As filed with the Securities and Exchange Commission on September 27, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Hovnanian Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-1851059
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
(732) 747-7800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Paul W. Buchanan
Hovnanian Enterprises, Inc.
10 Highway 35
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
425 Lexington Avenue
New York, New York 10017-3909
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. /_/
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement number for the same offering. /_/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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. /_/
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /_/
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Shares Amount to Aggregate Price Aggregate Registration
To Be Registered Be Registered Per Unit Offering Price Fee
Class A common stock 1,083,454 $8.5625 $9,277,074.88 $2,578.00
[FN]
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
The proposed maximum offering price per share, the proposed maximum
aggregate offering price and the amount of registration fee have been
computed on the basis of the average high and low prices per share of
the common stock on the American Stock Exchange on September 24, 1999.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
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, as amended, or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
2
Subject to Completion, dated September 27, 1999
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.
PROSPECTUS
Hovnanian Enterprises, Inc.
1,083,454 Shares of Class A Common Stock
All of the Class A common stock offered hereby may be sold
from time to time by and for the account of the selling shareholders
named in this prospectus.
The methods of sale of the Class A common stock offered
hereby are described under the heading "Plan of Distribution." We
will receive none of the proceeds from such sales. We will pay all
expenses, except for the underwriting and brokerage expenses, fees,
discounts and commissions, which will all be paid by the selling
shareholders, incurred in connection with the offering described in
this prospectus.
The selling shareholders and any broker-dealers that
participate in the distribution of the Class A common stock offered
hereby may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). As a
result, any commission or profit on the resale of shares received by
such broker-dealers may be deemed to be underwriting commissions and
discounts under the Securities Act. Upon being notified by the
selling shareholders that any material arrangement has been entered
into with a broker or dealer for the sale of the shares through a
secondary distribution, or a purchase by a broker or dealer, a
supplemented prospectus will be filed, if required, disclosing among
other things the names of such brokers and dealers, the number of
shares involved, the price at which such shares are being sold and
the commissions paid or the discounts or concessions allowed to such
broker-dealers.
The Class A common stock of the Company is listed on the
American Stock Exchange (Symbol: HOV). On September __, 1999, the
closing price of the shares was $ per share.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this Prospectus is , 1999.
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AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith file reports, proxy
statements and other information with the SEC. Reports, proxy statements and
other information filed by us may be inspected and copied at the public
reference facilities maintained by the SEC, 450 Fifth Street, N.W., Judiciary
Plaza, Room 1024, Washington, D.C. 20549; and at regional offices of the SEC
at the Citicorp Center, 500 West Madison, Suite 1400, Chicago, Illinois 60661
and at 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material may be obtained by mail from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such material may also be inspected and copied at the offices of the
American Stock Exchange, 86 Trinity Place, New York, New York 10006, on which
our Class A common stock is listed. In addition, the SEC maintains a site on
the World Wide Web portion of the Internet that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC. The address of such site is http://www.sec.gov.
As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the registration statement
on Form S-3, as amended, of which this Prospectus is a part. For further
information with respect to the Company and the Class A common stock,
reference is made to the registration statement and the exhibits thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We hereby incorporate by reference in this prospectus the following
documents previously filed with the Commission pursuant to the Securities
Exchange Act of 1934:
- The Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1998;
- The Company's Quarterly Reports on Form 10-Q for the
quarters ended January 31, 1999, April 30, 1999 and July 31,
1999; and
- The description of the Company's capital stock contained in
the Company's Registration Statement on Form 8-A dated
August 23, 1983 incorporating by reference the "Description
of Securities" in the Company's Registration Statement on
2
Form S-1 Registration No. 2-85198 with respect to the
registration of the Class A common stock.
Each document filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Class A common
stock pursuant hereto shall be deemed to be incorporated by reference in this
Prospectus and to be a part of this Prospectus from the date of filing of
such document. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference in this Prospectus
shall be deemed to be modified or superseded for purposes of the Registration
Statement and this Prospectus to the extent that a statement contained in
this Prospectus or in any subsequently filed document that also is or is
deemed to be incorporated by reference in this Prospectus modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
the Registration Statement or this Prospectus.
