MERITAGE HOMES CORPORATION LETTERHEAD
March 29, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D C 20549-0404
Ladies and Gentlemen:
Meritage Homes Corporation is this day filing with the Securities and
Exchange Commission a registration statement on Form S-4 under the Securities
Act of 1933 with respect to $350,000,000 aggregate principal amount of its 6
1/4% Senior Notes due 2015. Meritage proposes to offer these new notes in
exchange for a like principal amount of its 6 1/4% Senior Notes due 2015, which
were previously offered and sold in a transaction exempt from the registration
requirements of the Securities Act. The new notes are being registered in
reliance upon the position of the Commission's staff enunciated in Exxon Capital
Holdings Corporation (avail. May 13, 1988), Morgan Stanley & Co. Incorporated
(avail. June 5, 1991) and Shearman & Sterling (avail. July 2, 1993).
In accordance with the position of the Commission's staff enunciated in
Morgan Stanley & Co. Incorporated, Meritage represents that it has not entered
into any arrangement or understanding with any person to distribute the new
notes to be issued in the exchange offer and, to the best of Meritage's
information and belief, each person participating in the exchange offer will be
acquiring the new notes in the ordinary course of its business and has no
arrangement or understanding with any person to participate in a distribution of
the new notes. In this regard, Meritage represents that it will make each person
participating in the exchange offer aware (through the exchange offer prospectus
or otherwise) that any holder of old notes using the exchange offer to
participate in a distribution of the new notes (a) cannot rely on the Staff's
position enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co.
Incorporated or similar letters and (b) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction. Meritage acknowledges that any such secondary
resale transaction should be covered by an effective registration statement
containing the selling securityholder information required by Item 507 of
Regulation S-K.
Additionally, in accordance with the Staff's position enunciated in
Shearman & Sterling, Meritage (a) will make each person participating in the
exchange offer aware (through the exchange offer prospectus or otherwise) that
any broker-dealer who holds old notes acquired for its own account as a result
of market-making activities or other trading activities, and who receives new
notes in exchange for those old notes pursuant to the exchange offer, may be a
statutory underwriter and must deliver a prospectus meeting the requirements of
the Securities Act (which may be the exchange off prospectus so long as it
contains a plan of distribution with respect to those resale transactions) in
connection with any resales of those new notes and (b)
Securities and Exchange Commission
March 29, 2005
Page 2
will include in the letter of transmittal accompanying the exchange offer
prospectus the following additional provision:
If the [exchange offeree] is a broker-dealer that will
receive new notes for its own account in exchange for
old 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 resales of those new notes.
The letter of transmittal also will include a statement to the effect that, by
so acknowledging and delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
Very truly yours,
MERITAGE HOMES CORPORATION
By: /s/ Larry W. Seay
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Chief Financial Officer,
Vice President and Secretary