As filed with the Securities and Exchange Commission on November 8, 1999August 28, 2001
Registration No. 333-___333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------------
Hovnanian Enterprises, Inc.
-------------------------HOVNANIAN K. HOVNANIAN
ENTERPRISES, INC. ENTERPRISES, INC.
(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Its Charter)
Delaware 22-1851059New Jersey
(State or other jurisdictionOther Jurisdiction of Incorporation or Organization)
22-1851059 22-2423583
(I.R.S. Employer of incorporation or organization) Identification No.)Number)
10 Highway 35 10 Highway 35
P.O. Box 500 P.O. Box 500
Red Bank, New Jersey 07701 Red Bank, New Jersey 07701
(732) 747-7800 (732) 747-7800
(Address, including zip code,Including Zip Code, and telephone number,
including area code,Telephone Number,
Including Area Code, of registrant's principal executive offices)
-------------------------
Paul W. BuchananRegistrant's Principal Executive Offices)
SEE TABLE OF ADDITIONAL REGISTRANTS
-----------------------------------
J. Larry Sorsby
Hovnanian Enterprises, Inc.
10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
(732) 747-7800
(Name, address, including zip code,Address, Including Zip Code, and telephone
number, including area code,Telephone Number,
Including Area Code, of agent for service)
-------------------------Agent For Service)
Copies to:
Vincent Pagano, Jr., Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-390910017-3954
(212) 455-2000
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/[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 Proposed
Maximum Maximum
Amount to Aggregate Aggregate Amount of
Title of Shares Be Price Per Offering Registration
To Be Registered Registered Unit(1) Price(1) Fee
----------------- ---------- --------- ----------- ------------
Class A common stock 761,905 $6.375 $4,857,144.38 $1,355.00
(1) Estimated solely for the purpose of calculating the registration fee
pursuant
===================================================================================================================================
Proposed Proposed
maximum maximum Amount of
Title of each class of Amount to be offering price aggregate registration
securities to be registered registered per unit offering price fee
Debt Securities, Class A Common Stock, Preferred Stock, $300,000,000 100%(2) $300,000,000(2) $75,000
Warrants, Stock Purchase Contracts and Stock Purchase
Units(1).................................................
Guarantees of Hovnanian Enterprises, Inc. of Debt
Securities and Warrants of K. Hovnanian Enterprises, Inc.
and Guarantees of Subsidiary Guarantors of Debt Securities (3) (3) (3) None
and Warrants of Hovnanian Enterprises, Inc. and K.
Hovnanian Enterprises, Inc.
Total........................................................ $300,000,000(2) 100%(2) $300,000,000(2) $75,000
===================================================================================================================================
(1) The Debt Securities registered hereby include such additional amount as
may be necessary so that, if Debt Securities are issued with an original
issue discount, the aggregate initial offering prices of all Debt
Securities will equal no more than $300,000,000. There are also being
registered hereunder an indeterminate number of shares of Class A Common
Stock as shall be issuable upon conversion or redemption of Preferred
Stock or Debt Securities registered hereby.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) No separate consideration will be received for the Guarantees.
Any securities registered hereunder may be sold separately or as units
with other securities registered hereunder.
Pursuant to Rule 457(c)429 under the Securities Act of 1933, as amended.
The proposed maximum offering price per share,amended, the
proposed maximumProspectus herein also relates to the remaining $76,000,000 of Debt
Securities, Warrants to purchase Debt Securities, Preferred Stock and Class A
Common Stock registered on Form S-3 (Registration No. 333-75939) and Form S-3
(Registration No. 333-51991) of Hovnanian Enterprises, Inc. and K. Hovnanian
Enterprises, Inc. and 7,643,312 allocated shares of Class A Common Stock of
Hovnanian Enterprises, Inc. registered on Form S-3 (Registration No.
333-51991) of K. Hovnanian Enterprises, Inc. This Registration Statement also
constitutes Post-Effective Amendment No. 1 to Registration Statement No.
333-75939 and Post-Effective Amendment No. 2 to Registration Statement No.
333-51991 and upon the effectiveness of such Post-Effective Amendments, this
Registration Statement and Registration Statements No. 333-75939 and No.
333-51991 will relate to an aggregate offering priceof $376,000,000 of Class A Common Stock,
Preferred Stock, Debt Securities and Warrants to purchase Debt Securities of
Hovnanian Enterprises, Inc., Debt Securities guaranteed by Hovnanian
Enterprises, Inc. of K. Hovnanian Enterprises, Inc., and Warrants guaranteed
by Hovnanian Enterprises, Inc. to purchase Debt Securities of K. Hovnanian
Enterprises, Inc. (any or all of which Debt Securities and Warrants may be
guaranteed by the amountregistrant Subsidiary Guarantors described herein) and
7,643,312 shares of registration fee have been
computed on the basisClass A Common Stock of the average high and low prices per share of
the common stock on the American Stock Exchange on November 2, 1999.
-------------------------Hovnanian Enterprises, Inc.
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 thethis Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
-2-
TABLE OF ADDITIONAL REGISTRANTS
State
or other
Jurisdiction Address
Exact Name of of IRS Including ZIP Code, And
Registrant As Incorporation Employer Telephone Number Including
Specified In Its or Identification Area Code, Of Registrant's
Charter Organization Number Principal Executive Offices
- --------------------- ------------- -------------- ----------------------------
- --------------------- ------------- -------------- ----------------------------
All Seasons, Inc. MD 52-0855385 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Arrow Properties, NJ 22-1945442 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Ballantrae Development FL 22-3366681 10 Highway 35
Corp. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Ballantrae Home Sales, FL 22-3312524 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Ballantrae Marina, Inc. FL 22-3433301 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Condominium Community MD 52-2002262 10 Highway 35
(Bowie New Town), Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Condominium Community MD 52-2002261 10 Highway 35
(Largo Town), Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Condominium Community MD 52-2002264 10 Highway 35
(Park Place), Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Condominium Community MD 52-2002265 10 Highway 35
(Quail Run), Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Condominium Community MD 52-2002263 10 Highway 35
(Truman Drive), Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Consultants Corporation MD 52-0856601 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Designed Contracts, MD 52-0854124 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Dryer Associates, NJ 22-2626494 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Eastern National Title FL 22-2774781 10 Highway 35
Insurance Agency, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Eastern Title Agency, NJ 22-2822803 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
EXC, Inc. DE 22-3178077 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Fortis Finance, Inc. NC 56-1480946 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Fortis Homes, Inc. NC 56-1477716 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Fortis Title, Inc. NC 56-1729325 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Founders Title Agency, VA 22-3293533 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Governor's Abstract PA 22-3278556 10 Highway 35
Co., Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hexter Fair Land Title TX 75-2604041 10 Highway 35
Company I Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Homebuyer's Mortgage, MD 52-1824817 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Housing-Home Sales, MD 52-0846210 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian at Tarpon FL 22-2436504 10 Highway 35
Lakes I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian Developments FL 22-2416624 10 Highway 35
of Florida, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian Financial NJ 22-2509690 10 Highway 35
Services I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian Financial NJ 22-2586974 10 Highway 35
Services II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian Financial NJ 22-2722906 10 Highway 35
Services III, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian Financial NJ 22-2707601 10 Highway 35
Services IV, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian Pennsylvania, PA 22-1097670 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian Properties of NJ 22-1945461 10 Highway 35
Atlantic County, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Jersey City Danforth NJ 22-2976939 10 Highway 35
CSO, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hov International, NJ 22-3188610 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian NJ 22-3406671 10 Highway 35
Acquisitions, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3178078 10 Highway 35
Ashburn Village, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-1945458 10 Highway 35
Atlantic City, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at FL 22-3409425 10 Highway 35
Estates, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3583846 10 Highway 35
Barrington, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3331038 10 Highway 35
Bedminster II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-1945452 10 Highway 35
Bedminster, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3253529 10 Highway 35
Belmont, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2643596 10 Highway 35
Bernards II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2774853 10 Highway 35
Bernards III, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3292171 10 Highway 35
Bernards IV, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2790298 10 Highway 35
Branchburg I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2926245 10 Highway 35
Branchburg II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2961099 10 Highway 35
Branchburg III, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3547807 10 Highway 35
Bridgeport, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2765938 10 Highway 35
Bridgewater II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-4049666 10 Highway 35
Bridgewater IV, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2713924 10 Highway 35
Bridgewater V, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3243298 10 Highway 35
Bridgewater VI, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3192910 10 Highway 35
Bull Run, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3412130 10 Highway 35
Burlington III, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2949611 10 Highway 35
Burlington, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3324654 10 Highway 35
Calabria, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3459993 10 Highway 35
Cameron Chase, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3320550 10 Highway 35
Carmel Del Mar, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at FL 22-3188607 10 Highway 35
Carolina Country P.O. Box 500
Club I, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at FL 22-3247085 10 Highway 35
Carolina Country P.O. Box 500
Club II, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at FL 22-3273706 10 Highway 35
Carolina Country P.O. Box 500
Club III, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3356308 10 Highway 35
Castile, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2892342 10 Highway 35
Cedar Grove I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2892341 10 Highway 35
Cedar Grove II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3565730 10 Highway 35
Chaparral, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NY 22-2618176 10 Highway 35
Clarkstown, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at FL 22-3275859 10 Highway 35
Coconut Creek, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3493450 10 Highway 35
Crestline, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3406656 10 Highway 35
Crystal Springs, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3602177 10 Highway 35
Dominguez, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3433318 10 Highway 35
Dominion Ridge, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2809056 10 Highway 35
East Brunswick V, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2892496 10 Highway 35
East Brunswick VI, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2776654 10 Highway 35
East Brunswick P.O. Box 500
VIII, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at PA 22-3483220 10 Highway 35
East Whiteland P.O. Box 500
I, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3331043 10 Highway 35
Exeter Hills, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Fair VA 22-3261224 10 Highway 35
Lakes Glen, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Fair VA 22-3249049 10 Highway 35
Lakes, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2348977 10 Highway 35
Freehold Township, P.O. Box 500
Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2459186 10 Highway 35
Freehold Township P.O. Box 500
I, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at FL 22-2652958 10 Highway 35
Ft. Myers I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at FL 22-2636393 10 Highway 35
Ft. Myers II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Great NJ 22-3330582 10 Highway 35
Notch, Inc. (formally P.O. Box 500
K. Hovnanian at Berlin, Red Bank, New Jersey 07701
Inc.) 732-747-7800
K. Hovnanian at NJ 22-2765936 10 Highway 35
Hackettstown, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Half FL 22-2915380 10 Highway 35
Moon Bay, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3583845 10 Highway 35
Hampton Oaks, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3133218 10 Highway 35
Hanover, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at PA 22-3445102 10 Highway 35
Hershey's Mill, Inc. P.O. Box 500
(a PA Corp) Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3309241 10 Highway 35
Highland Vineyards, P.O. Box 500
Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Holly VA 22-3214275 10 Highway 35
Crest, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3345622 10 Highway 35
Hopewell IV, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3464499 10 Highway 35
Hopewell V, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3465709 10 Highway 35
Hopewell VI, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2500651 10 Highway 35
Horizon Heights, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2859308 10 Highway 35
Howell Township, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2562956 10 Highway 35
Howell Township P.O. Box 500
II, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3321100 10 Highway 35
Hunter Estates, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at FL 22-2914590 10 Highway 35
Jacksonville II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3427233 10 Highway 35
Jefferson, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2562961 10 Highway 35
Jersey City I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2935352 10 Highway 35
Jersey City II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3016528 10 Highway 35
Jersey City III, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Kings NJ 22-2601064 10 Highway 35
Grant I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2572443 10 Highway 35
Klockner Farms, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at La CA 22-3303807 10 Highway 35
Terraza, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at La CA 22-3369099 10 Highway 35
Trovata, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2618178 10 Highway 35
Lakewood, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3638073 10 Highway 35
Lawrence V, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2571403 10 Highway 35
Lawrence Square, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Locust NJ 22-3359254 10 Highway 35
Grove I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lower PA 22-3602924 10 Highway 35
Saucon II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lower PA 22-2961090 10 Highway 35
Saucon, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mahwah NJ 22-2859315 10 Highway 35
II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mahwah NJ 22-3015286 10 Highway 35
IV, Inc. (Whalepond) P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mahwah NJ 22-3337896 10 Highway 35
IX, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian
at Mahwah V, Inc. NJ 22-2868663 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mahwah NJ 22-3188612 10 Highway 35
VI, Inc.(Norfolk) P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mahwah NJ 22-2592139 10 Highway 35
VII, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mahwah NJ 22-2246316 10 Highway 35
VIII, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2765935 10 Highway 35
Manalapan II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2442998 10 Highway 35
Manalapan, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2748659 10 Highway 35
Marlboro Township P.O. Box 500
II, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3467252 10 Highway 35
Marlboro Township P.O. Box 500
IV, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian of NJ 22-3791976 10 Highway 35
Marlboro Township P.O. Box 500
VI, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian of NJ 22-3791977 10 Highway 35
Marlboro Township P.O. Box 500
VII, NJ Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2847845 10 Highway 35
Marlboro, III P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3188613 10 Highway 35
Medford I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NH 22-2821914 10 Highway 35
Merrimack, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian of Metro VA 22-3583847 10 Highway 35
DC South, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2759221 10 Highway 35
Montclair NJ, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3188614 10 Highway 35
Montclair, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at PA 22-3165601 10 Highway 35
Montgomery I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2765937 10 Highway 35
Montville II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2343552 10 Highway 35
Montville, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2722766 10 Highway 35
Newark I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2885748 10 Highway 35
Newark Urban P.O. Box 500
Renewal Corporation Red Bank, New Jersey 07701
I, Inc. 732-747-7800
K. Hovnanian at NJ 22-3027957 10 Highway 35
Newark Urban P.O. Box 500
Renewal Corporation Red Bank, New Jersey 07701
IV, Inc. 732-747-7800
K. Hovnanian at NJ 22-3027960 10 Highway 35
Newark Urban P.O. Box 500
Renewal Corporation Red Bank, New Jersey 07701
V, Inc. 732-747-7800
K. Hovnanian at NJ 22-2788417 10 Highway 35
North Brunswick P.O. Box 500
II, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2892493 10 Highway 35
North Brunswick P.O. Box 500
III, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3036037 10 Highway 35
North Brunswick P.O. Box 500
IV, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NY 22-2814372 10 Highway 35
Northern P.O. Box 500
Westchester, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3336696 10 Highway 35
Northlake, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3565732 10 Highway 35
Ocean Walk, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3583840 10 Highway 35
P.C. Properties, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3253530 10 Highway 35
Park Ridge, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at FL 22-2636392 10 Highway 35
Pasco I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at FL 22-2790300 10 Highway 35
Pasco II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NY 22-2718071 10 Highway 35
Peekskill, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at FL 22-3273708 10 Highway 35
Pembroke Shores, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at PA 22-3094743 10 Highway 35
Perkiomen I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at PA 22-3301197 10 Highway 35
Perkiomen II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3065323 10 Highway 35
Plainsboro I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2790297 10 Highway 35
Plainsboro II,Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3027955 10 Highway 35
Plainsboro III, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Polo FL 22-3284165 10 Highway 35
Trace, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Port NJ 22-3450185 10 Highway 35
Imperial North, Inc. P.O. Box 500
Red Bank, New Jersey 07701
K. Hovnanian Properties NJ 22-2593811 10 Highway 35
of East Brunswick P.O. Box 500
II, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3322125 10 Highway 35
Princeton, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3369102 10 Highway 35
Rancho P.O. Box 500
Christianitos, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3326386 10 Highway 35
Raritan I, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3085521 10 Highway 35
Readington II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2510587 10 Highway 35
Reservoir Ridge, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3199603 10 Highway 35
River Oaks, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3493454 10 Highway 35
San Sevaine, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3547806 10 Highway 35
Saratoga, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3464496 10 Highway 35
Scotch Plains II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2380821 10 Highway 35
Scotch Plains, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at MD 22-3331047 10 Highway 35
Seneca Crossing, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3418731 10 Highway 35
Smithville, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2776387 10 Highway 35
Smithville III, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2998840 10 Highway 35
Somerset VIII, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at South NJ 22-2458485 10 Highway 35
Brunswick II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at South NJ 22-2652530 10 Highway 35
Brunswick III, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at South NJ 22-2859309 10 Highway 35
Brunswick IV, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at South NJ 22-2937570 10 Highway 35
Brunswick V, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at South NJ 22-3039668 10 Highway 35
Brunswick, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Spring NJ 22-3192909 10 Highway 35
Ridge, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Stone CA 22-3512641 10 Highway 35
Canyon, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3582033 10 Highway 35
Stonegate, Inc. P.O. Box 500
(a CA Corporation) Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3481223 10 Highway 35
Stonegate, Inc. P.O. Box 500
(a VA Corporation) Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-2758195 10 Highway 35
Stony Point, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Stuart VA 22-3312918 10 Highway 35
Road, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Sully VA 22-3188746 10 Highway 35
Station, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3583842 10 Highway 35
Summerwood, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 33-0890768 10 Highway 35
Sunsets, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3493456 10 Highway 35
Sycamore, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3396608 10 Highway 35
Tannery Hill, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-1841019 10 Highway 35
The Bluff, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3406664 10 Highway 35
The Cedars, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3618411 10 Highway 35
The Glen, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at the NJ 22-2934223 10 Highway 35
Reserve at P.O. Box 500
Medford, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at PA 22-3462983 10 Highway 35
Thornbury, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3351875 10 Highway 35
Tierrasanta, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NY 22-3516266 10 Highway 35
Tuxedo, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian of NJ 22-3027952 10 Highway 35
Union Township P.O. Box 500
I, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3415873 10 Highway 35
Upper Freehold P.O. Box 500
Township I, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at PA 22-3302321 10 Highway 35
Upper Makefield P.O. Box 500
I, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at PA 22-3188608 10 Highway 35
Upper Merion, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Vail CA 22-3320537 10 Highway 35
Ranch, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3252533 10 Highway 35
Valleybrook II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3057022 10 Highway 35
Valleybrook, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wall NJ 22-2422378 10 Highway 35
Township II, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wall NJ 22-2262938 10 Highway 35
Township IV, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wall NJ 22-2859303 10 Highway 35
Township VI, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wall NJ 22-3434644 10 Highway 35
Township VII, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wall NJ 22-3434643 10 Highway 35
Township VIII, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wall NJ 22-2442914 10 Highway 35
Township, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NY 22-2717887 10 Highway 35
Washingtonville, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wayne NJ 22-2607669 10 Highway 35
III, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wayne NJ 22-2406468 10 Highway 35
IV, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wayne NJ 22-2790299 10 Highway 35
V, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wayne NJ 22-3367624 10 Highway 35
VI, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wayne NJ 22-3464498 10 Highway 35
VII, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at West NJ 22-2820279 10 Highway 35
Orange, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-3312525 10 Highway 35
Wildrose, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at FL 22-3219184 10 Highway 35
Winston Trails, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 52-1785667 10 Highway 35
