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EXHIBIT 99.3
K. HOVNANIAN ENTERPRISES, INC.
OFFER TO EXCHANGE ITS
8.000% SENIOR NOTES DUE 2012
8.875% SENIOR SUBORDINATED NOTES DUE 2012
AND
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, FOR ANY AND ALL OF ITS
OUTSTANDING 8.000% SENIOR NOTES DUE 2012
AND
OUTSTANDING 8.875% SENIOR SUBORDINATED NOTES DUE 2012
, 2002
To Our Clients:
Enclosed for your consideration is a Prospectus, dated , 2002 (as the
same may be amended or supplemented from time to time, the "Prospectus"), and a
Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the
"Exchange Offer") by K. Hovnanian Enterprises, Inc. (the "Issuer"), Hovnanian
Enterprises, Inc. (the "Hovnanian"), the parent of the Issuer, and certain other
subsidiaries of Hovnanian (together with Hovnanian, the "Guarantors") to
exchange $1,000 principal amount of each of the Issuer's 8.000% Senior Notes due
2012 and 8.875% Senior Subordinated Notes due 2012, guaranteed by the Guarantors
(collectively, the "Exchange Notes") that have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
registration statement of which the Prospectus is a part, for each $1,000
principal amount of their outstanding 8.000% Senior Notes due 2012 and
outstanding 8.875% Senior Subordinated Notes due 2012, guaranteed by the
Guarantors (collectively, the "Outstanding Notes"), respectively. The terms of
the Exchange Notes are identical in all material respects (including principal
amount, interest rate and maturity) to the terms of the Outstanding Notes for
which they may be exchanged pursuant to the Exchange Offer, except that the
Exchange Notes are freely transferable by holders thereof, upon the terms and
subject to the conditions of the enclosed Prospectus and the enclosed Letter of
Transmittal (the "Letter of Transmittal"). The Outstanding Notes are
unconditionally guaranteed (the "Old Guarantees") by the Guarantors, and the
Exchange Notes will be unconditionally guaranteed (the "New Guarantees") by the
Guarantors. Upon the terms and subject to the conditions set forth in the
Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New
Guarantees with respect to all Exchange Notes issued in the Exchange Offer in
exchange for the outstanding Old Guarantees of the Outstanding Notes for which
such Exchange Notes are issued in exchange. Throughout this letter, unless the
context otherwise requires and whether so expressed or not, references to the
"Exchange Offer" include the Guarantor's offer to exchange the New Guarantees
for the Old Guarantees, references to the "Exchange Notes" include the related
New Guarantees and references to the "Outstanding Notes" include the related Old
Guarantees. The Issuer will accept for exchange any and all Outstanding Notes
properly tendered according to the terms of the Prospectus and the Letter of
Transmittal. Consummation of the Exchange Offer is subject to certain conditions
described in the Prospectus.
This material is being forwarded to you as the beneficial owner of
Outstanding Notes carried by us for your account or benefit but not registered
in your name. A tender of such Outstanding Notes may only be made by us as the
registered holder and pursuant to your instructions. Therefore, the Issuers urge
beneficial owners of Outstanding Notes registered in the name of a broker,
dealer, commercial
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bank, trust company or other nominee to contact such registered holder promptly
if such beneficial owners wish to tender Outstanding Notes in the Exchange
Offer.
Accordingly, we request instructions as to whether you wish to tender any or
all such Outstanding Notes held by us for your account, pursuant to the terms
and conditions set forth in the enclosed Prospectus and Letter of Transmittal.
However, we urge you to read the Prospectus carefully before instructing us as
to whether or not to tender your Outstanding Notes.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to tender Outstanding Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 P.M.,
New York City Time, on , 2002, unless the Exchange Offer is extended by
the Issuer. The time the Exchange Offer expires is referred to as the
"Expiration Date." Tenders of Outstanding Notes may be withdrawn at any time
prior to the Expiration Date.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR OUTSTANDING NOTES, PLEASE
SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM
ON THE REVERSE HEREOF.