We will provide without charge to each person to whom this Prospectus
is delivered, upon the written or oral request of any such person, a copy of
any or all of the documents that are incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should
be directed to Paul W. Buchanan, Senior Vice President--Corporate Controller,
Hovnanian Enterprises, Inc., 10 Highway 35, P.O. Box 500, Red Bank, New
Jersey 07701, telephone (732) 747-7800.
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THE COMPANY
We design, construct and market high quality single-family detached
homes and attached condominium apartments and townhouses in planned
residential developments in the Northeast Region (primarily in New Jersey,
southern New York state, and eastern Pennsylvania), North Carolina, northern
Virginia and Maryland, southern California, southeastern Florida, and Poland.
We market our homes to first-time buyers, first- and second-time move-up
buyers, luxury buyers and active adult buyers and empty nesters. We offer a
variety of homestyles at prices ranging from $41,000 to $921,000 with an
average sales price in fiscal 1998 of $216,000. We are currently offering
homes for sale in 75 communities. Since the incorporation of our predecessor
company in 1959, we have delivered in excess of 62,000 homes.
Hovnanian was originally incorporated in New Jersey in 1967 as
successor to a business founded in 1959 by Kevork S. Hovnanian and became a
Delaware corporation in August 1983. Hovnanian maintains its executive
offices at 10 Highway 35, P.O. Box 500, Red Bank, New Jersey 07701, and its
telephone number is (732) 747-7800.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares
offered by the selling shareholders.
SELLING SHAREHOLDERS
The selling shareholders listed below received shares as part of the
consideration in connection with our acquisition of the Matzel and Mumford
Organization, Inc., GM Construction, Inc., Matzel & Mumford Development
Corp., M&M Land Co., Inc., Matzel & Mumford Mortgage Funding, Inc., Matzel &
Mumford at High Pointe, Inc. and Matzel & Mumford at East Hanover, Inc.
(together, the "Companies").
The following table states the number of shares of our outstanding
Class A common stock that the selling shareholders own resulting from
payments made in our Class A common stock in connection with our acquisition
of the Companies, the number of such shares that may be sold for the account
of the selling shareholders, and the number of shares that will be owned by
the selling shareholders assuming the sale of all the shares offered hereby.
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Number of Number of Shares
Shares of Class A of Class A
Number of Shares of Class A common stock to common stock
Selling Shareholder common stock Owned be Sold Owned After Sale
Roger Mumford 541,727 541,727 0
Bruce Matzel 541,727 541,727 0
__________ _________ _________
Total Class A common stock 1,083,454 1,083,454 0
[FN]
(1) Includes Class A common stock known by us to be owned by the selling
shareholder as of September 27, 1999 and shares the Selling
Shareholders will be entitled to purchase within 60 days after the date
hereof pursuant to outstanding options.
PLAN OF DISTRIBUTION
We have been advised that the distribution of the Class
A common stock by the selling shareholders may be effected from time to time
in one or more transactions (which may involve block transactions) (i) on the
American Stock Exchange in transactions that may include special offerings
and exchange distributions pursuant to and in accordance with the rules of
such exchanges, (ii) in the over-the-counter market or (iii) in transactions
otherwise than on such exchanges or in the over-the-counter market, or in a
combination of any such transactions. Such transactions may be effected by
the selling shareholders at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated prices or at
fixed prices. The selling shareholders may effect such transactions by
selling the Class A common stock to or through broker-dealers and such
broker-dealers will receive compensation in the form of discounts or
commissions from the selling shareholders and may receive commissions from
the purchasers of the Class A common stock for whom they may act as agent
(which discounts or commissions from the selling shareholders or such
purchasers will not exceed those customary in the type of transactions
involved).
Any broker-dealers that participate with the selling shareholders in
the distribution of the Class A common stock may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions
or discounts received by such broker-dealers and any profit on the resale of
the Class A common stock by such broker-dealers might be deemed to be
underwriting discounts and commissions under such act.