Woodmont, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian DE 22-2627859 10 Highway 35
Aviation, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies NJ 22-2445216 10 Highway 35
Northeast, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies CA 22-3301757 10 Highway 35
of California, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies FL 22-2349530 10 Highway 35
of Florida, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies MD 22-3331050 10 Highway 35
of Maryland, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies VA 22-3169584 10 Highway 35
of Metro Washington, P.O. Box 500
Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies NY 22-2618171 10 Highway 35
of New York, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies NC 22-2765939 10 Highway 35
of North Carolina, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies PA 22-2390174 10 Highway 35
of Pennsylvania, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies CA 22-3493449 10 Highway 35
of Southern California, P.O. Box 500
Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian NJ 22-3406668 10 Highway 35
Construction P.O. Box 500
Management, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Design CA 22-3301757 10 Highway 35
Gallery, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian CA 22-3303806 10 Highway 35
Developments of P.O. Box 500
California, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian MD 22-3331045 10 Highway 35
Developments of P.O. Box 500
Maryland, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian VA 22-3188615 10 Highway 35
Developments of P.O. Box 500
Metro Washington, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian NJ 22-2664563 10 Highway 35
Developments of P.O. Box 500
New Jersey, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian NY 22-2626492 10 Highway 35
Developments of P.O. Box 500
New York, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian TX 22-3685786 10 Highway 35
Developments of P.O. Box 500
Texas, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian NJ 22-2423583 10 Highway 35
Enterprises, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Equities, NJ 21-0735206 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Florida FL 22-318616 10 Highway 35
Division, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Investment NJ 22-2541361 10 Highway 35
Properties of New P.O. Box 500
Jersey, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Investment NJ 22-2627866 10 Highway 35
Properties, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian NJ 22-3663108 10 Highway 35
Investments, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Marine, NJ 22-3196910 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Mortgage NJ 22-2892496 10 Highway 35
USA, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Mortgage, NJ 22-1470679 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian North DE 22-3556344 10 Highway 35
Jersey Acquisitions, P.O. Box 500
L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Not an 22-3376430 10 Highway 35
Poland, SP. Z.O.O. entity P.O. Box 500
incorporated Red Bank, New Jersey 07701
or organized 732-747-7800
in the United
States
K. Hovnanian NJ 22-3027956 10 Highway 35
Port Imperial P.O. Box 500
Urban Renewal, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian NJ 22-2593811 10 Highway 35
Properties of East P.O. Box 500
Brunswick, II, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties NJ 22-2869319 10 Highway 35
of Franklin, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties NJ 22-2380821 10 Highway 35
of Hamilton, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties FL 22-2360970 10 Highway 35
of Lake Worth, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties NJ 22-3406661 10 Highway 35
of NB Theatre, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties NJ 22-3017267 10 Highway 35
of Newark Urban Renewal P.O. Box 500
Corporation, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties NJ 22-3002434 10 Highway 35
of North P.O. Box 500
Brunswich II, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties NJ 22-2057907 10 Highway 35
of North Brunswick P.O. Box 500
V, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties NJ 22-3360859 10 Highway 35
of North P.O. Box 500
Center Drive, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties NJ 22-2859305 10 Highway 35
of Piscataway, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties NJ 22-3092532 10 Highway 35
of Red Bank, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties NJ 22-3219172 10 Highway 35
of Route 35, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties NJ 22-3244134 10 Highway 35
of Wall, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Real NJ 22-1945444 10 Highway 35
Estate Investment, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Real FL 65-0215569 10 Highway 35
Estate of Florida, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian FL 22-3331675 10 Highway 35
Southeast Florida, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian FL 22-3331674 10 Highway 35
Southeast Region, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Four FL 22-3618584 10 Highway 35
Seasons of P.O. Box 500
the Palm Beaches, Inc. Red Bank, New Jersey 07701
732-747-7800
KHC Acquisition, Inc. CA 22-3303802 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
KHL, Inc. DE 22-2504325 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Kings Grant Evesham NJ 22-2445215 10 Highway 35
Corp. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Landarama, Inc. NJ 22-1978612 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford DE 22-3386728 10 Highway 35
of Delaware, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Minerva Group, Inc. NJ 22-2652839 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Molly Pitcher NJ 22-2577062 10 Highway 35
Construction Co., Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
New Fortis Mortgage, NC 56-1520482 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
New K. Hovnanian FL 58-2003324 10 Highway 35
Developments of P.O. Box 500
Florida, Inc. Red Bank, New Jersey 07701
732-747-7800
Park Village Realty, NJ 22-3146498 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Parthenon Group, Inc. NJ 22-2748658 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Pine Brook Co., Inc. NJ 22-1762833 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Preston Grande Homes, NC 56-2138108 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Que Corporation MD 52-1723878 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Reflections of You TX 75-1967894 10 Highway 35
Interiors, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Stonebrook Homes, Inc. CA 33-0553884 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
The Matzel & Mumford NJ 22-3670677 10 Highway 35
Organization, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
The New Fortis NC 56-1458833 10 Highway 35
Corporation P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
The Southampton MD 52-0881406 10 Highway 35
Corporation P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Tropical Service FL 59-1426699 10 Highway 35
Builders, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Washington Homes DE Inactive 10 Highway 35
of Delaware, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Washington Homes of WV 54-1860514 10 Highway 35
West Virginia, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Washington Homes, DE 22-3774737 10 Highway 35
Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Washington Homes, Inc. VA 52-0898765 10 Highway 35
of Virginia P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Westminster Homes NC 52-1970973 10 Highway 35
(Charlotte), Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Westminster Homes TN 52-1973363 10 Highway 35
of Tennessee, Inc. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Westminster Homes, Inc. NC 52-1874680 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
WH Land I, Inc. MD 52-2073468 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
WH Land II, Inc. MD 52-1887626 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
WH Properties, Inc. MD 52-1955560 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Arbor West, L.L.C. MD 52-19555560 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Heritage Pines, L.L.C. NC 56-2113600 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Arbor CA 33-0890775 10 Highway 35
Heights, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at MD 22-3681031 10 Highway 35
Ashburn Village, P.O. Box 500
L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3804316 10 Highway 35
Barnegat I, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3644632 10 Highway 35
Berkeley, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3618587 10 Highway 35
Bernards V, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at MD 22-3688865 10 Highway 35
Blooms Crossing, P.O. Box 500
L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Blue NJ 22-3630449 10 Highway 35
Heron Pines, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3683842 10 Highway 35
Brenbrooke, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 52-2147831 10 Highway 35
Carmel Village, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Cedar NJ 22-3818491 10 Highway 35
Grove III, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3618347 10 Highway 35
Chester I, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3655976 10 Highway 35
Clifton, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at MD 22-3757772 10 Highway 35
Columbia Town P.O. Box 500
Center, L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3814347 10 Highway 35
Cranbury, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3776466 10 Highway 35
Curries Woods, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 33-0890770 10 Highway 35
Encinitas Ranch, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3653007 10 Highway 35
Guttenberg, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3795544 10 Highway 35
Hamburg, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3814175 10 Highway 35
Hamburg Contractors, P.O. Box 500
L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3630450 10 Highway 35
Jackson, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3655974 10 Highway 35
Jersey City IV, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at MD 22-3668315 10 Highway 35
Kent Island, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at MD 22-3664456 10 Highway 35
Kincaid, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at King MD 22-3647924 10 Highway 35
Farm, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3658926 10 Highway 35
LaFayette Estates, P.O. Box 500
L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lake VA 22-3778537 10 Highway 35
Ridge Crossing, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lake VA 22-3647920 10 Highway 35
Terrapin, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3638073 10 Highway 35
Lawrence V, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3663731 10 Highway 35
Linwood, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Little NJ 22-3795535 10 Highway 35
Egg Harbor, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Little NJ Applied For 10 Highway 35
Egg Harbor Contractors, P.O. Box 500
L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lower PA 22-3785544 10 Highway 35
Moreland I, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lower PA 22-3785539 10 Highway 35
Moreland II, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lower PA 22-3602924 10 Highway 35
Saucon II, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3556345 10 Highway 35
Mansfield I, LLC P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3556346 10 Highway 35
Mansfield II, LLC P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3683839 10 Highway 35
Mansfield III, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3802594 10 Highway 35
Marlboro Township P.O. Box 500
VIII, L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3791976 10 Highway 35
Marlboro VI, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3791977 10 Highway 35
Marlboro VII, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 52-2147832 10 Highway 35
Menifee, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3630452 10 Highway 35
Middletown, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mt. NJ 22-3813043 10 Highway 35
Olive Township, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3627814 10 Highway 35
North Brunswick P.O. Box 500
VI, L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3770598 10 Highway 35
North Haledon, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3785527 10 Highway 35
Northampton, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3665826 10 Highway 35
Northfield, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at TX 33-0890774 10 Highway 35
Pacific Bluffs, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3687884 10 Highway 35
Paramus, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 33-0896285 10 Highway 35
Park Lane, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at VA 22-3647925 10 Highway 35
Prince William, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 33-0890773 10 Highway 35
Rancho Santa P.O. Box 500
Margarita, L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 33-0890777 10 Highway 35
Riverbend, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at MD 22-3756336 10 Highway 35
Roderuck, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 22-2147833 10 Highway 35
Rowland Heights, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3663105 10 Highway 35
Sayreville, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3655682 10 Highway 35
South Amboy, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at MD 22-3688868 10 Highway 35
South Bank, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at MD 22-3688864 10 Highway 35
Spring Hill Road, P.O. Box 500
L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at MD 33-0890768 10 Highway 35
St. Margarets, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 33-0890769 10 Highway 35
Sunsets, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at the NC 22-3655975 10 Highway 35
Gables, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3666680 10 Highway 35
Upper Freehold P.O. Box 500
Township I, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3626037 10 Highway 35
Upper Freehold P.O. Box 500
Township II, Inc. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3743403 10 Highway 35
Wanaque, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3618348 10 Highway 35
Washington, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3618242 10 Highway 35
Wayne VIII, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 22-3709105 10 Highway 35
West Milford, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at NJ 52-2147836 10 Highway 35
West Windsor, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at MD 22-3556343 10 Highway 35
Willow Brook, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at CA 52-2147836 10 Highway 35
Winchester, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Central DE 22-3556343 10 Highway 35
Acquisitions, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies MD 22-3683159 10 Highway 35
of Metro D.C. P.O. Box 500
North, L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian North DE 22-3554986 10 Highway 35
Central Acquisitions, P.O. Box 500
L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian North DE 22-3556344 10 Highway 35
Jersey Acquisitions, P.O. Box 500
L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Shore DE 22-3556342 10 Highway 35
Acquisitions, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian South DE 22-3556341 10 Highway 35
Jersey Acquisition, P.O. Box 500
L.L.C. Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Four CA 52-2147837 10 Highway 35
Seasons, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Private NJ 22-3766856 10 Highway 35
Home Portfolio, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Kings Court at NJ Applied For 10 Highway 35
Montgomery, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Kings Crossing at NJ 22-3468988 10 Highway 35
Montgomery, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Knox Creek, L.L.C. NJ 62-1808932 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Apple Ridge, NJ Applied For 10 Highway 35
L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Brookhill, NJ Applied For 10 Highway 35
L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Heritage NJ Applied For 10 Highway 35
Woods, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at the Highlands, NJ Applied For 10 Highway 35
L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
McKinley Court, L.L.C. NJ Applied For 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Morristown, NJ Applied For 10 Highway 35
L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Roosevelt, NJ Applied For 10 Highway 35
L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Sheridan, NJ Applied For 10 Highway 35
L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Sparta, L.L.C. NJ Applied For 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Spinnaker NJ Applied For 10 Highway 35
Pointe, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Spruce Hollow, NJ Applied For 10 Highway 35
L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Spruce Meadows, NJ Applied For 10 Highway 35
L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Spruce Run, NJ Applied For 10 Highway 35
L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford NJ 22-3526713 10 Highway 35
at Apple Ridge P.O. Box 500
II, L.L.C. Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at NJ 22-3420654 10 Highway 35
Basking Ridge, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at NJ 22-3569945 10 Highway 35
Cranbury Knoll, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at NJ 22-3468991 10 Highway 35
Freehold, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at NJ 22-3575932 10 Highway 35
Heritage Landing, P.O. Box 500
L.L.C. Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at NJ 22-3500542 10 Highway 35
Montgomery, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at NJ 22-3619267 10 Highway 35
Phillipsburg, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at NJ 22-3445832 10 Highway 35
Piscataway, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at NJ 22-345834 10 Highway 35
South Brunswick, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford NJ 22-3394132 10 Highway 35
at Tewksbury, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at NJ 22-3434254 10 Highway 35
West Windsor, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at NJ 22-3349820 10 Highway 35
White Oak Estates, P.O. Box 500
L.L.C. Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at NJ 22-3434256 10 Highway 35
Willows Pond, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at NJ 22-3575934 10 Highway 35
Woodland Crest, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Monticello Woods, MS 62-1811038 10 Highway 35
L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
New Homebuyers VA 54-1781635 10 Highway 35
Title Co. P.O. Box 500
(Virginia) L.L.C. Red Bank, New Jersey 07701
732-747-7800
New Homebuyers Title MD 52-1932728 10 Highway 35
Company, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Shadow Creek, L.L.C. AL 62-1808935 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Section 14 of the NJ 22-3330375 10 Highway 35
Hills, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
The Landings at NJ Applied For 10 Highway 35
Spinnaker Pointe, P.O. Box 500
L.L.C. Red Bank, New Jersey 07701
732-747-7800
Title Group II, L.L.C. TN 62-1808935 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Town Homes at NJ 22-3666795 10 Highway 35
Montgomery, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Westminster Homes MD 63-1222540 10 Highway 35
of Alabama, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Westminster Homes of MD 64-0907820 10 Highway 35
Mississippi, L.L.C. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Westwood Hills, L.L.C. AL 62-1808934 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
WH/PR Land Co., L.L.C. DE 52-1959291 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Athena Portfolio DE 13-3763651 10 Highway 35
Investors, L.P. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Beacon Manor NJ 22-3358382 10 Highway 35
Associates, L.P. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Galleria Mortgage, L.P. TX 75-2801961 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Goodman Family TX 75-2653675 10 Highway 35
Builders, L.P. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Goodman Mortgage TX 75-2801067 10 Highway 35
Investors, L.P. P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M Investments, L.P. NJ 22-3685183 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Parkway Development NC 56-1536568 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Sovereign Group, L.P. NJ 22-2661796 10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Washabama, L.P. AL 63-1231207 10 Highway 35
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 Statestate in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such State.state.
Subject to Completion, dated November 8, 1999August 28, 2001
PROSPECTUS
$376,000,000
Hovnanian Enterprises, Inc.
761,905Preferred Stock
Class A Common Stock
Warrants to Purchase Preferred Stock
Warrants to Purchase Class A Common Stock
Debt Securities
Warrants to Purchase Debt Securities
Stock Purchase Contracts
Stock Purchase Units
K. Hovnanian Enterprises, Inc.
Guaranteed Debt Securities
Guaranteed Warrants to Purchase Debt Securities
7,643,312 Shares
Hovnanian Enterprises, Inc.
--------------------
Class A Common Stock
--------------------
We, Hovnanian Enterprises, Inc., may offer and sell from time to time, in one
or more series:
o our Preferred Stock
o our Class A Common Stock
o our unsecured debt securities consisting of notes, debentures
or other evidences of indebtedness which may be our senior debt
securities, senior subordinated debt securities or subordinated
debt securities,
o warrants to purchase our Preferred Stock, our Class A Common Stock
or our debt securities,
o our Stock Purchase Contracts; and
o our Stock Purchase Units,
or any combination of the these securities.
Our wholly-owned subsidiary, K. Hovnanian Enterprises, Inc., may offer
and sell from time to time, in one or more series:
o its unsecured senior debt securities, senior subordinated debt
securities or subordinated debt securities, which in each case will
be fully and unconditionally guaranteed by us, and
o warrants to purchase K. Hovnanian debt securities, which will be
fully and unconditionally guaranteed by us,
or any combination of these securities.
Our debt securities or warrants or the debt securities or warrants issued
by K. Hovnanian Enterprises may be guaranteed by substantially all of our
wholly-owned subsidiaries.
We or certain of our shareholders may offer and sell from time to time an
aggregate of 7,643,312 shares of Class A Common Stock.
The Preferred Stock,
-------------------------
All of the Class A common stock offered herebyCommon Stock, other than any sold by any
selling shareholders, and debt securities and warrants of Hovnanian or K.
Hovnanian may be offered at an aggregate initial offering price not to exceed
$376,000,000 at prices and on terms to be determined at or prior to the time
of sale.
We will provide more specific information about the terms of an offering
of any of these securities in supplements to this prospectus. The securities
may be sold directly by us, K. Hovnanian or selling shareholders to investors,
through agents designated from time to time by and for the accountor to or through underwriters or
dealers. If any agents of theHovnanian, K. Hovnanian or selling shareholders namedor
any underwriters are involved 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 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 thingsany securities, the names of such
brokersagents or underwriters and dealers, the number of shares involved, the price at which such
shares are being sold and theany applicable commissions paid or the discounts will be
described in a supplement to this prospectus.
This investment involves risk. See "Risk Factors" beginning on page 4.
These securities have not been approved 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 November 5, 1999, the closing price of the shares
was $ 6.625 per share.
Neitherdisapproved by the Securities and
Exchange Commission noror any state securities commission has approved or disapproved of these securities ornor have those
organizations determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
---------------------------------------------
The date of this Prospectus is August , 1999.
-1-2001
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS...................................................3
AVAILABLE INFORMATION........................................................3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................3
THE COMPANY..................................................................4
RISK FACTORS.................................................................4
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS...............................................8
USE OF PROCEEDS..............................................................9
SELLING SHAREHOLDERS.........................................................9
DESCRIPTION OF DEBT SECURITIES..............................................11
DESCRIPTION OF CAPITAL STOCK................................................23
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS............25
DESCRIPTION OF WARRANTS.....................................................26
PLAN OF DISTRIBUTION........................................................27
LEGAL MATTERS...............................................................27
EXPERTS.....................................................................27
2
In this document, "we", "us" or "our" refers to both Hovnanian and K.
Hovnanian.
FORWARD-LOOKING STATEMENTS
All statements in this registration statement, this prospectus and the
information incorporated by reference, including the financial statements and
their accompanying notes, that are not historical facts should be considered
as "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements involve known and unknown
risks, uncertainties and other factors that may cause actual results to differ
materially. Such risks, uncertainties and other factors include, but are not
limited to, changes in general economic conditions, fluctuations in interest
rates, increases in raw materials and labor costs, levels of competition and
other facts described in detail in our form 10-K for the year ended October
31, 2000. See the section "Risk Factors" beginning on page 4.
