chicago,
Illinois market and expanded our position in Florida and
Minnesota through the acquisition of the operations of
Town & Country Homes, which occurred concurrently with
our entering into a joint venture with affiliates of Blackstone
Real Estate Advisors to own and develop Town &
Countrys existing residential communities. We also entered
the Fort Myers market through the acquisition of First Home
Builders of Florida, and the Cleveland, Ohio market through the
acquisition of Oster Homes.
2006 Entered the coastal markets of South Carolina
and Georgia through the acquisition of Craftbuilt Homes.
Hovnanian markets and builds homes that are constructed in 23 of
the nations top 50 housing markets. We segregate our
homebuilding operations geographically into the following six
segments:
Northeast: New Jersey, New York, Pennsylvania
Mid-Atlantic: Delaware, Maryland, Virginia, West
Virginia, Washington, D.C.
Midwest: Illinois, Kentucky, Minnesota, Ohio
Southeast: Florida, Georgia, North Carolina, South
Carolina
Southwest: Arizona, Texas
West: California
We employed approximately 2,816 full-time employees (which
we refer to as associates) as of October 31, 2008.
Our corporate offices are located at 110 West Front Street,
P. O. Box 500, Red Bank, New Jersey 07701, our telephone number
is
(732) 747-7800,
and our Internet website address is www.khov.com.
Information on our website is not a part of, or incorporated by
reference in, this prospectus.
2
Summary
of the Terms of the Exchange Offer
On December 3, 2008, K. Hovnanian completed a private
offering of the outstanding notes.
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|
|
General |
|
In connection with the private offering of the outstanding
notes, we entered into a registration rights agreement in which
the Issuer and the guarantors agreed, among other things, to
deliver this prospectus to you and to complete an exchange offer
for the outstanding notes within the time period specified in
the registration rights agreement. See Exchange Offer;
Registration Rights. |
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|
You are entitled to exchange in the exchange offer your
outstanding notes for exchange notes, which are identical in all
material respects to the outstanding notes except: |
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|
|
the exchange notes have been registered under the
Securities Act of 1933, as amended, which we refer to as the
Securities Act;
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the exchange notes are not entitled to certain
registration rights which are applicable to the outstanding
notes under the registration rights agreement; and
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|
certain additional interest rate provisions are no
longer applicable.
|
|
Outstanding Notes |
|
$29,299,000 aggregate principal amount of 18.0% Senior
Secured Notes due 2017, which were issued on December 3,
2008. |
|
Exchange Notes |
|
$29,299,000 aggregate principal amount of 18.0% Senior
Secured Notes due 2017, which we are offering in this exchange
offer. |
|
The Exchange Offer |
|
We are offering to exchange up to $29,299,000 aggregate
principal amount of our exchange notes, which have been
registered under the Securities Act, for a like aggregate
principal amount of the outstanding notes. You may only exchange
outstanding notes in denominations of $2,000 and higher integral
multiples of $1,000. |
|
|
|
Subject to the satisfaction or waiver of specified conditions,
we will exchange the exchange notes for all outstanding notes
that are validly tendered and not validly withdrawn prior to the
expiration of the exchange offer. We will cause the exchange to
be effected promptly after the expiration of the exchange offer. |
|
|
|
Upon completion of the exchange offer, there may be no market
for the outstanding notes and you may have difficulty selling
them. |
|
Resales |
|
Based on interpretations by the staff of the Securities and
Exchange Commission, or the SEC, set forth in
no-action letters issued to third parties referred to below, we
believe that you may resell or otherwise transfer exchange notes
issued in the exchange offer without complying with the
registration and prospectus delivery requirements of the
Securities Act, if: |
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|
|
(1) you are not an affiliate of K. Hovnanian or
any guarantor of the notes within the meaning of Rule 405
under the Securities Act; |
|
|
|
(2) you are not engaged in, do not intend to engage in, and
have no arrangement or understanding with any person to
participate in, a distribution of the exchange notes; and |
3
|
|
|
|
|
(3) you are acquiring the exchange notes in the ordinary
course of your business. |
|
|
|
If you are an affiliate of K. Hovnanian or the guarantors of the
notes, or are engaging in, or intend to engage in, or have any
arrangement or understanding with any person to participate in,
a distribution of the exchange notes, or are not acquiring the
exchange notes in the ordinary course of your business: |
|
|
|
(1) you cannot rely on the position of the staff of the SEC
enunciated in Morgan Stanley & Co., Inc.
(available June 5, 1991), Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in
the SECs letter to Shearman & Sterling
(available July 2, 1993), or similar no-action letters;
and |
|
|
|
(2) in the absence of an exception from the position of the
SEC stated in (1) above, you must comply with the
registration and prospectus delivery requirements of the
Securities Act in connection with any resale or other transfer
of the exchange notes. |
|
|
|
If you are a broker-dealer and receive exchange notes for your
own account in exchange for outstanding notes that you acquired
as a result of market-making or other trading activities, you
must acknowledge that you will deliver a prospectus, as required
by law, in connection with any resale or other transfer of the
exchange notes that you receive in the exchange offer. See
Plan of Distribution. |
|
Expiration Date |
|
The exchange offer will expire at 5:00 p.m., New York City
time,
on ,
2009 unless extended by us. We do not currently intend to extend
the expiration date. |
|
Withdrawal |
|
You may withdraw the tender of your outstanding notes at any
time prior to the expiration date. We will return to you any of
your outstanding notes that are not accepted for any reason for
exchange, without expense to you, promptly after the expiration
or termination of the exchange offer. |
|
Interest on the Exchange Notes and the Outstanding Notes |
|
Each exchange note will bear interest at the rate per annum set
forth on the cover page of this prospectus from the most recent
date to which interest has been paid on the outstanding notes
or, if no interest has been paid on the outstanding notes, from
December 3, 2008. The interest will be payable
semi-annually on each May 1 and November 1, beginning
May 1, 2009. No interest will be paid on outstanding notes
following their acceptance for exchange. |
|
Conditions to the Exchange Offer |
|
The exchange offer is subject to customary conditions, which we
may assert or waive. See The Exchange Offer
Conditions to the Exchange Offer. |
|
Procedures for Tendering Outstanding Notes |
|
If you wish to participate in the exchange offer, you must
complete, sign and date the accompanying letter of transmittal,
or a facsimile of the letter of transmittal, according to the
instructions contained in this prospectus and the letter of
transmittal. You must |
4
|
|
|
|
|
then mail or otherwise deliver the letter of transmittal, or a
facsimile of the letter of transmittal, together with the
outstanding notes and any other required documents, to the
exchange agent at the address set forth on the cover page of the
letter of transmittal. If you hold outstanding notes through The
Depository Trust Company, or DTC, and wish to
participate in the exchange offer, you must comply with the
Automated Tender Offer Program procedures of DTC, by which you
will agree to be bound by the letter of transmittal. By signing,
or agreeing to be bound by, the letter of transmittal, you will
represent to us that, among other things: |
|
|
|
(1) you are not an affiliate of K. Hovnanian or
the guarantors of the notes within the meaning of Rule 405
under the Securities Act; |
|
|
|
(2) you are not engaged in, do not intend to engage in, and
have no arrangement or understanding with any person to
participate in, a distribution of the exchange notes; |
|
|
|
(3) you are acquiring the exchange notes in the ordinary
course of your business; and |
|
|
|
(4) if you are a broker-dealer and receive exchange notes
for your own account in exchange for outstanding notes that you
acquired as a result of market-making or other trading
activities, that you will deliver a prospectus, as required by
law, in connection with any resale or other transfer of such
exchange notes. |
|
|
|
If you are an affiliate of K. Hovnanian or the guarantors of the
notes or are engaging in, or intend to engage in, or have any
arrangement or understanding with any person to participate in,
a distribution of the exchange notes, or are not acquiring the
exchange notes in the ordinary course of your business, you
cannot rely on the applicable positions and interpretations of
the staff of the SEC and you must comply with the registration
and prospectus delivery requirements of the Securities Act in
connection with any resale or other transfer of the exchange
notes. |
|
Special Procedures for Beneficial Owners |
|
If you are a beneficial owner of outstanding notes that are held
in the name of a broker, dealer, commercial bank, trust company
or other nominee and you wish to tender those outstanding notes
in the exchange offer, you should contact such person promptly
and instruct such person to tender those outstanding notes on
your behalf. |
|
Guaranteed Delivery Procedures |
|
If you wish to tender your outstanding notes and your
outstanding notes are not immediately available or you cannot
deliver your outstanding notes, the letter of transmittal and
any other documents required by the letter of transmittal or you
cannot comply with the DTC procedures for book-entry transfer
prior to the expiration date, you must tender your outstanding
notes according to the guaranteed delivery procedures set forth
in this prospectus under The Exchange Offer
Guaranteed Delivery Procedures. |
|
Effect on Holders of Outstanding Notes |
|
In connection with the sale of the outstanding notes, we entered
into a registration rights agreement, which grants the holders
of |
5
|
|
|
|
|
outstanding notes registration rights. By making this exchange
offer, we will have fulfilled most of our obligations under the
registration rights agreement. Accordingly, we will not be
obligated to pay additional interest as described in the
registration rights agreement. If you do not tender your
outstanding notes in the exchange offer, you will continue to be
entitled to all the rights and limitations applicable to the
outstanding notes as set forth in the indenture, except we will
not have any further obligation to you to provide for the
registration of the outstanding notes under the registration
rights agreement and we will not be obligated to pay additional
interest as described in the registration rights agreement,
except in certain limited circumstances. See Exchange
Offer; Registration Rights. |
|
|
|
To the extent that outstanding notes are tendered and accepted
in the exchange offer, the trading market for outstanding notes
could be adversely affected. |
|
Consequences of Failure to Exchange |
|
All untendered outstanding notes will continue to be subject to
the restrictions on transfer set forth in the outstanding notes
and in the indenture. In general, the outstanding notes may not
be offered or sold, unless registered under the Securities Act,
except pursuant to an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities
laws. We do not currently anticipate that we will register the
outstanding notes under the Securities Act. |
|
Certain Income Tax Considerations |
|
The exchange of outstanding notes for exchange notes in the
exchange offer will not be a taxable event for United States
federal income tax purposes. See United States Federal
Income Tax Consequences of the Exchange Offer. |
|
Use of Proceeds |
|
We will not receive any cash proceeds from the issuance of
exchange notes in the exchange offer. |
|
Exchange Agent |
|
Wilmington Trust Company, whose address and telephone
number is set forth in the section captioned The Exchange
Offer Exchange Agent of this prospectus, is
the exchange agent for the exchange offer. |
6
Summary
of the Terms of the Exchange Notes
The terms of the exchange notes are identical in all material
respects to the terms of the outstanding notes, except that the
exchange notes will not contain terms with respect to transfer
restrictions or additional interest upon a failure to fulfill
certain of our obligations under the registration rights
agreement. The exchange notes will evidence the same debt as the
outstanding notes. The exchange notes will be governed by the
same indenture under which the outstanding notes were issued and
the exchange notes and the outstanding notes will constitute a
single class and series of notes for all purposes under the
indenture.
|
|
|
Issuer |
|
K. Hovnanian Enterprises, Inc. |
|
Notes Offered |
|
We are offering $29,299,000 aggregate principal amount of
18.0% Senior Secured Notes due 2017. |
|
Maturity Date |
|
May 1, 2017. |
|
Interest Payment Dates |
|
Each May 1 and November 1, beginning May 1, 2009. |
|
Optional Redemption |
|
We may redeem some or all of the notes at any time on or after
May 1, 2011, at the redemption prices specified under the
section Description of Notes Redemption
plus accrued and unpaid interest, if any. In addition, we may
redeem up to 35% of the aggregate principal amount of the notes
before May 1, 2011 with the net cash proceeds from certain
equity offerings at a price equal to 118.0% of the principal
amount thereof plus accrued and unpaid interest, if any. |
|
Change of Control |
|
Upon a Change of Control as described in the section
Description of Notes, you may require us to
repurchase all or part of your notes at 101% of the principal
amount, plus accrued and unpaid interest, if any, to the date of
repurchase. We can give no assurance that, upon such an event,
we will have sufficient funds to repurchase any of the notes. |
|
Guarantees |
|
The guarantors are Hovnanian Enterprises, Inc., the parent
corporation of the Issuer, and substantially all of the
parents existing and future restricted subsidiaries. If
the Issuer cannot make payments on the notes when they are due,
the guarantors must make the payments instead. As of the date of
this prospectus, our home mortgage subsidiaries, our joint
ventures and certain of our title insurance subsidiaries are not
guarantors or restricted subsidiaries. |
|
Ranking |
|
The exchange notes and the guarantees thereof will be the
Issuers and the guarantors general senior secured
obligations and will: |
|
|
|
rank senior in right of payment to the Issuers
and the guarantors existing and future debt and other
obligations that expressly provide for their subordination to
the notes and the guarantees;
|
|
|
|
rank equally in right of payment to all of the
Issuers and the guarantors existing and future
unsubordinated debt and, together with indebtedness under our
Revolving Credit Agreement, the Second Lien Notes and any other
secured obligations, effectively senior in right of payment to
all the Issuers and the guarantors existing and
future unsecured debt to the extent of the value of the
collateral;
|
|
|
|
be effectively subordinated to the Issuers and
the guarantors debt that is secured by priority liens on
the collateral, including
|
7
|
|
|
|
|
indebtedness under our Revolving Credit Agreement and the Second
Lien Notes to the extent of the value of the collateral; and |
|
|
|
be structurally subordinated to all of the existing
and future liabilities, including trade payables, of our
subsidiaries that do not guarantee the notes.
|
|
|
|
At January 31, 2009, the Issuer and the guarantors had: |
|
|
|
approximately $629.3 million of secured
indebtedness outstanding ($624.3 million, net of discount),
including the outstanding notes;
|
|
|
|
approximately $1,414.2 million of senior
unsecured notes ($1,410.8 million, net of discount);
|
|
|
|
approximately $376.1 million of senior
subordinated notes; and
|
|
|
|
no amounts drawn under the Revolving Credit
Agreement, excluding letters of credit totaling approximately
$168.2 million.
|
|
|
|
|
|
Under the covenants of our indentures governing our senior
secured, senior and senior subordinated notes, our ability to
incur additional debt is currently limited (because our
consolidated fixed charge coverage ratio would be below 2.0 to
1.0) to certain permitted debt. Under the most restrictive of
the covenants, the amount of additional long-term debt we could
incur is $182.0 million. We may also incur certain other
types of indebtedness such as non-recourse indebtedness and
purchase money indebtedness as described under Description
of Notes Certain covenants Limitations
on indebtedness. |
|
|
|
|
|
In addition, as of January 31, 2009, our non-guarantor
subsidiaries had approximately $79.1 million of
liabilities, including trade payables, but excluding
intercompany obligations. |
|
|
|
See the section Description of Notes
Ranking. |
|
Collateral |
|
The exchange notes and the guarantees thereof will be secured by
a third-priority lien on substantially all the assets owned by
the Issuer and the guarantors on December 3, 2008 or
thereafter acquired to the extent such assets secure obligations
under the Revolving Credit Agreement and the Second Lien Notes.
The obligations under our Revolving Credit Agreement are secured
by a first-priority lien and the obligations under the Second
Lien Notes are secured by a second-priority lien on the same
assets that secure the outstanding notes. |
|
|
|
|
|
As of January 31, 2009, the aggregate book value of the
real property collateral securing the outstanding notes was
approximately $1.339 billion, which does not include the
impact of inventory investments, home deliveries or impairments
thereafter and which may differ from the appraised value. In
addition, cash collateral securing the outstanding notes was
$856.1 million as of January 31, 2009. The incremental
value of the stock of subsidiary guarantors that is pledged as
collateral to secure the outstanding notes is not meaningful
because the underlying assets of such guarantors have been
separately pledged as collateral. |
8
|
|
|
|
|
The collateral will not include: |
|
|
|
the pledge of stock of guarantors to the extent such
pledge would result in separate financial statements of such
guarantor being required in SEC filings (which stock will be
pledged to secure the Revolving Credit Agreement but not the
Second Lien Notes);
|
|
|
|
personal property where the cost of obtaining a
security interest or perfection thereof exceeds its benefits;
|
|
|
|
real property subject to a lien securing
indebtedness incurred for the purpose of financing the
acquisition thereof;
|
|
|
|
real property located outside of the United States;
|
|
|
|
unentitled land;
|
|
|
|
real property which is leased or held for the
purpose of leasing to unaffiliated third parties;
|
|
|
|
equity interests in subsidiaries other than
restricted subsidiaries, subject to future grants under certain
circumstances as required under the indenture;
|
|
|
|
any real property in a community under development
with a dollar amount of investment as of the most recent
month-end (determined in accordance with GAAP) of less than
$2.0 million or with less than 10 lots remaining;
|
|
|
|
up to $50.0 million of assets received in
certain asset dispositions or asset swaps or exchanges made in
accordance with the indenture;
|
|
|
|
assets with respect to which any applicable law or
contract prohibits the creation or perfection of security
interests therein; and
|
|
|
|
any other assets excluded from the collateral
securing (i) the Revolving Credit Agreement (and any other
indebtedness or obligations secured by first-priority liens on
the collateral) and (ii) the Second Lien Notes.
|
|
|
|
In addition, the Issuer and the guarantors will not be required
to provide control agreements with respect to certain deposit,
checking or securities accounts with average balances below a
certain dollar amount. |
|
|
|
For more details, see the section Description of
Notes Security. |
|
Intercreditor Agreement |
|
Pursuant to an intercreditor agreement, the liens securing the
notes will be third-priority liens that will be expressly junior
in priority to the liens that secure (1) obligations under
our Revolving Credit Agreement, (2) obligations under our
Second Lien Notes, (3) certain other future indebtedness
permitted to be incurred under the indenture governing the notes
and (4) certain obligations under our hedging arrangements.
Pursuant to the intercreditor agreement, the liens securing the
notes may not be enforced at any time when obligations secured
by priority liens are outstanding, except for certain limited
exceptions. Any release (except in connection with repayment in
full of the priority lien obligations) of priority liens upon |
9
|
|
|
|
|
any collateral approved by holders of such priority liens will
also release the liens securing the notes on the same
collateral. The holders of the priority liens will receive all
proceeds from any realization on the collateral or from the
collateral or proceeds thereof in any insolvency or liquidation
proceeding until the obligations secured by the priority liens
are paid in full. |
|
Sharing of Liens |
|
In certain circumstances, we may secure specified indebtedness
permitted to be incurred under the indenture governing the notes
by granting liens upon any or all of the collateral securing the
notes, including on an equal basis with the first-priority liens
securing the Revolving Credit Agreement or on a pari passu
or junior basis with respect to the notes. |
|
Certain Covenants |
|
The exchange notes will be issued under the same indenture as
the outstanding notes were issued. The indenture contains
covenants that, among other things, restrict the Issuers
ability and the ability of the guarantors to: |
|
|
|
borrow money;
|
|
|
|
pay dividends and distributions on our common and
preferred stock;
|
|
|
|
repurchase senior and senior subordinated notes and
common and preferred stock;
|
|
|
|
make investments in subsidiaries and joint ventures
that are not restricted;
|
|
|
|
sell certain assets;
|
|
|
|
incur certain liens;
|
|
|
|
merge with or into other companies; and
|
|
|
|
enter into certain transactions with our affiliates.
|
|
|
|
These covenants will be subject to a number of important
exceptions and qualifications. For more details, see the section
Description of Notes Certain covenants. |
|
Absence of a Public Market |
|
The exchange notes will generally be freely transferable
(subject to certain restrictions discussed in Exchange
Offer; Registration Rights) but will be a new issue of
securities for which there will not initially be a market.
Accordingly, there can be no assurance as to the development or
liquidity of any market for the exchange notes. We do not intend
to apply for a listing of the exchange notes on any securities
exchange or automated dealer quotation system. |
|
Use of Proceeds |
|
We will not receive any cash proceeds from the issuance of the
exchange notes in the exchange offer. For a description of the
use of proceeds from the private offering of the outstanding
notes, see Use of Proceeds. |
10
Summary
Financial Information
The following table presents summary historical consolidated
financial and other data of Hovnanian Enterprises, Inc. and
subsidiaries as of and for the years ended October 31,
2008, 2007 and 2006 and the three months ended January 31,
2009 and 2008. The consolidated financial and other data for the
years ended October 31, 2008, 2007 and 2006 have been
derived from Hovnanian Enterprises, Inc.s audited
consolidated financial statements and the consolidated financial
and other data for the three months ended January 31, 2009
and 2008 have been derived from Hovnanian Enterprises,
Inc.s unaudited consolidated financial statements.
Operating results for the three months ended January 31,
2009 are not necessarily indicative of the results that may be
expected for the entire year ending October 31, 2009. You
should read this data in conjunction with
Managements Discussion and Analysis of Financial
Condition and Results of Operations incorporated by
reference herein and our consolidated financial statements and
related notes incorporated by reference herein.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Three Months Ended
|
|
|
|
October 31,
|
|
|
October 31,
|
|
|
October 31,
|
|
|
January 31,
|
|
|
January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands, except per share data)
|
|
|
|
|
|
Income Statement and Other Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
3,308,111
|
|
|
$
|
4,798,921
|
|
|
$
|
6,148,235
|
|
|
$
|
373,784
|
|
|
$
|
1,093,701
|
|
Inventory impairment loss and land option write-offs
|
|
$
|
710,120
|
|
|
$
|
457,773
|
|
|
$
|
336,204
|
|
|
$
|
110,181
|
|
|
$
|
90,168
|
|
Gain on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,520
|
|
|
|
|
|
(Loss) income from unconsolidated joint ventures
|
|
$
|
(36,600
|
)
|
|
$
|
(28,223
|
)
|
|
$
|
15,385
|
|
|
$
|
(22,589
|
)
|
|
$
|
(5,039
|
)
|
Pre-tax (loss) income excluding land related charges, intangible
impairments and gain on extinguishment of debt(l)
|
|
$
|
(391,323
|
)
|
|
$
|
(20,887
|
)
|
|
$
|
581,360
|
|
|
$
|
(125,341
|
)
|
|
$
|
(74,619
|
)
|
(Loss) income before income taxes
|
|
$
|
(1,168,048
|
)
|
|
$
|
(646,966
|
)
|
|
$
|
233,106
|
|
|
$
|
(177,826
|
)
|
|
$
|
(168,794
|
)
|
State and Federal income tax (benefit) provision
|
|
|
(43,458
|
)
|
|
|
(19,847
|
)
|
|
|
83,573
|
|
|
|
584
|
|
|
|
(37,851
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
|
(1,124,590
|
)
|
|
|
(627,119
|
)
|
|
|
149,533
|
|
|
|
(178,410
|
)
|
|
|
(130,943
|
)
|
Less: preferred stock dividends
|
|
|
|
|
|
|
10,674
|
|
|
|
10,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to common stockholders
|
|
$
|
(1,124,590
|
)
|
|
$
|
(637,793
|
)
|
|
$
|
138,858
|
|
|
$
|
(178,410
|
)
|
|
$
|
(130,943
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income per common share
|
|
$
|
(16.04
|
)
|
|
$
|
(10.11
|
)
|
|
$
|
2.21
|
|
|
$
|
(2.29
|
)
|
|
$
|
(2.07
|
)
|
Weighted average number of common shares outstanding
|
|
|
70,131
|
|
|
|
63,079
|
|
|
|
62,822
|
|
|
|
78,043
|
|
|
|
63,358
|
|
Assuming dilution:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income per common share
|
|
$
|
(16.04
|
)
|
|
$
|
(10.11
|
)
|
|
$
|
2.14
|
|
|
$
|
(2.29
|
)
|
|
$
|
(2.07
|
)
|
Weighted average number of common shares outstanding
|
|
|
70,131
|
|
|
|
63,079
|
|
|
|
64,838
|
|
|
|
78,043
|
|
|
|
63,358
|
|
|
|
|
(1) |
|
Pre-tax (loss) income excluding land related charges, intangible
impairments and gain on extinguishment of debt is not a
financial measure calculated in accordance with U.S. generally
accepted accounting principles (GAAP). The most directly
comparable GAAP financial measure is (loss) income before income
taxes. The reconciliation of pre-tax (loss) income excluding
land related charges, intangible impairments and gain on
extinguishment of debt to (loss) income before income taxes is
presented below. Pre-tax (loss) income excluding land related
charges, intangible impairments and gain on extinguishment of
debt should be considered in addition to, but not as a
substitute for, (loss) income before income taxes, net (loss) |
11
|
|
|
|
|
income and other measures of financial performance prepared in
accordance with GAAP that are presented on the financial
statements and notes incorporated by reference herein.
