SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
WASHINGTON HOMES, INC.
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(Name of Issuer)
Common Stock (voting), $.01 par value
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(Title of Class of Securities)
938864105
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(CUSIP Number)
Peter S. Reinhart, Esq.
Senior Vice President, General Counsel
Hovnanian Enterprises, Inc.
10 Highway 35, P.O. Box 500
Red Bank, New Jersey 07701
(732) 747-7800
Copy to:
Vincent Pagano, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 28, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box /_/.
(Page 1 of 12 Pages)
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CUSIP No. 938864105 13D Page 2 of 12 Pages
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1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Hovnanian Enterprises, Inc.
22-1851059
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /_/
(b) /X/
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3. SEC USE ONLY:
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4. SOURCE OF FUNDS:
WC, 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
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NUMBER OF 7. SOLE VOTING POWER
SHARES 0
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BENEFI- 8. SHARED VOTING POWER
CIALLY 3,920,254<F1> (see Item 5 herein)
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OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
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REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 3,920,254<F1> (see Item 5 herein)
WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
0
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
/X/
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<F1> Hovnanian Enterprises, Inc. has entered into Voting Agreements, dated
August 28, 2000 with certain stockholders of Washington Homes, Inc.,
which provide that signatory stockholders will vote their shares of
Washington Homes Common Stock in favor of a proposal to adopt the
Merger Agreement (as defined below). Hovnanian Enterprises, Inc. does
not have any rights as a stockholder of Washington Homes, Inc. pursuant
to said Voting Agreements. Accordingly, Hovnanian Enterprises, Inc.
expressly disclaims beneficial ownership of all shares subject to
said agreements.
<PAGE>
CUSIP No. 938864105 13D Page 3 of 12 Pages
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
50.3%
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14. TYPE OF REPORTING PERSON:
CO
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Page 4 of 12 Pages
Item 1. Security and Issuer.
-------------------
This statement on Schedule 13D (this "Schedule 13D") relates to the
voting common stock, par value $.01 per share (the "Washington Homes Common
Stock"), of Washington Homes, Inc., a Maryland corporation ("Washington
Homes"). The address of the principal executive office of Washington Homes
is 1802 Brightseat Road, Landover, Maryland 20785-4235.
Item 2. Identity and Background.
-----------------------
This Schedule 13D is filed by Hovnanian Enterprises, Inc., a
Delaware corporation ("Hovnanian" or the "Reporting Person"). The address of
the principal executive office of Hovnanian is 10 Highway 35, P.O. Box 500,
Red Bank, New Jersey 07701. Hovnanian is a leading national homebuilder in
the United States.
To the best of Hovnanian's knowledge as of the date hereof, the
name, business address, present principal occupation or employment and
citizenship of each executive officer and director of Hovnanian, and the
name, principal business and address of any corporation or other organization
in which such employment is conducted is set forth in Schedule I hereto. The
information contained in Schedule I is incorporated herein by reference.
During the last five years, neither Hovnanian nor, to the best of
Hovnanian's knowledge, any of the executive officers or directors of
Hovnanian listed in Schedule I hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Hovnanian and Washington Homes entered into an Agreement and Plan
of Merger dated as of August 28, 2000 (the "Merger Agreement"). Pursuant to
the Merger Agreement, Washington Homes will merge (the "Merger") with and
into WHI Holding Co., Inc., a Delaware corporation and a wholly-owned
subsidiary of Hovnanian, ("WHI Holding"), with WHI Holding as the surviving
corporation. Pursuant to the terms of the Merger Agreement, each issued and
outstanding share of Washington Homes Common Stock not owned or held by
Hovnanian or Washington Homes (which will be canceled) will be converted into
the right to receive, at the election of the holder of Washington Homes
Common Stock, subject to the limitations and prorations stated in the Merger
Agreement, 1.39 shares of Class A Common Stock, par value $.01 per share, of
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Page 5 of 12 Pages
Hovnanian ("Hovnanian Common Stock") or $10.08 in cash or a combination of
Hovnanian Common Stock and cash.
In order to facilitate the consummation of the transactions
contemplated by the Merger Agreement and in consideration thereof, Hovnanian
entered into Voting Agreements (the "Voting Agreements"), dated as of August
28, 2000, with certain stockholders of Washington Homes named therein
(collectively, the "Stockholders"), whereby the Stockholders agreed to vote
all of the shares of Washington Homes Common Stock owned beneficially or held
of record by them in favor of the approval and adoption of the Merger
Agreement, the Merger and any other action required in furtherance thereof.
Hovnanian did not pay additional consideration to any Stockholder in
connection with the execution and delivery of the Voting Agreements.
References to, and descriptions of, the Merger Agreement and the
Voting Agreements as set forth above in this Item 3 are qualified in their
entirety by reference to the copies of the Merger Agreement and the Voting
Agreements included as Exhibit 1 and Exhibits 2 and 3, respectively, to this
Schedule 13D, and are incorporated in this Item 3 in their entirety where
such references and descriptions appear.