AVAILABLE INFORMATION
We have filed with the Securities and Exchange Commission, the
"Commission", a registration statement on Form S-3. This prospectus, which
forms part of the registration statement, does not have all the information
contained in the registration statement. Statements in this prospectus as to
the contents of any contract or other document are not necessarily complete,
and, where a contract or other document is an exhibit to the registration
statement, or was previously filed with the Commission and is now incorporated
by reference, each statement is qualified in all respects by the provision in
the exhibit to which reference is hereby made. A copy of the registration
statement may be inspected by anyone without charge at the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies
of all or any part of the registration statement may be obtained from the
Commission upon payment of certain fees prescribed by the Commission.
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,Commission. You may read and copy any reports, proxy statements and
other information filed by us may be inspected and copied at the public
reference facilities maintained by the SEC,Commission's Public Reference Room at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Judiciary
Plaza, Room 1024, Washington, D.C. 20549;20549, and at its
regional offices of the SEClocated at the Citicorp Center, 500 West Madison Suite 1400,Street, 14th Floor, Chicago,
Illinois 60661 and at 7 World Trade Center, Suite 1300, New York, New York 10048.
The public may obtain information on the operation of the Public Reference
Room by calling the Commission at 1-800-SEC-0330. Copies of suchthis material mayalso
can be obtained by mail from the Public Reference Section of the SECCommission,
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at the prescribed rates. Such material mayThe Commission 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 Internetwebsite that contains
reports, proxy and information statements and other information regarding registrants that file
electronically with the SEC.information. The website
address of such site isis: http://www.sec.gov. As permitted byHovnanian's Class A Common Stock is listed on
the rulesNew York Stock Exchange, and regulationsreports, proxy statements and other
information also can be inspected at the offices of the Commission, this
Prospectus omits certain information contained in the registration statement
on Form S-3 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.New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We hereby incorporate by reference in this prospectusHovnanian has filed the following documents previously filed with the Commission pursuant to the Securities
Exchange Act of 1934:
. The Company'sand these
documents are incorporated herein by reference:
o Annual Report on Form 10-K for the fiscal year ended October 31,
1998;
. The Company's2000, Registration File No. 1-8551,
o Current Reports on Form 8-K filed December 15, 2000 and February 7,
2001, Registration File Nos. 1-8551,
o the description of the Class A Common Stock, par value $.01 per
share, of Hovnanian set forth in Hovnanian's Registration Statement
of Form 8-A filed March 13, 2001 and any amendment or report filed
for the purpose of updating any such description; and
o Quarterly Reports on Form 10-Q for the quarters ended January 31,
1999,2001 and April 30, 1999 and July 31,
1999; and
. The description of the Company's capital stock contained in
the Company's2001, Registration Statement on Form 8-A dated
August 23, 1983 incorporating by reference the "Description
of Securities" in the Company's Registration Statement on
Form S-1 Registration No. 2-85198 with respect to the
registration of the Class A common stock.
Each documentFile Nos. 1-8551.
All documents filed by the CompanyHovnanian pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act subsequent to the date of this Prospectusprospectus and prior
to the termination of the offering of the Class A common
stock pursuant hereto shall be deemedmade by this prospectus are to be
incorporated herein by reference in this
Prospectus and to be a part of this Prospectus from the date of filing of
such document.reference. Any statement contained in this Prospectus or in a document
-2-
incorporated or deemed to be incorporated by reference in this Prospectusherein shall be deemed
to be modified or superseded for purposes of the Registration
Statement and this Prospectusprospectus to the extent
that a statement contained in
this Prospectusherein or in any other subsequently filed document
thatwhich also is incorporated or is deemed to be incorporated by reference in this Prospectusherein
modifies or supersedes suchthat statement. Any such statement so modified or superseded
shallwill not be deemed, except as so modified or superseded, to constitute a part
of the Registration Statement or this Prospectus.
Weprospectus.
3
Hovnanian will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectusprospectus is delivered, upon the
written or oral request of any suchthat person, a copy of any or all of the
documents that areinformation incorporated by reference in this Prospectus but not delivered
with this Prospectus, other than exhibits to such documents (unless suchinformation, unless the
exhibits are specifically incorporated by reference into such documents).the information that
this prospectus incorporates. Requests for copies 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(telephone: (732) 747-7800.
-3-
747-7800).
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 (primarilyprimarily in New Jersey, southern New York
state, and eastern Pennsylvania),Pennsylvania, North Carolina, Metro D.C., which includes
northern Virginia and Maryland, southern California, southeastern Florida,Texas, Tennessee, Alabama
and Poland.Mississippi and provide mortgage banking and title insurance activities.
We market our homes to first-time buyers, first-first-time and second-time move-up
buyers, luxury buyers, and active adult buyers and empty nesters. We offer a
variety of home styles 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. HovnanianThe Company 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.
K. Hovnanian was incorporated in New Jersey in November 1982, as an
indirect wholly-owned consolidated subsidiary of Hovnanian. K. Hovnanian
functions as a management company for the operating subsidiaries of Hovnanian
and borrows funds that it lends to those subsidiaries. K. Hovnanian has
essentially no independent operations and generates no operating revenues. K.
Hovnanian's principal executive offices are located at 10 Highway 35, P.O. Box
500, Red Bank, New Jersey 07701, and its telephone number is (732) 747-7800.
RISK FACTORS
Our substantial leverage places burdens on our ability to comply with the
terms of our indebtedness, may restrict our ability to operate and may prevent
us from fulfilling our obligations.
We have a significant amount of debt. As of April 30, 2001, our
consolidated debt was $536,619,000, excluding Financial Services debt and
Collateralized Mortgage Financing. The amount of our debt could have important
consequences to you. For example, it could:
o limit our ability to obtain future financing for working capital,
capital expenditures, acquisitions, debt service requirements or
other requirements;
o require us to dedicate a substantial portion of our cash flow from
operations to the payment on our debt and reduce our ability to use
our cash flow for other purposes;
o limit our flexibility in planning for, or reacting to, changes in
our business;
o place us at a competitive disadvantage because we have more debt
than some of our competitors; and
o make us more vulnerable in the event of a downturn in our business
or in 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 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 facilities 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 facilities in
an amount sufficient to enable us to pay our debt service obligations or to
fund our other liquidity needs. 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.
The indentures governing the debt securities offered hereby and our other
outstanding debt and our revolving credit facilities impose restrictions on
our operations and activities. The most significant restrictions relate to
debt incurrence, sales of
4
assets and cash distributions by us and require us to comply with certain
financial covenants listed in those debt and revolving credit facilities. If
we fail to comply with any of those restrictions or covenants, the trustees or
the banks, as appropriate, could cause our debt to become due and payable
prior to maturity.
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 and could result
in cancellation of sales contracts.
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:
o employment levels and job growth;
o availability of financing for home buyers;
o interest rates;
o consumer confidence; and
o housing demand.
An oversupply of alternatives to new homes, such as rental properties and
used homes, could depress prices and reduce margins for the sale of new homes.
Weather conditions and natural disasters such as hurricanes, tornadoes,
earthquakes, floods and fires, can harm the local homebuilding business.
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.
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 our control, including the risk of competitive over-bidding on land or
lots and restrictive governmental regulation. Should suitable land or lots
become less available, the number of homes we may be able to build and sell
would be reduced, which would reduce revenue and profits.
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. Inventory carrying costs can be significant and can
result in losses from a poorly performing project or market.
Home prices and sales activity in the Northeast and mid-Atlantic 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
Northeast and mid-Atlantic markets. Home prices and sales activity in the
Northeast and mid-Atlantic, including in some of the markets in which we
operate, have declined from time to time, particularly as a result of slow
economic growth. 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 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.
5
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.
In addition, we believe that the availability of FNMA, FHLMC, FHA and VA
mortgage 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.
Homebuilders are subject to a number of federal, local, state and foreign laws
and regulations concerning the development of land, the homebuilding process
and protection of the environment, which can cause us to incur delays, costs
associated with compliance and prohibit or restrict activity in some regions
or areas.
We are subject to extensive and complex regulations that affect the
development of land and the homebuilding process, including zoning, density
and building standards. These regulations often provide broad discretion to
the administering governmental authorities. This can delay or increase the
cost of development or homebuilding.
We are also 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 site's 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 in certain environmentally sensitive regions or areas.
It can be anticipated 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.
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. In addition, resales of
homes and the availability of rental housing provide additional competition.
Our competitors include other local, regional and national homebuilders, some
of which have greater sales and financial resources.
These competitive conditions in the homebuilding industry could result
in:
o difficulty in acquiring suitable land at acceptable prices;
o increased selling incentives;
o lower sales; or
o delays in construction.
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 will be
required to seek additional capital, whether from sales of equity or borrowing
more 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 contain provisions that may restrict the debt
6
we may incur 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.
Our future growth may include additional acquisitions that may not be
successfully integrated and may not achieve expected benefits.
Although we have not recently announced any acquisitions or mergers
(other than the Washington Homes merger, which closed on January 23, 2001) in
the future we may acquire other businesses. As a result of these acquisitions,
we may need to integrate product lines, dispersed operations and distinct
corporate cultures. Future 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 future acquisitions. Our
failure to successfully manage future acquisitions could harm our operating
results.
An active trading market may not develop for the securities offered hereby.
The securities offered hereby, other than the Class A Common Stock, will
be a new issue of securities and when offered, there may not be an active
public trading market for them. We do not intend to apply for listing of the
securities offered hereby on a security exchange, however, the Class A Common
Stock is already traded on the New York Stock Exchange. The liquidity of the
trading market in the securities offered hereby, and the market prices quoted
for these securities, may be adversely affected by changes in the overall
market for these types of securities and by changes in our financial
performance or prospects or in the prospects for companies in our industry
generally. As a consequence, when issued, an active trading market may not
develop for the securities offered hereby, other than the Class A Common
Stock, you might not be able to sell your securities, other than the Class A
Common Stock, or, even if you can sell your securities, you might not be able
to sell them at an acceptable price.
Federal and state laws allow courts, under specific circumstances, to void
guarantees and to require you to return payments received from guarantors.
The debt securities of Hovnainan offered hereby may be guaranteed by, and
the debt securities of K. Hovnanian offered hereby may be further guaranteed
by, the subsidiaries of Hovnanian. Although you may be direct creditors of any
guarantors by virtue of any guarantee, existing or future creditors of any
guarantor could avoid or subordinate that guarantor's guarantee under the
fraudulent conveyance laws if they were successful in establishing that:
7
o the guarantee was incurred with fraudulent intent; or
o the guarnator did not receive fair consideration or reasonably
equivalent value for issuing its guarantee and
o was insolvent at the time of the guarantee;
o was rendered insolvent by reason of the guarantee;
o was engaged in a business or transaction for which its assets
constituted unreasonably small capital to carry on its
business; or
o intended to incur, or believed that it would incur, debt beyond
its ability to pay such debt as it matured.
The measurers 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
court. Generally, however, a company would be considered insolvent for
purposes of the above if:
o the sum of the company's debts, including contingent, unliquidated
and unmatured liabilities, is greater than all of that company's
property at a fair valuation, or
o if the present fair saleable value of the company's 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.
RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
For purposes of computing the ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred dividends, earnings consist
of earnings (loss) from continuing operations before income taxes, minority
interest, extraordinary items and cumulative effect of accounting changes,
plus fixed charges, which consist of interest charges and preferred share
dividend requirements of subsidiaries, adjusted to a pretax basis, less
interest capitalized, less preferred share dividend requirements of
subsidiaries adjusted to a pretax basis and less undistributed earnings of
affiliates whose debt is not guaranteed by Hovnanian.
The following table sets forth the ratios of earnings to fixed charges
and earnings to combined fixed charges and preferred dividends for Hovnanian
for the periods indicated:
Six Months
Ended
April 30, Years Ended October 31,
---------- ----------------------------------------------------------
2001 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ----
Ratio of earnings to fixed 2.3 2.2 3.0 2.5 (a) 1.6
charges....................
Ratio of earnings to
combined fixed charges and 2.3 2.2 3.0 2.5 (a) 1.6
preferred stock dividends..
(a) No ratio is presented for the year ended October 31, 1997 as the
earnings for such period were insufficient to cover fixed charges by
$9,197,000.
8
USE OF PROCEEDS
We will not receive any ofUnless otherwise provided in the applicable prospectus supplement, the
net proceeds from the sale of the securities offered by this prospectus and
each prospectus supplement, the "offered securities", will be used for general
corporate purposes, which may include working capital needs, the refinancing
of existing indebtedness, expansion of the business and acquisitions.
Hovnanian will not receive any net proceeds from the sale of any shares of
Class A Common Stock offered by the Selling Shareholders.
SELLING SHAREHOLDERS
Some or all of the shares of Class A Common Stock of Hovnanian being
offered pursuant to this prospectus may be offered by selling shareholders.
SELLING SHAREHOLDERS
TheIdentification of any selling shareholders listed below received shares as partwill be made in the applicable
prospectus supplement. The potential selling shareholders include Kevork S.
Hovnanian, Chairman of the consideration in connection with our acquisitionBoard and Director of Goodman FamilyHovnanian and, until July
1997, Chief Executive Officer of Builders LP, a Texas limited partnership, Goodman Mortgage Investors LP, a
Texas limited partnership, Hexter Fair Land Title Company I,Hovnanian, Ara K. Hovnanian, President and
Director of Hovnanian and, since July 1997, Chief Executive Officer of
Hovnanian, Geaton A. DeCesaris, Jr., until January 2001, Director and Chief
Operating Officer and President of Homebuilding Operations of Washington
Homes, Inc., a Texas
corporation that merged with and Reflectionsinto a wholly owned subsidiary
of You Interiors, Inc.Hovnanian in January 2001, and, since January 2001, Director of Hovnanian
and Chief Operating Officer and President of Homebuilding Operations of K.
Hovnanian, Geaton A. DeCesaris, Sr., a Texas corporation
(together,until January 2001, Director and Chairman
Emeritus of the "Companies").Board of Directors of Washington Homes, and Anthony Hugo
DeCesaris, until January 2001, Vice President and Maryland Division President
for Washington Homes and, since January 2001, Vice President and Maryland
Division President of Hovnanian.
The following table statessets forth as of June 30, 2001, the number of shares of our outstanding Class A common stock thatCommon
Stock and Class B Common Stock of the selling shareholders own resulting from
payments made in ourHovnanian beneficially owned by each
potential Selling Shareholder. The amount, if any, of Class A common stock in connection with our acquisition
ofCommon Stock to
be offered by the Companies, the number of such shares that may be sold for the account
of the selling shareholders,Selling Shareholders and the numberamount and percentage of shares that willClass
A Common Stock to be owned by the selling shareholders assumingSelling Shareholders following such offering
will be disclosed in the sale of all the shares offered hereby.
-4-
applicable prospectus supplement.
Number of Number of Shares
Shares of Class A Common Stock Class B Common Stock
-------------------- --------------------
Amount and Amount and
Nature of Class A
NumberNature of
SharesBeneficial Percent of Class A common stock to common stock
Selling Shareholder common stock Owned be Sold Owned After SaleBeneficial Percent of
Ownership(1)(2) Class(3) Ownership(1)(2) Class(3)
GFOB Ltd. 495,238 495,238 0
JRR Goodman Ltd. 190,476 190,476 0
Jon Goodman 76,191 76,191 0
---------- ---------- ---------
Total
Kevork S. Hovnanian(4)(6).......................... 5,490,887 26.2% 5,843,837 78.1%
Ara K. Hovnanian(5)................................ 1,422,707 6.8% 1,121,596 15.0%
Geaton A. DeCesaris, Jr.(7)(8)(9) ................. 1,262,748 6.0% ----------- -----------
Geaton A. DeCesaris, Sr. (7)(10) .................. 355,860 1.7% ----------- -----------
A. Hugo DeCesaris(7)(11) .......................... 186,309 0.9% ----------- -----------
Total............................................ 9,033,834 41.6% 6,965,433 93.1%
(1) Beneficial ownership is determined in accordance with the rules of the
Commission and generally attributes ownership to persons who have voting
or investment power with respect to the relevant securities. Shares of
Common Stock subject to options either currently exercisable or
exercisable within 60 days are deemed outstanding for computing the
percentage of the person holding such options but are not deemed
outstanding for computing the percentage of any other person. Except as
indicated by these footnotes, and subject to community property laws
where applicable, the persons named in the table have sole voting and
investment power with respect to all Class A common stock 761,905 761,905 0
========== ========== =========
IncludesCommon Stock shown as
beneficially owned by them.
(2) The figures in the table in respect of Class A common stock known by us to beCommon Stock do not
include the shares of Class B Common Stock beneficially owned by the
selling
shareholder asspecified persons, which shares of November 5, 1999 and sharesClass B Common Stock are convertible
at any time on a share for a share basis to Class A Common Stock. The
figures in the Selling
Shareholders will be entitled to purchasetable represent beneficial ownership (including ownership
of options, currently exercisable or exercisable within 60 days afterdays) and
sole voting power and sole investment power except as noted in notes (4)
through (11) below.
(3) Based upon the date hereof pursuantnumber of shares outstanding plus options for such
shareholder.
(4) Includes 167,812 shares of Class A Common Stock and 320,012 shares of
Class B Common Stock as to outstanding options.which Kevork S. Hovnanian has shared voting
power and shared investment power.
(5) Includes 35,217 shares of Class A Common Stock and 89,667 shares of
Class B Common Stock as to which Ara K. Hovnanian has shared voting power
and shared investment power.
(6) Includes 2,829,413 shares of Class B Common Stock held by the Kevork S.
Hovnanian Family Limited Partnership, a Connecticut limited partnership
(the "Limited Partnership"), beneficial ownership of which is disclaimed
by Kevork S. Hovnanian. Kevork S. Hovnanian's wife, Sirwart Hovnanian,
as trustee of the Sirwart Hovnanian 1994 Marital Trust, is the Managing
General Partner of the Limited Partnership and as such has the sole
power to vote and dispose of the Shares of Class B Common Stock held by
the Limited Partnership. Also includes 129,562 shares of Class A Common
Stock and 264,562 shares of Class B Common Stock held in trust for Mr.
Hovnanian's daughter over which Sirwart Hovnanian, as trustee, shares
with her daughter the power to dispose of and vote. In addition,
includes 18,250 shares of Class A Common Stock and 55,450 shares of
Class B Common Stock held in trust for Mr. Hovnanian's grandchildren,
over which Sirwart Hovnanian, as trustee, has sole power to dispose of
and vote and includes 20,000
9
shares of Class A Common Stock held in the name of Sirwart Hovnanian
over which she has sole power to dispose of and vote. Mr. Hovnanian
disclaims beneficial ownership of the shares described in the preceding
three sentences.
(7) Includes shares held jointly with their respective spouses, in part as
follows: Geaton A. DeCesaris, Jr. and Josephine A.
