FORM 10-K/A
(AMENDMENT NO. 1)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-6830
ORLEANS HOMEBUILDERS, INC.
(formerly FPA Corporation)
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(Exact name of registrant as specified in its charter)
One Greenwood Square, #101
3333 Street Road
Delaware 59-0874323 Bensalem, PA 19020
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(State or other jurisdiction of (I.R.S. Employer (Address of Principal Executive Office)
incorporation or organization) Identification No.)
(215) 245-7500
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
- --------------------------------------- -----------------------
Common Stock, $.10 Par Value Per Share American Stock Exchange
(also formerly registered under
Section 12(g) of the Act)
Securities Registered Pursuant to Section
12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ____
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
YES X NO
--- ---
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
YES X NO
--- ---
The aggregate market value of the registrant's Common Stock held by
non-affiliates of the registrant as of December 31, 2004 was $80,946,851.
Number of shares of the registrant's outstanding Common Stock as of August 22,
2005 was 18,521,220 shares (excluding 176,911 shares held in Treasury).
Documents incorporated by reference:
Part III is incorporated by reference to the proxy statement for the annual
meeting of Stockholders scheduled to be held in December 2005.
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K is being filed solely for the purpose of
filing as Exhibit 10.16 to the Form 10-K the Orleans Homebuilders, Inc.
Incentive Compensation Plan.
The certifications required pursuant to Section 302 of the Sarbanes Oxley Act of
2002, which were filed as exhibits the 10-K originally filed by the registrant
on September 9, 2005, have been re-executed and re-filed as Exhibits to this
Form 10-K/A.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Financial Statements and Financial Statement Schedules
1. Financial Statements
The financial statements listed in the index on the first
page under Item 8 are filed as part of this Form 10-K.
2. Financial Statement Schedules
None.
3. Exhibits
Exhibit Number
- --------------
2.1 Stock Purchase Agreement dated as of October 12, 2000, by and among the
Company, Parker & Lancaster Corporation, and the selling stockholders
party thereto (incorporated by reference to Exhibit 2 to the Company's
Form 8-K filed with the Securities and Exchange Commission on October
27, 2000).
2.2 Stock Purchase Agreement among Orleans Homebuilders, Inc., Masterpiece
Homes, Inc., Robert Fitzsimmons, the David R. Robinson Trust and David
R. Robinson (incorporated by reference to Exhibit 2.1 to the Company's
Form 10-Q for the period ended September 30, 2003).
2.3 Purchase Agreement dated as of July 28, 2004 among Orleans
Homebuilders, Inc., Realen Homes, L.P., Realen General Partner, LLC, DB
Homes Venture, L.P., DeLuca Enterprises, Inc. DeLuca Sub., Inc., BPG
Real Estate Investors-B, L.P., Berwind Property Group, Ltd., and
Berwind Property Group, Inc. (incorporated by reference to Exhibit 2 to
the Company's Form 8-K filed with the Securities and Exchange
Commission on August 11, 2004).
2.4 Stock Purchase Agreement among Orleans Homebuilders, Inc., Masterpiece
Homes, Inc., Robert Fitzsimmons, the David R. Robinson Trust and David
R. Robinson (incorporated by reference to Exhibit 2.1 to the Company's
Form 10-Q for the period ended September 30, 2003).
3.1 Certificate of Incorporation of the Company, as amended, as effective
December 3, 2004 (incorporated by reference to Exhibit 3.1 to the
Company's Form 10-Q filed with the Securities and Exchange Commission
on February 14, 2005).
3.2 By-Laws of the Company, as amended as of August 26, 2004 (incorporated
by reference to Exhibit 3.1 to the Company's Form 8-K filed with the
Securities and Exchange Commission on December 7, 2004).
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10.1** Form of Indemnity Agreement executed by the Company with Directors of
the Company (incorporated by reference to Exhibit B to the Company's
Proxy Statement with respect to its 1986 Annual Meeting of
Stockholders).
10.2** Employment Agreement between the Company and Jeffrey P. Orleans, dated
June 26, 1987 (incorporated by reference to Exhibit 10.2 to the Form
S-1).
10.3** Employment Agreement between the Company and Robert Fitzsimmons
(incorporated by reference to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 2003).
10.4 $39,040,921 Mortgage Note dated November 7, 2003 by Orleans at
Lambertville, LLC in favor of Wachovia Bank, National Association
(incorporated by reference to Exhibit 10.8 of the Company's Amendment
No. 2 to Registration Statement on Form S-2 filed with the Securities
and Exchange Commission on March 1, 2004 (S.E.C. File No. 333-111916)).