Additionally, our calculation of pre-tax (loss) income excluding
land related charges, intangible impairments and gain on
extinguishment of debt may be different than the calculation
used by other companies, and, therefore, comparability may be
affected. Management believes pre-tax (loss) income excluding
land related charges, intangible impairments and gain on
extinguishment of debt to be relevant and useful information
because it provides a better metric for our operating
performance. |
|
|
|
Reconciliation of pre-tax (loss) income excluding land related
charges, intangible impairments and gain on extinguishment of
debt to (loss) income before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Three Months Ended
|
|
|
|
October 31,
|
|
|
October 31,
|
|
|
October 31,
|
|
|
January 31,
|
|
|
January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
(Loss) income before income taxes
|
|
$
|
(1,168,048
|
)
|
|
$
|
(646,966
|
)
|
|
$
|
233,106
|
|
|
$
|
(177,826
|
)
|
|
$
|
(168,794
|
)
|
Inventory impairment loss and land option write-offs
|
|
$
|
710,120
|
|
|
$
|
457,773
|
|
|
$
|
336,204
|
|
|
$
|
110,181
|
|
|
$
|
90,168
|
|
Goodwill and definite life intangible impairments
|
|
$
|
35,363
|
|
|
$
|
135,206
|
|
|
$
|
4,241
|
|
|
$
|
|
|
|
$
|
|
|
Unconsolidated joint venture investment, intangible and land
related charges
|
|
$
|
31,242
|
|
|
$
|
33,100
|
|
|
$
|
7,809
|
|
|
$
|
21,824
|
|
|
$
|
4,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on extinguishment of debt
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(79,520
|
)
|
|
$
|
|
|
Pre-tax (loss) income excluding land related charges, intangible
impairments and gain on extinguishment of debt
|
|
$
|
(391,323
|
)
|
|
$
|
(20,887
|
)
|
|
$
|
581,360
|
|
|
$
|
(125,341
|
)
|
|
$
|
(74,619
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31,
|
|
|
October 31,
|
|
|
October 31,
|
|
|
January 31,
|
|
|
January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
Summary Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
3,637,322
|
|
|
$
|
4,540,548
|
|
|
$
|
5,480,035
|
|
|
$
|
3,211,480
|
|
|
$
|
4,325,066
|
|
Mortgages, term loans, revolving credit agreements, and notes
payable
|
|
$
|
107,913
|
|
|
$
|
410,298
|
|
|
$
|
319,943
|
|
|
$
|
98,374
|
|
|
$
|
454,764
|
|
Senior secured notes, senior notes and senior subordinated notes
|
|
$
|
2,505,805
|
|
|
$
|
1,910,600
|
|
|
$
|
2,049,778
|
|
|
$
|
2,411,144
|
|
|
$
|
1,910,714
|
|
Stockholders equity
|
|
$
|
330,264
|
|
|
$
|
1,321,803
|
|
|
$
|
1,942,163
|
|
|
$
|
167,950
|
|
|
$
|
1,184,746
|
|
12
Important indicators of our future results are recently signed
contracts and home contract backlog for future deliveries. Our
sales contracts and homes in contract backlog, which primarily
use base sales prices by segment, are set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Contracts(1) for the
|
|
|
Contract Backlog as of
|
|
|
|
Three Months Ended January 31,
|
|
|
January 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
Northeast:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars
|
|
$
|
65,345
|
|
|
$
|
83,416
|
|
|
$
|
193,533
|
|
|
$
|
431,517
|
|
Homes
|
|
|
139
|
|
|
|
198
|
|
|
|
442
|
|
|
|
859
|
|
Mid-Atlantic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars
|
|
$
|
42,259
|
|
|
$
|
73,424
|
|
|
$
|
139,210
|
|
|
$
|
308,344
|
|
Homes
|
|
|
136
|
|
|
|
201
|
|
|
|
338
|
|
|
|
657
|
|
Midwest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars
|
|
$
|
18,836
|
|
|
$
|
18,737
|
|
|
$
|
54,552
|
|
|
$
|
126,937
|
|
Homes
|
|
|
104
|
|
|
|
102
|
|
|
|
282
|
|
|
|
650
|
|
Southeast:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars
|
|
$
|
20,063
|
|
|
$
|
42,423
|
|
|
$
|
31,896
|
|
|
$
|
195,367
|
|
Homes
|
|
|
117
|
|
|
|
155
|
|
|
|
123
|
|
|
|
677
|
|
Southwest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars
|
|
$
|
60,497
|
|
|
$
|
124,385
|
|
|
$
|
75,797
|
|
|
$
|
136,931
|
|
Homes
|
|
|
282
|
|
|
|
545
|
|
|
|
332
|
|
|
|
605
|
|
West:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars
|
|
$
|
30,519
|
|
|
$
|
115,405
|
|
|
$
|
36,043
|
|
|
$
|
149,539
|
|
Homes
|
|
|
183
|
|
|
|
310
|
|
|
|
143
|
|
|
|
397
|
|
Consolidated total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars
|
|
$
|
237,519
|
|
|
$
|
457,790
|
|
|
$
|
531,031
|
|
|
$
|
1,348,635
|
|
Homes
|
|
|
961
|
|
|
|
1,511
|
|
|
|
1,660
|
|
|
|
3,845
|
|
Unconsolidated joint ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars
|
|
$
|
14,122
|
|
|
$
|
52,747
|
|
|
$
|
146,330
|
|
|
$
|
187,417
|
|
Homes
|
|
|
43
|
|
|
|
108
|
|
|
|
231
|
|
|
|
380
|
|
Totals:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars
|
|
$
|
251,641
|
|
|
$
|
510,537
|
|
|
$
|
677,361
|
|
|
$
|
1,536,052
|
|
Homes
|
|
|
1,004
|
|
|
|
1,619
|
|
|
|
1,891
|
|
|
|
4,225
|
|
|
|
|
(1) |
|
Net contracts are defined as new contracts during the period for
the purchase of homes, less cancellations of prior contracts. |
13
RISK
FACTORS
In addition to the other information included in this
prospectus and the documents incorporated by reference in this
prospectus, you should carefully consider the following risk
factors before you decide to participate in the exchange
offer.
Risks
Related to the Exchange Offer
If you
choose not to exchange your outstanding notes in the exchange
offer, the transfer restrictions currently applicable to your
outstanding notes will remain in force and the market price of
your outstanding notes could decline.
If you do not exchange your outstanding notes for exchange notes
in the exchange offer, then you will continue to be subject to
the transfer restrictions on the outstanding notes as set forth
in the confidential offering memorandum distributed in
connection with the private offering of the outstanding notes.
In general, the outstanding notes may not be offered or sold
unless they are registered or exempt from registration under the
Securities Act and applicable state securities laws. Except as
required by the registration rights agreement, we do not intend
to register resales of the outstanding notes under the
Securities Act. You should refer to Prospectus
Summary Summary of the Terms of the Exchange
Offer and The Exchange Offer for information
about how to tender your outstanding notes.
The tender of outstanding notes under the exchange offer will
reduce the principal amount of the outstanding notes
outstanding, which may have an adverse effect upon, and increase
the volatility of, the market price of the outstanding notes due
to reduction in liquidity.
You
must follow the exchange offer procedures carefully in order to
receive the exchange notes.
If you do not follow the procedures described herein, you will
not receive any exchange notes. The exchange notes will be
issued to you in exchange for outstanding notes only after
timely receipt by the exchange agent of:
|
|
|
|
|
your outstanding notes and either:
|
|
|
|
|
|
a properly completed and executed letter of transmittal and all
other required documents; or
|
|
|
|
a book-entry delivery by electronic transmittal of an
agents message through the Automated Tender Offer Program
of DTC.
|
If you want to tender your outstanding notes in exchange for
exchange notes, you should allow sufficient time to ensure
timely delivery. No one is under any obligation to give you
notification of defects or irregularities with respect to
tenders of outstanding notes for exchange. For additional
information, see the section captioned The Exchange
Offer in this prospectus.
Risks
Related to Our Business
The
homebuilding industry is significantly affected by changes in
general and local economic conditions, real estate markets and
weather conditions, which could affect our ability to build
homes at prices our customers are willing or able to pay, could
reduce profits that may not be recaptured, could result in
cancellation of sales contracts and could affect our
liquidity.
The homebuilding industry is cyclical, has from time to time
experienced significant difficulties and is significantly
affected by changes in general and local economic conditions
such as:
|
|
|
|
|
employment levels and job growth;
|
|
|
|
availability of financing for home buyers;
|
|
|
|
interest rates;
|
|
|
|
foreclosure rates;
|
14
|
|
|
|
|
inflation;
|
|
|
|
adverse changes in tax laws;
|
|
|
|
consumer confidence;
|
|
|
|
housing demand; and
|
|
|
|
population growth.
|
Turmoil in the financial markets could affect our liquidity. In
addition, our cash balances are held at numerous financial
institutions and may, at times, exceed insurable amounts. We
believe we help to mitigate this risk by depositing our cash in
major financial institutions and diversifying our investments.
We also depend upon the lenders under our Revolving Credit
Agreement to be able to perform under their commitments. If one
or more of our lenders default on their funding obligations, the
other lenders are not obligated to make up the shortfall, which
would reduce our available liquidity. In addition, it may be
difficult to find a bank willing to issue a letter of credit
under our Revolving Credit Agreement in such a circumstance.
Weather conditions and natural disasters such as hurricanes,
tornadoes, earthquakes, floods and fires can harm the local
homebuilding business. Our business in Florida was adversely
affected in late 2005 and into 2006 due to the impact of
Hurricane Wilma on materials and labor availability and pricing.
Conversely, Hurricane Ike, which hit Houston in September 2008,
did not have an impact on materials and labor availability or
pricing, but did impact the volume of home sales in subsequent
weeks.
The difficulties described above could cause us to take longer
and incur more costs to build our homes. We may not be able to
recapture increased costs by raising prices in many cases
because we fix our prices up to twelve months in advance of
delivery by signing home sales contracts. In addition, some home
buyers may cancel or not honor their home sales contracts
altogether.
The
homebuilding industry is undergoing a significant and sustained
downturn which has, and could continue to, materially and
adversely affect our business, liquidity and results of
operations.
The homebuilding industry is now experiencing a significant and
sustained downturn. An industry-wide softening of demand for new
homes has resulted from a lack of consumer confidence, decreased
housing affordability, decreased availability of mortgage
financing, and large supplies of resale and new home
inventories. In addition, an oversupply of alternatives to new
homes, such as rental properties, resale homes and foreclosures,
has depressed prices and reduced margins for the sale of new
homes. Industry conditions had a material adverse effect on our
business and results of operations during fiscal years 2007 and
2008 and are continuing to materially adversely affect our
business and results of operations in fiscal 2009. For example,
we are continuing to experience significant declines in sales,
significant reductions in our margins and higher cancellations.
Further, we substantially increased our inventory through fiscal
2006, which required significant cash outlays and which has
increased our price and margin exposure as we continue to work
through this inventory. In addition, general economic conditions
in the U.S. continue to weaken. Market volatility has been
unprecedented and extraordinary in recent months, and the
resulting economic turmoil may continue to exacerbate industry
conditions or have other unforeseen consequences, leading to
uncertainty about future conditions in the homebuilding
industry. There can be no assurances that government responses
to the disruptions in the financial markets will restore
consumer confidence, stabilize the markets or increase liquidity
and the availability of credit. Continuation or worsening of
this downturn or general economic conditions would continue to
have a material adverse effect on our business, liquidity and
results of operations.
15
Leverage
places burdens on our ability to comply with the terms of our
indebtedness, may restrict our ability to operate, may prevent
us from fulfilling our obligations and may adversely affect our
financial condition.
We have a significant amount of debt:
|
|
|
|
|
our debt, as of January 31, 2009, including the debt of the
subsidiaries that guarantee our debt, was approximately
$2,419.6 million ($2,411.1 million net of discount);
|
|
|
|
as of January 31, 2009, the aggregate outstanding face
amount of letters of credit under our Revolving Credit Agreement
was approximately $168.2 million and we had no outstanding
revolving loans; and
|
|
|
|
on a pro forma basis to give effect to the issuance of the
outstanding notes in exchange for certain of our unsecured
senior notes, our debt service payments for the
12-month
period ended January 31, 2009, which include interest
incurred and mandatory principal payments on our corporate debt
under the terms of our indentures (but which do not include
principal and interest on non-recourse secured debt and debt of
our financial subsidiaries), were approximately
$145.8 million.
|
In addition, we had substantial contractual commitments and
contingent obligations, including approximately
$580.9 million of performance bonds as of January 31,
2009. See Managements Discussion and Analysis of
Financial Condition and Results of Operations
Contractual Obligations in our Annual Report on
Form 10-K
for the year ended October 31, 2008 incorporated by
reference herein.
Our significant amount of debt could have important
consequences. For example, it could:
|
|
|
|
|
limit our ability to obtain future financing for working
capital, capital expenditures, acquisitions, debt service
requirements or other requirements;
|
|
|
|
require us to dedicate a substantial portion of our cash flow
from operations to the payment of our debt and reduce our
ability to use our cash flow for other purposes;
|
|
|
|
limit our flexibility in planning for, or reacting to, changes
in our business;
|
|
|
|
place us at a competitive disadvantage because we have more debt
than some of our competitors; and
|
|
|
|
make us more vulnerable to downturns in our business and general
economic conditions.
|
Our ability to meet our debt service and other obligations will
depend upon our future performance. We are engaged in businesses
that are substantially affected by changes in economic cycles.
Our revenues and earnings vary with the level of general
economic activity in the markets we serve. Our businesses are
also affected by customer sentiment and financial, political,
business and other factors, many of which are beyond our
control. The factors that affect our ability to generate cash
can also affect our ability to raise additional funds for these
purposes through the sale of equity securities, the refinancing
of debt, or the sale of assets. Changes in prevailing interest
rates may affect our ability to meet our debt service
obligations, because borrowings under our Revolving Credit
Agreement bear interest at floating rates. A higher interest
rate on our debt service obligations could result in lower
earnings.
Our business may not generate sufficient cash flow from
operations and borrowings may not be available to us under our
Revolving Credit Agreement in an amount sufficient to enable us
to pay our indebtedness or to fund our other liquidity needs.
Under the $300 million Revolving Credit Agreement, the
amount available for revolving loans is limited to
$100 million, with the remaining amounts available (subject
to the borrowing base) for the issuance of letters of credit. We
may need to refinance all or a portion of our debt on or before
maturity, which we may not be able to do on favorable terms or
at all.
Restrictive
covenants in our debt instruments may restrict our ability to
operate and if our financial performance worsens, we may not be
able to maintain compliance with the financial covenants of our
debt instruments.
The indentures governing our outstanding debt securities and our
Revolving Credit Agreement impose restrictions on our operations
and activities. The most significant restrictions relate to debt
incurrence, sales of
16
assets, cash distributions, including paying dividends on common
and preferred stock, capital stock and debt repurchases, and
investments by us and certain of our subsidiaries. The covenants
in our Revolving Credit Agreement also include a borrowing base
covenant and a covenant requiring either a minimum operating
cash flow coverage ratio or minimum liquidity as of the last day
of each fiscal quarter but do not contain any other financial
covenants. Our level of home deliveries, amount of impairments
and other financial performance factors negatively impacted the
borrowing base and financial covenants under the Revolving
Credit Agreement prior to its amendment in May 2008, and there
can be no assurance that we will not violate the financial or
other covenants under our debt instruments in the future or that
the amount available under our Revolving Credit Agreement would
not be reduced.
In addition, as a result of covenant restrictions in our
indentures, we are currently unable to pay dividends, which are
not cumulative, on our 7.625% Series A Preferred Stock. If
current market trends continue or worsen, we will continue to be
restricted from paying dividends throughout fiscal 2009 and
possibly beyond.
If we fail to comply with any of the restrictions or covenants
of our debt instruments, and are unable to amend the instrument
or obtain a waiver, or make timely payments on this debt and
other material indebtedness, we could be precluded from
incurring additional borrowings under our Revolving Credit
Agreement and the trustees or the banks, as appropriate, could
cause our debt to become due and payable prior to maturity. In
such a situation, there can be no assurance that we would be
able to obtain alternative financing. In addition, if we are in
default of these agreements, we may be prohibited from drawing
additional funds under the Revolving Credit Agreement, which
could impair our ability to maintain sufficient working capital.
Either situation could have a material adverse effect on the
solvency of the Company.
The
terms of our debt instruments allow us to incur additional
indebtedness.
Under the terms of our indebtedness under our indentures and
under the Revolving Credit Agreement, we have the ability,
subject to our debt covenants, to incur additional amounts of
debt. The incurrence of additional indebtedness could magnify
the risks described above. In addition, certain obligations such
as standby letters of credit and performance bonds issued in the
ordinary course of business are not considered indebtedness
under our indentures (and may be secured) and therefore are not
subject to limits in our debt covenants.
The
price of our common stock may fall below the minimum allowed by
New York Stock Exchange (NYSE) listing
requirements.
Our common stock is listed on the NYSE. The NYSE requires that
listed stocks trade at or above $1.00 per share. While our
common stock currently trades above $1.00 per share, during
February and March, the closing price of our common stock fell
below $1.00 per share for a number of days. If the average
closing price is below $1.00 per share for 30 consecutive
trading days, the NYSE may send us a de-listing notification.
Within ten days after receiving such notification, we can submit
a proposal to the NYSE to bring our stock price above $1.00
within six months. However, there can be no assurance we will be
successful in implementing such a proposal. If our common stock
were to be de-listed from the NYSE, it would be traded over the
counter, unless we were able to list it on another exchange. A
de-listing by the NYSE would likely cause trading in our stock
to be less liquid.
The NYSE has temporarily suspensed the stock-price continued
listing standard through June 30, 2009. Following the
temporary rule suspension, any new events of noncompliance with
the NYSEs stock price continued listing standard would be
determined based on a consecutive 30 trading-day period
commencing on June 30, 2009. Factors out of our control or
unrelated to our operating results could also cause our stock
price to decrease.
We
could be adversely affected by a negative change in our credit
rating.
Our ability to access capital on favorable terms is a key factor
in continuing to grow our business and operations in a
profitable manner. On March 16, 2009, Fitch lowered the
Companys issuer default rating to
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CCC from B-. On March 6, 2009, Moodys lowered our
corporate family rating to Caa1 from B3, with a negative
outlook. On March 4, 2009, S&P put our B- corporate
credit rating on CreditWatch with negative implications. These
downgrades may make it more difficult and costly for us to
access capital. A further downgrade by any of the principal
credit agencies may exacerbate these difficulties.
Our
business is seasonal in nature and our quarterly operating
results can fluctuate.
Our quarterly operating results generally fluctuate by season.
Historically, a large percentage of our agreements of sale have
been entered into in the winter and spring. The construction of
a customers home typically begins after signing the
agreement of sale and can take 12 months or more to
complete. Weather-related problems, typically in the late winter
and early spring, can delay starts or closings and increase
costs and thus reduce profitability. In addition, delays in
opening communities could have an adverse impact on our sales
and revenues. Due to these factors, our quarterly operating
results may continue to fluctuate.
Our
success depends on the availability of suitable undeveloped land
and improved lots at acceptable prices.
Our success in developing land and in building and selling homes
depends in part upon the continued availability of suitable
undeveloped land and improved lots at acceptable prices. The
availability of undeveloped land and improved lots for purchase
at favorable prices depends on a number of factors outside of
our control, including the risk of competitive over-bidding on
land and lots and restrictive governmental regulation. Should
suitable land opportunities become less available, the number of
homes we may be able to build and sell would be reduced, which
would reduce revenue and profits.
Raw
material and labor shortages and price fluctuations could delay
or increase the cost of home construction and adversely affect
our operating results.
The homebuilding industry has from time to time experienced raw
material and labor shortages. In particular, shortages and
fluctuations in the price of lumber or in other important raw
materials could result in delays in the start or completion of,
or increase the cost of, developing one or more of our
residential communities. In addition, we contract with
subcontractors to construct our homes. Therefore, the timing and
quality of our construction depends on the availability, skill
and cost of our subcontractors. Delays or cost increases caused
by shortages and price fluctuations could harm our operating
results, the impact of which may be further affected depending
on our ability to raise sales prices.
Changes
in economic and market conditions could result in the sale of
homes at a loss or holding land in inventory longer than
planned, the cost of which can be significant.
Land inventory risk can be substantial for homebuilders. We must
continuously seek and make acquisitions of land for expansion
into new markets and for replacement and expansion of land
inventory within our current markets. The market value of
undeveloped land, buildable lots and housing inventories can
fluctuate significantly as a result of changing economic and
market conditions. In the event of significant changes in
economic or market conditions, we may have to sell homes at a
loss or hold land in inventory longer than planned. In the case
of land options, we could choose not to exercise them, in which
case we would write off the value of these options. Inventory
carrying costs can be significant and can result in losses in a
poorly performing project or market. The assessment of
communities for indication of impairment is performed quarterly.
While we consider available information to determine what we
believe to be our best estimates as of the reporting period,
these estimates are subject to change in future reporting
periods as facts and circumstances change. See Critical
Accounting Policies in our annual and quarterly reports
incorporated by reference herein. For example, during 2008 and
2007 we decided not to exercise many option contracts and walked
away from land option deposits and predevelopment costs, which
resulted in land option write-offs of $114.1 million and
$126.0 million, respectively. Also, in 2008 and 2007, as a
result of the slowing market, we recorded inventory impairment
losses on owned property of $596.0 million and
$331.8 million, respectively. For the three months ended
January 31, 2009, we recorded inventory impairment losses
on owned property of
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$95.7 million and we further recorded $14.5 million of
land option write-offs. If market conditions continue to worsen,
additional inventory impairment losses and land option
write-offs will likely be necessary.
Home
prices and sales activities in the California, New Jersey,
Texas, Virginia, Maryland, Florida and Arizona markets have a
large impact on our profitability because we conduct a
significant portion of our business in these
markets.
We presently conduct a significant portion of our business in
the California, New Jersey, Texas, Virginia, Maryland, Florida
and Arizona markets. Home prices and sales activities in these
markets, and in most of the other markets in which we operate,
have declined from time to time, particularly as a result of
slow economic growth. In particular, Arizona, California,
Florida, New Jersey, Virginia and Maryland have declined
significantly since the end of 2006. Furthermore, precarious
economic and budget situations at the state government level may
adversely affect the market for our homes in those affected
areas. If home prices and sales activity decline in one or more
of the markets in which we operate, our costs may not decline at
all or at the same rate and profits may be reduced.