DeCesaris 942,530; Geaton A. Decsaris, Sr. and Elizabeth H. DeCesaris
52,394; A. Hugo DeCesaris and Julie P. DeCesaris 147,865.
(8) Includes 51,435 shares of Class A Common Stock held by The DeCesaris
Foundation Inc. (the "Foundation"), beneficial ownership of which is
disclaimed by Geaton A. DeCesaris, Jr. Geaton A. DeCesaris, Jr.'s wife,
Josephine A. DeCesaris, is President of the Foundation and his children
make up the board of directors.
(9) Includes 102,870 shares held by The Geaton and Josephine DeCesaris
Family Trust, 10,729 shares held by Five Queens, Inc., a subchapter S
corporation owned by Geaton A. DeCesaris, Jr.'s children and of which he
is the President and 10,286 shares held as custodian for Geaton A.
DeCesaris, Jr.'s minor children.
(10) Includes 303,466 shares held by The DeCesaris Family GRAT trust.
(11) Includes 34,969 shares held as custodian for family members.
PLAN10
DESCRIPTION OF DISTRIBUTION
We have been advisedDEBT SECURITIES
The K. Hovnanian debt securities will be unsecured senior, senior
subordinated or subordinated debt of K. Hovnanian, will be guaranteed by
Hovnanian, may be guaranteed by other subsidiaries of Hovnanian and will be
issued:
o in the case of K. Hovnanian Senior Debt Securities, under a Senior
Indenture, the "K. Hovnanian Senior Debt Indenture", among K.
Hovnanian, Hovnanian, as guarantor, and the trustee specified in the
applicable prospectus supplement;
o in the case of K. Hovnanian Senior Subordinated Debt Securities,
under a Senior Subordinated Indenture, the "K. Hovnanian Senior
Subordinated Debt Indenture", among K. Hovnanian, Hovnanian, as
guarantor, and the trustee specified in the applicable prospectus
supplement; and
o in the case of K. Hovnanian Subordinated Debt Securities, under a
Subordinated Indenture, the "K. Hovnanian Subordinated Debt
Indenture", among K. Hovnanian, Hovnanian, as guarantor, and the
trustee specified in the applicable prospectus supplement.
The K. Hovnanian Senior Debt Indenture, the K. Hovnanian Senior Subordinated
Debt Indenture and the K. Hovnanian Subordinated Debt Indenture are sometimes
referred to in this description individually as a "K. Hovnanian Indenture" and
collectively as the "K. Hovnanian Indentures".
The Hovnanian debt securities may be issued either separately, or
together with, upon conversion of or in exchange for other securities. The
Hovnanian debt securities will be unsecured senior, senior subordinated or
subordinated debt of Hovnanian, may be guaranteed by subsidiaries of Hovnanian
and will be issued:
o in the case of Hovnanian Senior Debt Securities, under a Senior
Indenture, the "Hovnanian Senior Debt Indenture", between Hovnanian
and the trustee specified in the applicable prospectus supplement;
o in the case of Hovnanian Senior Subordinated Debt Securities, under
a Senior Subordinated Indenture, the "Hovnanian Senior Subordinated
Debt Indenture", between Hovnanian and the trustee specified in the
applicable prospectus supplement; and
o in the case of Hovnanian Subordinated Debt Securities, under a
Subordinated Indenture, the "Hovnanian Subordinated Debt Indenture",
between Hovnanian and the trustee specified in the applicable
prospectus supplement.
The Hovnanian Senior Debt Indenture, The Hovnanian Senior Subordinated Debt
Indenture and the Hovnanian Subordinated Debt Indenture are sometimes referred
to in this document individually as a "Hovnanian Indenture" and collectively
as the "Hovnanian Indentures". The K. Hovnanian Senior Indenture and the
Hovnanian Senior Indenture are sometimes collectively referred to individually
as a "Senior Debt Indenture" and collectively as the "Senior Debt Indentures".
The K. Hovnanian Senior Subordinated Debt Indenture and the Hovnanian Senior
Subordinated Debt Indenture are sometimes referred to individually as a
"Senior Subordinated Debt Indenture" and collectively as the "Senior
Subordinated Debt Indentures". The K. Hovnanian Subordinated Debt Indenture
and the Hovnanian Subordinated Debt Indenture are sometimes referred to
individually as a "Subordinated Debt Indenture" and collectively as the
"Subordinated Debt Indentures". The K. Hovnanian Indentures and the Hovnanian
Indentures are sometimes referred to individually as an "Indenture" and
collectively as the "Indentures".
None of the Indentures limits the amount of debt securities that may be
issued thereunder, and the Indentures provide that the distribution of the Class
A common stock by the selling shareholdersdebt securities may be
effectedissued from time to time in one or more transactions (whichseries. The Indentures permit the
appointment of a different trustee for each series of debt securities. The
Indentures are filed as exhibits to the registration statement, of which this
prospectus is a part. The following summaries of selected provisions of the
Indentures and the debt securities do not purport to be complete, and, while
Hovnanian and K. Hovnanian believe the descriptions of the material provisions
of the Indentures and debt securities contained in this prospectus are
accurate summaries of those material provisions, these summaries are subject
to the detailed provisions of the applicable Indenture to which we refer for a
full description of those provisions, including the definition of some terms.
Section references in parentheses below are to sections in each Indenture
unless otherwise indicated. Wherever particular sections or defined terms of
the applicable Indenture are referred to, those sections or defined terms are
incorporated herein by reference as part of the statement made, and the
statement is qualified in its entirety by the reference. The Indentures are
substantially identical, except for provisions relating to Hovnanian's
guarantee
11
and to subordination. For purposes of the summaries set forth below, "issuer"
shall refer to K. Hovnanian in the case of the K. Hovnanian Debt Securities
and the K. Hovnanian Indentures and to Hovnanian in the case of the Hovnanian
Debt Securities and the Hovnanian Indentures. Obligors refers to Hovnanian in
the case of the Hovnanian Debt Securities and the Hovnanian Indentures, and K.
Hovnanian and Hovnanian, as guarantor, the "guarantor", in the case of the K.
Hovnanian Debt Securities and the K. Hovnanian Indentures.
Provisions Applicable to Senior, Senior Subordinated and Subordinated Debt
Securities
General. Hovnanian debt securities will be unsecured senior, senior
subordinated or subordinated obligations of Hovnanian and K. Hovnanian debt
securities will be unsecured senior, senior subordinated or subordinated
obligations of K. Hovnanian, except that, under specified circumstances, K.
Hovnanian may involve block transactions) (i)be released from these obligations. See "Condition for Release
of K. Hovnanian." Except as described in the applicable prospectus supplement,
none of the Indentures limits the payment of dividends by or the acquisition
of stock of Hovnanian or K. Hovnanian. Except to the extent described in any
prospectus supplement, the Indentures do not, and the debt securities will
not, contain any covenants or other provisions that are intended to afford
holders of the debt securities special protection in the event of either a
change of control of Hovnanian or a highly leveraged transaction by Hovnanian.
We refer to the prospectus supplement for the following terms of and
information relating to the debt securities being offered, the "Offered Debt
Securities", to the extent these terms are applicable to Offered Debt
Securities:
o the title of the Offered Debt Securities;
o classification as K. Hovnanian Senior Debt Securities, K. Hovnanian
Senior Subordinated Debt Securities, K. Hovnanian Subordinated Debt
Securities, Hovnanian Senior Debt Securities, Hovnanian Senior
Subordinated Debt Securities or Hovnanian Subordinated Debt
Securities, aggregate principal amount, purchase price and
denomination, and whether the Offered Debt Securities will be
guaranteed by the Subsidiary Guarantors of Hovnanian as described
under "Description of Guarantees" below;
o the date or dates on which the Offered Debt Securities will mature;
o the method by which amounts payable in respect of principal,
premium, if any, or interest, if any, on or upon the redemption of
the Offered Debt Securities may be calculated;
o the interest rate or rates, or the method by which it will be
determined, and the date or dates from which the interest, if any,
will accrue;
o the date or dates on which the interest, if any, will be payable;
o the place or places where and the manner in which the principal of,
premium, if any, and interest, if any, on the American Stock ExchangeOffered Debt
Securities will be payable and the place or places where the Offered
Debt Securities may be presented for transfer;
o the right, if any, or obligation, if any, of Hovnanian or K.
Hovnanian to redeem, repay or purchase the Offered Debt Securities
pursuant to any sinking fund or analogous provisions or at the
option of a holder thereof, and the period or periods within which,
the price or prices or the method by which such price or prices will
be determined, or both at which, the form or method of payment
therefor if other than in transactionscash and the terms and conditions upon
which the Offered Debt Securities will be redeemed, repaid or
purchased pursuant to the obligation;
o the terms for conversion or exchange, if any, of the Offered Debt
Securities;
o any provision relating to the issuance of the Offered Debt
Securities at an original issue discount;
o if the amounts of payments of principal of, premium, if any, and
interest, if any, on the Offered Debt Securities are to be
determined with reference to an index, the manner in which those
amounts will be determined;
o any applicable United States federal income tax consequences;
12
o the currency or currencies for which the Offered Debt Securities may
be purchased and the currency or currencies in which principal,
premium, if any, and interest, if any, may be payable;
o the trustee with respect to the series of Offered Debt Securities;
and
o any other specific terms of the Offered Debt Securities, including
any deleted, modified or additional Events of Default or remedies or
additional covenants provided with respect to the Offered Debt
Securities, and any terms that may include special offeringsbe required by or advisable under
applicable laws or regulations.
Unless otherwise specified in any prospectus supplement, the debt
securities will be issuable in registered form and in denominations of $1,000
and any integral multiple thereof, see Section 2.7. No service charge will be
made for any transfer or exchange of any debt securities but the issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge, payable in connection therewith, see Section 2.8.
Debt securities may bear interest at a fixed rate or a floating rate.
Debt securities bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate may be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to discounted debt securities or to some debt
securities issued at par that are treated as having been issued at a discount
for United States federal income tax purposes will be described in the
applicable prospectus supplement.
In determining whether the holders of the requisite aggregate principal
amount of outstanding debt securities of any series have given any request,
demand, authorization, direction, notice, consent or waiver under the
Indentures, the principal amount of any series of debt securities originally
issued at a discount from their stated principal amount that will be deemed to
be outstanding for such purposes will be the amount of the principal thereof
that would be due and payable as of the date of the determination upon a
declaration of acceleration of the maturity thereof.
Description of Guarantees. Hovnanian will fully and unconditionally
guarantee, pursuant to the K. Hovnanian Indentures, the due and prompt payment
of the principal of and premium, if any, and interest on the K. Hovnanian Debt
Securities when and as the same shall become due and payable, whether at the
stated maturity, by declaration of acceleration, call for redemption or
otherwise. Debt securities of Hovnanian may be guaranteed by, and debt
securities of K. Hovnanian may be further guaranteed by, the subsidiaries of
Hovnanian, the "subsidiary guarantees", that also guaranty Hovnanian's
revolving credit agreement at the time of issuance of the debt securities, the
"subsidiary guarantors". Under the terms of Hovnanian's revised revolving
credit agreement, which is expected to close by the end of August 2001, the
subsidiary guarantors consist of all of Hovnanian's subsidiaries other than
certain subsidiaries formerly engaged in the issuance of collateralized
mortgage obligations, Hovnanian's mortgage lending and title subsidiaries, a
subsidiary holding and licensing the Hovnanian trade name and certain joint
ventures with third-party partners in which Hovnanian's aggregate consolidated
investment as of April 30, 2001 was less than $10,000,000. If debt securities
are guaranteed by subsidiary guarantors, that guarantee will be set forth in a
supplemental indenture.
Payments with respect to the guarantee of the K. Hovnanian Senior
Subordinated Debt Securities and K. Hovnanian Subordinated Debt Securities
will be subordinated in right of payment to the prior payment in full of all
Senior Indebtedness of the guarantor to the same extent and manner that
payments with respect to the K. Hovnanian Senior Subordinated Debt Securities
and K. Hovnanian Subordinated Debt Securities are subordinated in right of
payment to the prior payment in full of all Senior Indebtedness of the issuer
as described under "Provisions Applicable Solely to Senior Subordinated Debt
Securities and Subordinated Debt Securities" below. Likewise, payments with
respect to subsidiary guarantees of Senior Subordinated Debt Securities and
Subordinated Debt Securities will be subordinated in right of payment to the
prior payment in full of all Senior Indebtedness of each such subsidiary
guarantor to the same extent and manner that payments with respect to the
Senior Subordinated Debt Securities and Subordinated Debt Securities are
subordinated in right of payment to the prior payment in full of all Senior
Indebtedness of the issuer of such debt securities.
Global Securities. The debt securities of a series may be issued in whole
or in part in the form of one or more global securities, the "global
securities", that will be deposited with or on behalf of a depositary, "the
depositary", identified in the prospectus supplement relating to such series.
Global securities may be issued only in fully registered form and in either
temporary or permanent form. Unless and until it is exchanged in whole or in
part for the individual debt securities represented thereby, a global
security:
o may not be transferred except as a whole; and
13
o may only be transferred
o by the depositary for the global security to its nominee,
o by a nominee of the depositary to the depositary or another
nominee of the depositary; or
o by the depositary or any nominee to a successor depositary or
nominee of the successor depositary, see Section 2.8.
The specific terms of the depositary arrangement with respect to a series
of debt securities will be described in the prospectus supplement relating to
such series. Hovnanian and K. Hovnanian anticipate that the following
provisions generally will apply to all depositary arrangements.
Upon the issuance of a global security, the depositary for that global
security or its nominee will credit, on its book-entry registration and
transfer system, the respective principal amounts of the individual debt
securities represented by that global security to the accounts of persons that
have accounts with such depositary. Those accounts will be designated by the
dealers, underwriters or agents with respect to those debt securities or by
the issuer if the debt securities are offered and sold directly by the issuer.
Ownership of beneficial interests in a global security will be limited to
persons that have accounts with the applicable depositary, participants, or
persons that may hold interests through participants. Ownership of beneficial
interests in a global security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the applicable
depositary or its nominee, with respect to interests of participants, and the
records of participants, with respect to interests of persons other than
participants. The laws of some states require that certain purchasers of
securities take physical delivery of these securities in definitive form.
These limits and laws may impair the ability to transfer beneficial interests
in a global security.
As long as the depositary for a global security or its nominee is the
registered owner of the global security, the depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the debt
securities of the series represented by that global security for all purposes
under the Indenture governing those debt securities. Except as provided below,
owners of beneficial interests in a global security will not be entitled to
have any of the individual debt securities of the series represented by the
global security registered in their names, will not receive or be entitled to
receive physical delivery of any of those debt securities in definitive form
and will not be considered the owners or holders thereof under the Indenture
governing those debt securities.
Payment of principal of, premium, if any, and interest, if any, on
individual debt securities represented by a global security registered in the
name of a depositary or its nominee will be made to the depositary or its
nominee, as the case may be, as the registered owner of the global security
representing the debt securities. Hovnanian and K. Hovnanian expect that the
depositary for a series of debt securities or its nominee, upon receipt of any
payment of principal, premium, if any, and interest, if any, in respect of a
global security representing any of those debt securities, will immediately
credit participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the global security
for those securities as shown on the records of such depositary or its
nominee. Hovnanian and K. Hovnanian also expect that payments by participants
to owners of beneficial interests in the global security held through the
participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name." These payments will
be the responsibility of the participants. Neither Hovnanian, K. Hovnanian,
the trustee for such debt securities, any paying agent nor the registrar for
the debt securities will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests of the global security for the debt securities or for maintaining,
supervising or reviewing any records relating to beneficial ownership
interests.
If the depositary for a series of debt securities is at any time
unwilling, unable or ineligible to continue as depositary and a successor
depositary is not appointed by the issuer within 90 days, the issuer will
issue individual debt securities of the applicable series in exchange for the
global security representing the applicable series of debt securities. In
addition, an issuer may at any time and in its sole discretion, subject to any
limitations described in the prospectus supplement relating to such debt
securities, determine not to have any debt securities of a series represented
by a global security and, in such event, will issue individual debt securities
of the applicable series in exchange for the global security representing the
applicable series of debt securities. Further, if an issuer so specifies with
respect to the debt securities of a series, an owner of a beneficial interest
in a global security representing debt securities of that series may, on terms
acceptable to the issuer, the trustee and the depositary for the global
security, receive individual debt securities of the applicable series in
exchange for beneficial interests,
14
subject to any limitations described in the prospectus supplement relating to
the debt securities. In this instance, an owner of a beneficial interest in a
global security will be entitled to physical delivery of individual debt
securities of the series represented by the applicable global security equal
in principal amount to the beneficial interest and to have the debt securities
registered in its name. Individual debt securities of the series so issued
will be issued in registered form and in denominations, unless otherwise
specified in the applicable prospectus supplement relating to that series of
debt securities, of $1,000 and integral multiples thereof.
Events of Default. Unless otherwise specified in the applicable
prospectus supplement, an Event of Default is defined under each Indenture
with respect to the debt securities of any series issued under the applicable
Indenture as being:
o default in the payment of principal of or premium, if any, with
respect to debt securities of the applicable series when due;
o default in the payment of any installment of interest on any of the
debt securities of that series when due, continued for 30 days;
o default in the payment or satisfaction of any sinking fund or other
purchase obligation with respect to debt securities of that series
when due;
o default in the performance of any other covenant of any of the
Obligors' applicable to debt securities of that series, continued
for 90 days after written notice to the Obligors by the trustee or
to the Obligors and the trustee, by the holders of at least 25% in
aggregate principal amount of the debt securities of that series
then outstanding requiring the same to be remedied; and
o specified events of bankruptcy, insolvency or reorganization of the
issuer, see Section 5.1.
If any Event of Default shall occur and be continuing, the trustee or the
holders of not less than 25% in aggregate principal amount of the debt
securities of that series then outstanding, by notice in writing to the
Obligors, and to the trustee, if given by the holders, may declare the
principal, or, in the case of any series of debt securities originally issued
at a discount from their stated principal amount, the portion of the principal
amount as may be specified in the terms of that series, of all of the debt
securities of that series and the interest, if any, accrued thereon to be due
and payable immediately. The declaration described in the preceding sentence
may be rescinded by notice in writing to the Obligors and the trustee by
holders of a majority in aggregate principal amount of the debt securities of
the series then outstanding. This rescission will rescind and annul any
declaration made pursuant to the first sentence of this paragraph and its
consequences if all defaults under such Indenture are cured or waived, see
Section 5.1.
Each Indenture provides that no holder of any series of debt securities
then outstanding may institute any suit, action or proceeding with respect to,
or otherwise attempt to enforce, that Indenture, unless
o the holder previously gave the trustee written notice of default and
of the continuance thereof;
o the holders of not less than 25% in aggregate principal amount of
the applicable series of debt securities then outstanding made
written request to the trustee to institute the suit, action or
proceeding and offered to the trustee reasonable indemnity as it may
require with respect thereto; and
o the trustee, for 60 days after its receipt of the notice, request
and offer of indemnity, neglected or refused to institute any
action, suit or proceeding;
Subject to the subordination provisions applicable to the Senior Subordinated
Debt Securities and the Subordinated Debt Securities, the right, described in
the above bullet points, of any holder of any debt security to receive payment
of the principal of, premium, if any, or interest, if any, on that debt
security, on or after the respective due dates, or to institute suit for the
enforcement of any payment shall not be impaired or affected without the
consent of the holder, see Section 5.4.