10.5 Construction Loan Agreement dated November 7, 2003 by and between
Wachovia Bank, National Association and Orleans at Lambertville, LLC
(incorporated by reference to Exhibit 10.9 of the Company's Amendment
No. 2 to Registration Statement on Form S-2 filed with the Securities
and Exchange Commission on March 1, 2004 (S.E.C. File No. 333-111916)).
10.6 Third Allonge and Modification to Master Loan Agreement and Other Loan
Documents dated September 22, 2003 by and among Parker & Lancaster
Corporation, Parker Lancaster & Orleans, Inc. and Bank of America, N.A.
(incorporated by reference to Exhibit 10.14 of the Company's Amendment
No. 2 to Registration Statement on Form S-2 filed with the Securities
and Exchange Commission on March 1, 2004 (S.E.C. File No. 333-111916)).
10.7 Fourth Allonge and Modification to Master Loan Agreement and Other Loan
Documents dated November 18, 2003 by and among Parker & Lancaster
Corporation, Parker & Orleans Homebuilders, Inc. and Bank of America,
N.A. (incorporated by reference to Exhibit 10.15 of the Company's
Amendment No. 2 to Registration Statement on Form S-2 filed with the
Securities and Exchange Commission on March 1, 2004 (S.E.C. File No.
333-111916)).
10.8 Loan Modification Agreement (Master Line) dated November 11, 2003 by
and among Parker & Lancaster Corporation, Parker Lancaster & Orleans,
Inc., the Company, and South Trust Bank. (incorporated by reference to
Exhibit 10.31 of the Company's Amendment No. 2 to Registration
Statement on Form S-2 filed with the Securities and Exchange Commission
on March 1, 2004 (S.E.C. File No. 333-111916)).
10.9 Bridge Loan Agreement dated July 28, 2004 by and among Orleans, Inc.
and Wachovia Bank (incorporated by reference to Exhibit 10.32 of the
Company's Form 10-K for the fiscal year ended June 30, 2004).
10.10 First Amendment to the Bridge Loan Agreement made by and among Orleans
Homebuilders, Inc. and Wachovia National Bank dated November 17, 2004
(incorporated by reference to Exhibit 10.1 to the Company's Form 8-K
filed with the Securities and Exchange Commission on November 19,
2004).
10.11 Revolving Credit Loan Agreement among Greenwood Financial, Inc. and
certain other subsidiaries of Orleans Homebuilders, Inc., Orleans
Homebuilders, Inc. and Wachovia Bank, National Association and certain
other lenders, dated December 22, 2004 (incorporated by reference to
Exhibit 10.1 to the Company's Form 8-K filed with the Securities and
Exchange Commission on December 29, 2004).
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10.12 Guaranty by Orleans Homebuilders, Inc., dated December 22, 2004
(incorporated by reference to Exhibit 10.2 to the Company's Form 8-K
filed with the Securities and Exchange Commission on December 29,
2004).
10.13** Stock Award Plan (incorporated by reference to Appendix B to the
Company's Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on October 27, 2003).
10.14** 2004 Omnibus Stock Incentive Plan and form of option grant
(incorporated by reference to Exhibit 10.1 to the Company's Form 8-K
filed with the Securities and Exchange Commission on December 6, 2004).
10.15** Form of Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.1 to the Company's Form 8-K filed with the Securities and
Exchange Commission on March 10, 2005).
*10.16** Orleans Homebuilders, Inc. Incentive Compensation Plan, as amended.
21 Subsidiaries of the Registrant (previously filed).
23.1 Consent of PricewaterhouseCoopers LLP (previously filed).
*31.1 Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of
2002.
*31.2 Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of
2002.
*31.3 Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of
2002.
32.1 Certification Pursuant to Section 906 of the Sarbanes - Oxley Act of
2002 (previously filed).
32.2 Certification Pursuant to Section 906 of the Sarbanes - Oxley Act of
2002 (previously filed).
32.3 Certification Pursuant to Section 906 of the Sarbanes - Oxley Act of
2002 (previously filed).
______________
* Exhibits included with this filing.
** Management contract or compensatory plan or arrangement.
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SIGNATURES
and
POWER OF ATTORNEY
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ORLEANS HOMEBUILDERS, INC.
By: Jeffrey P. Orleans September 15, 2005
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Jeffrey P. Orleans,
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
*10.16** Orleans Homebuilders, Inc. Incentive Compensation Plan, as amended.
*31.1 Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of
2002.
*31.2 Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of
2002.
*31.3 Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of
2002.
______________
* Exhibits included with this filing.
** Management contract or compensatory plan or arrangement.