The accompanying Letter of Transmittal is furnished to you for your
information only and may not be used by you to tender Outstanding Notes held by
us and registered in our name for your account or benefit.
If we do not receive written instructions in accordance with the procedures
presented in the Prospectus and the Letter of Transmittal, we will not tender
any of the Outstanding Notes on your account.
Please carefully review the enclosed material as you consider the Exchange
Offer.
INSTRUCTIONS
General: If you are the beneficial owner of 8.000% Senior Notes due 2012 please
read and follow the instructions under the heading "Instruction to Registered
Holder and/or DTC Participant From Beneficial Owner of 8.000% Senior Notes due
2012" below. If you are the beneficial owner of 8.875% Senior Subordinated Notes
due 2012 please read and follow the instructions under the heading "Instruction
to Registered Holder and/or DTC Participant From Beneficial Owner of 8.875%
Senior Subordinated Notes due 2012" below.
INSTRUCTION TO REGISTERED HOLDER AND/OR DTC PARTICIPANT FROM BENEFICIAL OWNER OF
8.000% SENIOR NOTES DUE 2012
The undersigned acknowledge(s) receipt of the Prospectus dated ,
2002 as the same may be amended or supplemented from time to time, the
"Prospectus"), and a Letter of Transmittal (the "Letter of Transmittal"),
relating to the offer (the "Exchange Offer") by K. Hovnanian Enterprises, Inc.
(the "Issuer"), Hovnanian Enterprises, Inc. ("Hovnanian"), the parent of the
Issuer, and certain other subsidiaries of Hovnanian (together with Hovnanian,
the "Guarantors") to exchange $1,000 principal amount of their 8.000% Senior
Notes due 2012, guaranteed by the Guarantors (the "Exchange Notes"), which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a registration statement of which the Prospectus is a part,
for each $1,000 principal amount of their outstanding 8.000% Senior Notes due
2012, guaranteed by the Guarantors (the "Outstanding Notes"), upon the terms and
subject to the conditions set forth in the Prospectus and the Letter of
Transmittal. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Exchange Offer with respect to the Outstanding Notes held
by you for the account of the undersigned.
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The aggregate face amount of the Outstanding Notes held by you for the
account of the undersigned is (fill in amount):
$ of the Outstanding Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To TENDER the following Outstanding Notes held by you for the account
of the undersigned (insert principal amount of Outstanding Notes to be tendered,
if any):
$ of the Outstanding Notes.
[ ] NOT TO TENDER any Outstanding Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Outstanding Notes held by you
for the account of the undersigned, it is understood that you are authorized
(a) to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner of the Outstanding Notes, including but not limited to the
representations that (i) the undersigned is not an affiliate, as defined in
Rule 405 under the Securities Act, of the Issuer, (ii) the undersigned is not
engaged in and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution of Exchange
Notes, (iii) the undersigned is acquiring the Exchange Notes in the ordinary
course of its business, (iv) the undersigned acknowledges that any person
participating in the Exchange Offer for the purpose of distributing the Exchange
Notes must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any resale transaction of the Exchange
Notes acquired by such person and cannot rely on the position of the staff of
the Securities and Exchange Commission set forth in certain no-action letters
(see the section of the Prospectus entitled "The Exchange Offer--Resale of
Exchange Notes"), (v) the undersigned understands that a secondary resale
transaction described in clause (iv) above should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 of Regulation S-K of the Securities and Exchange
Commission, and (vi) if the undersigned is a broker- dealer that will receive
Exchange Notes for its own account in exchange for Outstanding Notes that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes received in
respect of such Outstanding Notes pursuant to the Exchange Offer, however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act;
(b) to agree, on behalf of the undersigned, as set forth in the Letter of
Transmittal; and (c) to take such other action as necessary under the Prospectus
or the Letter of Transmittal to effect the valid tender of Outstanding Notes.