The holders of a majority in aggregate principal amount of the debt securities
of the series then outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the trustee or
exercising any trust or power conferred on the trustee with respect to the
debt securities of that series, provided that the trustee may decline to
follow that
15
direction if the trustee determines that the action or proceeding is unlawful
or would involve the trustee in personal liability, see Section 5.7.
The Obligors are required to furnish annually to the trustee a
certificate as to compliance by the Obligors with all conditions and covenants
under each Indenture, see Section 4.3.
Discharge and Defeasance. Unless otherwise specified in the applicable
prospectus supplement, the Obligors can discharge or defease their respective
obligations with respect to any series of debt securities as described below,
see Article Ten.
The Obligors may discharge all of their obligations, except those
described below, to holders of any series of debt securities issued under any
Indenture that have not already been delivered to the trustee for cancellation
and that have either become due and payable, or are by their terms due and
payable within one year or scheduled for redemption within one year, by
irrevocably depositing with the trustee cash or U.S. Government Obligations,
as defined in the Indenture, or a combination thereof, as trust funds in an
amount certified to be sufficient to pay when due the principal of, premium,
if any, and interest, if any, on all outstanding debt securities of that
series and to make any mandatory sinking fund payments, if any, thereon when
due.
Unless otherwise provided in the applicable prospectus supplement, the
Obligors may also elect at any time to defease and be discharged from all of
their obligations, except those described below, to holders of any series of
debt securities issued under each Indenture, "defeasance", or be released from
all of their obligations with respect to specified covenants applicable to any
series of debt securities issued under each Indenture, "covenant defeasance",
if, among other things:
o the Obligors irrevocably deposit with the trustee cash or U.S.
Government Obligations, or a combination thereof, as trust funds in
an amount certified to be sufficient to pay when due the principal
of, premium, if any, and interest, if any, on all outstanding debt
securities of the applicable series and to make any mandatory
sinking fund payments, if any, thereon when due and those funds have
been so deposited for 91 days;
o the deposit will not result in a breach or violation of, or cause a
default under, any agreement or instrument to which any of the
Obligors is a party or by which it is bound; and
o the Obligors deliver to the trustee an opinion of counsel to the
effect that the holders of the applicable series of debt securities
will not recognize income, gain or loss for United States federal
income tax purposes as a result of the defeasance or covenant
defeasance and that defeasance or covenant defeasance will not
otherwise alter the United States federal income tax treatment of
the holders' principal of and interest payments, if any, on that
series of debt securities.
In the case of defeasance, the opinion must be based on a ruling of the
Internal Revenue Service or a change in United States federal income tax law
occurring after the date of the Indenture relating to the debt securities of
such series, because this result would not occur under current tax law, see
Section 10.1.
Notwithstanding the foregoing, no discharge, defeasance or covenant
defeasance described above will affect the following obligations to, or rights
of, the holders of any series of debt securities:
o rights of registration of transfer and exchange distributionsof debt securities
of the applicable series;
o rights of substitution of mutilated, defaced, destroyed, lost or
stolen debt securities of the applicable series;
o rights of holders of debt securities of the applicable series to
receive payments of principal thereof, premium, if any; and
interest, if any, thereon, upon the original due dates therefore,
but not upon acceleration, and to receive mandatory sinking fund
payments thereon when due, if any;
o rights, obligations, duties and immunities of the trustee;
o rights of holders of debt securities of a series as beneficiaries
with respect to property so deposited with the trustee payable to
all or any of them; and
16
o obligations of the Obligors to maintain an office or agency in
respect of debt securities of the series, see Section 10.1.
The Obligors may exercise the defeasance option with respect to any
series of debt securities notwithstanding the prior exercise of the covenant
defeasance option with respect to any series of debt securities. If the
Obligors exercise the defeasance option with respect to any series of debt
securities, payment of that series of debt securities may not be accelerated
because of an Event of Default with respect to that series of debt securities.
If the Obligors exercise the covenant defeasance option with respect to any
series of debt securities, payment of that series of debt securities may not
be accelerated by reason of an Event of Default with respect to the covenants
to which such covenant defeasance is applicable. However, if acceleration were
to occur by reason of another Event of Default, the realizable value at the
acceleration date of the cash and U.S. Government Obligations in the
defeasance trust could be less than the principal of, premium, if any, and
interest, if any, and any mandatory sinking fund payments, if any, then due on
the series of debt securities, in that the required deposit in the defeasance
trust is based upon scheduled cash flow rather than market value, which will
vary depending upon interest rates and other factors.
Modification of the Indenture. Each Indenture provides that the Obligors
and the trustee may enter into supplemental indentures without the consent of
the holders of the debt securities to:
o evidence the assumption by a successor entity of the obligations of
any of the Obligors under that Indenture,
o add covenants or new events of default for the protection of the
holders of the debt securities,
o cure any ambiguity or correct any inconsistency in the Indenture;
o establish the form and terms of debt securities of any series;
o evidence the acceptance of appointment by a successor trustee;
o in the case of Senior Debt Securities, secure those debt securities;
o designate a bank or trust company other than the trustee specified
in the applicable prospectus supplement to act as trustee for a
series of debt securities;
o modify the existing covenants and events of default solely in
respect of, or add new covenants and events of default that apply
solely to, debt securities not yet issued and outstanding on the
date of the supplemental indenture;
o provide for the issuance of debt securities of any series in coupon
form and exchangeability of those debt securities for fully
registered debt securities;
o modify, eliminate or add to the provisions of the Indenture as
necessary to effect the qualification of the Indenture under the
Trust Indenture Act of 1939 and to add provisions expressly
permitted by that Act; and
o modify the provisions to provide for the denomination of debt
securities in foreign currencies that will not adversely affect the
interests of the holders of the debt securities in any material
respect, see Section 8.1.
Each Indenture also contains provisions permitting the Obligors and the
trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of debt securities of each series then outstanding
and affected, to add any provisions to, or change in any manner or eliminate
any of the provisions of, the applicable Indenture or any supplemental
indenture or modify in any manner the rights of the holders of the debt
securities of that series; provided that the Obligors and the trustee may not,
without the consent of the holder of each outstanding debt security affected
thereby:
o extend the stated final maturity of any debt security, reduce the
principal amount thereof, reduce the rate or extend the time of
payment of interest, if any, thereon, reduce or alter the method of
computation of any amount payable on redemption, repayment or
purchase by the issuer, change the coin or currency in which
principal, premium, if any, and interest, if any, are payable,
reduce the amount of the principal of any original issue discount
security payable upon acceleration or provable in bankruptcy, impair
or affect the right to institute suit for the enforcement of any
payment or repayment thereof or, if applicable, adversely affect any
right of prepayment at the option of the holder or, in the case of
K. Hovnanian Indentures, make any change adverse to the interests of
the holders in the terms and conditions of the guarantee; or
17
o reduce the stated percentage in aggregate principal amount of debt
securities of any series issued under the Indenture, see Section
8.2.
Consolidation, Merger, Sale or Conveyance. Except as otherwise provided
in the applicable prospectus supplement, the K. Hovnanian Indentures provide
that K. Hovnanian or the guarantor may, and the Hovnanian Indentures provide
that Hovnanian may, without the consent of the holders of debt securities,
consolidate with, merge into or transfer, exchange or dispose of all of its
properties to, any other corporation or partnership organized under the laws
of the United States, provided that:
o the successor corporation assumes all obligations of K. Hovnanian or
Hovnanian, as the case may be, by supplemental indenture
satisfactory in form to the applicable trustee executed and
delivered to that trustee, under the Indentures and the debt
securities,
o immediately after giving effect to the consolidation, merger,
exchange or other disposition, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event
of Default, will have occurred and be continuing; and
o certain other conditions are met, see Section 9.1.
Condition for Release of K. Hovnanian. Except as otherwise provided in a
prospectus supplement, each K. Hovnanian Indenture provides that K. Hovnanian
may be released from its obligations under the K. Hovnanian Indenture and the
K. Hovnanian debt securities, without the consent of the holders of the K.
Hovnanian debt securities of any series, if Hovnanian or any successor to
Hovnanian has assumed the obligations of K. Hovnanian under those K. Hovnanian
Debt Securities. In the event of the release, a taxable sale or exchange of a
debt security for a new debt security will be deemed to occur. As a result, a
holder of a debt security may recognize gain or loss on the sale or exchange
and may be required to include in income different amounts during the
remaining term of the debt security than would have been included absent the
release.
Certain Definitions. Except as otherwise provided in a prospectus
supplement, the definitions listed below are applicable to the discussions of
the Indentures, see Article One.
"Consolidated Net Tangible Assets" means the aggregate amount of assets
included on the most recent consolidated balance sheet of Hovnanian and its
Restricted Subsidiaries, less applicable reserves and other properly
deductible items and after deducting therefrom all current liabilities and all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all in accordance with generally accepted
accounting principles consistently applied.
"Indebtedness," with respect to any person, means, without duplication:
o the principal of, premium, if any, and interest, if any, on
indebtedness for money borrowed of that person, indebtedness of that
person evidenced by bonds, notes, debentures or similar obligations,
and any guaranty by that person of any indebtedness for money
borrowed or indebtedness evidenced by bonds, notes, debentures or
similar obligations of any other person, whether the indebtedness or
guaranty is outstanding on the date of the Indenture or is
thereafter created, assumed or incurred;
o obligations of that person for the reimbursement of any Obligor on
any letter of credit, banker's acceptance or similar credit
transaction;
o the principal of and premium, if any, and interest, if any, on
indebtedness incurred, assumed or guaranteed by that person in
connection with the acquisition by it or any of its subsidiaries of
any other businesses, properties or other assets;
o lease obligations of that person capitalized in accordance with
Statement of Financial Accounting Standards No. 13 promulgated by
the Financial Accounting Standards Board or other generally accepted
accounting principles as may be from time to time in effect;
o any indebtedness of that person representing the balance deferred
and unpaid of the purchase price of any property or interest
therein, except any balance that constitutes an accrued expense or
trade
18
payable and any guaranty, endorsement or other contingent obligation
of that person in respect of any indebtedness of another that is
outstanding on the date of the Indenture or is thereafter created,
assumed or incurred by, that person;
o obligations of that person under interest rate, commodity or
currency swaps, caps, collars, options and similar arrangements; and
o any amendments, modifications, refundings, renewals or extensions of
any indebtedness or obligation described as Indebtedness in the
above bullet points.
"Restricted Subsidiary" means any Subsidiary of Hovnanian other than an
Unrestricted Subsidiary, and any Subsidiary of Hovnanian that was an
Unrestricted Subsidiary but which, subsequent to the date of the Indentures,
is designated by the board of directors of Hovnanian to be a Restricted
Subsidiary; provided, however, that Hovnanian may not designate any Subsidiary
to be a Restricted Subsidiary if Hovnanian would thereby breach any covenant
or agreement contained in the Indentures, on the assumptions that any
Outstanding Indebtedness of the Subsidiary was incurred at the time of the
designation.
"Subsidiary" of any specified Person means any corporation of which that
Person, or that Person and one or more Subsidiaries of that Person, or any one
or more Subsidiaries of that Person, directly or indirectly own voting
securities entitling any one or more of that Person and its Subsidiaries to
elect a majority of the directors, either at all times, or so long as there is
no default or contingency which permits the holders of any other class or
classes of securities to vote for the election of one or more directors.
"Unrestricted Subsidiary" means:
o any Subsidiary of Hovnanian acquired or organized after the date of
the Indentures, provided, however, that this Subsidiary shall not be
a successor, directly or indirectly, to any Restricted Subsidiary;
and
o any Subsidiary of Hovnanian substantially all the assets of which
consist of stock or other securities of a Subsidiary or Subsidiaries
of the character described in clause the above bullet point, unless
and until that Subsidiary is designated to be a Restricted
Subsidiary.
Provisions Applicable Solely to Senior Debt Securities
General. Senior Debt Securities will be issued under a Senior Debt
Indenture and will rank pari passu with all other unsecured and unsubordinated
debt of the issuer of such Senior Debt Securities. At April 30, 2001,
Hovnanian had an aggregate of $99,747,000 of Indebtedness outstanding, which
would be subordinated to Senior Debt Securities.
Limitations on Liens. The Senior Debt Indentures provide that, so long as
any Senior Debt Securities are outstanding, Hovnanian will not, and will not
permit any Restricted Subsidiary to, pledge, mortgage, hypothecate or grant a
security interest in, or permit any mortgage, pledge, security interest or
other lien upon, any property or assets owned by Hovnanian or any Restricted
Subsidiary to secure any Indebtedness, without making effective provision
whereby outstanding Senior Debt Securities will be equally and ratably
secured.
Under the terms of the Senior Debt Indentures, the limitation described
above does not apply to:
o any mortgage, pledge, security interest, lien or encumbrance upon
any property or assets created at the time of the acquisition of
such property or assets by Hovnanian or any Restricted Subsidiary or
within one year after that time to secure all or a portion of the
purchase price for the property or assets;
o any mortgage, pledge, security interest, lien or encumbrance upon
any property or assets existing thereon at the time of the
acquisition thereof by Hovnanian or any Restricted Subsidiary,
whether or not the obligations secured thereby are assumed by
Hovnanian or any Restricted Subsidiary;
o any mortgage, pledge, security interest, lien or encumbrance upon
any property or assets, whenever acquired, of any corporation or
other entity that becomes a Restricted Subsidiary after the date of
the Senior Debt Indenture, provided that
19
1) the instrument creating the mortgage, pledge, security
interest, lien or encumbrance was in effect prior to the time
the corporation or other entity becomes a Restricted
Subsidiary, and
2) the mortgage, pledge, security interest, lien or encumbrance
will only apply to properties or assets owned by the
corporation or other entity at the time it becomes a Restricted
Subsidiary or thereafter acquired by it from sources other than
Hovnanian or another Restricted Subsidiary;
o any mortgage, pledge, security interest, lien or encumbrance in
favor of Hovnanian or any wholly-owned Subsidiary of Hovnanian;
o any mortgage, pledge, security interest, lien or encumbrance created
or assumed by Hovnanian or a Restricted Subsidiary in connection
with the issuance of debt securities the interest on which is
excludable from gross income of the holder of the security pursuant
to the Internal Revenue Code of 1986, as amended, for the purpose of
financing, in whole or in part, the acquisition or construction of
property or assets to be used by Hovnanian or a Subsidiary;
o any extension, renewal or refunding of any mortgage, pledge,
security interest, lien or encumbrance described in the bullet
points above on substantially the same property or assets
theretofore subject thereto;
o any mortgage, pledge, security interest, lien or encumbrance
securing any Indebtedness in an amount which, together with all
other Indebtedness secured by a mortgage, pledge, security interest,
lien or encumbrance that is not otherwise permitted by the foregoing
provisions, does not at the time of the incurrence of the
Indebtedness so secured exceed 20% of Consolidated Net Tangible
Assets;
o deposits or pledges to secure the payment of workmen's compensation,
unemployment insurance or other social security benefits or
obligations, or to secure the performance of trade contracts,
leases, public or statutory obligations, surety or appeal bonds or
other obligations of a like general nature incurred in the ordinary
course of business;
o mechanics', materialmen's, warehousemen's, carriers' or other like
liens arising in the ordinary course of business securing
obligations that are not overdue for a period longer than 30 days or
that are being contested in good faith by appropriate proceedings;
o liens for taxes, assessments or other governmental charges not yet
payable or being contested in good faith and as to which adequate
reserves will have been established in accordance with generally
accepted accounting principles;
o non-recourse mortgages on Income Producing Properties securing
Indebtedness;
o liens on assets of a Mortgage Subsidiary to secure only a Warehouse
Line of Credit provided to that Subsidiary;
o easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business; or
o liens in connection with capital leases or sale leaseback
transactions not securing any other indebtedness.
For the purpose of this "Limitation on Liens" provision, "security interest"
will include the interest of the lessor under a lease with a term of three
years or more that should be, in accordance with generally accepted accounting
principles, recorded as a capital lease and any lease of property or assets
not acquired from Hovnanian or any Restricted Subsidiary in contemplation of
that lease will be treated as though the lessee had purchased the property or
assets from the lessor, see Section 3.6 of the Senior Debt Indentures.
Provisions Applicable Solely to Senior Subordinated Debt Securities and
Subordinated Debt Securities
Subordination. The Subordinated Debt Securities will be subordinate and
junior in right of payment, to the extent described in the Subordinated Debt
Indentures, to all Senior Indebtedness. The Senior Subordinated Debt
Securities will be
20
subordinate and junior in right of payment, to the extent described in the
Senior Subordinated Debt Indentures, to all Senior Indebtedness of the
Obligor. The Senior Subordinated Debt Securities will rank senior to all
existing and future Indebtedness of the Obligor that is neither Senior
Indebtedness of the Obligor nor Senior Subordinated Indebtedness and only
Indebtedness of the Obligor that is Senior Indebtedness of the Obligor will
rank senior to the Senior Subordinated Debt Securities in accordance with the
rulessubordination provisions of such exchanges, (ii)the Senior Subordinated Debt Indentures.
"Senior Indebtedness" of the Obligor is defined in the over-the-counter marketSubordinated Debt
Indentures and the Senior Subordinated Debt Indentures as Indebtedness of the
Obligor outstanding at any time, other than the Indebtedness evidenced by the
debt securities of any series, except:
o any Indebtedness as to which, by the terms of the instrument
creating or (iii)evidencing the same, it is provided that the
Indebtedness is not senior or prior in transactions
otherwise than on such exchangesright of payment to the debt
securities or is pari passu or subordinate by its terms in right of
payment to the over-the-counter market, or in a
combinationdebt securities;
o renewals, extensions and modifications of any such transactions. Such transactionsIndebtedness;
o any Indebtedness of the Obligor to a wholly-owned Subsidiary of the
Obligor;
o interest accruing after the filing of a petition initiating certain
events of bankruptcy or insolvency unless that interest is an
allowed claim enforceable against the Obligor in a proceeding under
federal or state bankruptcy laws; and
o trade payables.
"Senior Subordinated Indebtedness" is defined in the Hovnanian Senior
Subordinated Debt Indenture as the Hovnanian Senior Subordinated Debt
Securities and any other Indebtedness of Hovnanian that ranks pari passu with
the Hovnanian Senior Subordinated Debt Securities. Any Indebtedness of
Hovnanian that is subordinate or junior by its terms in right of payment to
any other Indebtedness of Hovnanian will be subordinate to Senior Subordinated
Indebtedness of Hovnanian unless the instrument creating or evidencing the
same or pursuant to which the same is outstanding specifically provides that
this Indebtedness is to rank pari passu with other Senior Subordinated
Indebtedness of Hovnanian and is not subordinated by its terms to any
Indebtedness of Hovnanian that is not Senior Indebtedness of Hovnanian.