Item 4. Purpose of the Transaction.
--------------------------
The information set forth or incorporated by reference in Items 2
and 3 is hereby incorporated herein by reference.
Upon consummation of the Merger as contemplated by the Merger
Agreement (a) the Certificate of Incorporation and By-laws of WHI Holding
will be the Certificate of Incorporation and By-laws of the surviving
corporation of the Merger, (b) the directors of WHI Holding shall be the
directors of the surviving corporation of the Merger and (c) the officers of
Washington Homes shall be the officers of the surviving corporation of the
Merger. It is also expected that the shares of Washington Homes Common Stock
will become eligible for termination of registration pursuant to the
Securities Exchange Act of 1934, as amended.
The Merger is subject to customary closing conditions, including
the adoption of the Merger Agreement by Washington Homes' stockholders, the
expiration of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, the receipt of other required
regulatory approvals, and the satisfaction or waiver of certain other
conditions as more fully described in the Merger Agreement. The Merger is
also subject to approval by Hovnanian's stockholders of the issuance of the
shares of Hovnanian Common Stock pursuant to the Merger, but holders of
shares of Hovnanian common stock in excess of the required majority in voting
power of such common stock have entered into a voting agreement with
Washington Homes similar to the Voting Agreements in which such Hovnanian
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Page 6 of 12 Pages
stockholders have agreed to vote their shares in favor of such issuance.
There can be no assurance that the required approvals will be obtained in a
timely fashion, if at all, or, in the case of regulatory approvals, if
obtained, will not contain certain conditions.
Pursuant to the terms of the Voting Agreements, the Stockholders
have agreed, among other things, (i) to vote all of the shares of Washington
Homes Common Stock owned beneficially or held of record by them in favor of
the approval and adoption of the Merger Agreement, the Merger and any other
action required in furtherance thereof and (ii) not to sell, transfer,
pledge, encumber, assign or otherwise dispose of such shares. The Voting
Agreements terminate upon the earlier to occur of (a) the completion of the
Merger, (b) 90 days after the termination of the Merger Agreement in respect
of which Hovnanian is entitled to payment by Washington Homes of fees and
expenses as described in the Merger Agreement, (c) 15 days after the
termination of the Merger Agreement for any other reason or (d) written
notice of termination by Hovnanian to the Stockholders. The name of each
Stockholder and the number of outstanding shares of Washington Homes Common
Stock held by each Stockholder and subject to the Voting Agreements are set
forth on the signature pages thereto and are incorporated herein by
reference.
Certain of the Stockholders entered into the Voting Agreement
included as Exhibit 2 to this Schedule 13D and identified as "Form A" of the
Voting Agreements. The remaining Stockholders entered into the Voting
Agreement included as Exhibit 3 to this Schedule 13D and identified as "Form
B" of the Voting Agreements. The principal difference between the two forms
of Voting Agreements relates to an exception under certain circumstances to
the voting obligations of the Stockholders subject to Form B of the Voting
Agreements and to the restrictions on transfer of the shares subject to such
Voting Agreement. Stockholders holding 1,787,715 shares of Washington Homes
Common Stock, or approximately 22.9% of the outstanding shares of Washington
Homes Common Stock, are subject to Form A of the Voting Agreements and
Stockholders holding 2,132,539 shares of Washington Homes Common Stock, or
approximately 27.4% of the outstanding shares of Washington Homes Common
Stock, are subject to Form B of the Voting Agreements.
Hovnanian does not have any right to dispose (or direct the
disposition of) any shares of Washington Homes Common Stock pursuant to the
Voting Agreements. Accordingly, Hovnanian expressly disclaims beneficial
ownership of all such shares.
References to, and descriptions of, the Merger Agreement and the
Voting Agreements as set forth above in this Item 4 are qualified in their
entirety by reference to the copies of the Merger Agreement and the Voting
Agreements included as Exhibit 1 and Exhibits 2 and 3, respectively, to this
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Page 7 of 12 Pages
Schedule 13D, and are incorporated in this Item 4 in their entirety where
such references and descriptions appear.
Item 5. Interest in Securities of Washington Homes.
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The information set forth or incorporated by reference in Items 2,
3 and 4 is hereby incorporated herein by reference.
The aggregate number of shares of Common Stock covered by the
Voting Agreements is 3,920,254 (representing approximately 50.3% of the
shares of Washington Homes Common Stock outstanding as of August 28, 2000, as
represented by Washington Homes in the Merger Agreement).