5
Upon being notified by the selling shareholders that any material
arrangement has been entered into with a broker or dealer for the sale of the
Class A common stock through a secondary distribution, or a purchase by a
broker or dealer, a supplemented prospectus will be filed, if required,
pursuant to Rule 424(b)
- The names of such broker-dealers;
- The number of shares involved;
- The price at which such shares are being sold;
- The commission paid or the discounts or concessions
allowed to such broker-dealer;
- Where applicable, that such broker-dealers did not
conduct any investigation to verify the information
set out or incorporated by reference in this
prospectus, as supplemented; and
- Other facts material to the transaction.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Class A
common stock will be passed upon for us by Simpson Thacher & Bartlett, New
York, New York.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedules included in our Annual Report on form 10-K
for the year ended October 31, 1998, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedules are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.
6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses payable by Hovnanian in connection with the
offering described in this Registration Statement are as follows:
Registration Fee $ 2,578.00
Legal fees and expenses 15,000.00
Accounting fees and expenses 4,000.00
Printing and duplicating expenses 500.00
Miscellaneous expenses 500.00
Total $22,578.00
Item 15. Indemnification of Directors and Officers.
Hovnanian is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware grants each corporation organized
thereunder the power to indemnify any person who is or was a director,
officer, employee or agent of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), by reason of being or having been in any such
capacity, if he acted in good faith in a manner reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Section 102(b)(7) of the General Corporation Law of the
State of Delaware enables a corporation in its certificate of incorporation
or an amendment thereto validly approved by stockholders to limit or
eliminate the personal liability of the members of its board of directors for
violations of the directors' fiduciary duty care.
Article EIGHTH of Hovnanian's Restated Certificate of Incorporation
contains the following provisions with respect to indemnification:
No director of the Company shall be personally liable to the
Company or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that this Article
shall not eliminate or limit the liability of a director (i) for any
II-1
breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper
personal benefit. This Article shall not eliminate or limit the
liability of a director for any act or omission occurring prior to
the date on which this Article becomes effective. Any repeal or
modification of this Article Eighth shall not adversely affect any
right or protection of a director of the Company existing hereunder
with respect to any act or omission occurring prior to the time of
such repeal or modification.
Hovnanian maintains a liability insurance policy providing coverage
for its directors and officers in an amount up to an aggregate limit of
$10,000,000 for any single occurrence.
Item 16. Exhibits.
4.1(a) Certificate of Incorporation of the Company
Incorporated by reference to Exhibits to
Registration Statement (No. 2-85198) on Form S-1 of
the Company
4.1(b) Certificate of Amendment of Certificate of Incorporation
of the Company
Incorporated by reference to Exhibits to Annual
Report on Form 10-K for the year ended
February 28, 1994
4.2 By-Laws of the Company
Incorporated by reference to Exhibits to Annual
Report on Form 10-K for the year ended
February 28, 1994
4.3 Specimen Class A common stock Certificate
Incorporated by reference to Exhibits to Annual
Report on Form 10-K for the year ended February 28,
1994
5.1 Opinion of Simpson Thacher & Bartlett as to the validity of
the issuance of Class A common stock
23.1 Consent of Ernst & Young LLP, independent auditors
23.4 Consent of Simpson Thacher & Bartlett (included in Exhibit
5.1)
24 Powers of Attorney (included on pages II-3 hereof)
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
II-2
(1) To file, during any period in which offers or sales are
being made, a post effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected on the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraph (1)(i) and (1)(ii) above do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended, that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Securities
II-3
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions set forth in response to
Item 15, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Red Bank
State of New Jersey, on September 27, 1999.
Hovnanian Enterprises, Inc.