"Senior Subordinated Indebtedness" is defined in the K. Hovnanian Senior
Subordinated Debt Indenture as the K. Hovnanian Senior Subordinated Debt
Securities, the guarantee and any other Indebtedness of K. Hovnanian or the
guarantor that ranks pari passu with the K. Hovnanian Senior Subordinated Debt
Securities. Any Indebtedness of K. Hovnanian or the guarantor that is
subordinate or junior by its terms in right of payment to any other
Indebtedness of K. Hovnanian or the guarantor will be subordinate to Senior
Subordinated Indebtedness unless the instrument creating or evidencing the
same or pursuant to which the same is outstanding specifically provides that
such Indebtedness will rank pari passu with other Senior Subordinated
Indebtedness and is not subordinated by its terms to any Indebtedness of K.
Hovnanian or the guarantor, which is not Senior Indebtedness of K. Hovnanian
or Senior Indebtedness of the gurantor.
"Subordinated Indebtedness" of the Obligors means the Senior Subordinated
Debt Securities, the guarantees, any other Senior Subordinated Indebtedness of
that Obligor and any other Indebtedness that is subordinate or junior in right
of payment to Senior Indebtedness of that Obligor.
If:
o the Obligor should default in the payment of any principal of,
premium, if any, or interest, if any, on any Senior Indebtedness of
the Obligor when the same becomes due and payable, whether at
maturity or at a date fixed for prepayment or by declaration of
acceleration or otherwise or
o any other default with respect to Senior Indebtedness of the Obligor
occurs and the maturity of the Senior Indebtedness has been
accelerated in accordance with its terms, then, upon written notice
of the default to the Obligor by the holders of the Senior
Indebtedness or any trustee therefor, unless and until the default
is cured or waived or has ceased to exist or the acceleration has
been rescinded, no direct or indirect payment, in cash, property or
securities, by set-off or otherwise, will be made or agreed to be
made for principal of, premium, if any, or interest, if any, on any
of the Senior Subordinated Debt Securities or the Subordinated Debt
Securities, or in respect of any redemption, retirement, purchase or
other acquisition of the Senior Subordinated Debt Securities or the
Subordinated Debt
21
Securities other than those made in capital stock of Hovnanian, or
cash in lieu of fractional shares thereof, see Sections 13.1 and
13.4 of the Senior Subordinated Debt Indentures and Sections 13.1
and 13.4 of the Subordinated Debt Indentures.
If any default, other than a default described in the bullet points
directly above, occurs under the Senior Indebtedness of the Obligor, pursuant
to which the maturity thereof may be effectedaccelerated immediately or the expiration
of any applicable grace periods occurs, a "Senior Nonmonetary Default", then,
upon the receipt by the Obligor and the trustee of written notice thereof, a
"payment notice", from or on behalf of holders of 25% or more of the aggregate
principal amount of Senior Indebtedness specifying an election to prohibit the
payment and other action by the Obligor in accordance with the following
provisions of this paragraph, the Obligor may not make any payment or take any
other action that would be prohibited by the bullet points directly above
during the period, the "payment blockage period" commencing on the date of
receipt of the payment notice and ending on the earlier of
o the date, if any, on which the holders of such Senior Indebtedness
or their representative notify the trustee that the Senior
Nonmonetary Default is cured, waived or ceases to exist or the
Senior Indebtedness to which the Senior Nonmonetary Default relates
is discharged or
o the 179th day after the date of receipt of the payment notice.
Notwithstanding the provisions described in the immediately preceding bullet
points, the Obligor may resume payments on the Senior Subordinated Debt
Securities and the Subordinated Debt Securities after the payment blockage
period.
If
o without the consent of the Obligor a receiver, conservator,
liquidator or trustee of the Obligor or of any of its property is
appointed by the order or decree of any court or agency or
supervisory authority having jurisdiction, and the decree or order
remains in effect for more than 60 days, the Obligor is adjudicated
bankrupt or insolvent, any of its property is sequestered by court
order and that order remains in effect for more than 60 days, or a
petition is filed against the Obligor under any state or federal
bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution, liquidation or receivership law of any
jurisdiction whether now or hereafter in effect, and is not
dismissed within 60 days after such filing;
o the Obligor:
o commences a voluntary case or other proceeding seeking
liquidation, reorganization, arrangement, insolvency,
readjustment of debt, dissolution, liquidation or other relief
with respect to itself or its debt or other liabilities under
any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it
or any substantial part of its property;
o consents to any such relief or to the appointment of or taking
possession by any of the above officials in an involuntary case
or other proceeding commenced against it;
o fails generally to, or cannot, pay its debts generally as they
become due;
o takes any corporate action to authorize or effect any of the
foregoing; or
o any Subsidiary of the Obligor takes, suffers or permits to exist any
of the events or conditions referred to in any of the above bullet
points,
then all Senior Indebtedness of the Obligor, including any interest thereon
accruing after the commencement of any proceedings, will first be paid in full
before any payment or distribution, whether in cash, securities or other
property, is made by the Obligor to any holder of Senior Subordinated Debt
Securities or Subordinated Debt Securities on account of the principal of,
premium, if any, or interest, if any, on the Senior Subordinated Debt
Securities or Subordinated Debt Securities, as the case may be.
Any payment or distribution, whether in cash, securities or other
property, other than securities of the Obligor or any other corporation
provided for by a plan of reorganization or readjustment the payment of which
is subordinate, at least to the
22
extent provided in the subordination provisions with respect to the
indebtedness evidenced by the Senior Subordinated Debt Securities or the
Subordinated Debt Securities, to the payment of all Senior Indebtedness of the
Obligor then outstanding and to any securities issued in respect thereof under
a plan of reorganization or readjustment, that would otherwise, but for the
subordination provisions, be payable or deliverable in respect of the Senior
Subordinated Debt Securities or the Subordinated Debt Securities of any series
will be paid or delivered directly to the holders of Senior Indebtedness of
the Obligor in accordance with the priorities then existing among such holders
until all Senior Indebtedness of the Obligor, including any interest thereon
accruing after the commencement of proceedings, has been paid in full. In the
event of any proceeding, after payment in full of all sums owing with respect
to Senior Indebtedness of the Obligor, the holders of Senior Subordinated Debt
Securities, together with the holders of any obligations of the Obligor
ranking on a parity with the Senior Subordinated Debt Securities, will be
entitled to be repaid from the remaining assets of the Obligor the amounts at
that time due and owing on account of unpaid principal of, premium, if any, or
interest, if any, on the Senior Subordinated Debt Securities and such other
obligations before any payment or other distribution, whether in cash,
property or otherwise, shall be made on account of any capital stock or
obligations of the Obligor ranking junior to the Senior Subordinated Debt
Securities, including the Subordinated Debt Securities, and such other
obligations, see Section 13.1 of the Senior Subordinated Debt Indentures and
Section 13.1 of the Subordinated Debt Indentures.
If any payment or distribution of any character, whether in cash,
securities or other property, other than securities of the Obligor or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in the
subordination provisions with respect to the Senior Subordinated Debt
Securities or the Subordinated Debt Securities, to the payment of all Senior
Indebtedness of the Obligor then outstanding and to any securities issued in
respect thereof under the plan of reorganization or readjustment, will be
received by the trustee, or any holder of any Senior Subordinated Debt
Securities or Subordinated Debt Securities in contravention of any of the
terms of the Senior Subordinated Debt Indenture or the Subordinated Debt
Indenture, as the case may be, such payment or distribution of securities will
be received in trust for the benefit of, and will be paid over or delivered
and transferred to, the holders of the Senior Indebtedness of the Obligor then
outstanding in accordance with the priorities then existing among the holders
for application to the payment of all Senior Indebtedness of the Obligor
remaining unpaid to the extent necessary to pay all the Senior Indebtedness of
the Obligor in full, see Section 13.1 of the Senior Subordinated Debt
Indentures and Section 13.1 of the Subordinated Debt Indentures.
By reason of the subordination, in the event of the insolvency of the
Obligor, holders of Senior Indebtedness of the Obligor may receive more,
ratably, than holders of the Senior Subordinated Debt Securities or
Subordinated Debt Securities of the Obligor. Subordination will not prevent
the occurrence of any Event of Default, as defined in the Indentures, or limit
the right of acceleration in respect of the Senior Subordinated Debt
Securities or Subordinated Debt Securities.
Concerning the Trustee
Information concerning the trustee for a series of debt securities will
be set forth in the prospectus supplement relating to that series of debt
securities. Any of the trustees under the Indentures may make loans to
Hovnanian or K. Hovnanian in the normal course of business.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Hovnanian is 100,100,000 shares
consisting of 87,000,000 shares of Class A Common Stock, par value $.01 per
share, 13,000,000 shares of Class B Common Stock, par value $.01 per share,
the "Class B Common Stock", and 100,000 shares of Preferred Stock, par value
$.01 per share, the "Preferred Stock", in the series and with the voting
powers, designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
as may be fixed from time to time by the board of directors for each series.
The following summary description of certain provisions of Hovnanian's
Restated Certificate of Incorporation, the "Certificate of Incorporation", and
By-laws does not purport to be complete and is qualified in its entirety by
reference to those provisions.
Common Stock
As of June 1, 2001, 20,450,766 shares of Class A Common Stock and
7,504,007 shares of Class B Common Stock were issued and outstanding. The
Class A Common Stock is traded on the New York Stock Exchange. There is no
established public trading market for the Class B Common Stock. In order to
trade Class B Common Stock, the shares must be converted into Class A Common
Stock on a one-for-one basis. Any offering of common stock made hereby will
consist only of Class A Common Stock. The outstanding Class A Common Stock is,
and any Class A Common Stock offered pursuant to this prospectus and any
prospectus supplement when issued and paid for will be, fully paid and
non-assessable.
23
Dividends. Dividends on the Class A Common Stock will be paid if, when
and as determined by the board of directors of Hovnanian out of funds legally
available for this purpose. Some debt instruments to which Hovnanian is a
party contain restrictions on the payment of cash dividends. At April 30,
2001, approximately $94,944,000 of retained earnings was free of restrictions
on the payment of cash dividends, however Hovnanian was limited to 10,000,000
of dividends in any twelve-month period. Under the terms of Hovnanian's
revised credit facility, which is expected to close by the end of August 2001,
approximately $25,000,000 of retained earnings would have been free of
restrictions on the payment of cash dividends at April 30, 2001. The amount of
any regular cash dividend payable on a share of Class A Common Stock will be
an amount equal to 110% of the corresponding regular cash dividend payable on
a share of Class B Common Stock. Hovnanian has never paid dividends nor does
it currently intend to pay dividends.
Voting Rights. Holders of Class A Common Stock are entitled to one vote
for each share held by them on all matters presented to shareholders. Holders
of Class B Common Stock are entitled to ten votes per share.
Liquidation Rights. After satisfaction of the preferential liquidation
rights of any Preferred Stock, the holders of the Class A Common Stock and
Class B Common Stock are entitled to share ratably as a single class in the
distribution of all remaining net assets.
Preemptive and Other Rights. The holders of Class A Common Stock do not
have preemptive rights as to additional issues of common stock or conversion
rights. The shares of Class A Common Stock are not subject to redemption or to
any further calls or assessments and are not entitled to the benefit of any
sinking fund provisions. The rights, preferences and privileges of holders of
Class A Common Stock are subject to, and may be adversely affected by, the
rights of the holder of shares of any series of Preferred Stock that Hovnanian
may designate and issue in the future.
Preferred Stock
The Certificate of Incorporation authorizes the Board of Directors to
issue from time to time up to 100,000 shares of Preferred Stock, in one or
more series, and with the voting powers, designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as may be fixed from time to time by the
board of directors for each series. No shares of Preferred Stock have been
issued and Hovnanian has no present plans to issue any shares of Preferred
Stock. The Preferred Stock, however, could be used by Hovnanian's board of
directors without further action by Hovnanian's stockholders as an
anti-takeover device.
24
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
Hovnanian may issue Stock Purchase Contracts representing contracts
obligating holders to purchase from Hovnanian and Hovnanian to sell to the
holders a specified number of shares of Class A Common Stock or Preferred
Stock at a future date or dates. The price per share of Class A Common Stock
or Preferred Stock may be fixed at the time the Stock Purchase Contracts are
issued or may be determined by reference to a specific formula set forth in
the Stock Purchase Contracts.
The Stock Purchase Contracts may be issued separately or as a part of
units, often known as Stock Purchase Units, consisting of a Stock Purchase
Contract and either
o debt securities, or
o debt obligations of third parties, including U.S. Treasury
securities,
securing the holder's obligations to purchase the Class A Common Stock or
Preferred Stock under the Stock Purchase Contracts. The Stock Purchase
Contracts may require us to make periodic payments to the holders of the Stock
Purchase Units or vice versa, and such payments may be unsecured or prefunded
on some basis. The Stock Purchase Contracts may require holders to secure
their obligations in a specified manner and in certain circumstances we may
deliver newly issued prepaid Stock Purchase Contracts, often known as prepaid
securities, upon release to a holder of any collateral securing each holder's
obligations under the original Stock Purchase Contract.
The applicable prospectus supplement will describe the terms of any Stock
Purchase Contracts or Stock Purchase Units and, if applicable, prepaid
securities. The description in the prospectus supplement will not contain all
of the information that you may find useful. For more information, you should
review the Stock Purchase Contracts, the collateral arrangements and
depositary arrangements, if applicable, relating to such Stock Purchase
Contracts or Stock Purchase Units and, if applicable, the prepaid securities
and the document pursuant to which the prepaid securities will be issued,
which will be filed with the SEC promptly after the offering of such Stock
Purchase Contracts or Stock Purchase Units and, if applicable, prepaid
securities.
25
DESCRIPTION OF WARRANTS
Hovnanian may issue warrants, including warrants to purchase Class A
Common Stock or Preferred Stock and warrants to purchase Hovnanian debt
securities. K. Hovnanian may issue warrants to purchase K. Hovnanian Debt
Securities. All obligations of K. Hovnanian under the K. Hovnanian warrants
will be fully and unconditionally guaranteed by Hovnanian. Warrants may be
issued independently of or together with any other securities and may be
attached to or separate from such securities. Obligations of Hovnanian and K.
Hovnanian under the warrants may be guaranteed by the subsidiary guarantors.
Each series of warrants will be issued under a separate warrant agreement,
each a "warrant agreement" to be entered into between Hovnanian and/or K.
Hovnanian and a warrant agent, the "warrant agent". The warrant agent will act
solely as an agent of Hovnanian and/or K. Hovnanian in connection with the
warrants of that series and will not assume any obligation or relationship of
agency or trust for or with holders or beneficial owners of warrants. The
following describes some general terms and provisions of the warrants offered
hereby. Further terms of the warrants and the applicable warrant agreement
will be described in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms,
where applicable, of the warrants in respect of which this prospectus is being
delivered:
o the title of the warrants;
o the aggregate number of the warrants;
o the price or prices at which the warrants will be issued;
o the designation, aggregate principal amount and terms of the
securities purchasable upon exercise of the warrants;
o the designation and terms of the securities with which the warrants
are issued and the number of the warrants issued with each such
security;
o if applicable, the date on and after which the warrants and the
related securities will be separately transferable;
o the price at which the securities purchasable upon exercise of the
warrants may be purchased;
o the date on which the right to exercise the warrants will commence
and the date on which the right will expire;
o the minimum or maximum amount of the warrants that may be exercised
at any one time;
o information with respect to book-entry procedures, if any;
o a discussion of certain United States Federal income tax
considerations; and
o any other terms of the warrants, including terms, procedures and
limitations relating to the exercise of the warrants.
26
PLAN OF DISTRIBUTION
Hovnanian, K. Hovnanian and the selling shareholders may sell the
securities to or through underwriters or dealers, and also may sell the
offered securities directly to one or more other purchasers or through agents.
The applicable prospectus supplement will list the names of any underwriters
or agents involved in the sale of the offered securities and any applicable
commissions or discounts.
Underwriters, dealers or agents may offer and sell the offered securities
at a fixed price or prices, which may be changed, or from time to time at
market prices prevailing at the time of sale, at prices related to suchthe
prevailing market prices or at negotiated pricesprices. In connection with the sale
of the securities, underwriters or at
fixed prices. Theagents may be deemed to have received
compensation from Hovnanian, K. Hovnanian or the selling shareholders in the
form of underwriting discounts or commissions and may effect such transactions by
sellingalso receive commissions
from purchasers of the Class A common stocksecurities for whom they may act as agent. Underwriters
or agents may sell the securities to or through broker-dealersdealers, and such broker-dealers willdealers may
receive compensation in the form of discounts, concessions or commissions from
the selling shareholders and may receiveunderwriters or commissions from the purchasers of the Class A common stock for whom they may act as
agent
(which discountsagent.
The Preferred Stock, debt securities and warrants, when first issued,
will have no established trading market. Any underwriters or commissions fromagents to or
through whom offered securities are sold by Hovnanian or K. Hovnanian for
public offering and sale may make a market in such offered securities, but the
selling shareholdersunderwriters or such
purchasersagents will not exceed those customary inbe obligated to do so and may discontinue any
market making at any time without notice. No assurance can be given as to the
typeliquidity of transactions
involved).the trading market for any offered securities.
Any broker-dealers that participate with the selling shareholdersunderwriters, dealers or agents participating in the distribution of
the Class A common stockoffered securities may be deemed to be "underwriters" within the meaning of the Securities Act,underwriters, and any discounts and
commissions
or discounts received by such broker-dealersthem and any profit realized by them on the resale of the
Class A common stock by such broker-dealers mightoffered securities may be deemed to be underwriting discounts and commissions
under such act.
-5-
Upon being notified bythe Securities Act. Underwriters, dealers or agents may be entitled,
under agreements entered into with Hovnanian, K. Hovnanian or the selling
shareholders, that any material
arrangement has been entered into with a brokerto indemnification against 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)contribution toward certain civil
liabilities, including liabilities under the Securities Act, disclosing:
.Act.
If so indicated in the prospectus supplement, Hovnanian, K. Hovnanian or
the selling shareholders will authorize underwriters or other persons acting
as its agents to solicit offers by certain institutions to purchase securities
from it pursuant to contracts providing for payment and delivery on a future
date. Institutions with which contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases will be
subject to the condition that the purchase of the securities will not at the
time of delivery be prohibited under the laws of the jurisdiction to which
such purchaser is subject. The namesunderwriters and agents will not have any
responsibility in respect of the validity or performance 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.contracts.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Class A
common stockoffered
securities will be passed upon for usHovnanian and K. Hovnanian by Simpson
Thacher & Bartlett, New York, New York. Simpson Thacher & Bartlett will rely,
as to matters of New Jersey law, on the opinion of Peter S. Reinhart, Esq.,
Senior Vice-President and General Counsel for Hovnanian and K. Hovnanian.