Because
almost all of our customers require mortgage financing,
increases in interest rates or the decreased availability of
mortgage financing could impair the affordability of our homes,
lower demand for our products, limit our marketing
effectiveness, and limit our ability to fully realize our
backlog.
Virtually all of our customers finance their acquisitions
through lenders providing mortgage financing. Increases in
interest rates or decreases in availability of mortgage
financing could lower demand for new homes because of the
increased monthly mortgage costs to potential home buyers. Even
if potential customers do not need financing, changes in
interest rates and mortgage availability could make it harder
for them to sell their existing homes to potential buyers who
need financing. This could prevent or limit our ability to
attract new customers as well as our ability to fully realize
our backlog because our sales contracts generally include a
financing contingency. Financing contingencies permit the
customer to cancel his obligation in the event mortgage
financing at prevailing interest rates, including financing
arranged or provided by us, is unobtainable within the period
specified in the contract. This contingency period is typically
four to eight weeks following the date of execution of the sales
contract.
Over the last several quarters, many lenders have significantly
tightened their underwriting standards, and many subprime and
other alternative mortgage products are no longer being made
available in the marketplace. If these trends continue and
mortgage loans continue to be difficult to obtain, the ability
and willingness of prospective buyers to finance home purchases
or to sell their existing homes will be adversely affected,
which will adversely affect our operating results.
In addition, we believe that the availability of mortgage
financing, including FNMA, FHLMC and FHA/VA financing, is an
important factor in marketing many of our homes. Any limitations
or restrictions on the availability of those types of financing
could reduce our sales.
We
conduct certain of our operations through unconsolidated joint
ventures with independent third parties in which we do not have
a controlling interest. These investments involve risks and are
highly illiquid.
We currently operate through a number of unconsolidated
homebuilding and land development joint ventures with
independent third parties in which we do not have a controlling
interest. At January 31, 2009, we had invested an aggregate
of $14.6 million in these joint ventures, which had
borrowings outstanding of approximately $342.8 million. In
addition, as part of our strategy, we intend to continue to
evaluate additional joint venture opportunities.
These investments involve risks and are highly illiquid. There
are a limited number of sources willing to provide acquisition,
development and construction financing to land development and
homebuilding joint ventures, and as market conditions become
more challenging, it may be difficult or impossible to obtain
financing for our joint ventures on commercially reasonable
terms. In addition, we lack a controlling interest in these
joint ventures and therefore are usually unable to require that
our joint ventures sell assets or return
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invested capital, make additional capital contributions or take
any other action without the vote of at least one of our venture
partners. Therefore, absent partner agreement, we will be unable
to liquidate our joint venture investments to generate cash.
Homebuilders
are subject to a number of federal, local, state and foreign
laws and regulations concerning the development of land, the
home building, sales and customer financing processes and
protection of the environment, which can cause us to incur
delays and costs associated with compliance and which can
prohibit or restrict our activity in some regions or
areas.
We are subject to extensive and complex regulations that affect
the development and home building, sales and customer financing
processes, including zoning, density, building standards and
mortgage financing. These regulations often provide broad
discretion to the administering governmental authorities. This
can delay or increase the cost of development or homebuilding.
In addition, some state and local governments in markets where
we operate have approved, and others may approve, slow growth or
no growth initiatives that could negatively impact the
availability of land and building opportunities within those
areas. Approval of these initiatives could adversely affect our
ability to build and sell homes in the affected markets
and/or could
require the satisfaction of additional administrative and
regulatory requirements, which could result in slowing the
progress or increasing the costs of our homebuilding operations
in these markets. Any such delays or costs could have a negative
effect on our future revenues and earnings.
We also are subject to a variety of local, state, federal and
foreign laws and regulations concerning protection of health and
the environment. The particular environmental laws which apply
to any given community vary greatly according to the community
site, the sites environmental conditions and the present
and former uses of the site. These environmental laws may result
in delays, may cause us to incur substantial compliance,
remediation,
and/or other
costs, and can prohibit or severely restrict development and
homebuilding activity.
For example, during 2005, we received two requests for
information pursuant to Section 308 of the Clean Water Act
from Region 3 of the Environmental Protection Agency (the
EPA). These requests sought information concerning
storm water discharge practices in connection with completed,
ongoing and planned homebuilding projects by subsidiaries in the
states and district that comprise EPA Region 3. We also received
a notice of violations for one project in Pennsylvania and
requests for sampling plan implementation in two projects in
Pennsylvania. We have subsequently received notification from
the EPA alleging violations of storm water discharge practices
at other locations and requesting related information. We
provided the EPA with information in response to its requests.
The Department of Justice (DOJ) is also involved in
the review of these practices and enforcement with respect to
them. We are engaged in discussions with the DOJ and EPA
regarding a resolution of these matters. We cannot predict
whether those discussions will result in a resolution, or what
any resolution of these matters ultimately will require of us.
We anticipate that increasingly stringent requirements will be
imposed on developers and homebuilders in the future. Although
we cannot predict the effect of these requirements, they could
result in time-consuming and expensive compliance programs and
in substantial expenditures, which could cause delays and
increase our cost of operations. In addition, the continued
effectiveness of permits already granted or approvals already
obtained is dependent upon many factors, some of which are
beyond our control, such as changes in policies, rules and
regulations and their interpretation and application.
Product
liability litigation and warranty claims that arise in the
ordinary course of business may be costly.
As a homebuilder, we are subject to construction defect and home
warranty claims arising in the ordinary course of business. Such
claims are common in the homebuilding industry and can be
costly. In addition, the amount and scope of coverage offered by
insurance companies is currently limited and this coverage may
be further restricted and become more costly. If we are not able
to obtain adequate insurance against such claims, we may
experience losses that could hurt our financial results. Our
financial results could also be adversely affected if we were to
experience an unusually high number of claims or unusually
severe claims.
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We
compete on several levels with homebuilders that may have
greater sales and financial resources, which could hurt future
earnings.
We compete not only for home buyers but also for desirable
properties, financing, raw materials and skilled labor often
within larger subdivisions designed, planned and developed by
other homebuilders. Our competitors include other local,
regional and national homebuilders, some of which have greater
sales and financial resources.
The competitive conditions in the homebuilding industry together
with current market conditions have, and could continue to,
result in:
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difficulty in acquiring suitable land at acceptable prices;
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increased selling incentives;
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lower sales; or
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delays in construction.
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Any of these problems could increase costs
and/or lower
profit margins.
We may
have difficulty in obtaining the additional financing required
to operate and develop our business.
Our operations require significant amounts of cash, and we may
be required to seek additional capital, whether from sales of
equity or borrowing additional money, for the future growth and
development of our business. The terms or availability of
additional capital is uncertain. Moreover, the indentures for
our outstanding debt securities and our Revolving Credit
Agreement contain provisions that restrict the debt we may incur
and the equity we may issue in the future. If we are not
successful in obtaining sufficient capital, it could reduce our
sales and may hinder our future growth and results of
operations. In addition, pledging substantially all of our
assets to support the Revolving Credit Agreement, the Second
Lien Notes and the notes may make it more difficult to raise
additional financing in the future.
Our
future growth may include additional acquisitions of companies
that may not be successfully integrated and may not achieve
expected benefits.
Acquisitions of companies have contributed to our historical
growth and may again be a component of our growth strategy in
the future. In April 2006, we acquired Craftbuilt Homes. In the
future, we may acquire other businesses, some of which may be
significant. As a result of acquisitions of companies, we may
need to seek additional financing and integrate product lines,
dispersed operations and distinct corporate cultures. These
integration efforts may not succeed or may distract our
management from operating our existing business. Additionally,
we may not be able to enhance our earnings as a result of
acquisitions. Our failure to successfully identify and manage
future acquisitions could harm our operating results.
Our
controlling stockholders are able to exercise significant
influence over us.
Kevork S. Hovnanian, the Chairman of our Board of Directors, and
Ara K. Hovnanian, our President and Chief Executive Officer,
have voting control, through personal holdings and family-owned
entities, of Class A and Class B common stock that
enables them to cast approximately 70% of the votes that may be
cast by the holders of our outstanding Class A and
Class B common stock combined. Their combined stock
ownership enables them to exert significant control over us,
including power to control the election of our Board of
Directors and to approve matters presented to our stockholders.
This concentration of ownership may also make some transactions,
including mergers or other changes in control, more difficult or
impossible without their support. Also, because of their
combined voting power, circumstances may occur in which their
interests could be in conflict with the interests of other
stakeholders.
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Our
net operating loss carryforwards could be substantially limited
if we experience an ownership change as defined in the Internal
Revenue Code.
Based on recent impairments and our current financial
performance, we generated a net operating loss carryforward of
$404.8 million for the year ending October 31, 2008,
and we may generate net operating loss carryforwards in future
years.
Section 382 of the Internal Revenue Code contains rules
that limit the ability of a company that undergoes an ownership
change, which is generally any change in ownership of more than
50% of its stock over a three-year period, to utilize its net
operating loss carryforwards and certain built in losses
recognized in years after the ownership change. These rules
generally operate by focusing on ownership changes among
stockholders owning directly or indirectly 5% or more of the
stock of a company and any change in ownership arising from a
new issuance of stock by the company.
If we undergo an ownership change for purposes of
Section 382 as a result of future transactions involving
our common stock, including purchases or sales of stock between
5% shareholders, our ability to use our net operating loss
carryforwards and to recognize certain built in losses would be
subject to the limitations of Section 382. Depending on the
resulting limitation, a significant portion of our net operating
loss carryforwards could expire before we would be able to use
them. Our inability to utilize our net operating loss
carryforwards could have a negative impact on our financial
position and results of operations.
In August 2008, we announced that our Board of Directors adopted
a shareholder rights plan designed to preserve shareholder value
and the value of certain tax assets primarily associated with
net loss carryforwards and built in losses under
Section 382 of the Internal Revenue Code and on
December 5, 2008, our stockholders approved the Board of
Directors decision to adopt the shareholder rights plan.
In addition, on December 5, 2008, our stockholders approved
an amendment to our Certificate of Incorporation to restrict
certain transfers of Class A common stock in order to
preserve the tax treatment of our net operating loss
carryforwards and built-in losses under Section 382 of the
Internal Revenue Code.
Utility
shortages and outages or rate fluctuations could have an adverse
effect on our operations.
In prior years, the areas in which we operate in California have
experienced power shortages, including periods without
electrical power, as well as significant fluctuations in utility
costs. We may incur additional costs and may not be able to
complete construction on a timely basis if such power
shortages/outages and utility rate fluctuations continue.
Furthermore, power shortages and outages, such as the blackout
that occurred in 2003 in the Northeast, and rate fluctuations
may adversely affect the regional economies in which we operate,
which may reduce demand for our homes. Our operations may be
adversely affected if further rate fluctuations
and/or power
shortages and outages occur in California, the Northeast or in
our other markets.
Geopolitical
risks and market disruption could adversely affect our operating
results and financial condition.
Geopolitical events, such as the aftermath of the war with Iraq
and the continuing involvement in Iraq, may have a substantial
impact on the economy and the housing market. The terrorist
attacks on the World Trade Center and the Pentagon on
September 11, 2001 had an impact on our business and the
occurrence of similar events in the future cannot be ruled out.
The war and the continuing involvement in Iraq and Afghanistan,
terrorism and related geopolitical risks have created many
economic and political uncertainties, some of which may have
additional material adverse effects on the U.S. economy,
and our customers and, in turn, our results of operations and
financial condition.
Risks
Related to the Notes
We
have a significant amount of indebtedness and we may incur
additional indebtedness.
At January 31, 2009, the Issuer and the guarantors had
approximately $2,419.6 million ($2,411.1 million, net
of discount) of debt (including the outstanding notes)
outstanding. We and our subsidiaries may incur additional
indebtedness in the future. Subject to certain conditions, the
terms of the indenture under which the
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outstanding notes were, and the exchange notes will be, issued
and our other existing debt instruments do not prohibit us or
our subsidiaries from incurring additional indebtedness. Under
the covenants of our indentures governing our senior secured,
senior and senior subordinated notes, our ability to incur
additional debt is currently limited (because our consolidated
fixed charge coverage ratio would be below 2.0 to 1.0) to
certain permitted debt. Under the most restrictive of the
covenants, the amount of additional long-term debt we could
incur is $182.0 million. We may also incur certain other
types of indebtedness such as non-recourse indebtedness and
purchase money indebtedness as described under Description
of Notes Certain covenants Limitations
on indebtedness. If indebtedness is added to our current
debt levels, the risks related to the notes and our indebtedness
generally that we and our subsidiaries now face could intensify.
The
notes and the guarantees thereof will be structurally
subordinated to indebtedness of our
non-guarantor
subsidiaries and joint ventures.
The notes and the guarantees will be structurally subordinated
to the indebtedness (including trade payables) of any
non-guarantor subsidiary and joint venture, and holders of the
notes will not have any claim as a creditor against any
non-guarantor subsidiary or joint venture. In addition, the
indenture under which the outstanding notes were, and the
exchange notes will be, issued permits, subject to certain
limitations, non-guarantor subsidiaries and joint ventures to
incur additional indebtedness and will not contain any
limitation on the amount of liabilities (such as trade payables)
that may be incurred by them. At January 31, 2009,
non-guarantor subsidiaries and joint ventures had approximately
$79.1 million and $389.7 million, respectively, of
outstanding liabilities, including trade payables.
Our
non-guarantor subsidiaries and joint ventures are not subject to
the restrictive covenants in the indenture under which the
outstanding notes were, and the exchange notes will be,
issued.
Certain of our subsidiaries and all of our joint venture
operations are not subject to the restrictive covenants in the
indenture under which the outstanding notes were, and the
exchange notes will be, issued. This means that these entities
will be able to engage in many of the activities that we and our
restricted subsidiaries are prohibited or limited from doing
under the terms of such indenture, such as incurring additional
debt, securing assets in priority to the claims of the holders
of the notes, paying dividends, making certain investments,
selling assets and entering into mergers or other business
combinations. If non-guarantors and joint ventures engage in any
of these activities, their actions could reduce the amount of
cash the we will have available to us to fund payments of
principal and interest on the notes when due and to comply with
our other obligations under the notes, and could reduce the
amount of our assets that would be available to satisfy your
claims should we default on the notes.
All
obligations under our Revolving Credit Agreement will be secured
by first-priority liens and all obligations under the Second
Lien Notes will be secured by second-priority liens on
collateral that also secures the notes and the guarantees
thereof. As a result, the notes and the guarantees thereof will
be effectively subordinated to all such obligations, to the
extent of the value of such collateral.
The notes and the guarantees are secured by a third-priority
lien on substantially all of our assets to the extent such
assets secure obligations under the Revolving Credit Agreement
and the Second Lien Notes. The obligations under the Revolving
Credit Agreement are secured by a first-priority lien and the
obligations under the Second Lien Notes are secured by a
second-priority lien on the same assets that also secure the
notes and the guarantees. Consequently, the notes and the
guarantees will be effectively subordinated to the indebtedness
under the Revolving Credit Agreement and the Second Lien Notes
to the extent of the value of the collateral securing such
obligations. In addition, the collateral securing the notes and
the guarantees may secure obligations under interest rate and
currency agreements with lenders or their affiliates as
permitted by the terms of the Revolving Credit Agreement. In the
event of a bankruptcy, liquidation, insolvency, dissolution,
reorganization or similar proceeding of us, the proceeds from
any collateral sales will be applied first to satisfy the
indebtedness under the Revolving Credit Agreement and Second
Lien Notes and certain other obligations, and it is possible
that there would be little or no assets remaining from which the
claims of the holders of notes could be satisfied.
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In addition, to the extent that the claims of the holders of
notes exceed the value of the assets securing those notes and
other liabilities, those claims will rank equally with the
claims of the holders of our outstanding unsecured senior notes
and any other indebtedness ranking pari passu with those
unsecured notes. As a result, if the value of the assets pledged
as security for the notes is less than the value of the claims
of the holders of notes, those claims may not be satisfied in
full before the claims of our unsecured creditors are paid.
The
notes will be secured only to the extent of the value of the
assets that have been granted as security for the notes and in
the event that the security is enforced against the collateral,
the holders of the notes will receive proceeds from the
collateral only after the lenders under our Revolving Credit
Agreement, the holders of the Second Lien Notes and certain
holders of additional secured debt.
Substantially all the assets owned by the Issuer and the
guarantors on the date of the indenture or thereafter acquired,
and all proceeds therefrom, will be subject to first-priority
liens in favor of the lenders under our Revolving Credit
Agreement and will be subject to second-priority liens in favor
of the holders of the Second Lien Notes. The holders of the
notes will have third-priority liens on such assets, excluding
pledges of stock of subsidiaries to the extent they would result
in the filing of separate financial statements being required in
SEC filings. Our failure to comply with the terms of the
Revolving Credit Agreement or the indenture under which the
Second Lien Notes were issued could entitle those lenders
and/or
holders to declare all indebtedness thereunder to be immediately
due and payable. If we were unable to service the indebtedness
under the Revolving Credit Agreement or the Second Lien Notes,
the lenders/holders could foreclose on our assets that serve as
collateral. As a result, upon any distribution to our creditors,
liquidation, reorganization or similar proceedings, or following
acceleration of any of our indebtedness or an event of default
under our indebtedness and enforcement of the collateral, the
lenders under our Revolving Credit Agreement and the holders of
the Second Lien Notes will be entitled to be repaid in full from
the proceeds of all the pledged assets owned by the Issuer and
guarantors on the date of the indenture or thereafter acquired
securing the indebtedness to them before any payment is made to
you from the proceeds of that collateral.
In addition, the collateral securing the notes and the
guarantees thereof will be subject to liens permitted under the
terms of the indenture governing the notes and the intercreditor
agreement, whether arising on or after the date the notes are
issued. The existence of any permitted liens could adversely
affect the value of the collateral securing the notes and the
guarantees thereof as well as the ability of the collateral
agent to realize or foreclose on such collateral.
Furthermore, the fair market value of the collateral securing
the notes is subject to fluctuations based on factors that
include, among others, the condition of the homebuilding
industry, our ability to implement our business strategy, the
ability to sell the collateral in an orderly sale, general
economic conditions, the availability of buyers and similar
factors. In addition, courts could limit recoverability if they
apply non-New York law to a proceeding and deem a portion of the
interest claim usurious in violation of public policy. The
amount to be received upon a sale of any collateral would be
dependent on numerous factors, including but not limited to the
actual fair market value of the collateral at such time and the
timing and the manner of the sale. By its nature, some or all of
the collateral may be illiquid and may have no readily
ascertainable market value. In the event that a bankruptcy case
is commenced by or against us, if the value of the collateral is
less than the amount of principal and accrued and unpaid
interest on the notes and all other senior secured obligations,
interest may cease to accrue on the notes from and after the
date the bankruptcy petition is filed. In the event of a
foreclosure, liquidation, bankruptcy or similar proceeding, we
cannot assure you that the proceeds from any sale or liquidation
of the collateral will be sufficient to pay our obligations due
under the notes.
In addition, not all of our assets secure the notes. See
Description of Notes Security. For
example, the collateral will not include:
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pledges of stock of guarantors to the extent they would result
in the filing of separate financial statements of such guarantor
being required in SEC filings (which stock will be pledged to
secure the Revolving Credit Agreement but not the Second Lien
Notes);
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personal property where the cost of obtaining a security
interest or perfection thereof exceeds its benefits;
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real property subject to a lien securing indebtedness incurred
for the purpose of financing the acquisition thereof;
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real property located outside of the United States;
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unentitled land;
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real property which is leased or held for the purpose of leasing
to unaffiliated third parties;
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equity interests in subsidiaries other than restricted
subsidiaries, subject to future grants under certain
circumstances as required under the indenture;
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any real property in a community under development with a dollar
amount of investment as of the most recent month-end (determined
in accordance with GAAP) of less than $2.0 million or with
less than 10 lots remaining;
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up to $50.0 million of assets received in certain asset
dispositions or asset swaps or exchanges made in accordance with
the indenture;
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assets with respect to which any applicable law or contract
prohibits the creation or perfection of security interests
therein; and
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any other assets excluded from the collateral securing
(i) the Revolving Credit Agreement (and any other
indebtedness or obligations secured by first-priority liens on
the collateral) and (ii) the Second Lien Notes.
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In addition, the Issuer and the guarantors will not be required
to provide control agreements with respect to certain deposit,
checking or securities accounts with average balances below a
certain dollar amount.
In the future, the obligation to grant additional security over
assets, or a particular type or class of assets, whether as a
result of the acquisition or creation of future assets or
subsidiaries, the designation of a previously unrestricted
subsidiary as a restricted subsidiary or otherwise, is subject
to the provisions of the intercreditor agreement. The
intercreditor agreement sets out a number of limitations on the
rights of the holders of the notes to require security in
certain circumstances, which may result in, among other things,
the amount recoverable under any security provided by any
subsidiary being limited
and/or
security not being granted over a particular type or class of
assets. Accordingly, this may affect the value of the security
provided by us and our subsidiaries.
To the extent that the claims of the holders of the notes exceed
the value of the assets securing those notes and other
liabilities, those claims will rank equally with the claims of
the holders of our outstanding unsecured senior notes and any
other indebtedness ranking pari passu with those unsecured
notes. As a result, if the value of the assets pledged as
security for the notes is less than the value of the claims of
the holders of the notes, those claims may not be satisfied in
full before the claims of our unsecured creditors are paid.
Furthermore, upon enforcement against any collateral or in
insolvency, under the terms of the intercreditor agreement the
claims of the holders of the notes to the proceeds of such
enforcement will rank behind the claims of the holders of
obligations under our Revolving Credit Agreement, which are
first-priority obligations, claims of holders of the Second Lien
Notes, which are second-priority obligations, and claims of
holders of additional secured indebtedness (to the extent
permitted to have priority by the indenture).
The
rights of holders of notes to the collateral will be governed,
and materially limited, by the intercreditor
agreement.
The rights of holders of notes to the collateral will be
governed, and materially limited, by the intercreditor
agreement. Pursuant to the terms of the intercreditor agreement,
the holders of indebtedness under our Revolving Credit
Agreement, which is secured on a first-priority basis, and the
holders of the Second Lien Notes, which are secured on a
second-priority basis, will control substantially all matters
related to the
25
collateral securing such indebtedness, the notes and the
guarantees. Under the intercreditor agreement, at any time that
the indebtedness secured on a first-priority basis or
second-priority basis remains outstanding, any actions that may
be taken in respect of the collateral (including the ability to
commence enforcement proceedings against the collateral and to
control the conduct of such proceedings, and to approve
amendments to, releases of collateral from the lien of, and
waivers of past defaults under, the collateral documents) will
be at the direction of the holders of such indebtedness. Under
such circumstances, the trustee on behalf of the holders of the
notes, with limited exceptions, will not have the ability to
control or direct such actions, even if the rights of the
holders of the notes are adversely affected. Except in certain
limited circumstances, any release of all first-priority liens
and second-priority liens upon any collateral approved by the
holders of first-priority liens and second-priority liens will
also release the third-priority liens securing the notes on the
same collateral and holders of the notes will have no control
over such release. See The holders of the
notes will not control the release of collateral except in
certain limited circumstances.
Furthermore, because the lenders under the Revolving Credit
Agreement and the holders of the Second Lien Notes will control
the disposition of the collateral securing the Revolving Credit
Agreement, the Second Lien Notes and the notes, if there were an
event of default under the notes, the lenders under the
Revolving Credit Agreement
and/or
holders of the Second Lien Notes could decide not to proceed
against the collateral, regardless of whether or not there is a
default under the Revolving Credit Agreement or the Second Lien
Notes. In such event, the only remedy available to the holders
of the notes would be to sue for payment on the notes and the
guarantees. By virtue of the direction of the administration of
the pledges and security interests and the release of
collateral, actions may be taken under the collateral documents
that may be adverse to you.