By: /s/ Peter S. Reinhart
----------------------------
Peter S. Reinhart
SIGNATURES AND POWERS OF ATTORNEY
Each person whose signature appears below authorizes Paul W. Buchanan
or Peter S. Reinhart, or any of them, as his attorney in fact and agent, with
full power of substitution and resubstitution, to execute, in his name and on
his behalf, in any and all capacities, this Amendment to the Registration
Statement on Form S-3 relating to the Class A common stock and any amendments
thereto (and any additional registration statement related thereto permitted
by Rule 462(b) promulgated under the Securities Act of 1933 (and all further
amendments including post-effective amendments thereto)) necessary or
advisable to enable the registrant to comply with the Securities Act of 1933,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in respect thereof, in connection with the registration of the
securities which are the subject of such registration statement, which
amendments may make such changes in such registration statement as such
attorney may deem appropriate, and with full power and authority to perform
and do any and all acts and things whatsoever which any such attorney or
substitute may deem necessary or advisable to be performed or done in
connection with any or all of the above-described matters, as fully as each
of the undersigned could do if personally present and acting, hereby
ratifying and approving all acts of any such attorney or substitute.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Kevork S. Hovnanian
- ------------------------
Kevork S. Hovnanian Chairman of the Board September 27, 1999
/s/ Ara K. Hovnanian Chief Executive Officer, President September 27, 1999
- ------------------------
Ara K. Hovnanian and Director
/s/ Paul W. Buchanan Senior Vice President--Corporate September 27, 1999
- ------------------------
Paul W. Buchanan Controller and Director
/s/ Peter S. Reinhart Senior Vice President, September 27, 1999
- ------------------------
Peter S. Reinhart General Counsel and Director
/s/ J. Larry Sorsby Senior Vice President, September 27, 1999
- ------------------------
J. Larry Sorsby Treasurer, Chief Financial Officer
and Director
*By /s/ Peter S. Reinhart September 27, 1999
------------------------
Peter S. Reinhart
Attorney-in-fact
II-5
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
4.1(a) Certificate of Incorporation of the Company
Incorporated by reference to Exhibits to Registration
Statement (No. 2-85198) on Form S-1 of the Company
4.1(b) Certificate of Amendment of Certificate of Incorporation of the
Company
Incorporated by reference to Exhibits to Annual
Report on Form 10-K for the year ended February 28, 1994
4.2 By-Laws of the Company
Incorporated by reference to Exhibits to Annual Report on
Form 10-K for the year ended February 28, 1994
4.3 Specimen Class A common stock
Certificate incorporated by reference to Exhibits to Annual
Report on Form 10-K for the year ended February 28, 1994
5.1 Opinion of Simpson Thacher & Bartlett as to the validity of the
issuance of the Class A common stock
23.1 Consent of Ernst & Young LLP, independent auditors
23.4 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1)
24 Powers of Attorney (included on pages II-3 and II-4 hereof)
EXHIBIT 5.1 SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 September 21, 1999 Hovnanian Enterprises, Inc. 10 Highway 35 P.O. Box 500 Red Bank, New Jersey 07701 Ladies and Gentlemen: We have acted as counsel to Hovnanian Enterprises, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to the sale by certain shareholders of the Company of 1,083,454 shares of Class A common stock, par value $.01 per share (the "Shares"), in connection with the Merger Agreement, dated August 7, 1999, by and among Roger Mumford, Bruce Matzel and M&M Acquisitions, Inc., a New Jersey Corporation and a wholly owned subsidiary of the Company (the "Merger Agreement") pursuant to which the Company acquired the Matzel and Mumford Organization, Inc., GM Construction, Inc., Matzel & Mumford Development Corp., M&M Land Co., Inc., Matzel & Mumford Mortgage Funding, Inc. and Matzel & Mumford at High Pointe, Inc. We have examined the Registration Statement and a form of the share certificate. We also have examined the originals, or duplicates or certified
or conformed copies, of such records, agreements, instruments and other documents and have made such other and further investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of public officials and of officers and representatives of the Company. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid and nonassessable. We are members of the Bar of the State of New York and we do not express any opinion herein concerning any law other than the Delaware General Corporation Law. We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. Very truly yours, /s/ SIMPSON THACHER & BARTLETT _______________________________ SIMPSON THACHER & BARTLETT
EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-3) and related Prospectus of Hovnanian
Enterprises, Inc. for the registration of 1,083,454 shares of its Class A
Common stock and to the incorporation by reference therein of our report
dated December 15, 1998, with respect to the consolidated financial
statements and schedules of Hovnanian Enterprises, Inc. included in its Annual
Report (Form 10-K) for the fiscal year ended October 31, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
September 24, 1999