Certain legal matters in connection with the offered securities may also be
passed upon for any agents or underwriters by counsel specified in the
prospectus supplement.
EXPERTS
The consolidated financial statements of Hovnanian Enterprises, Inc.
appearing in the Hovnanian's Annual Report (Form 10-K), for the year ended
October 31, 2000, have been audited by 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 isthereon included therein and
incorporated herein by reference in this prospectus and elsewhere
in the registration statement. Ourreference. Such consolidated financial statements and schedules are
incorporated herein by reference in reliance on Ernst & Young LLP'supon such report given on theirthe
authority of such firm as experts in accounting and auditing.
-6-27
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 Statementregistration statement are as follows:
Registration Fee $ 1,355.00
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 $ 21,355.00
Total(a)
Registration Fee.............................................................................. $75,000
Legal fees and expenses....................................................................... 200,000
Blue Sky fees and expenses.................................................................... 15,000
Accounting fees and expenses.................................................................. 15,000
Printing and duplicating expenses............................................................. 300,000
Miscellaneous expenses........................................................................ 15,000
Total....................................................................................... $620,000
========
(a) All figures, except the SEC registration fee, are estimates.
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 anothera corporation or enterprise, against expenses,
(includingincluding attorneys' fees),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, (otherother than an action by or in the right of
the corporation),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 of 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 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 sectionSection 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
II-1
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.
K. Hovnanian is a New Jersey corporation. Subsection 2 of Title 14A,
Section 3-5 of the New Jersey Statutes grants any corporation organized for
any purpose under any general or special law of New Jersey the power to
indemnify a corporate agent against his expenses and liabilities in connection
with any proceeding involving the corporate agent by reason of his being or
having been such a corporate agent, other than a proceeding by or in the right
of the corporation, if (a) such corporate agent acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation; and (b) with respect to any criminal proceeding, such
corporate agent had no reasonable cause to believe his conduct was unlawful.
The termination of any proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent does not by itself create
a presumption that the corporate agent did not meet such applicable standards
of conduct. Section 3 of Title 14A, Section 3-5 of the New Jersey Statutes
grants any corporation organized under any general or special law of New
Jersey the power to indemnify a director, officer, employee or agent of a
corporation
II-1
against his expenses in connection with any proceeding by or in the right of
the corporation, which involves him by reason of his having been a corporate
agent, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation. However, no
indemnification shall be provided in respect of any claim, issue or matter in
which the corporate agent shall be adjudged to be liable to the corporation,
unless and only to the extent that the Superior Court or the court in which
the proceeding was brought determines, upon application, that despite the
adjudication of liability, but in view of all circumstances of the case, the
corporate agent is fairly and reasonably entitled to indemnity for expenses
deemed proper by the Superior Court or such other court. Corporations
organized for any purpose under any general or special law of New Jersey shall
indemnify a corporate agent against expenses to the extent that such corporate
agent has been successful on the merits or otherwise in any proceeding
referred to in subsections 2 and 3 of Title 14A, Section 3-5.
Subsection 4 provides that any indemnification under these subsections,
unless ordered by a court under subsection 3, may be made by the corporation
only as authorized in a specific case upon a determination that
indemnification is proper in the circumstances because the corporate agent met
the applicable standard of (a) good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
(b) with respect to any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful. Subsection 5 provides that unless provided
for in the certificate of incorporation or bylaws, such determination shall be
made (a) by the board of directors or a committee thereof, acting by a
majority vote of a quorum consisting of directors who were not parties to or
otherwise involved in the proceeding; or (b) if such quorum is not obtainable,
or even if obtainable and such quorum directs, by written opinion of
independent legal counsel designated by the board of directors; or (c) by the
shareholders if the certificate of incorporation or bylaws or a resolution of
the board of directors or of the shareholders so directs. Subsection 7
provides that if a corporation on application by a corporate agent fails or
refuses to provide indemnification as required or permitted by this section, a
corporate agent may apply to a court for an award of indemnification by the
corporation. This section does not exclude any other rights to which a
corporate agent may be entitled under a certificate of incorporation, bylaw,
agreement, vote of shareholders, or otherwise; provided that no
indemnification is made if a final adjudication adverse to the corporate agent
establishes that his acts or omissions (a) were in breach of his duty of
loyalty to the corporation or its shareholders, as defined under New Jersey
law, (b) were not in good faith or involved a knowing violation of law or (c)
resulted in receipt by the corporate agent of an improper personal benefit.
Except as required by subsection 4, no indemnification shall be made or
expenses advanced by a corporation or shall be ordered by a court if such
action would be inconsistent with a provision of the certificate of
incorporation, a bylaw, a resolution of the board of directors or of the
shareholders, an agreement or other proper corporate action in effect at the
time of the accrual of the alleged cause of action asserted in the proceeding,
which prohibits, limits or otherwise conditions the exercise of
indemnification powers by the corporation or the rights to which a corporate
agent may be entitled.
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 inSee Exhibit 5.1)
24 Powers of Attorney (included on pages II-3 hereof)Index.
Item 17. Undertakings.
The undersigned registrantRegistrants hereby undertakes:undertake:
(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 Sectionsection 10(a)(3) of the
Securities Act of 1933, as amended;amended (the "Securities Act");
(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, II-2
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 andend of the estimated maximum offering
range may be reflected onin the formfrom of prospectus filed with the
Commission pursuant to Rule 424(b)462(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;Registration Statement; and
(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;
II-2
provided, however, that paragraphparagraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrantRegistrants pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 as
amended,(the "Exchange Act") that are incorporated by
reference in the registration statement.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 registrantRegistrants hereby undertakesundertake that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant'sHovnanian 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 sectionSection 15(d) of the Securities 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
registrantRegistrants pursuant to the provisions set forth in response to Item 15, or
otherwise, the registrant hasregistrants have 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 registrantRegistrants of expenses incurred or paid by a
director, officer or controlling person of the registrantRegistrants in the successful
II-3
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrantRegistrants will, unless in the opinion of itstheir 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.
II-4The undersigned Registrants hereby undertake to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Commission under Section 305(b)(2)
of the Act.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the
registrantRegistrant 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
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
November 8, 1999.August 28, 2001.
Hovnanian Enterprises, Inc.
By: /s/ Peter S. Reinhart
-----------------------------
Peter S. Reinhart
SIGNATURES AND POWERSJ. Larry Sorsby
--------------------------
J. Larry Sorsby
Executive Vice President
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below authorizeshereby constitutes and appoints
J. Larry Sorsby and Paul W. Buchanan or Peter S. Reinhart, or anyand each of them, as his attorney in factthe true and agent,lawful
attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, to execute,for and in histhe name, place and on
his behalf,stead of
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-3 relatingand to
the Class A common stockRegistration Statements Nos. 333-75939 and 333-51991, including any amendments thereto (and any
additional registration statement related thereto permitted byfilings
pursuant to Rule 462 (b)
promulgated462(b) under the Securities Act of 1933, (andas amended, and to
file the same, with all further amendments
including post-effective amendments thereto))exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and anything necessary to be
done, as fully to all intents and purposes as the undersigned might or advisablecould
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute, or substitutes, may
lawfully do or cause to enablebe done by virtue hereof.
Pursuant to the registrant to comply withrequirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in
the capacities indicated on August 28, 2001.
Signature Title
/s/ Kevork S. Hovnanian Chairman of the Board
- -----------------------------------
Kevork S. Hovnanian
/s/ Ara K. Hovnanian President, Chief Executive Officer
- ----------------------------------- and any
rules, regulationsDirector
Ara K. Hovnanian
/s/ Paul W. Buchanan Senior Vice President--Corporate
- ----------------------------------- Controller and Director
Paul W. Buchanan
/s/ Geaton A. DeCesaris, Jr President of Homebuilding Operations
- ----------------------------------- and Chief Operating Officer
Geaton A. DeCesaris, Jr. and Director
/s/ Arthur M. Greenbaum
- ----------------------------------- Director
Arthur M. Greenbaum
/s/ Desmond P. McDonald
- ----------------------------------- Director
Desmond P. McDonald
/s/ Peter S. Reinhart Senior Vice-President,
- ----------------------------------- General Counsel/Secretary and Director
Peter S. Reinhart
- ----------------------------------- Director
John J. Robbins
/s/ J. Larry Sorsby Executive Vice President,
- ----------------------------------- Chief Financial Officer
J. Larry Sorsby and Director
/s/ Stephen D. Weinroth
- ----------------------------------- Director
Stephen D. Weinroth
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, K. Hovnanian
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 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 August 28, 2001.
K. HOVNANIAN ENTERPRISES, INC.
By: /s/ J. Larry Sorsby
--------------------
J. Larry Sorsby
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
J. Larry Sorsby and Paul W. Buchanan and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
Registration Statements Nos. 333-75939 and 333-51991, including any filings
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, in respect thereof, in connection with the registrationand hereby
grants to such attorneys-in-fact and agents, and each 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 withthem, full power and
authority to do and perform each and do anyevery act and all acts and things whatsoever which any such attorney or
substitute may deemanything necessary or advisable to be
performed or done, in
connection with any or all of the above-described matters, as fully to all intents and purposes as each
of the undersigned might or could
do if personally present and acting,in person, hereby ratifying and approvingconfirming all actsthat said attorneys-in-fact
and agents, or any of any such attorneythem, or substitute.their or his substitute, or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on August 28, 2001.
Signature Title
/s/ Kevork S. Hovnanian Chairman of the Board
- -----------------------------------
Kevork S. Hovnanian
/s/ Ara K. Hovnanian President, Chief Executive Officer
- ----------------------------------- and Director
Ara K. Hovnanian
/s/ Paul W. Buchanan Senior Vice President--Corporate
- ----------------------------------- Controller and Director
Paul W. Buchanan
/s/ Geaton A. DeCesaris, Jr President of Homebuilding Operations
- ----------------------------------- and Chief Operating
Geaton A. DeCesaris, Jr. Officer and Director
/s/ Peter S. Reinhart Senior Vice-President,
- ------------------------------------ General Counsel/Secretary and Director
Peter S. Reinhart
/s/ J. Larry Sorsby Executive Vice President,
- ------------------------------------ Chief Financial Officer
J. Larry Sorsby and Director
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
each of the Registrants, as listed on the attached Schedule of Subsidiary
Registrants, has duly caused this Registration Statement to be signed on its
behalf by the undersigned, in his capacity as set forth on the attached
Schedule of Subsidiary Registrants, thereunto duly authorized, in the City of
Red Bank, State of New Jersey, on August 28, 2001
REGISTRANTS (as listed on the attached Schedule of
Subsidiary Registrants)
By: /s/ J. Larry Sorsby
--------------------------------------------
J. Larry Sorsby
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
J. Larry Sorsby and Paul W. Buchanan and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
Registration Statements Nos. 333-75939 and 333-51991, including any filings
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and anything necessary to be
done, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute, or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following personsperson on the date and
in the capacities andindicated on the dates indicated.August 28, 2001.
Signature Title
Date
/s/ KervorkKevork S. Hovnanian Chairman of the Board
November 8, 1999
- ----------------------------------------------------------------
Kevork S. Hovnanian
/s/ Ara K. Hovnanian Chief Executive November 8, 1999Vice Chairman of the Board
- ----------------------------- Officer, President-----------------------------------
Ara K. Hovnanian and Director
II-5
/s/ Paul W. Buchanan Senior Vice President- November 8, 1999President--Corporate
- ----------------------------- Corporate----------------------------------- Controller and Director
Paul W. Buchanan
/s/ Geaton A. DeCesaris, Jr President of Homebuilding Operations
- ----------------------------------- and Chief Operating
Geaton A. DeCesaris, Jr. Officer and Director
/s/ Peter S. Reinhart Senior Vice President, November 8, 1999Vice-President,
- ------------------------------------------------------------------ General CounselCounsel/Secretary and Director
Peter S. Reinhart Director
/s/ J. Larry Sorsby SeniorExecutive Vice President,
November 8, 1999
- ----------------------------- Treasurer,------------------------------------ Chief Financial Officer
J. Larry Sorsby Financial Officer
and Director
*By /s/ Peter S. Reinhart November 8, 1999
- -----------------------------
Peter S. Reinhart
Attorney-in-fact
II-6II-7
SCHEDULE OF SUBSIDIARY REGISTRANTS
Exact Name of Registrant As Specified In Its Charter
All Seasons, Inc.
Arrow Properties, Inc.
Ballantrae Development Corp.
Ballantrae Home Sales, Inc.
Ballantrae Marina, Inc.
Condominium Community (Bowie New Town), Inc.
Condominium Community (Largo Town), Inc.
Condominium Community (Park Place), Inc.
Condominium Community (Quail Run), Inc.
Condominium Community (Truman Drive), Inc.
Consultants Corporation
Designed Contracts, Inc.
Dryer Associates, Inc.
Eastern National Title Insurance Agency, Inc.
Eastern Title Agency, Inc.
EXC, Inc.
Fortis Finance, Inc.
Fortis Homes, Inc.
Fortis Title, Inc.
Founders Title Agency, Inc.
Governor's Abstract Co., Inc.
Hexter Fair Land Title Company I Inc.
Homebuyer's Mortgage, Inc.
Housing-Home Sales, Inc.
Hovnanian at Tarpon Lakes I, Inc.
Hovnanian Developments of Florida, Inc.
Hovnanian Financial Services I, Inc.
Hovnanian Financial Services II, Inc.
Hovnanian Financial Services III, Inc.
Hovnanian Financial Services IV, Inc.
Hovnanian Pennsylvania, Inc.
Hovnanian Properties of Atlantic County, Inc.
Jersey City Danforth CSO, Inc.
II-8
K. Hov International, Inc.
K. Hovnanian Acquisitions, Inc.
K. Hovnanian at Ashburn Village, Inc.
K. Hovnanian at Atlantic City, Inc.
K. Hovnanian at Estates, Inc.
K. Hovnanian at Barrington, Inc.
K. Hovnanian at Bedminster II, Inc.
K. Hovnanian at Bedminster, Inc.
K. Hovnanian at Belmont, Inc.
K. Hovnanian at Bernards II, Inc.
K. Hovnanian at Bernards III, Inc.
K. Hovnanian at Bernards IV, Inc.
K. Hovnanian at Branchburg I, Inc.
K. Hovnanian at Branchburg II, Inc.
K. Hovnanian at Branchburg III, Inc.
K. Hovnanian at Bridgeport, Inc.
K. Hovnanian at Bridgewater II, Inc.
K. Hovnanian at Bridgewater IV, Inc.
K. Hovnanian at Bridgewater V, Inc.
K. Hovnanian at Bridgewater VI, Inc.
K. Hovnanian at Bull Run, Inc.
K. Hovnanian at Burlington III, Inc.
K. Hovnanian at Burlington, Inc.
K. Hovnanian at Calabria, Inc.
K. Hovnanian at Cameron Chase, Inc.
K. Hovnanian at Carmel Del Mar, Inc.
K. Hovnanian at Carolina Country Club I, Inc.
K. Hovnanian at Carolina Country Club II, Inc.
K. Hovnanian at Carolina Country Club III, Inc.
K. Hovnanian at Castile, Inc.
K. Hovnanian at Cedar Grove I, Inc.
K. Hovnanian at Cedar Grove II, Inc.
K. Hovnanian at Chaparral, Inc.
K. Hovnanian at Clarkstown, Inc.
K. Hovnanian at Coconut Creek, Inc.
K. Hovnanian at Crestline, Inc.
K. Hovnanian at Crystal Springs, Inc.
II-9
K. Hovnanian at Dominguez, Inc.
K. Hovnanian at Dominion Ridge, Inc.
K. Hovnanian at East Brunswick V, Inc.
K. Hovnanian at East Brunswick VI, Inc.
K. Hovnanian at East Brunswick VIII, Inc.
K. Hovnanian at East Whiteland I, Inc.
K. Hovnanian at Exeter Hills, Inc.
K. Hovnanian at Fair Lakes Glen, Inc.
K. Hovnanian at Fair Lakes, Inc.
K. Hovnanian at Freehold Township, Inc.
K. Hovnanian at Freehold Township I, Inc.
K. Hovnanian at Ft. Myers I, Inc.
K. Hovnanian at Ft. Myers II, Inc.
K. Hovnanian at Great Notch, Inc. (formally K. Hovnanian at Berlin,
Inc.)