The
holders of the notes will not control the release of collateral
except in certain limited circumstances.
The intercreditor agreement provides that, to the extent that
the holders of the first-priority liens release their
first-priority liens and the holders of the second liens notes
release their second-priority liens (including with respect to
the disposition of collateral) on all or any portion of the
collateral, the third-priority liens securing the notes on such
collateral will also be released. The intercreditor agreement
and the indenture governing the notes also provide that the
third-priority liens securing the guarantee of any guarantor
will be automatically released when such guarantors
guarantee is released in accordance with the terms of the
indenture. However, in certain limited circumstances, such as if
the first-priority and second-priority liens on the collateral
are released in connection with the repayment of those secured
obligations, the liens on the collateral securing the notes will
not be released. See Description of Notes
Security Release of Liens.
Your
rights to the collateral securing the notes and the guarantees
thereof may be adversely affected by the failure to perfect
security interests in the collateral and other issues generally
associated with the realization of security interests in
collateral.
Applicable law requires that a security interest in certain
tangible and intangible assets can only be properly perfected
and its priority retained through certain actions undertaken by
the secured party. In addition, applicable law requires that
certain property and rights acquired after the grant of a
general security interest, such as real property, can only be
perfected at the time such property and rights are acquired and
identified. We and the guarantors have limited obligations to
perfect the security interest of the holders of the notes in
specified collateral. The indenture governing the notes and the
security documents provide that at any time the Issuer or the
guarantors of the notes acquires property that is required to be
pledged as collateral that is not automatically subject to a
perfected security interest under the security documents or a
subsidiary becomes a guarantor, then the Issuer or Guarantor
will, as soon as practical after such propertys
acquisition, provide security over such property (or, in the
case of a new guarantor, all of its assets that are required to
be pledged as collateral) in favor of the collateral agent and
cause the lien granted to be duly perfected. See
Description of Notes Security
General.
There can be no assurance that the trustee or the collateral
agent for the notes will monitor the future acquisition of
property and rights that constitute collateral, and that the
necessary action will be taken to properly perfect the security
interest in such after-acquired collateral. The collateral agent
for the notes has no obligation to monitor the acquisition of
additional property or rights that constitute collateral or the
perfection
26
of any security interest. Such failure may result in the loss of
the security interest in the collateral or the priority of the
security interest in favor of the notes and the guarantees
against third parties.
In addition, the security interest of the collateral agent will
be subject to practical challenges generally associated with the
realization of security interests in collateral. For example,
the collateral agent may need to obtain the consent of a third
party to obtain or enforce a security interest in a contract. We
cannot assure you that the collateral agent will be able to
obtain any such consent. We also cannot assure you that the
consents of any third parties will be given when required to
facilitate a foreclosure on such assets. Accordingly, the
collateral agent may not have the ability to foreclose upon
those assets and the value of the collateral may significantly
decrease.
In the
event of our bankruptcy, the ability of the holders of the notes
to realize upon the collateral will be subject to certain
bankruptcy law limitations and limitations under the
intercreditor agreement.
The ability of holders of the notes to realize upon the
collateral will be subject to certain bankruptcy law limitations
in the event of our bankruptcy. Under federal bankruptcy law,
secured creditors are prohibited from repossessing their
security from a debtor in a bankruptcy case, or from disposing
of security repossessed from such a debtor, without bankruptcy
court approval, which may not be given. Moreover, applicable
federal bankruptcy laws generally permit the debtor to continue
to use and expend collateral, including cash collateral, and to
provide liens senior to the collateral agent for the notes
liens to secure indebtedness incurred after the commencement of
a bankruptcy case, provided that the secured creditor either
consents or is given adequate protection.
Adequate protection could include cash payments or
the granting of additional security, if and at such times as the
presiding court in its discretion determines, for any diminution
in the value of the collateral as a result of the stay of
repossession or disposition of the collateral during the
pendency of the bankruptcy case, the use of collateral
(including cash collateral) and the incurrence of such senior
indebtedness. However, pursuant to the terms of the
intercreditor agreement, the holders of the notes will agree not
to seek or accept adequate protection consisting of
cash payments and will not object to the incurrence of
additional indebtedness secured by liens senior to the
collateral agent for the notes liens in an aggregate
principal amount agreed to by the holders of first-priority lien
obligations and second-priority lien obligations. In view of the
lack of a precise definition of the term adequate
protection and the broad discretionary powers of a
U.S. bankruptcy court, we cannot predict whether or when
the collateral agent under the indenture for the notes could
foreclose upon or sell the collateral, and as a result of the
limitations under the intercreditor agreement, the holders of
the notes will not be compensated for any delay in payment or
loss of value of the collateral through the provision of
adequate protection, except to the extent of any
grant of additional liens that are junior to the first-priority
obligations and the second-priority obligations.
In addition to the waiver with respect to adequate protection
set forth above, under the terms of the intercreditor agreement,
the holders of the notes will also waive certain other important
rights that secured creditors may be entitled to in a bankruptcy
proceeding, as described in Description of
Notes Security Intercreditor
Agreement. These waivers could adversely impact the
ability of the holders to recover amounts owed to them in a
bankruptcy proceeding.
The
collateral securing the notes may be diluted under certain
circumstances.
The collateral that secures the notes also secures obligations
under the $300.0 million Revolving Credit Agreement and the
$600.0 million principal amount of Second Lien Notes. This
collateral may secure additional senior indebtedness that the
Company or certain of its subsidiaries incurs in the future,
subject to restrictions on their ability to incur debt and liens
under the Revolving Credit Agreement, the Second Lien Notes and
the indenture governing the notes. Your rights to the collateral
would be diluted by any increase in the indebtedness secured by
this collateral.
Any
future grant of collateral might be avoidable by a trustee in
bankruptcy.
Any future grant of collateral in favor of the collateral agent
for the benefit of the trustee might be avoidable by the grantor
(as debtor in possession) or by its trustee in bankruptcy if
certain events or
27
circumstances exist or occur, including, among others, if the
grantor is insolvent at the time of the grant, the grant permits
the holders of the notes to receive a greater recovery than if
the grant had not been given and a bankruptcy proceeding in
respect of the grantor is commenced within 90 days
following the grant or, in certain circumstances, a longer
period. A substantial portion of the collateral will constitute
inventory of real estate. As the inventory is sold and new
inventory is acquired, the granting of liens on the new
inventory will trigger a new 90 day preference
period. It is possible, particularly during a time when our
inventory is turning over quickly, that liens on a substantial
portion of the collateral at any time may have been granted
during the preceding 90 day period.
Corporate
benefit laws and other limitations on guarantees and security
interests may adversely affect the validity and enforceability
of the guarantees of the notes and the security granted by the
guarantors.
The guarantees of the notes by the guarantors and security
granted by such guarantors provide the holders of the notes with
a direct claim against the assets of the guarantors. Each of the
guarantees and the amount recoverable under the security
documents, however, will be limited to the maximum amount that
can be guaranteed or secured by a particular guarantor without
rendering the guarantee or security interest, as it relates to
that guarantor, voidable or otherwise ineffective under
applicable law. In addition, enforcement of any of these
guarantees or security interest against any guarantor will be
subject to certain defenses available to guarantors and security
providers generally. These laws and defenses include those that
relate to fraudulent conveyance or transfer, voidable
preference, corporate purpose or benefit, preservation of share
capital, thin capitalization and regulations or defenses
affecting the rights of creditors generally. If one or more of
these laws and defenses are applicable, a guarantor may have no
liability or decreased liability under its guarantee or the
security documents to which it is a party.
Federal
and state laws allow courts, under specific circumstances, to
void guarantees and grants of security and to require you to
return payments received from guarantors.
Under U.S. federal bankruptcy law or comparable provisions
of state fraudulent transfer laws, future creditors of any
guarantor could void the issuance of the related guarantees and
the grant of security by the guarantors or subordinate such
obligations or liens to all other debts and liabilities of such
guarantor, if such creditors were successful in establishing
that:
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the guarantee or grant of security was incurred with fraudulent
intent; or
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the guarantor did not receive fair consideration or reasonably
equivalent value for issuing its guarantee or grant of
security and
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was insolvent at the time of the guarantee or grant;
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was rendered insolvent by reason of the guarantee or grant;
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was engaged in a business or transaction for which its assets
constituted unreasonably small capital to carry on its
business; or
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intended to incur, or believed that it would incur, debt beyond
its ability to pay such debt as it matured.
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The measures of insolvency for purposes of determining whether a
fraudulent conveyance occurred vary depending upon the laws of
the relevant jurisdiction and upon the valuation assumptions and
methodology applied by the courts. Generally, however, a company
would be considered insolvent for purposes of the foregoing if:
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the sum of the companys debts, including contingent,
unliquidated and unmatured liabilities, is greater than all of
such companys property at a fair valuation, or
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if the present fair saleable value of the companys assets
is less than the amount that will be required to pay the
probable liability on its existing debts as they become absolute
and matured.
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28
We cannot assure you as to what standard a court would apply in
order to determine whether a guarantor was insolvent
as of the date its guarantee or grant of a security interest was
issued, and we cannot assure you that, regardless of the method
of valuation, a court would not determine that such guarantors
were insolvent on such date. Guarantees issued by
Hovnanians subsidiaries could be subject to the claim
that, since the guarantees and grant of security interest were
incurred for the benefit of the Issuer and Hovnanian, and only
indirectly for the benefit of the other guarantors, the
obligations of the guarantors thereunder were incurred for less
than reasonably equivalent value or fair consideration.
Federal
and state environmental laws may decrease the value of the
collateral securing the notes and may result in you being liable
for environmental cleanup costs at our facilities.
The notes and guarantees are secured by liens on real property
that may be subject to both known and unforeseen environmental
risks, and these risks may reduce or eliminate the value of the
real property pledged as collateral for the notes and the
guarantees adversely affect the ability of the debtor to repay
the notes. See -Risks Related to our Business-Homebuilders
are subject to a number of federal, local, state and foreign
laws and regulations concerning the development of land, the
home building, sales and customer financing processes and
protection of the environment, which can cause us to incur
delays and costs associated with compliance and which can
prohibit or restrict our activity in some regions or areas
and Business Regulation and Environmental
Matters in our Annual Report on
Form 10-K
for the year ended October 31, 2008, which is incorporated
by reference herein.
Moreover, under some federal and state environmental laws, a
secured lender may in some situations become subject to its
debtors environmental liabilities, including liabilities
arising out of contamination at or from the debtors
properties. Such liability can arise before foreclosure, if the
secured lender becomes sufficiently involved in the management
of the affected facility. Similarly, when a secured lender
forecloses and takes title to a contaminated facility or
property, the lender could become subject to such liabilities,
depending on the circumstances. Before taking some actions, the
collateral agent for the notes may request that you provide for
its reimbursement for any of its costs, expenses and
liabilities. Cleanup costs could become a liability of the
collateral agent for the notes, and, if you agreed to provide
for the collateral agents costs, expenses and liabilities,
you could be required to help repay those costs. You may agree
to indemnify the collateral agent for the notes for its costs,
expenses and liabilities before you or the collateral agent
knows what those amounts ultimately will be. If you agreed to
this indemnification without sufficient limitations, you could
be required to pay the collateral agent an amount that is
greater than the amount you paid for the outstanding notes. In
addition, rather than acting through the collateral agent, you
may in some circumstances act directly to pursue a remedy under
the indenture. If you exercise that right, you could be
considered to be a lender and be subject to the risks discussed
above.
Exercise
of Change of Control Rights We may not have the
funds necessary to finance any change of control offer required
by the indenture.
If a change of control occurs as described under
Description of Notes Certain
covenants Repurchase of Notes upon Change of
Control, the Issuer would be required to offer to purchase
your notes at 101% of their principal amount together with all
accrued and unpaid interest, if any, to the date of purchase. If
a purchase offer obligation were to arise under the indenture
governing your notes, a change of control would have also
occurred under the indentures governing the Issuers other
outstanding indebtedness. Furthermore, the Revolving Credit
Agreement provides that certain change of control events
constitute a default and could result in the acceleration of the
indebtedness outstanding thereunder. Any of the Issuers
future debt agreements may contain similar restrictions and
provisions. If a purchase offer were required, the Issuer may
not have sufficient funds to pay the purchase price for all
indebtedness required to be repurchased. We do not currently
have sufficient funds available to purchase all of such
outstanding debt.
29
An
active trading market may not develop for the exchange
notes.
We are offering the exchange notes to the holders of the
outstanding notes. The exchange notes are a new issue of
securities. There is no active public trading market for the
exchange notes. The Issuer does not intend to apply for listing
of the exchange notes on a security exchange. We cannot assure
you that an active trading market will develop for the exchange
notes or that the exchange notes will trade as one class with
the outstanding notes. In addition, the liquidity of the trading
market in the exchange notes and the market prices quoted for
the exchange notes may be adversely affected by changes in the
overall market for this type of security and by changes in our
financial performance or prospects or in the prospects for
companies in our industry generally. As a consequence, an active
trading market may not develop for your exchange notes, you may
not be able to sell your exchange notes, or, even if you can
sell your exchange notes, you may not be able to sell them at an
acceptable price.
30
RATIO OF
EARNINGS TO FIXED CHARGES
For purposes of computing the ratio of earnings to fixed
charges, earnings consist of earnings from continuing operations
before income taxes and income or loss from equity investees,
plus fixed charges and distributed income of equity investees,
less interest capitalized. Fixed charges consist of all interest
incurred plus the amortization of debt issuance costs and bond
discounts.
The following table sets forth the ratio of earnings to fixed
charges for Hovnanian for each of the periods indicated.
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Three Months Ended
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January 31,
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Year Ended October 31,
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2009
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2008
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2007
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2006
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2005
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2004
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Ratio of earnings to fixed charges
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(a
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(a
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)
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(a
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)
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2.0
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7.8
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6.3
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(a) |
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Earnings for the three months ended January 31, 2009 and
the years ended October 31, 2008 and 2007 were insufficient
to cover fixed charges for such period by $160.2 million,
$1,138.5 million and $667.5 million, respectively. |
31
USE OF
PROCEEDS
The exchange offer is intended to satisfy our obligations under
the registration rights agreement that we entered into in
connection with the private offering of the outstanding notes.
We will not receive any cash proceeds from the issuance of the
exchange notes in the exchange offer. As consideration for
issuing the exchange notes as contemplated in this prospectus,
we will receive in exchange a like principal amount of
outstanding notes, the terms of which are identical in all
material respects to the exchange notes, except that the
exchange notes will be registered under the Securities Act and
will not contain terms with respect to transfer restrictions or
additional interest upon a failure to fulfill certain of our
obligations under the registration rights agreement. The
outstanding notes that are surrendered in exchange for the
exchange notes will be retired and cancelled and cannot be
reissued. As a result, the issuance of the exchange notes will
not result in any increase or decrease in our capitalization.
The Issuer issued the outstanding notes on December 3,
2008, in exchange for approximately $71.4 million of the
Issuers unsecured senior notes as follows: approximately
$0.6 million aggregate principal of 8% Senior Notes
due 2012, approximately $12.0 million aggregate principal
amount of
61/2% Senior
Notes due 2014, approximately $1.1 million aggregate
principal amount of
63/8% Senior
Notes due 2014, approximately $3.3 million aggregate
principal amount of
61/4% Senior
Notes due 2015, approximately $24.8 million aggregate
principal amount of
71/2% Senior
Notes due 2016, approximately $28.7 million aggregate
principal amount of
61/4% Senior
Notes due 2016 and approximately $1.0 million aggregate
principal amount of
85/8% Senior
Notes due 2017. This exchange resulted in a recognized gain on
extinguishment of debt of $41.3 million, net of the
write-off of unamortized discounts and fees.
32
CAPITALIZATION
The following table sets forth our capitalization as of
January 31, 2009. This table should be read in conjunction
with our consolidated financial statements and the related notes
thereto and the other financial information included and
incorporated by reference in this prospectus.
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As of
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January 31, 2009
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Actual
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(Unaudited)
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(In thousands)
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Homebuilding Cash and Cash Equivalents, Excluding Restricted Cash
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$
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842,586
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Debt(1):
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Revolving Credit Agreement
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$
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Nonrecourse Land Mortgages
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820
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Nonrecourse Mortgages Secured by Operating Property
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22,108
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111/2% Senior
Secured Notes due 2013
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594,952
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18.0% Senior Secured Notes due 2017
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29,299
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8% Senior Notes due 2012
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93,371
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61/2% Senior
Notes due 2014
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199,685
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63/8% Senior
Notes due 2014
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148,868
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61/4% Senior
Notes due 2015
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196,703
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71/2% Senior
Notes due 2016
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254,947
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61/4% Senior
Notes due 2016
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268,196
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85/8% Senior
Notes due 2017
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248,988
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6% Senior Subordinated Notes due 2010
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100,000
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87/8% Senior
Subordinated Notes due 2012
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145,900
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73/4% Senior
Subordinated Notes due 2013
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130,235
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Total Debt
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$
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2,434,072
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Stockholders Equity:
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Preferred Stock, $.01 par value; 100,000 Shares
Authorized; issued 5,600 Shares of 7.625% Series A
Preferred Stock issued at January 31, 2009 with a
liquidation preference of $140,000
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$
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135,299
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Common Stock, Class A, $.01 par value; authorized
200,000,000 shares; issued 74,220,991 shares at
January 31, 2009 (including 11,694,720 shares held in
Treasury at January 31, 2009)
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742
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Common Stock, Class B, $.01 par value (convertible to
Class A at time of sale); authorized
30,000,000 shares; issued 15,331,494 shares at
January 31, 2009 (including 691,748 shares held in
Treasury at January 31, 2009)
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153
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Paid in Capital Common Stock
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434,718
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Accumulated deficit
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(287,705
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Treasury Stock at Cost
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(115,257
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Total Stockholders Equity
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$
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167,950
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Total Capitalization
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$
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2,602,022
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(1) |
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References to our consolidated debt in this prospectus exclude
debt of $75.4 million under our secured master repurchase
agreement as of January 31, 2009, a short-term borrowing
facility used by our mortgage banking subsidiary. In addition,
debt amounts reflected in this table are net of discount. |
33
SELECTED
HISTORICAL CONSOLIDATED FINANCIAL DATA
The following selected historical consolidated financial data
for each of the fiscal years ended October 31, 2008, 2007,
2006, 2005 and 2004 have been derived from the audited
consolidated financial statements of Hovnanian Enterprises, Inc.
The following selected historical consolidated financial data
for the three month periods ended January 31, 2009 and 2008
have been derived from the unaudited condensed consolidated
financial statements of Hovnanian Enterprises, Inc. The
unaudited condensed consolidated financial statements include
all adjustments, consisting of normal recurring accruals and
deferrals, which management considers necessary for a fair
presentation of the consolidated financial position and the
results of operations for these periods. Operating results for
the three month period ended January 31, 2009 are not
necessarily indicative of the results that may be expected for
the entire year ending October 31, 2009. Per common share
data and weighted average number of common shares outstanding
reflect all stock splits.
You should read the following data in conjunction with
Managements Discussion and Analysis of Financial
Condition and Results of Operations included in our Annual
Report on
Form 10-K
for the fiscal year ended October 31, 2008, and in our
Quarterly Report on
Form 10-Q
for the quarter ended January 31, 2009, which are
incorporated by reference herein, and with the consolidated
financial statements, related notes, and other financial
information included and incorporated by reference herein.
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Three Months Ended January 31,
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Year Ended October 31,
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2009
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2008
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2008
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2007
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2006
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2005
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2004
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(unaudited)
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(Dollars in thousands, except per share data)
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Income Statement Data
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Revenues
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$
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373,784
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$
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1,093,701
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$
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3,308,111
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$
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4,798,921
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$
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6,148,235
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$
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5,348,417
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$
|
4,153,890
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|
|
|
|
Gain on extinguishment of debt
|
|
|
79,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
608,541
|
|
|
|
1,257,456
|
|
|
|
4,439,559
|
|
|
|
5,417,664
|
|
|
|
5,930,514
|
|
|
|
4,602,871
|
|
|
|
3,608,909
|
|
(Loss) income from unconsolidated joint ventures
|
|
|
(22,589
|
)
|
|
|
(5,039
|
)
|
|
|
(36,600
|
)
|
|
|
(28,223
|
)
|
|
|
15,385
|
|
|
|
35,039
|
|
|
|
4,791
|
|
(Loss) income before income taxes
|
|
|
(177,826
|
)
|
|
|
(168,794
|
)
|
|
|
(1,168,048
|
)
|
|
|
(646,966
|
)
|
|
|
233,106
|
|
|
|
780,585
|
|
|
|
549,772
|
|
State and federal income taxes provision (benefit):
|
|
|
584
|
|
|
|
(37,851
|
)
|
|
|
(43,458
|
)
|
|
|
(19,847
|
)
|
|
|
83,573
|
|
|
|
308,738
|
|
|
|
201,091
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
|
(178,410
|
)
|
|
|
(130,943
|
)
|
|
|
(1,124,590
|
)
|
|
|
(627,119
|
)
|
|
|
149,533
|
|
|
|
471,847
|
|
|
|
348,681
|
|
Less: preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,674
|
|
|
|
10,675
|
|
|
|
2,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to common stockholders
|
|
$
|
(178,410
|
)
|
|
$
|
(130,943
|
)
|
|
$
|
(1,124,590
|
)
|
|
$
|
(637,793
|
)
|
|
$
|
138,858
|
|
|
$
|
469,089
|
|
|
$
|
348,681
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income per common share
|
|
$
|
(2.29
|
)
|
|
$
|
(2.07
|
)
|
|
$
|
(16.04
|
)
|
|
$
|
(10.11
|
)
|
|
$
|
2.21
|
|
|
$
|
7.51
|
|
|
$
|
5.63
|
|
Weighted average number of common shares outstanding
|
|
|
78,043
|
|
|
|
63,358
|
|
|
|
70,131
|
|
|
|
63,079
|
|
|
|
62,822
|
|
|
|
62,490
|
|
|
|
61,892
|
|
Assuming Dilution:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income per common share
|
|
$
|
(2.29
|
)
|
|
$
|
(2.07
|
)
|
|
$
|
(16.04
|
)
|
|
$
|
(10.11
|
)
|
|
$
|
2.14
|
|
|
$
|
7.16
|
|
|
$
|
5.35
|
|
Weighted average number of common shares outstanding
|
|
|
78,043
|
|
|
|
63,358
|
|
|
|
70,131
|
|
|
|
63,079
|
|
|
|
64,838
|
|
|
|
65,549
|
|
|
|
65,133
|
|
Balance sheet data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
3,211,480
|
|
|
$
|
4,325,066
|
|
|
$
|
3,637,322
|
|
|
$
|
4,540,548
|
|
|
$
|
5,480,035
|
|
|
$
|
4,726,138
|
|
|
$
|
3,156,267
|
|
Mortgages, term loans, revolving credit agreements and notes
payable
|
|
$
|
98,374
|
|
|
$
|
454,764
|
|
|
$
|
107,913
|
|
|
$
|
410,298
|
|
|
$
|
319,943
|
|
|
$
|
271,868
|
|
|
$
|
354,055
|
|
Senior secured notes, senior notes and senior subordinated notes
|
|
$
|
2,411,144
|
|
|
$
|
1,910,714
|
|
|
$
|
2,505,805
|
|
|
$
|
1,910,600
|
|
|
$
|
2,049,778
|
|
|
$
|
1,498,739
|
|
|
$
|
902,737
|
|
Stockholders equity
|
|
$
|
167,950
|
|
|
$
|
1,184,746
|
|
|
$
|
330,264
|
|
|
$
|
1,321,803
|
|
|
$
|
1,942,163
|
|
|
$
|
1,791,357
|
|
|
$
|
1,192,394
|
|
34
THE
EXCHANGE OFFER
General
K. Hovnanian hereby offers to exchange a like principal
amount of exchange notes for any or all outstanding notes on the
terms and subject to the conditions set forth in this prospectus
and accompanying letter of transmittal. We refer to this offer
as the exchange offer. You may tender some or all of
your outstanding notes pursuant to the exchange offer.