________________________________________________________________________________
SIGN HERE
Name of Beneficial Owner(s): ___________________________________________________
Signatures(s): _________________________________________________________________
Name(s) (please print): ________________________________________________________
Address(es): ___________________________________________________________________
Area Code and Telephone Number(s): _____________________________________________
Taxpayer Identification or Social Security Number(s): __________________________
Date: __________________________________________________________________________
_______________________________________________________________________________
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INSTRUCTION TO REGISTERED HOLDER AND/OR DTC PARTICIPANT FROM BENEFICIAL OWNER OF
8.875% SENIOR SUBORDINATED NOTES DUE 2012
The undersigned acknowledge(s) receipt of the Prospectus dated , 2002
as the same may be amended or supplemented from time to time, the "Prospectus"),
and a Letter of Transmittal (the "Letter of Transmittal"), relating to the offer
(the "Exchange Offer") by K. Hovnanian Enterprises, Inc. (the "Issuer"),
Hovnanian Enterprises, Inc. ("Hovnanian"), the parent of the Issuer, and certain
other subsidiaries of Hovnanian (together with Hovnanian, the "Guarantors") to
exchange $1,000 principal amount of their 8.875% Senior Subordinated Notes due
2012, guaranteed by the Guarantors (the "Exchange Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to a registration statement of which the Prospectus is a part, for each
$1,000 principal amount of their outstanding 8.875% Senior Subordinated Notes
due 2012, guaranteed by the Guarantors (the "Outstanding Notes"), upon the terms
and subject to the conditions set forth in the Prospectus and the Letter of
Transmittal. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Exchange Offer with respect to the Outstanding Notes held
by you for the account of the undersigned.
The aggregate face amount of the Outstanding Notes held by you for the
account of the undersigned is (fill in amount):
$ of the Outstanding Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To TENDER the following Outstanding Notes held by you for the account
of the undersigned (insert principal amount of Outstanding Notes to be tendered,
if any):
$ of the Outstanding Notes.
[ ] NOT TO TENDER any Outstanding Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Outstanding Notes held by you
for the account of the undersigned, it is understood that you are authorized
(a) to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner of the Outstanding Notes, including but not limited to the
representations that (i) the undersigned is not an affiliate, as defined in
Rule 405 under the Securities Act, of the Issuer, (ii) the undersigned is not
engaged in and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution of Exchange
Notes, (iii) the undersigned is acquiring the Exchange Notes in the ordinary
course of its business, (iv) the undersigned acknowledges that any person
participating in the Exchange Offer for the purpose of distributing the Exchange
Notes must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any resale transaction of the Exchange
Notes acquired by such person and cannot rely on the position of the staff of
the Securities and Exchange Commission set forth in certain no-action letters
(see the section of the Prospectus entitled "The Exchange Offer--Resale of
Exchange Notes"), (v) the undersigned understands that a secondary resale
transaction described in clause (iv) above should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 of Regulation S-K of the Securities and Exchange
Commission, and (vi) if the undersigned is a broker- dealer that will receive
Exchange Notes for its own account in exchange for Outstanding Notes that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes received in
respect of such Outstanding Notes pursuant to the Exchange Offer, however, by so
acknowledging and
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by delivering a prospectus, the undersigned will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act; (b) to agree, on
behalf of the undersigned, as set forth in the Letter of Transmittal; and
(c) to take such other action as necessary under the Prospectus or the Letter of
Transmittal to effect the valid tender of Outstanding Notes.
________________________________________________________________________________
SIGN HERE
Name of Beneficial Owner(s): ___________________________________________________
Signatures(s): _________________________________________________________________
Name(s) (please print): ________________________________________________________
Address(es): ___________________________________________________________________
Area Code and Telephone Number(s): _____________________________________________
Taxpayer Identification or Social Security Number(s): __________________________
Date: __________________________________________________________________________
_______________________________________________________________________________
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