K. Hovnanian at Hackettstown, Inc.
K. Hovnanian at Half Moon Bay, Inc.
K. Hovnanian at Hampton Oaks, Inc.
K. Hovnanian at Hanover, Inc.
K. Hovnanian at Hershey's Mill, Inc. (a PA Corp)
K. Hovnanian at Highland Vineyards, Inc.
K. Hovnanian at Holly Crest, Inc.
K. Hovnanian at Hopewell IV, Inc.
K. Hovnanian at Hopewell V, Inc.
K. Hovnanian at Hopewell VI, Inc.
K. Hovnanian at Horizon Heights, Inc.
K. Hovnanian at Howell Township, Inc.
K. Hovnanian at Howell Township II, Inc.
K. Hovnanian at Hunter Estates, Inc.
K. Hovnanian at Jacksonville II, Inc.
K. Hovnanian at Jefferson, Inc.
K. Hovnanian at Jersey City I, Inc.
K. Hovnanian at Jersey City II, Inc.
K. Hovnanian at Jersey City III, Inc.
K. Hovnanian at Kings Grant I, Inc.
K. Hovnanian at Klockner Farms, Inc.
K. Hovnanian at La Terraza, Inc.
II-10
K. Hovnanian at La Trovata, Inc.
K. Hovnanian at Lakewood, Inc.
K. Hovnanian at Lawrence V, Inc.
K. Hovnanian at Lawrence Square, Inc.
K. Hovnanian at Locust Grove I, Inc.
K. Hovnanian at Lower Saucon II, Inc.
K. Hovnanian at Lower Saucon, Inc.
K. Hovnanian at Mahwah II, Inc.
K. Hovnanian at Mahwah IV, Inc. (Whalepond)
K. Hovnanian at Mahwah IX, Inc.
K. Hovnanian at V, Inc.
K. Hovnanian at Mahwah VI, Inc. (Norfolk)
K. Hovnanian at Mahwah VII, Inc.
K. Hovnanian at Mahwah VIII, Inc.
K. Hovnanian at Manalapan II, Inc.
K. Hovnanian at Manalapan, Inc.
K. Hovnanian at Marlboro Township II, Inc.
K. Hovnanian at Marlboro Township IV, Inc.
K. Hovnanian of Marlboro Township VI, Inc.
K. Hovnanian of Marlboro Township VII, NJ
K. Hovnanian at Marlboro, III
K. Hovnanian at Medford I, Inc.
K. Hovnanian at Merrimack, Inc.
K. Hovnanian of Metro DC South, Inc.
K. Hovnanian at Montclair NJ, Inc.
K. Hovnanian at Montclair, Inc.
K. Hovnanian at Montgomery I, Inc.
K. Hovnanian at Montville II, Inc.
K. Hovnanian at Montville, Inc.
K. Hovnanian at Newark I, Inc.
K. Hovnanian at Newark Urban Renewal Corporation I, Inc.
K. Hovnanian at Newark Urban Renewal Corporation IV, Inc.
K. Hovnanian at Newark Urban Renewal Corporation V, Inc.
K. Hovnanian at North Brunswick II, Inc.
K. Hovnanian at North Brunswick III, Inc.
II-11
K. Hovnanian at North Brunswick IV, Inc.
K. Hovnanian at Northern Westchester, Inc.
K. Hovnanian at Northlake, Inc.
K. Hovnanian at Ocean Walk, Inc.
K. Hovnanian at P.C. Properties, Inc.
K. Hovnanian at Park Ridge, Inc.
K. Hovnanian at Pasco I, Inc.
K. Hovnanian at Pasco II, Inc.
K. Hovnanian at Peekskill, Inc.
K. Hovnanian at Pembroke Shores, Inc.
K. Hovnanian at Perkiomen I, Inc.
K. Hovnanian at Perkiomen II, Inc.
K. Hovnanian at Plainsboro I, Inc.
K. Hovnanian at Plainsboro II, Inc.
K. Hovnanian at Plainsboro III, Inc.
K. Hovnanian at Polo Trace, Inc.
K. Hovnanian at Port Imperial North, Inc.
K. Hovnanian Properties of East Brunswick II, Inc.
K. Hovnanian at Princeton, Inc.
K. Hovnanian at Rancho Christianitos, Inc.
K. Hovnanian at Raritan I, Inc.
K. Hovnanian at Readington II, Inc.
K. Hovnanian at Reservoir Ridge, Inc.
K. Hovnanian at River Oaks, Inc.
K. Hovnanian at San Sevaine, Inc.
K. Hovnanian at Saratoga, Inc.
K. Hovnanian at Scotch Plains II, Inc.
K. Hovnanian at Scotch Plains, Inc.
K. Hovnanian at Seneca Crossing, Inc.
K. Hovnanian at Smithville, Inc.
K. Hovnanian at Smithville III, Inc.
K. Hovnanian at Somerset VIII, Inc.
K. Hovnanian at South Brunswick II, Inc.
K. Hovnanian at South Brunswick III, Inc.
K. Hovnanian at South Brunswick IV, Inc.
K. Hovnanian at South Brunswick V, Inc.
K. Hovnanian at South Brunswick, Inc.
II-12
K. Hovnanian at Spring Ridge, Inc.
K. Hovnanian at Stone Canyon, Inc.
K. Hovnanian at Stonegate, Inc. (a CA Corporation)
K. Hovnanian at Stonegate, Inc. (a VA Corporation)
K. Hovnanian at Stony Point, Inc.
K. Hovnanian at Stuart Road, Inc.
K. Hovnanian at Sully Station, Inc.
K. Hovnanian at Summerwood, Inc.
K. Hovnanian at Sunsets, L.L.C.
K. Hovnanian at Sycamore, Inc.
K. Hovnanian at Tannery Hill, Inc.
K. Hovnanian at The Bluff, Inc.
K. Hovnanian at The Cedars, Inc.
K. Hovnanian at The Glen, Inc.
K. Hovnanian at the Reserve at Medford, Inc.
K. Hovnanian at Thornbury, Inc.
K. Hovnanian at Tierrasanta, Inc.
K. Hovnanian at Tuxedo, Inc.
K. Hovnanian of Union Township I, Inc.
K. Hovnanian at Upper Freehold Township I, Inc.
K. Hovnanian at Upper Makefield I, Inc.
K. Hovnanian at Upper Merion, Inc.
K. Hovnanian at Vail Ranch, Inc.
K. Hovnanian at Valleybrook II, Inc.
K. Hovnanian at Valleybrook, Inc.
K. Hovnanian at Wall Township II, Inc.
K. Hovnanian at Wall Township IV, Inc.
K. Hovnanian at Wall Township VI, Inc.
K. Hovnanian at Wall Township VII, Inc.
K. Hovnanian at Wall Township VIII, Inc.
K. Hovnanian at Wall Township, Inc.
K. Hovnanian at Washingtonville, Inc.
K. Hovnanian at Wayne III, Inc.
K. Hovnanian at Wayne IV, Inc.
K. Hovnanian at Wayne V, Inc.
K. Hovnanian at Wayne VI, Inc.
K. Hovnanian at Wayne VII, Inc.
II-13
K. Hovnanian at West Orange, Inc.
K. Hovnanian at Wildrose, Inc.
K. Hovnanian at Winston Trails, Inc.
K. Hovnanian at Woodmont, Inc.
K. Hovnanian Aviation, Inc.
K. Hovnanian Companies Northeast, Inc.
K. Hovnanian Companies of California, Inc.
K. Hovnanian Companies of Florida, Inc.
K. Hovnanian Companies of Maryland, Inc.
K. Hovnanian Companies of Metro Washington, Inc.
K. Hovnanian Companies of New York, Inc.
K. Hovnanian Companies of North Carolina, Inc.
K. Hovnanian Companies of Pennsylvania, Inc.
K. Hovnanian Companies of Southern California, Inc.
K. Hovnanian Construction Management, Inc.
K. Hovnanian's Design Gallery, Inc.
K. Hovnanian Developments of California, Inc.
K. Hovnanian Developments of Maryland, Inc.
K. Hovnanian Developments of Metro Washington, Inc.
K. Hovnanian Developments of New Jersey, Inc.
K. Hovnanian Developments of New York, Inc.
K. Hovnanian Developments of Texas, Inc.
K. Hovnanian Enterprises, Inc.
K. Hovnanian Equities, Inc.
K. Hovnanian Florida Division, Inc.
K. Hovnanian Investment Properties of New Jersey, Inc.
K. Hovnanian Investment Properties, Inc.
K. Hovnanian Investments, Inc.
K. Hovnanian Marine, Inc.
K. Hovnanian Mortgage USA, Inc.
K. Hovnanian Mortgage, Inc.
K. Hovnanian North Jersey Acquisitions, L.L.C.
K. Hovnanian Poland, SP .Z.O.O.
K. Hovnanian Port Imperial Urban Renewal, Inc.
K. Hovnanian Properties of East Brunswick, II, Inc.
K. Hovnanian Properties of Franklin, Inc.
K. Hovnanian Properties of Hamilton, Inc.
II-14
K. Hovnanian Properties of Lake Worth, Inc.
K. Hovnanian Properties of NB Theatre, Inc.
K. Hovnanian Properties of Newark Urban Renewal Corporation, Inc.
K. Hovnanian Properties of North Brunswich II, Inc.
K. Hovnanian Properties of North Brunswick V, Inc.
K. Hovnanian Properties of North Center Drive, Inc.
K. Hovnanian Properties of Piscataway, Inc.
K. Hovnanian Properties of Red Bank, Inc.
K. Hovnanian Properties of Route 35, Inc.
K. Hovnanian Properties of Wall, Inc.
K. Hovnanian Real Estate Investment, Inc.
K. Hovnanian Real Estate of Florida, Inc.
K. Hovnanian Southeast Florida, Inc.
K. Hovnanian Southeast Region, Inc.
K. Hovnanian's Four Seasons of the Palm Beaches, Inc.
KHC Acquisition, Inc.
KHL, Inc.
Kings Grant Evesham Corp.
Landarama, Inc.
Matzel & Mumford of Delaware, Inc.
Minerva Group, Inc.
Molly Pitcher Construction Co., Inc.
New K. Hovnanian Developments of Florida, Inc.
Park Village Realty, Inc.
Parthenon Group, Inc.
Pine Brook Co., Inc.
Preston Grande Homes, Inc.
Que Corporation
Reflections of You Interiors, Inc.
Stonebrook Homes, Inc.
The Matzel & Mumford Organization, Inc.
The New Fortis Corporation
The Southampton Corporation
Tropical Service Builders, Inc.
Washington Homes of Delaware, Inc.
Washington Homes of West Virginia, Inc.
II-15
Washington Homes, Inc.
Washington Homes, Inc. of Virginia
Westminster Homes (Charlotte), Inc.
Westminster Homes of Tennessee, Inc.
Westminster Homes, Inc.
WH Land I, Inc.
WH Land II, Inc.
WH Properties, Inc.
Arbor West, L.L.C.
Heritage Pines, L.L.C.
K. Hovnanian at Arbor Heights, L.L.C.
K. Hovnanian at Ashburn Village, L.L.C.
K. Hovnanian at Barnegat I, L.L.C.
K. Hovnanian at Berkeley, L.L.C.
K. Hovnanian at Bernards V, L.L.C.
K. Hovnanian at Blooms Crossing, L.L.C.
K. Hovnanian at Blue Heron Pines, L.L.C.
K. Hovnanian at Brenbrooke, L.L.C.
K. Hovnanian at Carmel Village, L.L.C.
K. Hovnanian at Cedar Grove III, L.L.C.
K. Hovnanian at Chester I, L.L.C.
K. Hovnanian at Clifton, L.L.C.
K. Hovnanian at Columbia Town Center, L.L.C.
K. Hovnanian at Cranbury, L.L.C.
K. Hovnanian at Curries Woods, L.L.C.
K. Hovnanian at Encinitas Ranch, L.L.C.
K. Hovnanian at Guttenberg, L.L.C.
K. Hovnanian at Hamburg, L.L.C.
K. Hovnanian at Hamburg Contractors, L.L.C.
K. Hovnanian at Jackson, L.L.C.
K. Hovnanian at Jersey City IV, L.L.C.
K. Hovnanian at Kent Island, L.L.C.
K. Hovnanian at Kincaid, L.L.C.
K. Hovnanian at King Farm, L.L.C.
K. Hovnanian at LaFayette Estates, L.L.C.
K. Hovnanian at Lake Ridge Crossing, L.L.C.
K. Hovnanian at Lake Terrapin, L.L.C.
II-16
K. Hovnanian at Lawrence V, L.L.C.
K. Hovnanian at Linwood, L.L.C.
K. Hovnanian at Little Egg Harbor, L.L.C.
K. Hovnanian at Little Egg Harbor Contractors, L.L.C.
K. Hovnanian at Lower Moreland I, L.L.C.
K. Hovnanian at Lower Moreland II, L.L.C.
K. Hovnanian at Lower Saucon II, L.L.C.
K. Hovnanian at Mansfield I, LLC
K. Hovnanian at Mansfield II, LLC
K. Hovnanian at Mansfield III, L.L.C.
K. Hovnanian at Marlboro Township VIII, L.L.C.
K. Hovnanian at Marlboro VI, L.L.C.
K. Hovnanian at Marlboro VII, L.L.C.
K. Hovnanian at Menifee, L.L.C.
K. Hovnanian at Middletown, L.L.C.
K. Hovnanian at Mt. Olive Township, L.L.C.
K. Hovnanian at North Brunswick VI, L.L.C.
K. Hovnanian at North Haledon, L.L.C.
K. Hovnanian at Northampton, L.L.C.
K. Hovnanian at Northfield, L.L.C.
K. Hovnanian at Pacific Bluffs, L.L.C.
K. Hovnanian at Paramus, L.L.C.
K. Hovnanian at Park Lane, L.L.C.
K. Hovnanian at Prince William, L.L.C.
K. Hovnanian at Rancho Santa Margarita, L.L.C.
K. Hovnanian at Riverbend, L.L.C.
K. Hovnanian at Roderuck, L.L.C.
K. Hovnanian at Rowland Heights, L.L.C.
K. Hovnanian at Sayreville, L.L.C.
K. Hovnanian at South Amboy, L.L.C.
K. Hovnanian at South Bank, L.L.C.
K. Hovnanian at Spring Hill Road, L.L.C.
K. Hovnanian at St. Margarets, L.L.C.
K. Hovnanian at Sunsets, L.L.C.
K. Hovnanian at the Gables, L.L.C.
K. Hovnanian at Upper Freehold Township I, Inc.
K. Hovnanian at Upper Freehold Township II, Inc.
II-17
K. Hovnanian at Wanaque, L.L.C.
K. Hovnanian at Washington, L.L.C.
K. Hovnanian at Wayne VIII, L.L.C.
K. Hovnanian at West Milford, L.L.C.
K. Hovnanian at West Windsor, L.L.C.
K. Hovnanian at Willow Brook, L.L.C.
K. Hovnanian at Winchester, L.L.C.
K. Hovnanian Central Acquisitions, L.L.C.
K. Hovnanian Companies of Metro D.C. North, L.L.C.
K. Hovnanian North Central Acquisitions, L.L.C.
K. Hovnanian North Jersey Acquisitions, L.L.C.
K. Hovnanian Shore Acquisitions, L.L.C.
K. Hovnanian South Jersey Acquisition, L.L.C.
K. Hovnanian's Four Seasons, L.L.C.
K. Hovnanian's Private Home Portfolio, L.L.C.
Kings Court at Montgomery, L.L.C.
Kings Crossing at Montgomery, L.L.C.
Knox Creek, L.L.C.
M&M at Apple Ridge, L.L.C.
M&M at Brookhill, L.L.C.
M&M at Heritage Woods, L.L.C.
M&M at the Highlands, L.L.C.
McKinley Court, L.L.C.
M&M at Morristown, L.L.C.
M&M at Roosevelt, L.L.C.
M&M at Sheridan, L.L.C.
M&M at Sparta, L.L.C.
M&M at Spinnaker Pointe, L.L.C.
M&M at Spruce Hollow, L.L.C.
M&M at Spruce Meadows, L.L.C.
M&M at Spruce Run, L.L.C.
Matzel & Mumford at Aple Ridge II, L.L.C.
Matzel & Mumford at Basking Ridge, L.L.C.
Matzel & Mumford at Cranbury Knoll, L.L.C.
Matzel & Mumford at Freehold, L.L.C.
Matzel & Mumford at Heritage Landing, L.L.C.
Matzel & Mumford at Montgomery, L.L.C.
II-18
Matzel & Mumford at Phillipsburg, L.L.C.
Matzel & Mumford at Piscataway, L.L.C.
Matzel & Mumford at South Brunswick, L.L.C.
Matzel & Mumford at Tewksbury, L.L.C.
Matzel & Mumford at West Windsor, L.L.C.
Matzel & Mumford at White Oak Estates, L.L.C.
Matzel & Mumford at Willows Pond, L.L.C.
Matzel & Mumford at Woodland Crest, L.L.C.
Monticello Woods, L.L.C.
New Homebuyers Title Co. (Virginia) L.L.C.
New Homebuyers Title Company, L.L.C.
Shadow Creek, L.L.C.
Section 14 of the Hills, L.L.C.
The Landings at Spinnaker Pointe, L.L.C.
Title Group II, L.L.C.
Town Homes at Montgomery, L.L.C.
Westminster Homes of Alabama, L.L.C.
Westminster Homes of Mississippi, L.L.C.
Westwood Hills, L.L.C.
WH/PR Land Co., L.L.C.
Athena Portfolio Investors, L.P.
Beacon Manor Associates, L.P.
Galleria Mortgage, L.P.
Goodman Family Builders, L.P.
Goodman Mortgage Investors, L.P.
M&M Investments, L.P.
Parkway Development
Sovereign Group, L.P.
Washabama, L.P.
II-19
INDEX TO EXHIBITS
Exhibit Number Description of Exhibits
4.1(a) CertificateNumber
**1.1 - Underwriting Agreement (Hovnanian Debt Securities and Warrants to
Purchase Hovnanian Debt Securities).
**1.2 - Underwriting Agreement (K. Hovnanian Debt Securities and Warrants
to Purchase K. Hovnanian Debt Securities).
**1.3 - Underwriting Agreement (Equity Securities and Warrants to Purchase
Equity Securities).
**1.4 - Underwriting Agreement (Stock Purchase Contracts).
**1.5 - Underwriting Agreement (Stock Purchase Units).
*4.1 - Form of
IncorporationHovnanian Debt Securities.
*4.2 - Form of the Company
Incorporated by reference to Exhibits to Registration
Statement (No. 2-85198) onK. Hovnanian Debt Securities.
4.3 - Form S-1 of the Company
4.1(b) CertificateHovnanian Senior Debt Indenture (filed herewith).
4.4 - Form of AmendmentHovnanian Senior Subordinated Debt Indenture (filed
herewith).
4.5 - Form of CertificateHovnanian Subordinated Debt Indenture (filed herewith).
4.6 - Form of IncorporationK. Hovnanian Senior Debt Indenture (filed herewith).
4.7 - Form of the
Company
Incorporated by reference to Exhibits to Annual Report onK. Hovnanian Senior Subordinated Debt Indenture (filed
herewith).
4.8 - Form 10-Kof K. Hovnanian Subordinated Debt Indenture (filed herewith).
*4.9 - Form of Warrant Agreement for the year ended February 28, 1994
4.2 By-LawsPreferred Stock and Common Stock
(including Form of the Company
Incorporated by reference to Exhibits to Annual Report onWarrant Certificate).
*4.10 - Form 10-Kof Warrant Agreement for the year ended February 28, 1994
4.3 Specimen Class A common stock
Certificate incorporated by reference to Exhibits to Annual
Report onHovnanian Debt Securities (including
form of Warrant Certificate).
*4.11 - Form 10-Kof Warrant Agreement for the year ended February 28, 1994
K. Hovnanian Debt Securities
(including form of Warrant Certificate).
***5.1 - Opinion of Simpson Thacher & Bartlett asBartlett.
***5.2 - Opinion of Peter S. Reinhart, Senior Vice-President and General
Counsel of Hovnanian and K. Hovnanian.
12.1 - Computation of Ratio of Earnings to the validity of the
issuance of the Class A common stockCombined Fixed Charges and
Preferred Dividends (filed herewith).
23.1 - Consent of Ernst & Young LLP independent auditors
23.4(filed herewith).
***23.2 - Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1)
24.
***23.3 - Consent of Peter S. Reinhart, Senior Vice-President and General
Counsel of Hovnanian and K. Hovnanian (included in Exhibit 5.2).
24.1 - Powers of Attorney of Board of Directors of Hovnanian (included
on pages II-3 and II-4 hereof)signature page).
24.2 - Powers of Attorney of Board of Directors of K. Hovnanian (included
on signature page).
25.3 - Powers of Attorney of Board of Directors of Subsidiary Registrants
(included on signature page).
25.1 - Statement of Eligibility of Trustee under the Hovnanian Indentures
(filed herewith).
25.2 - Statement of Eligibility of Trustee under the K. Hovnanian
Indentures (filed herewith).
* Incorporated by reference to exhibit of same number to Registration
Statement No. 333-51991.
** To be incorporated by reference, as necessary, as an exhibit to one
or more reports on Form 8-K.
*** To be filed by amendment.