As of the date of this prospectus, $29,299,000 aggregate
principal amount of the outstanding notes is outstanding. This
prospectus, together with the letter of transmittal, is first
being sent to all holders of outstanding notes known to us on or
about, 2009.
K. Hovnanians obligation to accept outstanding notes for
exchange pursuant to the exchange offer is subject to certain
conditions set forth under Conditions to the
Exchange Offer below. K. Hovnanian currently expects that
each of the conditions will be satisfied and that no waivers
will be necessary.
Purpose
and Effect of the Exchange Offer
In connection with the offering of the outstanding notes, we
entered into a registration rights agreement in which we agreed,
under certain circumstances, to file a registration statement
relating to an offer to exchange the outstanding notes for
exchange notes by April 2, 2009. We also agreed to use our
reasonable best efforts to cause such offer to be consummated on
or prior to 30 business days after the registration statement
has become effective but in no event later than 40 business days
thereafter. The exchange notes will have terms substantially
identical to the terms of the outstanding notes, except that the
exchange notes will not contain terms with respect to transfer
restrictions or additional interest upon a failure to fulfill
certain of our obligations under the registration rights
agreement. The outstanding notes were issued on December 3,
2008.
Under the circumstances set forth below, we will use our
reasonable best efforts to cause the Securities and Exchange
Commission, or the SEC, to declare effective a shelf
registration statement with respect to the resale of the
outstanding notes within the time periods specified in the
registration rights agreement and to keep the shelf registration
statement effective at least one year after the effective date
of the shelf registration statement or such shorter period as
will terminate when all securities covered by such shelf
registration statement have been sold pursuant thereto. These
circumstances include:
|
|
|
|
|
if applicable law or interpretations of the staff of the SEC do
not permit K. Hovnanian and the guarantors to effect this
exchange offer after we have sought a no-action letter or other
favorable decision from the SEC and after we have taken all such
other actions as may be requested by the SEC or otherwise
required in connection with such decision; and
|
|
|
|
if any holder of the outstanding notes notifies us within 20
business days following the consummation deadline of the
exchange offer that:
|
|
|
|
|
|
based on an opinion of counsel, such holder was prohibited by
law or SEC policy from participating in the exchange
offer; or
|
|
|
|
such holder is a broker-dealer and holds the outstanding notes
acquired directly from us or our affiliates.
|
If we fail to comply with certain obligations under the
registration rights agreement, we will be required to pay
additional interest to holders of the outstanding notes and the
exchange notes required to be registered on a shelf registration
statement. Please read the section Exchange Offer;
Registration Rights for more details regarding the
registration rights agreement.
35
Each holder of outstanding notes that wishes to exchange their
outstanding notes for exchange notes in the exchange offer will
be required to make the following written representations:
|
|
|
|
|
such holder is not an affiliate of K. Hovnanian or the
guarantors within the meaning of Rule 144 of the Securities
Act, or, if it is an affiliate, it will comply with all
applicable registration and prospectus delivery requirements of
the Securities Act;
|
|
|
|
such holder is not engaged in, does not intend to engage in, and
has no arrangement or understanding with any person to
participate in, a distribution (within the meaning of the
Securities Act) of the exchange notes in violation of the
provisions of the Securities Act; and
|
|
|
|
such holder is acquiring the exchange notes in the ordinary
course of its business.
|
Each broker-dealer that receives exchange notes for its own
account in exchange for outstanding notes, where the
broker-dealer acquired the outstanding notes as a result of
market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with
any resale of such exchange notes. See Plan of
Distribution.
Resale of
Exchange Notes
Based on interpretations by the staff of the SEC set forth in
no-action letters issued to third parties referred to below, we
believe that you may resell or otherwise transfer exchange notes
issued in the exchange offer without complying with the
registration and prospectus delivery provisions of the
Securities Act, if:
|
|
|
|
|
you are acquiring the exchange notes in your ordinary course of
business;
|
|
|
|
you do not have an arrangement or understanding with any person
to participate in a distribution of the exchange notes;
|
|
|
|
you are not an affiliate of K. Hovnanian or any guarantor as
defined by Rule 405 of the Securities Act; and
|
|
|
|
you are not engaged in, and do not intend to engage in, a
distribution of the exchange notes.
|
If you are an affiliate of K. Hovnanian or any guarantor, or are
engaged in, or intend to engage in, or have any arrangement or
understanding with any person to participate in, a distribution
of the exchange notes, or are not acquiring the exchange notes
in the ordinary course of your business:
|
|
|
|
|
you cannot rely on the position of the staff of the SEC
enunciated in Morgan Stanley & Co., Inc.
(available June 5, 1991), Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in
the SECs letter to Shearman & Sterling
(available July 2, 1993), or similar no-action
letters; and
|
|
|
|
in the absence of an exception from the position stated
immediately above, you must comply with the registration and
prospectus delivery requirements of the Securities Act in
connection with any resale of the exchange notes.
|
This prospectus may be used for an offer to resell, for resale
or for other retransfer of exchange notes only as specifically
set forth in this prospectus. With regard to broker
dealers, only broker dealers that acquired the
outstanding notes as a result of market-making activities or
other trading activities may participate in the exchange offer.
Each broker dealer that receives exchange notes for
its own account in exchange for outstanding notes, where such
outstanding notes were acquired by such broker
dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus
in connection with any resale of the exchange notes. Please read
Plan of Distribution for more details regarding the
transfer of exchange notes.
Terms of
the Exchange Offer
On the terms and subject to the conditions set forth in this
prospectus and in the accompanying letter of transmittal, we
will accept for exchange in the exchange offer outstanding notes
that are validly tendered and not validly withdrawn prior to the
expiration date. Outstanding notes may only be tendered in
denominations
36
of $2,000 and higher integral multiples of $1,000. We will issue
$2,000 principal amount of exchange notes (and $1,000 principal
amount of exchange notes in excess thereof) in exchange for each
$2,000 principal amount of outstanding notes (and $1,000
principal amount of outstanding notes in excess thereof)
surrendered in the exchange offer.
The form and terms of the exchange notes will be substantially
identical to the form and terms of the outstanding notes, except
that the exchange notes will be registered under the Securities
Act and will not contain terms with respect to transfer
restrictions or additional interest upon a failure to fulfill
certain of our obligations under the registration rights
agreement. The exchange notes will evidence the same debt as the
outstanding notes. The exchange notes will be issued under and
entitled to the benefits of the same indenture under which the
outstanding notes were issued and the exchange notes and the
outstanding notes will constitute a single class and series of
notes for all purposes under the indenture. For a description of
the indenture, see Description of Notes.
The exchange offer is not conditioned upon any minimum aggregate
principal amount of outstanding notes being tendered for
exchange.
As of the date of this prospectus, $29,299,000 aggregate
principal amount of the outstanding notes is outstanding. This
prospectus and a letter of transmittal are being sent to all
registered holders of outstanding notes. There will be no fixed
record date for determining registered holders of outstanding
notes entitled to participate in the exchange offer.
We intend to conduct the exchange offer in accordance with the
provisions of the registration rights agreement, the applicable
requirements of the Securities Act and the Securities Exchange
Act of 1934, as amended (the Exchange Act), and the
rules and regulations of the SEC. Outstanding notes that are not
tendered for exchange in the exchange offer will remain
outstanding and continue to accrue interest and will be entitled
to the rights and benefits that such holders have under the
indenture relating to such holders outstanding notes,
except for any rights under the registration rights agreement
that by their terms terminate upon the consummation of the
exchange offer.
We will be deemed to have accepted for exchange properly
tendered outstanding notes when we have given notice of the
acceptance to the exchange agent. The exchange agent will act as
agent for the tendering holders for the purposes of receiving
the exchange notes from us and delivering exchange notes to
holders. Subject to the terms of the registration rights
agreement, we expressly reserve the right to amend or terminate
the exchange offer and to refuse to accept outstanding notes not
previously accepted upon the occurrence of any of the conditions
specified below under Conditions to the
Exchange Offer.
Holders who tender outstanding notes in the exchange offer will
not be required to pay brokerage commissions or fees or, subject
to the instructions in the letter of transmittal, transfer taxes
with respect to the exchange of outstanding notes. We will pay
all charges and expenses, other than certain applicable taxes
described below, in connection with the exchange offer. It is
important that you read Fees and
Expenses below for more details regarding fees and
expenses incurred in the exchange offer.
Expiration
Date; Extensions, Amendments
As used in this prospectus, the term expiration date
means 5:00 p.m., New York City time,
on ,
2009. However, if we, in our sole discretion, extend the period
of time for which the exchange offer is open, the term
expiration date will mean the latest time and date
to which we shall have extended the expiration of the exchange
offer.
To extend the period of time during which the exchange offer is
open, we will notify the exchange agent of any extension,
followed by notification to the registered holders of the
outstanding notes no later than 9:00 a.m., New York City
time, on the business day after the previously scheduled
expiration date.
37
We reserve the right, in our sole discretion:
|
|
|
|
|
to delay accepting for exchange any outstanding notes that have
not been properly tendered, including because of irregularities
in the documents required to be delivered to the exchange agent
by tendering holders or if such documents are incomplete, or
because of an extension of the exchange offer;
|
|
|
|
|
|
to extend the exchange offer or to terminate the exchange offer
and to refuse to accept outstanding notes not previously
accepted if any of the conditions set forth below under
Conditions to the Exchange Offer have
not been satisfied, by giving notice of such delay, extension or
termination to the exchange agent; and
|
|
|
|
subject to the terms of the registration rights agreement, to
amend the terms of the exchange offer in any manner.
|
Any delay in acceptance, extension, termination or amendment
will be followed as promptly as practicable by notice to the
registered holders of the outstanding notes. If we amend the
exchange offer in a manner that we determine to constitute a
material change, including the waiver of a material condition,
we will promptly disclose the amendment in a manner reasonably
calculated to inform the holders of outstanding notes of that
amendment and we will extend the offer period if necessary so
that at least five business days remain in the offer following
notice of the material change.
Conditions
to the Exchange Offer
Despite any other term of the exchange offer, we will not be
required to accept for exchange, or to issue exchange notes in
exchange for, any outstanding notes, and we may terminate or
amend the exchange offer as provided in this prospectus before
expiration of the exchange offer if:
|
|
|
|
|
the exchange offer, or the making of any exchange by a holder of
outstanding notes, violates any applicable law or interpretation
of the staff of the SEC;
|
|
|
|
any action or proceeding shall have been instituted or
threatened in any court or by any governmental agency which
might materially impair our ability to proceed with the exchange
offer, and any material adverse development shall have occurred
in any existing action or proceeding with respect to us; or
|
|
|
|
all governmental approvals shall not have been obtained, which
approvals we deem necessary for the consummation of the exchange
offer.
|
In addition, we will not be obligated to accept for exchange the
outstanding notes of any holder that has not made to us:
|
|
|
|
|
the representations described under Purpose
and Effect of the Exchange Offer and
Procedures for Tendering; and
|
|
|
|
any other representations as may be reasonably necessary under
applicable SEC rules, regulations, or interpretations to make
available to us an appropriate form for registration of the
exchange notes under the Securities Act.
|
We expressly reserve the right at any time or at various times
to extend the period of time during which the exchange offer is
open. Consequently, we may delay acceptance of any outstanding
notes by giving notice of such extension to their holders.
During any such extensions, all outstanding notes previously
tendered will remain subject to the exchange offer and we may
accept them for exchange. We will return any outstanding notes
that we do not accept for exchange for any reason without
expense to their tendering holders promptly after the expiration
or termination of the exchange offer.
We expressly reserve the right to amend or terminate the
exchange offer and to reject for exchange any outstanding notes
not previously accepted for exchange upon the occurrence of any
of the conditions of the exchange offer specified above. We will
give notice of any extension, amendment, non-acceptance or
termination to the holders of the outstanding notes as promptly
as practicable. In the case of any extension,
38
such notice will be issued no later than 9:00 a.m., New
York City time, on the business day after the previously
scheduled expiration date.
These conditions are for our sole benefit, and we may assert
them regardless of the circumstances that may give rise to them
or waive them in whole or in part at any or at various times in
our sole discretion. If we fail at any time to exercise any of
the foregoing rights, this failure will not constitute a waiver
of such right. Each such right will be deemed an ongoing right
that we may assert at any time or at various times.
Procedures
for Tendering
Only a holder of outstanding notes may tender their outstanding
notes in the exchange offer. To tender in the exchange offer, a
holder must comply with either of the following:
|
|
|
|
|
complete, sign and date the letter of transmittal, or a
facsimile of the letter of transmittal, have the signature on
the letter of transmittal guaranteed if required by the letter
of transmittal and mail or deliver such letter of transmittal or
facsimile to the exchange agent prior to the expiration
date; or
|
|
|
|
comply with DTCs Automated Tender Offer Program procedures
described below.
|
In addition, either:
|
|
|
|
|
the exchange agent must receive outstanding notes along with the
letter of transmittal; or
|
|
|
|
prior to the expiration date, the exchange agent must receive a
timely confirmation of book-entry transfer of outstanding notes
into the exchange agents account at DTC according to the
procedure for book-entry transfer described below or a properly
transmitted agents message; or
|
|
|
|
the holder must comply with the guaranteed delivery procedures
described below.
|
To be tendered effectively, the exchange agent must receive any
physical delivery of the letter of transmittal and other
required documents at the address set forth below under
Exchange Agent prior to the expiration
date.
A tender to us that is not withdrawn prior to the expiration
date constitutes an agreement between us and the tendering
holder upon the terms and subject to the conditions described in
this prospectus and in the letter of transmittal.
The method of delivery of outstanding notes, letter of
transmittal, and all other required documents to the exchange
agent is at the holders election and risk. Rather than
mail these items, we recommend that holders use an overnight or
hand delivery service. In all cases, holders should allow
sufficient time to assure timely delivery to the exchange agent
before the expiration date. Holders should not send letters of
transmittal or certificates representing outstanding notes to
us. Holders may request that their respective brokers, dealers,
commercial banks, trust companies or other nominees effect the
above transactions for them.
If you are a beneficial owner whose outstanding notes are held
in the name of a broker, dealer, commercial bank, trust company,
or other nominee and you wish to participate in the exchange
offer, you should promptly contact such party and instruct such
person to tender outstanding notes on your behalf.
You must make these arrangements or follow these procedures
before completing and executing the letter of transmittal and
delivering your outstanding notes.
Signatures on the letter of transmittal or a notice of
withdrawal, as the case may be, must be guaranteed by a member
firm of a registered national securities exchange or of the
FINRA, a commercial bank or trust company having an office or
correspondent in the United States or another Eligible
Guarantor Institution within the meaning of
Rule 17Ad-15
under the Exchange Act unless the outstanding notes surrendered
for exchange are tendered:
|
|
|
|
|
by a registered holder of the outstanding notes who has not
completed the box entitled Special Registration
Instructions or Special Delivery Instructions
on the letter of transmittal; or
|
|
|
|
for the account of an Eligible Guarantor Institution.
|
39
If the letter of transmittal is signed by a person other than
the registered holder of any outstanding notes listed on the
outstanding notes, such outstanding notes must be endorsed or
accompanied by a properly completed bond power. The bond power
must be signed by the registered holder as the registered
holders name appears on the outstanding notes and an
Eligible Guarantor Institution must guarantee the signature on
the bond power.
If the letter of transmittal or any certificates representing
outstanding notes, or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or
representative capacity, those persons should also indicate when
signing and, unless waived by us, they should also submit
evidence satisfactory to us of their authority to so act.
Book-Entry
Delivery Procedures
Promptly after the date of this prospectus, the exchange agent
will establish an account with respect to the outstanding notes
at DTC for purposes of the exchange offer. Any financial
institution that is a participant in DTCs systems may make
book-entry delivery of the outstanding notes by causing DTC to
transfer those outstanding notes into the exchange agents
account at DTC in accordance with DTCs procedures for such
transfer. To be timely, book-entry delivery of outstanding notes
requires receipt of a confirmation of a book-entry transfer, a
book-entry confirmation, prior to the expiration
date. In addition, although delivery of outstanding notes may be
effected through book-entry transfer into the exchange
agents account at DTC, the letter of transmittal or a
manually signed facsimile thereof, together with any required
signature guarantees and any other required documents, or an
agents message, as defined below, in
connection with a book-entry transfer, must, in any case, be
delivered or transmitted to and received by the exchange agent
at its address set forth on the cover page of the letter of
transmittal prior to the expiration date to receive exchange
notes for tendered outstanding notes, or the guaranteed delivery
procedure described below must be complied with. Tender will not
be deemed made until such documents are received by the exchange
agent. Delivery of documents to DTC does not constitute delivery
to the exchange agent. Holders of outstanding notes who are
unable to deliver confirmation of the book-entry tender of their
outstanding notes into the exchange agents account at DTC
or all other documents required by the letter of transmittal to
the exchange agent on or prior to the expiration date must
tender their outstanding notes according to the guaranteed
delivery procedures described below.
Tender of
Outstanding Notes Held Through The Depository
Trust Company
The exchange agent and DTC have confirmed that any financial
institution that is a participant in DTCs system may use
DTCs Automated Tender Offer Program to tender.
Participants in the program may, instead of physically
completing and signing the letter of transmittal and delivering
it to the exchange agent, electronically transmit their
acceptance of the exchange offer by causing DTC to transfer the
outstanding notes to the exchange agent in accordance with
DTCs Automated Tender Offer Program procedures for
transfer. DTC will then send an agents message to the
exchange agent. The term agents message means
a message transmitted by DTC, received by the exchange agent and
forming part of the book-entry confirmation, which states that:
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DTC has received an express acknowledgment from a participant in
its Automated Tender Offer Program that it is tendering
outstanding notes that are the subject of the book-entry
confirmation;
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the participant has received and agrees to be bound by the terms
of the letter of transmittal, or, in the case of an agents
message relating to guaranteed delivery, that such participant
has received and agrees to be bound by the applicable notice of
guaranteed delivery; and
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we may enforce that agreement against such participant.
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40
Acceptance
of Exchange Notes
In all cases, we will issue exchange notes for outstanding notes
that we have accepted for exchange under the exchange offer only
after the exchange agent timely receives:
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outstanding notes or a timely book-entry confirmation of such
outstanding notes into the exchange agents account at
DTC; and
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a properly completed and duly executed letter of transmittal and
all other required documents or a properly transmitted
agents message.
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By tendering outstanding notes pursuant to the exchange offer,
each holder will represent to us that, among other things:
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the holder is not an affiliate of K. Hovnanian or the guarantors
within the meaning of Rule 405 of the Securities Act;
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the holder is not engaged in, does not intend to engage in, and
has no arrangement or understanding with any person to
participate in, a distribution of the exchange notes; and
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the holder is acquiring the exchange notes in the ordinary
course of its business.
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If the holder is an affiliate of K. Hovnanian or any guarantor,
or is engaging in, or intends to engage in, or has any
arrangement or understanding with any person to participate in,
a distribution of the exchange notes, or is not acquiring the
exchange notes in the ordinary course of its business:
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the holder cannot rely on the position of the staff of the SEC
enunciated in Morgan Stanley & Co., Inc.
(available June 5, 1991), Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in
the SECs letter to Shearman & Sterling
(available July 2, 1993), or similar no-action
letters; and
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in the absence of an exception from the position stated
immediately above, the holder must comply with the registration
and prospectus delivery requirements of the Securities Act in
connection with any resale of the exchange notes.
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In addition, each broker-dealer that is to receive exchange
notes for its own account in exchange for outstanding notes must
represent that such outstanding notes were acquired by that
broker-dealer as a result of market-making activities or other
trading activities and must acknowledge that it will deliver a
prospectus that meets the requirements of the Securities Act in
connection with any resale of the exchange notes. The letter of
transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it
is an underwriter within the meaning of the
Securities Act. See Plan of Distribution.
We will interpret the terms and conditions of the exchange
offer, including the letter of transmittal and the instructions
to the letter of transmittal, and will resolve all questions as
to the validity, form, eligibility, including time of receipt,
and acceptance of outstanding notes tendered for exchange. Our
determinations in this regard will be final and binding on all
parties. We reserve the absolute right to reject any and all
tenders of any particular outstanding notes not properly
tendered or to not accept any particular outstanding notes if
the acceptance might, in our or our counsels judgment, be
unlawful. We also reserve the absolute right to waive any
defects or irregularities or conditions of the exchange offer as
to any particular outstanding notes either before or after the
expiration date, including the right to waive the ineligibility
of any holder who seeks to tender outstanding notes in the
exchange offer.
Unless waived, any defects or irregularities in connection with
tenders of outstanding notes for exchange must be cured within a
reasonable period of time as we determine. Neither we, the
exchange agent, nor any other person will be under any duty to
give notification of any defect or irregularity with respect to
any tender of outstanding notes for exchange, nor will any of
them incur any liability for any failure to give notification.
Any outstanding notes received by the exchange agent that are
not properly tendered and as to which the irregularities have
not been cured or waived will be returned by the exchange agent
to the tendering holder, without cost to the holder, unless
otherwise provided in the letter of transmittal, promptly after
the expiration date.
41
Guaranteed
Delivery Procedures
Holders wishing to tender their outstanding notes but whose
outstanding notes are not immediately available or who cannot
deliver their outstanding notes, the letter of transmittal or
any other required documents to the exchange agent or comply
with the applicable procedures under DTCs Automatic Tender
Offer Program prior to the expiration date may still tender if:
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the tender is made through an Eligible Guarantor Institution;
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prior to the expiration date, the exchange agent receives from
such Eligible Guarantor Institution either (i) a properly
completed and duly executed notice of guaranteed delivery by
facsimile transmission, mail or hand delivery or (ii) a
properly transmitted agents message and notice of
guaranteed delivery:
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setting forth the name and address of the holder, the registered
number(s) of such outstanding notes and the principal amount of
outstanding notes tendered;
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stating that the tender is being made thereby;
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guaranteeing that, within three New York Stock Exchange trading
days after the expiration date, the letter of transmittal, or
facsimile thereof, together with the outstanding notes or a
book-entry confirmation, and any other documents required by the
letter of transmittal, will be deposited by the Eligible
Guarantor Institution with the exchange agent; and
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the exchange agent receives the properly completed and executed
letter of transmittal or facsimile thereof, as well as
certificate(s) representing all tendered outstanding notes in
proper form for transfer or a book-entry confirmation of
transfer of the outstanding notes into the exchange agents
account at DTC, and all other documents required by the letter
of transmittal within three New York Stock Exchange trading days
after the expiration date.
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Withdrawal
Rights
Except as otherwise provided in this prospectus, holders of
outstanding notes may withdraw their tender of outstanding notes
at any time prior to 5:00 p.m., New York City time, on the
expiration date.
For a withdrawal to be effective:
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the exchange agent must receive a written notice, which may be
by telegram, telex, facsimile or letter, of withdrawal at one of
the addresses set forth below under Exchange
Agent; or
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holders must comply with the appropriate procedures of
DTCs Automated Tender Offer Program system.