By virtue of the Voting Agreements, Hovnanian may be deemed to
share with the Stockholders the power to vote, and to have the power to
restrict the Stockholders' disposition of, the shares of Washington Homes
Common Stock subject to the Voting Agreements. Hovnanian, however, is not
entitled to any rights as a stockholder of Washington Homes as to the shares
of Washington Homes Common Stock covered by the Voting Agreements and
expressly disclaims any beneficial ownership of the shares of Washington
Homes Common Stock subject to the Voting Agreements.
Other than as set forth in this Schedule 13D, to the best of
Hovnanian's knowledge as of the date hereof (i) neither Hovnanian nor any
subsidiary or affiliate of Hovnanian nor any of Hovnanian's executive
officers or directors, beneficially owns any shares of Washington Homes
Common Stock and (ii) there have been no transactions in the shares of
Washington Homes Common Stock effected during the past 60 days by Hovnanian,
nor to the best of Hovnanian's knowledge, by any subsidiary or affiliate of
Hovnanian or any of Hovnanian's executive officers or directors.
Reference to, and descriptions of, the Merger Agreement and Voting
Agreements as set forth in this Item 5 are qualified in their entirety by
reference to the copies of the Merger Agreement and the Voting Agreements
included as Exhibit 1 and Exhibits 2 and 3, respectively, to this Schedule
13D, and incorporated in this Item 5 in their entirety where such references
and descriptions appear.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Washington Homes.
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The information set forth, or incorporated by reference, in Items 3
through 5 is hereby incorporated herein by reference.
Copies of the Merger Agreement and the Voting Agreements are
included as Exhibit 1 and Exhibits 2 and 3, respectively, to this Schedule
13D. To the best of Hovnanian's knowledge, except as described in this
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Page 8 of 12 Pages
Schedule 13D, there are at present no other contracts, arrangements,
understandings or relationships among the persons named in Item 2 above, and
between any such persons and any person, with respect to any securities of
Washington Homes.
Item 7. Material to be Filed as Exhibits.
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Exhibit Description
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1. Agreement and Plan of Merger, dated as of August 28, 2000, among
Hovnanian Enterprises, Inc. ("Hovnanian"), WHI Holding Co., Inc.,
and Washington Homes, Inc..
2. Voting Agreement (Form A), dated as of August 28, 2000, among
Hovnanian and the several stockholders of Washington Homes, Inc.
named therein.
3. Voting Agreement (Form B), dated as of August 28, 2000, among
Hovnanian and the several stockholders of Washington Homes, Inc.
named therein.
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Page 9 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
HOVNANIAN ENTERPRISES, INC.
By /s/ Peter S. Reinhart
--------------------------------
Peter S. Reinhart
Senior Vice President
General Counsel
Dated: September 7, 2000
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Page 10 of 12 Pages
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF HOVNANIAN ENTERPRISES, INC.
The following table sets forth the name, business address and
present principal occupation or employment of each director and executive
officer of Hovnanian Enterprises, Inc. Each such person is a U.S. citizen,
and the business address of each such person is 10 Highway 35, P.O. Box 500,
Red Bank, New Jersey 07701.
Board of Directors
Name and Title Present Principal Occupation
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Kevork S. Hovnanian, Chairman of the Board,
Chairman of the Board Hovnanian Enterprises, Inc.
Ara K. Hovnanian, President and Chief Executive Officer,
Director Hovnanian Enterprises, Inc.
Paul W. Buchanan, Senior Vice President--Corporate Comptroller,
Director Hovnanian Enterprises, Inc.
Arthur M. Greenbaum, Senior Partner,
Director Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
Desmond P. McDonald, Retired
Director
Peter S. Reinhart, Senior Vice President and General
Director Counsel/Secretary, Hovnanian Enterprises, Inc.
J. Larry Sorsby, Senior Vice President and Chief Financial
Director Officer, Hovnanian Enterprises, Inc.
Stephen D. Weinroth, Chairman of the Board,
Director Core Laboratories, N.V.;
Senior Partner,
Andersen, Weinroth & Co., L.P.;
Co-Chairman of the Board and Chairman of the
Investment Committee,
First Brittania, N.V.
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Page 11 of 12 Pages
Executive Officers Who Are Not Directors
Name Title and Present Principal Occupation
---- --------------------------------------
William L. Carpitella Senior Vice President, Organizational
Development, Hovnanian Enterprises, Inc.
Kevin Hake Vice President and Treasurer,
Hovnanian Enterprises, Inc.
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Page 12 of 12 Pages
EXHIBIT INDEX
Exhibit Description
1. Agreement and Plan of Merger, dated as of August 28, 2000, among
Hovnanian Enterprises, Inc. ("Hovnanian"), WHI Holding Co., Inc.,
and Washington Homes, Inc..
2. Voting Agreement (Form A), dated as of August 28, 2000, among
Hovnanian and the several stockholders of Washington Homes, Inc.
named therein.
3. Voting Agreement (Form B), dated as of August 28, 2000, among
Hovnanian and the several stockholders of Washington Homes, Inc.
named therein.
