UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2002
HOVNANIAN ENTERPRISES, INC.
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(Exact Name of registrant specified in its charter)
Delaware 1-8551 22-1851059
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(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
10 Highway 35, P.O. Box 500
Red Bank, New Jersey 07701
(Address of principal executive offices)
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Registrant's telephone number:
(732) 747-7800
Item 5. Other Events
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On March 19, 2002, Hovnanian Enterprises, Inc. (the "Registrant")
issued a press release that is attached as an exhibit hereto and incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit 99.1 Press Release dated March 19, 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HOVNANIAN ENTERPRISES, INC.
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(Registrant)
By: /s/ J. Larry Sorsby
Name: J. Larry Sorsby
Title: Executive Vice President
Chief Financial Officer
Date: March 21, 2002
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INDEX TO EXHIBITS
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Exhibit Number Exhibit
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Exhibit 99.1 Press Release dated March 19, 2002.
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Exhibit 99.1
HOVNANIAN ENTERPRISES, INC. News Release
Contact: At the Company At FRB|Weber Shandwick
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Kevin C. Hake Amy F. Glynn, CFA
Vice President and Treasurer 640 Fifth Avenue
732-747-7800 212-445-8470
K. Hovnanian Enterprises to Issue $100 Million Senior and $150 Million
Senior Subordinated Notes Guaranteed by Hovnanian Enterprises, Inc.
RED BANK, NJ, March 19, 2002 -- Hovnanian Enterprises, Inc. (NYSE: HOV) today
announced that the Company entered into an agreement to sell $100 million
principal amount of 8.000% Senior Notes due 2012 and $150 million principal
amount of 8.875% Senior Subordinated Notes due 2012 (collectively the
"Notes"). The Notes will be issued by K. Hovnanian Enterprises, Inc. and will
be guaranteed by Hovnanian Enterprises, Inc. and all of the Company's current
and future restricted subsidiaries. The sale of the Notes will provide gross
proceeds of approximately $250 million.
A portion of the net proceeds of this issuance will be used to refund all of
the Company's existing 9-3/4% Senior Subordinated Notes due 2005 and
approximately $50 million of the Company's $165 million unsecured Term Loan
Facility due in 2007. The balance will be used to repay amounts outstanding
under the Company's $440 million unsecured revolving credit facility and for
general corporate purposes. The offering is expected to close on March 26,
2002.
The Notes will be sold to qualified institutional buyers in reliance on Rule
144A and outside the United States to non-U.S. persons in reliance on
Regulation S. The Notes have not and will not be registered under the
Securities Act of 1933, as amended (the "Securities Act"), and, unless so
registered, may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws. This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of the Notes 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. This notice is
being issued pursuant to and in accordance with Rule 135c under the Securities
Act of 1933.
Statements in this press release regarding K. Hovnanian's and Hovnanian's
business that are not historical facts may be "forward-looking statements."
Forward-looking statements are inherently subject to risks, uncertainties and
assumptions. Important factors that could cause actual results to differ
materially from any such forward-looking statements are identified in the
reports and documents Hovnanian files from time to time with the U.S.
Securities and Exchange Commission.