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Any notice of withdrawal must:
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specify the name of the person who tendered the outstanding
notes to be withdrawn;
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identify the outstanding notes to be withdrawn, including the
principal amount of the outstanding notes; and
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where certificates for outstanding notes have been transmitted,
specify the name in which such outstanding notes were
registered, if different from that of the withdrawing holder.
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If certificates for outstanding notes have been delivered or
otherwise identified to the exchange agent, then, prior to the
release of such certificates, the withdrawing holder must also
submit:
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the serial numbers of the particular certificates to be
withdrawn; and
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a signed notice of withdrawal with signatures guaranteed by an
Eligible Guarantor Institution unless such holder is an Eligible
Guarantor Institution.
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If outstanding notes have been tendered pursuant to the
procedures for book-entry transfer described above, any notice
of withdrawal must specify the name and number of the account at
DTC to be credited with
42
the withdrawn outstanding notes and otherwise comply with the
procedures of the facility. We will determine all questions as
to the validity, form, and eligibility, including time of
receipt, of notices of withdrawal, and our determination will be
final and binding on all parties. Any outstanding notes so
withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the exchange offer. Any outstanding
notes that have been tendered for exchange but that are not
exchanged for any reason will be returned to their holder,
without cost to the holder or, in the case of book-entry
transfer, will be credited to an account maintained with DTC,
promptly after withdrawal, rejection of tender or termination of
the exchange offer. Properly withdrawn outstanding notes may be
retendered by following the procedures described under
Procedures for Tendering above at any
time on or prior to the expiration date.
Exchange
Agent
Wilmington Trust Company has been appointed as the exchange
agent for the exchange offer. Wilmington Trust Company also
acts as trustee under the indenture governing the outstanding
notes, which is the same indenture that will govern the exchange
notes. You should direct all executed letters of transmittal and
all questions and requests for assistance, for additional copies
of this prospectus or the letter of transmittal, or for notices
of guaranteed delivery to the exchange agent addressed as
follows:
Delivery to:
Wilmington Trust Company, Exchange Agent
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By Mail:
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By Overnight Mail or Courier
Delivery:
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By Hand:
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Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE
19890-1626
Attn: Corporate Trust Operations
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Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1626
Attn: Corporate Trust Operations
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Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1626
Attn: Corporate Trust Operations
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For Facsimile Transmission:
(302) 636-4139
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Confirm By Telephone:
(302) 636-6181
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For Information:
(302) 636-4184
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IF YOU DELIVER THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMIT INSTRUCTIONS VIA
FACSIMILE OTHER THAN AS SET FORTH ABOVE, THAT DELIVERY OR THOSE
INSTRUCTIONS WILL NOT BE EFFECTIVE.
Fees and
Expenses
We will bear the expenses of soliciting tenders. The principal
solicitation is being made by mail or electronic delivery by the
exchange agent. We may make additional solicitations by mail,
electronic delivery, facsimile, telephone or in person by our
officers and regular employees and our affiliates.
We have not retained any dealer-manager in connection with the
exchange offer and will not make any payment to broker-dealers
or others for soliciting acceptances of the exchange offer. We
will, however, pay the exchange agent reasonable and customary
fees for its services and reimburse it for its related,
reasonable out-of-pocket expenses.
We will pay the estimated cash expenses to be incurred in
connection with the exchange offer. The expenses are estimated
in the aggregate to be approximately $170,000. They include:
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SEC registration fees;
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fees and expenses of the exchange agent and trustee;
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accounting and legal fees and printing costs; and
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related fees and expenses.
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Accounting
Treatment of this Exchange Offer
We will record the exchange notes in our accounting records at
the same carrying value as the outstanding notes, which is the
aggregate principal amount as reflected in our accounting
records on the date of exchange. Accordingly, we will not
recognize any gain or loss for accounting purposes upon the
consummation of this exchange offer. We will capitalize the
expenses of this exchange offer and amortize them over the life
of the notes.
Transfer
Taxes
We will pay all transfer taxes, if any, applicable to the
exchange of outstanding notes under the exchange offer. The
tendering holder, however, will be required to pay any transfer
taxes, whether imposed on the registered holder or any other
person, if:
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certificates representing outstanding notes for principal
amounts not tendered or accepted for exchange are to be
delivered to, or are to be issued in the name of, any person
other than the registered holder of outstanding notes
tendered; or
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tendered outstanding notes are registered in the name of any
person other than the person signing the letter of
transmittal; or
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a transfer tax is imposed for any reason other than the exchange
of outstanding notes under the exchange offer.
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If satisfactory evidence of payment of such taxes is not
submitted with the letter of transmittal, the amount of such
transfer taxes will be billed to that tendering holder.
Holders who tender their outstanding notes for exchange will not
be required to pay any transfer taxes. However, holders who
instruct us to register exchange notes in the name of, or
request that outstanding notes not tendered or not accepted in
the exchange offer be returned to, a person other than the
registered tendering holder will be required to pay any
applicable transfer tax.
Consequences
of Failure to Exchange
Holders of outstanding notes who do not exchange their
outstanding notes for exchange notes under the exchange offer
will remain subject to the restrictions on transfer of such
outstanding notes:
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as set forth in the legend printed on the notes as a consequence
of the issuance of the outstanding notes pursuant to the
exemptions from, or in transactions not subject to, the
registration requirements of the Securities Act and applicable
state securities laws; and
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otherwise set forth in the confidential offering memorandum
distributed in connection with the private offering of the
outstanding notes.
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In general, you may not offer or sell the outstanding notes
unless they are registered under the Securities Act or if the
offer or sale is exempt from registration under the Securities
Act and applicable state securities laws. Except as required by
the registration rights agreement, we do not intend to register
resales of the outstanding notes under the Securities Act. Based
on interpretations of the staff of the SEC, exchange notes
issued pursuant to the exchange offer may be offered for resale,
resold or otherwise transferred by their holders without
compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that:
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the holder is not an affiliate of K. Hovnanian or any guarantor
within the meaning of Rule 405 of the Securities Act;
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the holder is not engaged in, does not intend to engage in, and
does not have an arrangement or understanding with any person to
participate in, a distribution of the exchange notes; and
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the holder is acquiring the exchange notes in the ordinary
course of its business.
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Any holder who tenders outstanding notes in the exchange offer
for the purpose of participating in a distribution of the
exchange notes:
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cannot rely on the position of the staff of the SEC enunciated
in Morgan Stanley & Co., Inc. (available
June 5, 1991), Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the
SECs letter to Shearman & Sterling
(available July 2, 1993), or similar no-action letters;
and
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in the absence of an exception from the position stated
immediately above, must comply with the registration and
prospectus delivery requirements of the Securities Act in
connection with any resale of the exchange notes.
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Other
Participating in the exchange offer is voluntary, and you should
carefully consider whether to accept. You are urged to consult
your financial and tax advisors in making your own decision on
what action to take.
We may in the future seek to acquire untendered outstanding
notes in open market or privately negotiated transactions,
through subsequent exchange offers or otherwise. We have no
present plans to acquire any outstanding notes that are not
tendered in the exchange offer or to file a registration
statement to permit resales of any untendered outstanding notes.
45
DESCRIPTION
OF NOTES
In this section, references to the Company
mean Hovnanian Enterprises, Inc., a Delaware corporation, and do
not include any of its subsidiaries or K. Hovnanian Enterprises,
Inc., and references to the Issuer,
us, we or
our mean K. Hovnanian Enterprises, Inc., a
California corporation. References to Notes
in this section are references to the outstanding
18.0% Senior Secured Notes due 2017 and the exchange
18.0% Senior Secured Notes due 2017 offered hereby,
collectively.
The Issuer issued the outstanding notes, and will issue the
exchange notes described in this prospectus, under an indenture
(the Indenture), dated as of December 3,
2008, among the Issuer, the Guarantors and Wilmington
Trust Company, a Delaware banking corporation, as trustee
(the Trustee). The following is a summary of
the material terms and provisions of the Notes. The terms of the
Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of
1939, as amended (the Trust Indenture
Act), as in effect on the date of the Indenture. The
Notes are subject to all such terms, and prospective
participants in the exchange offer should refer to the Indenture
and the Trust Indenture Act for a statement of such terms.
The form and terms of the exchange notes and the outstanding
notes are identical in all material respects, except that the
exchange notes will be registered under the Securities Act and
will not contain terms with respect to transfer restrictions or
additional interest upon a failure to fulfill certain of our
obligations under the registration rights agreement.
This description of the Notes contains definitions of terms,
including those defined under the caption
Definitions of certain terms used in the
Indenture. Capitalized terms that are used but not
otherwise defined herein have the meanings assigned to them in
the Indenture.
Any outstanding notes that remain outstanding after consummation
of this exchange offer and the exchange notes will constitute a
single series of debt securities under the Indenture. Holders of
outstanding notes who do not exchange their notes in this
exchange offer will vote together with the holders of exchange
notes for all relevant purposes under the Indenture.
Accordingly, when determining whether the required holders have
given notice, consent or waiver or taken any other action
permitted under the Indenture, any outstanding notes that are
not exchanged pursuant to the exchange offer will be aggregated
with the exchange notes. All references herein to specified
percentages in aggregate principal amount of Notes outstanding
shall be deemed to mean, at any time after this exchange offer
is consummated, percentages in aggregate principal amount of
outstanding notes and exchange notes outstanding.
General
The Notes will bear interest from the most recent date to which
interest has been paid or, if no interest has been paid, from
December 3, 2008 at the rate per annum of 18.0%, payable
semi-annually on May 1 and November 1 of each year, commencing
May 1, 2009 to Holders of record at the close of business
on April 15 or October 15, as the case may be, immediately
preceding each such interest payment date. The Notes will mature
on May 1, 2017, and will be issued in denominations of
$2,000 and higher integral multiples of $1,000 in excess
thereof. Interest will be computed on the basis of a
360-day year
consisting of twelve
30-day
months.
The Indenture does not limit the maximum aggregate principal
amount of securities that the Issuer may issue thereunder. The
Issuer may issue additional notes of the same series as the
Notes offered hereby (the Additional Notes)
from time to time. The Notes and any Additional Notes
subsequently issued under the Indenture would be treated as a
single series for all purposes under the Indenture including,
without limitation, waivers, amendments, redemption and offers
to purchase. Any issuance of Additional Notes under the
Indenture is subject to the covenant described below under the
caption Certain covenants
Limitations on indebtedness and
Limitations on liens.
The outstanding notes are, and the exchange notes will be,
guaranteed by the Company and each of the Guarantors (together,
the Guarantors) pursuant to the Guarantees
(the Guarantees) described below.
46
Ranking
The outstanding notes are, and the exchange notes will be,
general secured obligations of the Issuer and rank senior in
right of payment to all existing and future Indebtedness of the
Issuer that is, by its terms, expressly subordinated in right of
payment to the Notes and pari passu in right of payment
with all existing and future Indebtedness of the Issuer that is
not so subordinated, effectively senior to all unsecured
Indebtedness to the extent of the value of the Collateral
referred to below and effectively junior to any obligations of
the Issuer that are either (i) secured by a Lien on the
Collateral (as defined below) that is senior or prior to the
third-priority Liens securing the Notes, including the
first-priority Liens securing obligations under the Revolving
Credit Agreement referred to below and the second-priority Liens
securing obligations under the Issuers $600 million
111/2% Senior
Secured Notes due May 1, 2013 (the Second Lien
Notes), and potentially any Permitted Liens, or
(ii) secured by assets that are not part of the Collateral
securing the Notes, in each case to the extent of the value of
the assets securing such obligations. Under specified
circumstances, the Issuer may be released from its obligations
under the Notes and the Indenture. See
Condition for Release of the Issuer. The
Guarantees of the outstanding notes are, and of the exchange
notes will be, general secured obligations of the Guarantors and
will rank senior in right of payment to all existing and future
Indebtedness of the Guarantors that is, by its terms, expressly
subordinated in right of payment to the Guarantees and pari
passu in right of payment with all existing and future
Indebtedness of the Guarantors that is not so subordinated,
effectively senior to all unsecured Indebtedness of the
Guarantors to the extent of the value of the Collateral and
effectively junior to any obligations of any Guarantor that are
either (i) secured by a Lien on the Collateral that is
senior or prior to the third-priority Liens securing the
Guarantees, including the first-priority Liens securing
obligations of the Guarantors under the Revolving Credit
Agreement and the second-priority Liens securing obligations of
the Guarantors under the Second Lien Notes, and potentially any
Permitted Liens, or (ii) secured by assets that are not
part of the Collateral securing the Guarantees, in each case, to
the extent of the value of the assets securing such obligations.
At January 31, 2009, the Issuer and the guarantors had:
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approximately $629.3 million of secured indebtedness
outstanding ($624.3 million, net of discount), including
the Notes and the Second Lien Notes;
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approximately $1,414.2 million of senior unsecured notes
($1,1410.8 million, net of discount);
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approximately $376.1 million senior subordinated
notes; and
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no amounts drawn under the Revolving Credit Agreement, excluding
letters of credit totaling approximately $168.2 million.
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In addition, as of January 31, 2009, our non-guarantor
subsidiaries had approximately $79.1 million of
liabilities, including trade payables, but excluding
intercompany obligations.
Security
General
The Notes will be secured by third-priority Liens (the
Third-Priority Liens) granted by the Issuer,
the existing Guarantors and any future Guarantor on
substantially all of assets of the Issuer and the Guarantors
(whether now owned or hereafter arising or acquired) to the
extent such assets secure obligations under the Revolving Credit
Agreement, other First-Priority Lien Obligations or the Second
Lien Notes and subject to certain Permitted Liens and
encumbrances described in the Security Documents (collectively,
the Collateral).
The Collateral will not include (collectively, the
Excluded Property) (a) any pledges of
stock of a Guarantor to the extent that
Rule 3-16
of
Regulation S-X
under the Securities Act requires or would require (or is
replaced with another rule or regulation, or any other law, rule
or regulation is adopted, that would require) the filing with
the SEC of separate financial statements of such Guarantor that
are not otherwise required to be filed, but only to the extent
necessary to not be subject to such requirement, (b) up to
$50.0 million of assets received in connection with Asset
Dispositions and asset swaps or exchanges as
47
permitted by paragraph (3) of the definition of
Permitted Investments, (c) personal property
where the cost of obtaining a security interest or perfection
thereof exceeds its benefits, (d) real property subject to
a Lien securing Indebtedness incurred for the purpose of
financing the acquisition thereof, (e) real property
located outside the United States, (f) unentitled land,
(g) real property that is leased or held for the purpose of
leasing to unaffiliated third parties, (h) equity interests
in Unrestricted Subsidiaries (subject to future grants under the
terms of the Indenture), (i) any real property in a
community under development with a dollar amount of investment
as of the most recent month-end (as determined in accordance
with GAAP) of less than $2.0 million or with less than 10
lots remaining, (j) assets, with respect to which any
applicable law or contract prohibits the creation or perfection
of security interests therein and (k) any other assets
excluded from the Collateral securing the First-Priority Lien
Obligations or the Second Lien Notes, if any. In addition, under
the terms of the Security Documents, the Issuer and the
Guarantors will not be required to provide control agreements
for the benefit of the Third-Priority Liens with respect to
certain deposit, checking or securities accounts with average
balances below a certain dollar amount.
If property (other than Excluded Property) is acquired by the
Issuer or a Guarantor that is not automatically subject to a
perfected security interest under the Security Documents or a
Restricted Subsidiary becomes a Guarantor, then the Issuer or
Guarantor will, as soon as practical after such propertys
acquisition or it no longer being Excluded Property, provide
security over such property (or, in the case of a new Guarantor,
all of its assets except Excluded Property) in favor of the
Collateral Agent and cause the lien granted to be duly perfected
and deliver certain certificates and opinions in respect thereof
as required by the Indenture or the Security Documents.
In addition, the obligations under our Revolving Credit
Agreement, and the guarantees thereof by each of the Guarantors
are secured by a First-Priority Lien on the Collateral and the
obligations under the Second Lien Notes and the guarantees
thereof by each of the Guarantors are secured by a
Second-Priority Lien on the Collateral. As set out in more
detail below, upon an enforcement event or insolvency
proceeding, proceeds from the Collateral will be applied first
to satisfy such other obligations and then to satisfy
obligations on the Notes. In addition, the Indenture will permit
the Issuer and the Guarantors to create additional Liens under
specified circumstances, including certain additional senior
Liens on the Collateral. See the definition of
Permitted Liens.
The Collateral securing (i) the obligations under our
Revolving Credit Agreement is pledged to the administrative
agent under the Revolving Credit Agreement (together with any
successor, the Administrative Agent), on a
first-priority basis, for the benefit of the Secured
Parties (as defined in the security documents relating
to the Revolving Credit Agreement) and (ii) the obligations
under our Second Lien Notes is pledged to Wilmington
Trust Company, as collateral agent (together with any
successor, the Second Lien Notes Collateral
Agent), on a second-priority basis, for the benefit of
the trustee of the Second Lien Notes (the Second Lien
Notes Trustee) and the holders of the Second Lien
Notes. The Collateral is and will be pledged to Wilmington
Trust Company, as collateral agent (together with any
successor, the Collateral Agent), on a
third-priority basis for the benefit of the Trustee and the
Holders of the Notes and any additional future third-lien
obligations. The Third-Priority Lien Obligations will constitute
claims separate and apart from (and of a different class from)
the First-Priority Lien Obligations and the Second-Priority Lien
Obligations, and will be junior to the First-Priority Liens and
the Second-Priority Liens. In certain states, mortgages may be
granted solely to a single collateral agent, which will hold
such mortgages for the benefit of the holders of the
First-Priority Liens, the Second-Priority Liens and the
Third-Priority Liens.
Control
Over Collateral and Enforcement of Liens
The Security Documents provide that, while any First-Priority
Lien Obligations (or any commitments or letters of credit in
respect thereof) are outstanding, the holders of the
First-Priority Liens will control at all times all remedies and
other actions related to the Collateral and the Third-Priority
Liens will not entitle the Collateral Agent, the Trustee or the
holders of any Notes to take any action whatsoever (other than
limited actions to preserve and protect the Third-Priority Liens
that do not impair the First-Priority Liens or the
Second-Priority Liens) with respect to the Collateral. Any time
when the First-Priority Lien Obligations (and any commitments or
letters of credit in respect thereof) are no longer outstanding
and while any Second-
48
Priority Lien Obligations are outstanding, the holders of the
Second Lien Notes, the Second Lien Notes Collateral Agent and
the Second Lien Notes Trustee will control at all times all
remedies and other actions related to the Collateral and the
Third-Priority Liens will not entitle the Collateral Agent, the
Trustee or the Holders of the Notes to take any action
whatsoever (other than limited actions to preserve and protect
the Third-Priority Liens that do not impair the Second-Priority
Liens) with respect to the Collateral. As a result, while any
First-Priority Lien Obligations (or any commitments or letters
of credit in respect thereof) or Second-Priority Lien
Obligations are outstanding, none of the Collateral Agent, the
Trustee or the Holders of the Notes will be able to force a sale
of the Collateral or otherwise exercise remedies normally
available to secured creditors without the concurrence of the
holders of the First-Priority Liens and the Second Lien Notes or
challenge any decisions in respect thereof by the holders of the
First-Priority Liens and the Second Lien Notes.
Proceeds realized by the Administrative Agent, the Second Lien
Notes Collateral Agent or the Collateral Agent from the
Collateral or in an insolvency proceeding will be applied:
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first, to amounts owing to the holders of the First-Priority
Liens in accordance with the terms of the First-Priority Lien
Obligations until they are paid in full (which term includes a
requirement that letters of credit be cash collateralized at
105% of the face amount thereof);
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second, to amounts owing to the holders of the Second-Priority
Liens in accordance with the terms of the Second-Priority Lien
Obligations until they are paid in full;
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third, to amounts owing to the Collateral Agent in its capacity
as such in accordance with the terms of the Security Documents;
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fourth, to amounts owing to the Trustee in its capacity as such
in accordance with the terms of the Indenture and to the
representatives of any other holders of debt, in their capacity
as such, secured on a third-priority basis;
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fifth, ratably to amounts owing to the Holders of the Notes in
accordance with the terms of the Indenture; and
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sixth, to the Company
and/or other
persons entitled thereto.
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The fair market value of the Collateral is subject to
fluctuations based on factors that include, among others, the
condition of the homebuilding industry, our ability to implement
our business strategy, the ability to sell the Collateral in an
orderly sale, general economic conditions, the availability of
buyers and similar factors. The amount to be received upon a
sale of the Collateral would be dependent on numerous factors,
including but not limited to the actual fair market value of the
Collateral at such time and the timing and the manner of the
sale. By its nature, portions of the Collateral may be illiquid
and may have no readily ascertainable market value. Likewise,
there can be no assurance that the Collateral will be saleable,
or, if saleable, that there will not be substantial delays in
its liquidation. In the event of a foreclosure, liquidation,
bankruptcy or similar proceeding, we cannot assure you that the
proceeds from any sale or liquidation of the Collateral will be
sufficient to pay our obligations under the Notes. In addition,
the fact that the lenders under the Revolving Credit Agreement
and holders of the Second Lien Notes will receive proceeds from
enforcement of the Collateral before Holders of the Notes, and
that other Persons may have higher priority Liens in respect of
assets subject to Permitted Liens could have a material adverse
effect on the amount that would be realized upon a liquidation
of the Collateral. Accordingly, there can be no assurance that
proceeds of any sale of the Collateral pursuant to the Indenture
and the related Security Documents following an Event of Default
would be sufficient to satisfy, or would not be substantially
less than, amounts due under the Notes.
If the proceeds of any of the Collateral were not sufficient to
repay all amounts due on the Notes, the Holders of the Notes (to
the extent not repaid from the proceeds of the sale of the
Collateral) would have only an unsecured claim against the
remaining assets of the Issuer and the Guarantors. By its
nature, some or all of the Collateral will be illiquid and may
have no readily ascertainable market value. Likewise, there can
be no assurance that the Collateral will be saleable, or, if
saleable, that there will not be substantial delays in its
liquidation. To the extent that Liens (including Permitted
Liens), rights or easements granted to third parties
49
encumber assets located on property owned by the Issuer or the
Guarantors, including the Collateral, such third parties may
exercise rights and remedies with respect to the property
subject to such Liens that could adversely affect the value of
the Collateral and the ability of the Collateral Agent, the
Trustee or the Holders of the Notes to realize or foreclose on
Collateral.
Release
of Liens
The Security Documents provide that, to the extent that the
holders of the First-Priority Liens release their First-Priority
Liens and the holders of the Second Lien Notes release their
Second-Priority Liens (including with respect to the disposition
of Collateral) on all or any portion of the Collateral, the
Third-Priority Liens on such Collateral will likewise be
released.
However, (x) if the First-Priority Liens are released in
connection with the repayment (or cash collateralization of
letters of credit) of the First-Priority Lien Obligations and
termination of the commitments thereunder and the
Second-Priority Liens are not released in accordance with the
Second Lien Notes Indenture and the Intercreditor Agreement, the
Third-Priority Liens on the Collateral will also not be
released, except to the extent the Collateral or any portion
thereof was disposed of in order to repay the First-Priority
Lien Obligations secured by the Collateral, and (y) if the
First-Priority Liens are released in connection with the
repayment (or cash collateralization of letters of credit) of
the First-Priority Lien Obligations and termination of the
commitments thereunder and the Second-Priority Liens are
released in connection with the repayment in full of the Second
Lien Notes in accordance with the Indenture and the
Intercreditor Agreement, the Third-Priority Liens on the
Collateral will not be released, except to the extent the
Collateral or any portion thereof was disposed of in order to
repay the First-Priority Lien Obligations or the Second-Priority
Lien Obligations secured by the Collateral, and thereafter, the
Trustee (acting at the written direction of the holders of a
majority of outstanding principal amount of Notes) will have the
right to direct the Collateral Agent to exercise remedies and to
take other actions with respect to the Collateral.
If, after the Third-Priority Liens on any Collateral are
released as contemplated above, the First-Priority Lien
Obligations or the Second-Priority Lien Obligations (or any
portion thereof) are thereafter secured by assets (other than
assets of the type referred to under clauses (a) or
(b) of Excluded Property), the Notes will then be secured
by a Third-Priority Lien on such assets, to the same extent as
they were prior to such release, as provided pursuant to the
Security Documents. If the Issuer subsequently incurs
obligations under a new Credit Facility or other First-Priority
Lien Obligations that are secured by Liens on assets of the
Issuer and the Guarantors of the type constituting Collateral,
then the Notes will be secured at such time by a Third-Priority
Lien on the collateral securing such obligations under the new
Credit Facility or First-Priority Lien Obligations to the same
extent provided by the Security Documents on the terms and
conditions of the security documents relating to the new Credit
Facility or such other First-Priority Lien Obligations, with the
Third-Priority Liens held either by the Administrative Agent
under such new Credit Facility or by a collateral agent
designated by the Issuer to hold the Third-Priority Liens for
the benefit of the holders of Third-Priority Lien Obligations
and subject to an intercreditor agreement that provides the
Administrative Agent under such new Credit Facility
substantially the same rights and powers as afforded under the
Security Documents.
The Security Documents and the Indenture also provide that the
Third-Priority Liens securing the Guarantee of any Guarantor
will be automatically released when such Guarantors
Guarantee is released in accordance with the terms of the
Indenture. In addition, the Third-Priority Liens securing the
Notes will be released (a) upon discharge or defeasance of
the Notes as set forth below under Discharge
and defeasance of Indenture, (b) upon payment in full
of principal, interest and all other Obligations on the Notes
issued under the Indenture, (c) with the consent of the
requisite Holders of the Notes in accordance with the provisions
under Amendment, supplement and waiver,
including, without limitation, consents obtained in connection
with a tender offer or exchange offer for, or purchase of, Notes
and (d) in connection with any disposition of Collateral to
any Person other than the Company, the Issuer or any of the
Restricted Subsidiaries (but excluding any transaction subject
to Certain covenants Limitations on mergers,
consolidations and sales of assets where the recipient is
required to become the obligor on the Notes or a Guarantee) that
is permitted by the Indenture (with respect to the Lien on such
Collateral).
50
To the extent applicable, the Issuer will comply with
Section 313(b) of the TIA, relating to reports, and,
following qualification of the Indenture under the
Trust Indenture Act, Section 314(d) of the TIA,
relating to the release of property and to the substitution
therefor of any property to be pledged as Collateral for the
Notes. Any certificate or opinion required by
Section 314(d) of the TIA may be made by an Officer of the
Issuer except in cases where Section 314(d) requires that
such certificate or opinion be made by an independent engineer,
appraiser or other expert, who shall be reasonably satisfactory
to the Trustee. Notwithstanding anything to the contrary herein,
the Issuer and the Guarantors will not be required to comply
with all or any portion of Section 314(d) of the TIA if
they determine, in good faith based on advice of counsel (which
may be internal counsel), that under the terms of that section
and/or any
interpretation or guidance as to the meaning thereof of the SEC
and its staff, including no action letters or
exemptive orders, all or any portion of Section 314(d) of
the TIA is inapplicable to the released Collateral. Without
limiting the generality of the foregoing, certain no-action
letters issued by the SEC have permitted an indenture qualified
under the TIA to contain provisions permitting the release of
collateral from Liens under such indenture in the ordinary
course of the issuers business without requiring the
issuer to provide certificates and other documents under
Section 314(d) of the TIA. In addition, under
interpretations provided by the SEC, to the extent that a
release of a Lien is made without the need for consent by the
Holders or the Trustee, the provisions of Section 314(d)
may be inapplicable to the release. The Issuer believes,
therefore, that such provisions of Section 314(d) will be
inapplicable to the release of collateral for so long as
releases of collateral are controlled by the holders of the
First-Priority Liens or the holders of the Second Lien Notes.
Amendments
to Security Documents
So long as the First-Priority Lien Obligations (or any
commitments or letters of credit in respect thereof) are
outstanding, the holders of the First-Priority Liens may change,
waive, modify or vary the security documents of such holders and
the Intercreditor Agreement and such changes will automatically
apply to the Security Documents, and at any time when the
First-Priority Lien Obligations (and any commitments or letters
of credit in respect thereof) are no longer outstanding and so
long as any Second-Priority Lien Obligations are outstanding,
the holders of the Second Lien Notes, the Second Lien Notes
Trustee and the Second Lien Notes Collateral Agent may change,
waive, modify or vary the security documents of such holders and
the Intercreditor Agreement and such changes will automatically
apply to the Security Documents; provided that any such
change, waiver, modification or variance that is prejudicial to
the rights of the Collateral Agent, the Trustee and the Holders
of the Notes and that does not affect the holders of the
First-Priority Liens or the Second-Lien Notes, as applicable, in
a like or similar manner shall not apply to the Security
Documents without the consent of the Collateral Agent and the
Trustee (acting at the direction of the Holders of a majority of
the aggregate principal amount of the applicable noteholder
claims); provided, further, however, that notwithstanding
the foregoing, the holders of the First-Priority Liens and the
Second-Priority Liens, as applicable, may agree to modify the
security documents of such holders and the Intercreditor
Agreement, without the consent of the Holders of the
Third-Priority Liens, to secure additional extensions of credit
and add additional secured creditors so long as such
modifications do not expressly violate the provisions of the
Indenture, including that after so securing any such additional
extensions of credit and additional secured creditors, the
amount of First-Priority Lien Obligations and Second-Priority
Lien Obligations do not exceed the applicable amounts set forth
under clauses 9(b) and (d) of the definition of
Permitted Liens. In any case, notice of such
amendment, waiver or consent shall be given to the Trustee.
Intercreditor
Agreement
The Issuer, the Guarantors, the Second Lien Notes Trustee
(including in its capacity as Second Lien Notes Collateral
Agent) and the Administrative Agent under the Revolving Credit
Agreement (including in its capacity as collateral agent for the
First-Priority Lien Obligations) and Wilmington
Trust Company (as collateral agent with respect to Liens in
certain states, for the First-Priority Lien Obligations, the
Second-Priority Lien Obligations and the Third-Priority Lien
Obligations with respect to such Liens) and the Trustee
(including in its capacity as Collateral Agent) have entered
into the Intercreditor Agreement which establishes the third
priority status of the Third-Priority Liens. In addition to the
provisions described above with respect to control of remedies,
release of Collateral and amendments to the Security Documents,
the Intercreditor
51
Agreement also imposes certain other customary restrictions and
agreements, including the restrictions and agreements described
below.
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Pursuant to the Intercreditor Agreement, the Trustee and the
Holders of the Notes agree that the Administrative Agent and the
lenders under the Revolving Credit Agreement and the Second Lien
Trustee, the Second Lien Collateral Agent and the holders of the
Second Lien Notes have no fiduciary duties to them in respect of
the maintenance or preservation of the Collateral (other than,
in the case of the Administrative Agent (and at any time when
the First-Priority Lien Obligations (and any commitments or
letters of credit in respect thereof) are no longer outstanding
and while any Second-Priority Lien Obligations are outstanding,
the Second Lien Notes Collateral Agent), a duty to hold certain
possessory collateral as bailee of the Trustee and the Holders
of the Notes for purposes of perfecting the Third-Priority Liens
thereon). In addition, the Trustee and the Holders of the Notes
waive, to the fullest extent permitted by law, any claim against
the Administrative Agent and the lenders under the Revolving
Credit Agreement and the Second Lien Trustee, the Second Lien
Collateral Agent and the holders of the Second Lien Notes in
connection with any actions they may take under the Revolving
Credit Agreement, the Second Lien Notes Indenture or with
respect to the Collateral, as applicable. The Trustee and the
Holders of the Notes further waive, to the fullest extent
permitted by law, any right to assert, or request the benefit
of, any marshalling or similar rights that may otherwise be
available to them.
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Pursuant to the Intercreditor Agreement, the Collateral Agent
and the Trustee, for itself and on behalf of the Holders of the
Notes, irrevocably constitute and appoint the Administrative
Agent and any officer or agent of the Administrative Agent (and
at any time when the First-Priority Lien Obligations (and any
commitments or letters of credit in respect thereof) are no
longer outstanding and while any Second-Priority Lien
Obligations are outstanding, the Second Lien Notes Collateral
Agent and any officer or agent of the Second Lien Notes
Collateral Agent), with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and
authority in the place of the Trustee or Holder of the Notes or
in the Administrative Agents (or Second Lien Notes
Collateral Agents, as applicable) own name, from time to
time in the Administrative Agents (or Second Lien Notes
Collateral Agents, as applicable) discretion, for the
purpose of carrying out the terms of certain sections of the
Intercreditor Agreement (including those relating to the release
of the Third-Priority Liens as permitted thereby, including
releases upon sales due to enforcement of remedies), to take any
and all appropriate action and to execute any and all releases,
documents and instruments which may be necessary or desirable to
accomplish the purposes of such section of the Intercreditor
Agreement, including any financing statements, mortgage
releases, intellectual property releases, endorsements or other
instruments or transfer or release of such liens.
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So long as the First-Priority Lien Obligations or the
Second-Priority Lien Obligations are outstanding, the Issuer and
the Guarantors will agree that if the Collateral Agent
and/or the
Trustee holds any Lien on any assets of the Issuer or any
Guarantor securing any Third-Priority Lien Obligations that are
not also subject to First-Priority Liens and the Second-Priority
Liens, the Trustee, at the request of the Administrative Agent,
the Second Lien Notes Trustee or the Issuer, will assign such
Lien to the Administrative Agent as security for the
First-Priority Lien Obligations and to the Second Lien Notes
Trustee as security for the Second-Priority Lien Obligations (in
which case the Trustee will retain a Third-Priority Lien on such
assets subject to the terms of the Intercreditor Agreement).
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The Trustee and the Holders agree that (i) in certain
circumstances the holders under the Revolving Credit Agreement
and the Second Lien Notes are required by the terms thereof to
be repaid with proceeds of dispositions prior to repayment of
the Indenture and (ii) they will not accept payments from
such dispositions until applied to repayment of the Revolving
Credit Agreement and the Second Lien Notes as so required. The
Trustee and the Holders generally agree that if they receive
payments from the Collateral in contravention of the
Intercreditor Agreement, they will turn such payments over to
First Lien Obligation holders and the holders of the Second Lien
Notes as required by the Intercreditor Agreement.
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Pursuant to the Intercreditor Agreement, upon the incurrence of
permitted additional Third-Priority Lien Obligations, the
Administrative Agent, for itself and on behalf of the lenders
under the Revolving Credit Agreement, the Second Lien Collateral
Agent and Second Lien Notes Trustee, for itself and on behalf of
the holders of the Second Lien Notes, and the Collateral Agent
and the Trustee, for itself and on behalf of the Holders of the
Notes, agree to amend the Intercreditor Agreement (or to enter
into a new intercreditor agreement in form and substance similar
to the Intercreditor Agreement) to provide for the inclusion of
such additional Third-Priority Lien Obligations.
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In addition, if the Issuer or any Guarantor is subject to any
insolvency or liquidation proceeding, the Trustee and the
Holders agree that:
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they will consent to the Issuers use of cash collateral if
the First-Priority Lien Obligation holders consent to such usage
(and at any time when the First-Priority Lien Obligations (and
any commitments or letters of credit in respect thereof) are no
longer outstanding and while any Second-Priority Lien
Obligations are outstanding, if the Second-Priority Lien
Obligation holders consent to such usage) and the Third-Priority
Lien Obligation holders receive adequate protection as set out
below;
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they shall not seek or require the Issuer to provide any
adequate protection, or accept any such adequate protection, for
Third-Priority Lien Obligations except replacement or additional
Liens that are fully junior and subordinate to the Liens
securing the First-Priority Lien Obligations and the
Second-Priority Lien Obligations, and except for the foregoing,
will not seek or accept any payments pursuant to Section
362(d)(3)(B) of Title 11 of the United States Code;
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if the First-Priority Lien Obligation holders consent to a
debtor-in-possession
(DIP) financing that provides for priming of the
First-Priority Lien Obligations (and at any time when the
First-Priority Lien Obligations (and any commitments or letters
of credit in respect thereof) are no longer outstanding and
while any Second-Priority Lien Obligations are outstanding, if
the Second-Priority Lien Obligation holders consent to a DIP
financing that provides for priming of the Second-Priority Lien
Obligations), the Trustee and the holders of the Third-Priority
Lien Obligations will be deemed to have consented to priming of
their Liens and will not object to the DIP financing (up to the
aggregate principal amount agreed to by the holders of the
First-Priority Lien Obligations and the holders of the
Second-Priority Lien Obligations) or any adequate protection
provided to the First-Priority Lien Obligation holders and the
Second-Priority Lien Obligation holders, except that if the
lenders under the Revolving Credit Agreement and the
Administrative Agent
and/or the
holders of the Second Lien Notes and the Second Lien Notes
Trustee are granted adequate protection in the form of
additional collateral, the Trustee may seek or request adequate
protection in the form of a replacement Lien on such additional
collateral, which Lien is fully junior and subordinate to the
Lien granted to the lenders under the Revolving Credit Agreement
and the Administrative Agent and the Lien granted to the holders
of the Second Lien Notes and the Second Lien Notes Trustee and
the DIP financing providers;
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without the consent of the Administrative Agent and the required
lenders under the Revolving Credit Agreement and without the
consent of the required holders of Second Lien Notes and the
Second Lien Notes Trustee, they will not seek relief from the
automatic stay so long as any amounts are outstanding under the
Revolving Credit Agreement or any other first-lien indebtedness
or so long as any Second-Priority Lien Obligations are
outstanding or any amounts are outstanding under any other
second-lien indebtedness;
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they will not oppose any sale or other disposition of the
Collateral consented to by the First-Priority Lien Obligation
holders (and at any time when the First-Priority Lien
Obligations (and any commitments or letters of credit in respect
thereof) are no longer outstanding and while any Second-Priority
Lien Obligations are outstanding, consented to by the
Second-Priority Lien Obligation holders); and
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(x) they will not vote in favor of any plan of
reorganization unless (1) such plan provides for the
payment in full in cash on the effective date of such plan of
reorganization of all claims of the Administrative Agent and the
lenders under the Revolving Credit Agreement and the cash
collateralization at 105% of the face amount thereof of the
letters of credit issued under the Revolving Credit
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Agreement, (2) such plan provides for treatment of such
claims of the Administrative Agent and the holders of the
First-Priority Liens in a manner that would result in such
claims having relative Lien (or, if the obligations, property or
assets to be distributed in respect of such clauses under such
plan are unsecured, other) priority over the claims of the
Trustee and the Holders of the Notes to at least the same extent
as the First-Priority Liens have priority over the
Third-Priority Liens, whether or not such obligations, property
or assets are, in fact secured by any Liens, or (3) such
plan is approved by the Administrative Agent and the required
lenders under the Revolving Credit Agreement and (y) they
will not vote in favor of any plan of reorganization unless
(1) such plan provides for the payment in full in cash on
the effective date of such plan of reorganization of all claims
of the Second Lien Notes Trustee, the Second Lien Collateral
Agent and the holders of the Second Lien Notes, (2) such
plan provides for treatment of such claims of the Second Lien
Notes Trustee, the Second Lien Collateral Agent and the holders
of the Second Lien Notes in a manner that would result in such
claims having relative Lien (or, if the obligations, property or
assets to be distributed in respect of such clauses under such
plan are unsecured, other) priority over the claims of the
Trustee and the Holders of the Notes to at least the same extent
as the Second-Priority Liens have priority over the
Third-Priority Liens, whether or not such obligations, property
or assets are, in fact secured by any Liens, or (3) such
plan is approved by the Second Lien Notes Trustee, the Second
Lien Collateral Agent and the required holders of the Second
Lien Notes under the Second Lien Notes Indenture.
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No
Impairment of the Security Interests
Neither the Issuer nor any of the Guarantors will be permitted
to take any action, or knowingly or negligently omit to take any
action, which action or omission might or would have the result
of materially impairing the security interest with respect to
the Collateral for the benefit of the Trustee and the Holders of
the Notes.
The Indenture provides that any release of Collateral in
accordance with the provisions of the Indenture and the Security
Documents will not be deemed to impair the security under the
Indenture, and that any engineer, appraiser or other expert may
rely on such provision in delivering a certificate requesting
release so long as all other provisions of the Indenture with
respect to such release have been complied with.
The
Guarantees
The Company and each of the Guarantors will (so long, in the
case of a Restricted Subsidiary, as it remains a Restricted
Subsidiary) unconditionally guarantee on a joint and several
basis all of our obligations under the Notes and the Indenture,
including our obligations to pay principal, premium, if any, and
interest with respect to the Notes. The obligations of each
Guarantor other than the Company are limited to the maximum
amount which, after giving effect to all other contingent and
fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to its contribution
obligations under the Indenture, will result in the obligations
of such Guarantor under its Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or
state law. Each Guarantor other than the Company that makes a
payment or distribution under a Guarantee shall be entitled to a
contribution from each other Guarantor in an amount pro
rata, based on the net assets of each Guarantor, determined
in accordance with GAAP. Except as provided in
Certain covenants below, the Company is
not restricted from selling or otherwise disposing of any of the
Guarantors.
The Indenture requires that each existing and future Restricted
Subsidiary of the Company (other than the Issuer (for so long as
it remains the Issuer) and K. Hovnanian Poland, sp.z.o.o.) be a
Guarantor. The Company is permitted to cause any Unrestricted
Subsidiary to be a Guarantor.
The Indenture will provide that if all or substantially all of
the assets of any Guarantor other than the Company or all of the
Capital Stock of any Guarantor other than the Company is sold
(including by consolidation, merger, issuance or otherwise) or
disposed of (including by liquidation, dissolution or otherwise)
by the Company or any of its Subsidiaries, or, unless the
Company elects otherwise, if any Guarantor other than the
Company is designated an Unrestricted Subsidiary in accordance
with the terms of the Indenture, then
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such Guarantor (in the event of a sale or other disposition of
all of the Capital Stock of such Guarantor or a designation as
an Unrestricted Subsidiary) or the Person acquiring such assets
(in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) shall be
deemed automatically and unconditionally released and discharged
from any of its obligations under the Indenture without any
further action on the part of the Trustee or any Holder of the
Notes.
An Unrestricted Subsidiary that is a Guarantor shall be deemed
automatically and unconditionally released and discharged from
all obligations under its Guarantee upon notice from the Company
to the Trustee to such effect, without any further action
required on the part of the Trustee or any Holder.
A sale of assets or Capital Stock of a Guarantor may constitute
an Asset Disposition subject to the Limitations on
dispositions of assets covenant.
Redemption
Except as set forth in the next two paragraphs, the Notes are
not redeemable at the option of the Issuer.
At any time and from time to time on or after May 1, 2011,
the Issuer may redeem the Notes, in whole or in part, at a
redemption price equal to the percentage of principal amount set
forth below plus accrued and unpaid interest to the redemption
date.
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Period Commencing
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Percentage
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May 1, 2011
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102
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%
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November 1, 2011
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101
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%
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November 1, 2012
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100
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%
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At any time and from time to time prior to May 1, 2011, the
Issuer may redeem Notes with the net cash proceeds received by
the Issuer from any Equity Offering of the Company at a
redemption price equal to 118.0% of the principal amount
plus accrued and unpaid interest to the redemption date, in an
aggregate principal amount for all such redemptions not to
exceed 35% of the original aggregate principal amount of
the Notes, provided that:
(a) in each case the redemption takes place not later than
60 days after the closing of the related Equity
Offering, and
(b) not less than 65% of the original aggregate principal
amount of the Notes remains outstanding immediately thereafter.
There is no sinking fund for, or mandatory redemption of, the
Notes.
Selection
and notice
If less than all of the Notes are to be redeemed at any time,
the Trustee will select Notes for redemption on a pro rata
basis, by lot or by such other method as the Trustee in its
sole discretion shall deem appropriate and fair.
No Notes of $2,000 in original principal amount or less shall be
redeemed in part. Notices of redemption may not be conditional.
If any Note is to be redeemed in part only, the notice of
redemption that relates to that Note shall state the portion of
the principal amount thereof to be redeemed. A new Note in
principal amount equal to the unredeemed portion of the original
Note will be issued in the name of the Holder thereof upon
cancellation of the original Note. Notes called for redemption
become due on the date fixed for redemption. On and after the
redemption date, interest ceases to accrue on Notes or portions
of them called for redemption.
Certain
covenants
The following is a summary of certain covenants that are
contained in the Indenture. Such covenants are applicable
(unless waived or amended as permitted by the Indenture so long
as any of the Notes are
55
outstanding or until the Notes are defeased pursuant to
provisions described under Discharge and defeasance of
Indenture.
Repurchase
of Notes upon Change of Control
In the event that there shall occur a Change of Control, each
Holder of Notes shall have the right, at such Holders
option, to require the Issuer to purchase all or any part of
such Holders Notes on a date (the Repurchase
Date) that is no later than 90 days after notice
of the Change of Control, at 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the
Repurchase Date.
On or before the thirtieth day after any Change of Control, the
Issuer is obligated to mail or cause to be mailed, to all
Holders of record of Notes and the Trustee, a notice regarding
the Change of Control and the repurchase right. The notice shall
state the Repurchase Date, the date by which the repurchase
right must be exercised, the price for the Notes and the
procedure which the Holder must follow to exercise such right.
Substantially simultaneously with mailing of the notice, the
Issuer shall cause a copy of such notice to be published in a
newspaper of general circulation in the Borough of Manhattan,
The City of New York. To exercise such right, the Holder of such
Note must deliver, at least ten days prior to the Repurchase
Date, written notice to the Issuer (or an agent designated by
the Issuer for such purpose) of the Holders exercise of
such right, together with the Note with respect to which the
right is being exercised, duly endorsed for transfer;
provided, however, that if mandated by applicable
law, a Holder may be permitted to deliver such written notice
nearer to the Repurchase Date than may be specified by the
Issuer.
The Issuer will comply with applicable law, including
Section 14(e) of the Securities Exchange Act of 1934 (the
Exchange Act) and
Rule 14e-1
thereunder, if applicable, if the Issuer is required to give a
notice of a right of repurchase as a result of a Change of
Control.
With respect to any disposition of assets, the phrase all
or substantially all as used in the Indenture (including
as set forth under Certain
covenants Limitations on mergers, consolidations and
sales of assets below) varies according to the facts and
circumstances of the subject transaction, has no clearly
established meaning under New York law (which governs the
Indenture) and is subject to judicial interpretation.
Accordingly, in certain circumstances there may be a degree of
uncertainty in ascertaining whether a particular transaction
would involve a disposition of all or substantially
all of the assets of the Company, and therefore it may be
unclear as to whether a Change of Control has occurred and
whether the Holders have the right to require the Issuer to
repurchase Notes.
None of the provisions relating to a repurchase upon a Change of
Control is waivable by the Board of Directors of the Issuer or
the Company. The Company could, in the future, enter into
certain transactions, including certain recapitalizations of the
Company, that would not result in a Change of Control, but would
increase the amount of Indebtedness outstanding at such time.
The Indenture will require the payment of money for Notes or
portions thereof validly tendered to, and accepted for payment
by, the Issuer pursuant to a Change of Control offer. In the
event that a Change of Control has occurred under the Indenture,
a change of control will also have occurred under the indentures
governing the Second Lien Notes, the Issuers other
outstanding senior and senior subordinated notes and the
Revolving Credit Agreement. If a Change of Control were to
occur, there can be no assurance that the Issuer would have
sufficient funds to pay the purchase price for all the Notes and
amounts due under other Indebtedness that the Company may be
required to repurchase or repay or that the Company or the other
Guarantors would be able to make such payments. In the event
that the Issuer were required to purchase outstanding Notes
pursuant to a Change of Control offer, the Company expects that
it would need to seek third-party financing to the extent it
does not have available funds to enable the Issuer to meet its
purchase obligations. However, there can be no assurance that
the Company would be able to obtain such financing.
Failure by the Issuer to purchase the Notes when required upon a
Change of Control will result in an Event of Default with
respect to the Notes.
56
These provisions could have the effect of deterring hostile or
friendly acquisitions of the Company where the Person attempting
the acquisition views itself as unable to finance the purchase
of the principal amount of Notes which may be tendered to the
Issuer upon the occurrence of a Change of Control.
Limitations
on indebtedness
The Indenture provides that the Company and the Issuer will not,
and will not cause or permit any Restricted Subsidiary, directly
or indirectly, to create, incur, assume, become liable for or
guarantee the payment of (collectively, an
incurrence) any Indebtedness (including
Acquired Indebtedness) unless, after giving effect thereto and
the application of the proceeds therefrom, the Consolidated
Fixed Charge Coverage Ratio on the date thereof would be at
least 2.0 to 1.0.
Notwithstanding the foregoing, the provisions of the Indenture
will not prevent the incurrence of:
(1) Permitted Indebtedness,
(2) Refinancing Indebtedness,
(3) Non-Recourse Indebtedness,
(4) any Guarantee of Indebtedness represented by the
Notes, and
(5) any guarantee of Indebtedness incurred under Credit
Facilities in compliance with the Indenture.
For purposes of determining compliance with this covenant, in
the event that an item of Indebtedness may be incurred through
the first paragraph of this covenant or by meeting the criteria
of one or more of the types of Indebtedness described in the
second paragraph of this covenant (or the definitions of the
terms used therein), the Company, in its sole discretion,
(1) may classify such item of Indebtedness under and comply
with either of such paragraphs (or any of such definitions), as
applicable,
(2) may classify and divide such item of Indebtedness into
more than one of such paragraphs (or definitions), as
applicable, and
(3) may elect to comply with such paragraphs (or
definitions), as applicable, in any order.
The Company and the Issuer will not, and will not cause or
permit any Guarantor to, directly or indirectly, in any event
incur any Indebtedness that purports to be by its terms (or by
the terms of any agreement governing such Indebtedness)
subordinated to any other Indebtedness of the Company or of such
Guarantor, as the case may be, unless such Indebtedness is also
by its terms (or by the terms of any agreement governing such
Indebtedness) made expressly subordinated to the Notes or the
Guarantee of such Guarantor, as the case may be, to the same
extent and in the same manner as such Indebtedness is
subordinated to such other Indebtedness of the Company or such
Guarantor, as the case may be.
Limitations
on restricted payments
The Indenture provides that the Company and the Issuer will not,
and will not cause or permit any Restricted Subsidiary to,
directly or indirectly, make any Restricted Payment unless:
(1) no Default or Event of Default shall have occurred and
be continuing at the time of or immediately after giving effect
to such Restricted Payment;
(2) immediately after giving effect to such Restricted
Payment, the Company could incur at least $1.00 of Indebtedness
pursuant to the first paragraph of the Limitations on
indebtedness covenant; and
(3) immediately after giving effect to such Restricted
Payment, the aggregate amount of all Restricted Payments
(including the Fair Market Value of any non-cash Restricted
Payment) declared or made on or after the Issue Date does not
exceed the sum of:
(a) 50% of the Consolidated Net Income of the
Company on a cumulative basis during the period (taken as one
accounting period) from and including November 1, 2008 and
ending on the
57
last day of the Companys fiscal quarter immediately
preceding the date of such Restricted Payment (or in the event
such Consolidated Net Income shall be a deficit, minus
100% of such deficit), plus
(b) 100% of the aggregate net cash proceeds of and
the Fair Market Value of Property received by the Company from
(1) any capital contribution to the Company after the Issue
Date or any issue or sale after the Issue Date of Qualified
Stock (other than (i) to any Subsidiary of the Company or
(ii) any Excluded Contribution) and (2) the issue or
sale after the Issue Date of any Indebtedness or other
securities of the Company convertible into or exercisable for
Qualified Stock of the Company that have been so converted or
exercised, as the case may be, plus
(c) in the case of the disposition or repayment of any
Investment constituting a Restricted Payment (or if the
Investment was made prior to the Issue Date, that would have
constituted a Restricted Payment if made after the Issue Date,
if such disposition or repayment results in cash received by the
Company, the Issuer or any Restricted Subsidiary), an amount (to
the extent not included in the calculation of Consolidated Net
Income referred to in (a)) equal to the lesser of (x) the
return of capital with respect to such Investment (including by
dividend, distribution or sale of Capital Stock) and
(y) the amount of such Investment that was treated (or
would have been treated when made) as a Restricted Payment, in
either case, less the cost of the disposition or repayment of
such Investment (to the extent not included in the calculation
of Consolidated Net Income referred to in (a)), plus
(d) with respect to any Unrestricted Subsidiary that is
redesignated as a Restricted Subsidiary after the Issue Date, in
accordance with the definition of Unrestricted
Subsidiary (so long as the designation of such Subsidiary
as an Unrestricted Subsidiary was treated as a Restricted
Payment made after the Issue Date, and only to the extent not
included in the calculation of Consolidated Net Income referred
to in (a)), an amount equal to the lesser of (x) the
proportionate interest of the Company or a Restricted Subsidiary
in an amount equal to the excess of (I) the total assets of
such Subsidiary, valued on an aggregate basis at the lesser of
book value and Fair Market Value thereof, over (II) the
total liabilities of such Subsidiary, determined in accordance
with GAAP, and (y) the Designation Amount at the time of
such Subsidiarys designation as an Unrestricted Subsidiary.
The foregoing clauses (2) and (3) will not prohibit:
(A) the payment of any dividend within 60 days of its
declaration if such dividend could have been made on the date of
its declaration without violation of the provisions of the
Indenture;
(B) the purchase, repayment, repurchase, redemption,
defeasance or other acquisition or retirement of any
Subordinated Indebtedness of the Issuer, the Company or any
Restricted Subsidiary or shares of Capital Stock of the Company
in exchange for, or out of the net proceeds of the substantially
concurrent sale (other than to a Subsidiary of the Company or
constituting an Excluded Contribution) of, other shares of
Qualified Stock;
(C) (i) the purchase, repayment, redemption,
repurchase, defeasance or other acquisition or retirement for
value of Subordinated Indebtedness of the Issuer, the Company or
any Restricted Subsidiary in exchange for, or out of proceeds
of, Refinancing Indebtedness;
(ii) the purchase, repayment, redemption, repurchase,
defeasance or other acquisition or retirement for value of
Subordinated Indebtedness of the Issuer, the Company or any
Restricted Subsidiary or the making of Restricted Investments in
joint ventures:
(a) in an aggregate amount not to exceed $50.0 million
(after giving effect to all subsequent reductions in the amount
of any Restricted Investment in a joint venture made pursuant to
this clause (a) as a result of the repayment or disposition
thereof for cash, not to exceed the amount of such Restricted
Investment previously made pursuant to this clause (a)); or
(b) in an aggregate amount made under this clause (ii)(b)
not to exceed Excluded Contributions (after giving effect to all
subsequent reductions in the amount of any Restricted Investment
in a joint venture made pursuant to this clause (b) as a
result of the repayment or disposition thereof for cash,
58
not to exceed the amount of such Restricted Investment
previously made pursuant to this clause (b)); and
(iii) the purchase, repayment, redemption, repurchase,
defeasance or other acquisition or retirement for value of
Subordinated Indebtedness of the Issuer, the Company or any
Restricted Subsidiary or the making of Restricted Investments in
joint ventures (after giving effect to all subsequent reductions
in the amount of any Restricted Investment in a joint venture
made pursuant to this clause (iii) as a result of the
repayment or disposition thereof for cash, not to exceed the
amount of such Restricted Investment previously made pursuant to
this clause (iii)), in an aggregate amount not to exceed
$400.0 million less the aggregate amount of Restricted
Payments previously made under clause (C))(ii)(a) above;
provided that, on a pro forma basis after giving effect
to any such Restricted Payment, the aggregate fair market value
of the Collateral (as determined in good faith by the
Companys chief financial officer) is equal to at least
200% of the aggregate principal amount of Collateralized
Debt as of such date (or, in the case of a Restricted Investment
in a joint venture, on the date the Company determines to make
such Investment, so long as the Investment is completed within
120 days of such determination date), such fair market
value to be determined by the most recent appraisal of the
Collateral required to be provided under the Revolving Credit
Agreement;
(D) the payment of dividends on Preferred Stock and
Disqualified Stock up to an aggregate amount of $10 million
in any fiscal year; provided that immediately after giving
effect to any declaration of such dividend, the Company could
incur at least $1.00 of Indebtedness pursuant to the first
paragraph under the Limitations on indebtedness
covenant; and
(E) the purchase, redemption or other acquisition,
cancellation or retirement for value of Capital Stock, or
options, warrants, equity appreciation rights or other rights to
purchase or acquire Capital Stock, of the Company or any
Subsidiary held by officers or employees or former officers or
employees of the Company or any Subsidiary (or their estates or
beneficiaries under their estates) not to exceed
$10 million in the aggregate since the Issue Date;
provided, however, that each Restricted Payment
described in clauses (A) and (B) of this sentence
shall be taken into account for purposes of computing the
aggregate amount of all Restricted Payments pursuant to
clause (3) of the immediately preceding paragraph.
For purposes of determining the aggregate and permitted amounts
of Restricted Payments made, the amount of any guarantee of any
Investment in any Person that was initially treated as a
Restricted Payment and which was subsequently terminated or
expired, net of any amounts paid by the Company or any
Restricted Subsidiary in respect of such guarantee, shall be
deducted.
In determining the Fair Market Value of Property for
purposes of clause (3) of the first paragraph of this
covenant, Property other than cash, Cash Equivalents and
Marketable Securities shall be deemed to be equal in value to
the equity value of the Capital Stock or other
securities issued in exchange therefor. The equity value of such
Capital Stock or other securities shall be equal to (i) the
number of shares of Common Equity issued in the transaction (or
issuable upon conversion or exercise of the Capital Stock or
other securities issued in the transaction) multiplied by the
closing sale price of the Common Equity on its principal market
on the date of the transaction (less, in the case of Capital
Stock or other securities which require the payment of
consideration at the time of conversion or exercise, the
aggregate consideration payable thereupon) or (ii) if the
Common Equity is not then traded on the New York Stock Exchange,
American Stock Exchange or Nasdaq Stock Market, or if the
Capital Stock or other securities issued in the transaction do
not consist of Common Equity (or Capital Stock or other
securities convertible into or exercisable for Common Equity),
the value (if more than $10 million) of such Capital Stock
or other securities as determined by a nationally recognized
investment banking firm retained by the Board of Directors of
the Company.
Limitations
on transactions with affiliates
The Indenture provides that the Company and the Issuer will not,
and will not cause or permit any Restricted Subsidiary to, make
any loan, advance, guarantee or capital contribution to, or for
the benefit of, or
59
sell, lease, transfer or otherwise dispose of any property or
assets to or for the benefit of, or purchase or lease any
property or assets from, or enter into or amend any contract,
agreement or understanding with, or for the benefit of, any
Affiliate of the Company or any Affiliate of any of the
Companys Subsidiaries or any holder of 10% or more of the
Common Equity of the Company (including any Affiliates of such
holders), in a single transaction or series of related
transactions (each, an Affiliate
Transaction), except for any Affiliate Transaction the
terms of which are at least as favorable as the terms which
could be obtained by the Company, the Issuer or such Restricted
Subsidiary, as the case may be, in a comparable transaction made
on an arms-length basis with Persons who are not such a
holder, an Affiliate of such a holder or an Affiliate of the
Company or any of the Companys Subsidiaries.
In addition, the Company and the Issuer will not, and will not
cause or permit any Restricted Subsidiary to, enter into an
Affiliate Transaction unless:
(1) with respect to any such Affiliate Transaction
involving or having a value of more than $1 million, the
Company shall have (x) obtained the approval of a majority
of the Board of Directors of the Company and (y) either
obtained the approval of a majority of the Companys
disinterested directors or obtained an opinion of a qualified
independent financial advisor to the effect that such Affiliate
Transaction is fair to the Company, the Issuer or such
Restricted Subsidiary, as the case may be, from a financial
point of view, and
(2) with respect to any such Affiliate Transaction
involving or having a value of more than $10 million, the
Company shall have (x) obtained the approval of a majority
of the Board of Directors of the Company and (y) delivered
to the Trustee an opinion of a qualified independent financial
advisor to the effect that such Affiliate Transaction is fair to
the Company, the Issuer or such Restricted Subsidiary, as the
case may be, from a financial point of view.
The Indenture also provides that notwithstanding the foregoing,
an Affiliate Transaction will not include:
(1) any contract, agreement or understanding with, or for
the benefit of, or plan for the benefit of, employees of the
Company or its Subsidiaries generally (in their capacities as
such) that has been approved by the Board of Directors of the
Company,
(2) Capital Stock issuances to directors, officers and
employees of the Company or its Subsidiaries pursuant to plans
approved by the stockholders of the Company,
(3) any Restricted Payment otherwise permitted under the
Limitations on restricted payments covenant,
(4) any transaction between or among the Company and one or
more Restricted Subsidiaries or between or among Restricted
Subsidiaries (provided, however, no such transaction shall
involve any other Affiliate of the Company (other than an
Unrestricted Subsidiary to the extent the applicable amount
constitutes a Restricted Payment permitted by the Indenture)),
(5) any transaction between one or more Restricted
Subsidiaries and one or more Unrestricted Subsidiaries where all
of the payments to, or other benefits conferred upon, such
Unrestricted Subsidiaries are substantially contemporaneously
dividended, or otherwise distributed or transferred without
charge, to the Company or a Restricted Subsidiary,
(6) issuances, sales or other transfers or dispositions of
mortgages and collateralized mortgage obligations in the
ordinary course of business between Restricted Subsidiaries and
Unrestricted Subsidiaries of the Company, and
(7) the payment of reasonable and customary fees to, and
indemnity provided on behalf of, officers, directors, employees
or consultants of the Company, the Issuer or any Restricted
Subsidiary.
60
Limitations
on dispositions of assets
The Indenture provides that the Company and the Issuer will not,
and will not cause or permit any Restricted Subsidiary to, make
any Asset Disposition unless:
(a) the Company (or such Restricted Subsidiary, as the case
may be) receives consideration at the time of such Asset
Disposition at least equal to the Fair Market Value
thereof, and
(b) not less than 70% of the consideration received by the
Company (or such Restricted Subsidiary, as the case may be) is
in the form of cash, Cash Equivalents and Marketable Securities
(which must be pledged as Collateral if the assets disposed of
constituted Collateral).
The amount of (i) any Indebtedness (other than any
Subordinated Indebtedness) of the Company or any Restricted
Subsidiary that is actually assumed by the transferee in such
Asset Disposition and (ii) the fair market value (as
determined in good faith by the Board of Directors of the
Company) of any property or assets (including Capital Stock of
any Person that will be a Restricted Subsidiary following
receipt thereof) received that are used or useful in a Real
Estate Business (provided that (except as permitted by
clause (3) under the definition of Permitted
Investment) to the extent that the assets disposed of in
such Asset Disposition were Collateral, such property or assets
are pledged as Collateral under the Security Documents
substantially simultaneously with such sale, with the Lien on
such Collateral securing the Notes being of the same priority
with respect to the Notes as the Lien on the assets disposed
of), shall be deemed to be consideration required by
clause (b) above for purposes of determining the percentage
of such consideration received by the Company or the Restricted
Subsidiaries.
The Net Cash Proceeds of an Asset Disposition shall, within one
year, at the Companys election, (a) be used by the
Company or a Restricted Subsidiary to invest in assets
(including Capital Stock of any Person that is or will be a
Restricted Subsidiary following investment therein) used or
useful in the business of the construction and sale of homes
conducted by the Company and the Restricted Subsidiaries
(provided that (except as permitted by clause (3)
under the definition of Permitted Investment to the
extent that the assets disposed of in such Asset Disposition
were Collateral, such assets are pledged as Collateral under the
Security Documents with the Lien on such Collateral securing the
Notes being of the same priority with respect to the Notes as
the Lien on the assets disposed of), (b) be used to
permanently prepay or permanently repay any
(1) Indebtedness (or cash collateralize letters of credit)
constituting First-Priority Lien Obligations or Second-Priority
Lien Obligations, (2) Indebtedness which had been secured
by the assets sold in the relevant Asset Disposition, to the
extent the assets sold were not Collateral or
(3) Indebtedness of a Restricted Subsidiary that is not a
Guarantor, to the extent the assets sold were not Collateral, or
(c) be applied to make an Offer to Purchase Notes and, if
the Company or a Restricted Subsidiary elects or is required to
do so, repay, purchase or redeem any other Third-Priority Lien
Obligations and, if the assets disposed of were not Collateral,
any other unsubordinated Indebtedness (on a pro rata
basis if the amount available for such repayment, purchase
or redemption is less than the aggregate amount of (i) the
principal amount of the Notes tendered in such Offer to
Purchase, (ii) the lesser of the principal amount, or
accreted value, of such other Third-Priority Lien Obligations
and (iii) the lesser of the principal amount, or accreted
value, of such other unsubordinated Indebtedness, plus, in each
case accrued interest to the date of repayment, purchase or
redemption) at 100% of the principal amount or accreted value
thereof, as the case may be, plus accrued and unpaid interest,
if any, to the date of repurchase or repayment. Pending any such
application under this paragraph, Net Cash Proceeds may be used
to temporarily reduce Indebtedness or otherwise be invested in
any manner not prohibited by the Indenture.
Notwithstanding the foregoing, (A) the Company will not be
required to apply such Net Cash Proceeds in accordance with
clauses (b) or (c) of the preceding sentence except to
the extent that such Net Cash Proceeds, together with the
aggregate Net Cash Proceeds of prior Asset Dispositions (other
than those so used) which have not been applied in accordance
with this provision and as to which no prior prepayments or
repayments shall have been made and no Offer to Purchase shall
have been made, exceed $25 million and (B) in
connection with an Asset Disposition, the Company and the
Restricted Subsidiaries will not be required to comply with the
requirements of clause (b) of the first sentence of the
first paragraph of this covenant to the extent that the non-cash
consideration received in connection with such Asset
Disposition, together with the
61
sum of all non-cash consideration received in connection with
all prior Asset Dispositions that has not yet been converted
into cash, Cash Equivalents or Marketable Securities, does not
exceed $25 million; provided, however, that when any
non-cash consideration is converted into cash, Cash Equivalents
or Marketable Securities, such cash shall constitute Net Cash
Proceeds and be subject to the preceding sentence.
Limitations
on liens
The Indenture provides that the Company and the Issuer will not,
and will not cause or permit any Restricted Subsidiary to,
create, incur, assume or suffer to exist any Liens, other than
Permitted Liens, on any of its Property, or on any shares of
Capital Stock or Indebtedness of any Restricted Subsidiary.
Limitations
on restrictions affecting restricted subsidiaries
The Indenture provides that the Company and the Issuer will not,
and will not cause or permit any Restricted Subsidiary to,
create, assume or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction (other than
encumbrances or restrictions imposed by law or by judicial or
regulatory action or by provisions of agreements that restrict
the assignability thereof) on the ability of any Restricted
Subsidiary to:
(1) pay dividends or make any other distributions on its
Capital Stock or any other interest or participation in, or
measured by, its profits, owned by the Company or any other
Restricted Subsidiary, or pay interest on or principal of any
Indebtedness owed to the Company or any other Restricted
Subsidiary,
(2) make loans or advances to the Company or any other
Restricted Subsidiary, or
(3) transfer any of its property or assets to the Company
or any other Restricted Subsidiary, except for:
(a) encumbrances or restrictions existing under or by
reason of applicable law,
(b) contractual encumbrances or restrictions in effect at
or entered into on the Issue Date and any amendments,
modifications, restatements, renewals, supplements, refundings,
replacements or refinancings thereof; provided, that such
amendments, modifications, restatements, renewals, supplements,
refundings, replacements or refinancings are no more
restrictive, taken as a whole, with respect to such dividend and
other payment restrictions than those contained in such
contractual encumbrances or restrictions, as in effect at or
entered into on the Issue Date,
(c) any restrictions or encumbrances arising under Acquired
Indebtedness; provided, that such encumbrance or restriction
applies only to either the assets that were subject to the
restriction or encumbrance at the time of the acquisition or the
obligor on such Indebtedness and its Subsidiaries prior to such
acquisition,
(d) any restrictions or encumbrances arising in connection
with Refinancing Indebtedness; provided, however,
that any restrictions and encumbrances of the type described in
this clause (d) that arise under such Refinancing
Indebtedness shall not be materially more restrictive or apply
to additional assets than those under the agreement creating or
evidencing the Indebtedness being refunded, refinanced, replaced
or extended,
(e) any Permitted Lien, or any other agreement restricting
the sale or other disposition of property, securing Indebtedness
permitted by the Indenture if such Permitted Lien or agreement
does not expressly restrict the ability of a Subsidiary of the
Company to pay dividends or make or repay loans or advances
prior to default thereunder,
(f) reasonable and customary borrowing base covenants set
forth in agreements evidencing Indebtedness otherwise permitted
by the Indenture,
(g) customary non-assignment provisions in leases,
licenses, encumbrances, contracts or similar assets entered into
or acquired in the ordinary course of business,
62
(h) any restriction with respect to a Restricted Subsidiary
imposed pursuant to an agreement entered into for the sale or
disposition of all or substantially all of the Capital Stock or
assets of such Restricted Subsidiary pending the closing of such
sale or disposition,
(i) encumbrances or restrictions existing under or by
reason of the Indenture, the Notes or the Guarantees,
(j) purchase money obligations that impose restrictions on
the property so acquired of the nature described in
clause (3) of this covenant,
(k) Liens permitted under the Indenture securing
Indebtedness that limit the right of the debtor to dispose of
the assets subject to such Lien,
(l) provisions with respect to the disposition or
distribution of assets or property in joint venture agreements,
assets sale agreements, stock sale agreements and other similar
agreements,
(m) customary provisions of any franchise, distribution or
similar agreements,
(n) restrictions on cash or other deposits or net worth
imposed by contracts entered into in the ordinary course of
business, and
(o) any encumbrance or restrictions of the type referred to
in clauses (1), (2) or (3) of this covenant imposed by
any amendments, modifications, restatements, renewals,
supplements, refinancings, replacements or refinancings of the
contracts, instruments or obligations referred to in
clauses (a) through (n) of this covenant;
provided, that such amendments, modifications,
restatements, renewals, supplements, refundings, replacements or
refinancings are, in the good faith judgment of the
Companys Board of Directors, no more restrictive with
respect to such dividend and other payment restrictions than
those contained in the dividend or other payment restrictions
prior to such amendment, modification, restatement, renewal,
supplement, refunding, replacement or refinancing.
Limitations
on mergers, consolidations and sales of assets