UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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HOVNANIAN ENTERPRISES, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
442487203
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(CUSIP Number)
GEATON A. DECESARIS, JR.
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WASHINGTON HOMES, INC.
1802 BRIGHTSEAT ROAD
LANDOVER, MARYLAND 20785-4235
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
JOHN W. GRIFFIN, ESQ.
DUANE, MORRIS & HECKSCHER LLP
1667 K STREET, N. W., SUITE 700
WASHINGTON, D. C. 20006
(202) 776-7854
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), (f) or (g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 12 Pages
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SCHEDULE 13D
CUSIP No. 442487203 Page 2 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Washington Homes, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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5 CHECK 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
Maryland
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 12,076,493 (1) (See Item 5 herein)
OWNED BY --------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
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10 SHARED DISPOSITIVE POWER
12,076,493 (1) (See Item 5 herein)
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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 (See
Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.7%(1)
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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(1) Washington Homes, Inc. ("Washington Homes") has entered into a Voting
Agreement, dated August 28, 2000, with certain stockholders of Hovnanian
Enterprises, Inc., ("Hovnanian") which provides that signatory stockholders will
vote their shares of Class A Common Stock, par value $.01 per share of Hovnanian
(the "Hovnanian Class A Common Stock"), and Class B Common Stock, par value $.01
per share (the "Hovnanian Class B Common Stock"), in favor of a proposal to
adopt the Merger Agreement (as defined hereinafter). The stockholders of
Hovnanian who are signatories to such Voting Agreement own in the aggregate
6,341,345 shares of the Hovnanian Class A Common Stock and 5,735,148 shares of
the Hovnanian Class B Common Stock. The Hovnanian Class B Common Stock is
convertible into the Hovnanian Class A Common Stock. Unless the context
otherwise requires, the Hovnanian Class A Common Stock and the Hovnanian Class B
Common Stock may sometimes be referred to collectively in this Schedule 13D as
the "Hovnanian Common Stock." Washington Homes does not have any rights as a
stockholder of Hovnanian pursuant to said Voting Agreement. Accordingly,
Washington Homes expressly disclaims beneficial ownership of all shares subject
to said Voting Agreement.
Page 3 of 12 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Schedule 13D") relates to the
Class A Common Stock, par value $.01 per share (the "Hovnanian Common Stock"),
of Hovnanian Enterprises, Inc., a Delaware corporation ("Hovnanian"). The
address of the principal executive office of Hovnanian is Hovnanian Enterprises,
Inc., 10 Highway 35, P.O. Box 500, Red Bank, New Jersey 07701.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed by Washington Homes, Inc., a Maryland
corporation ("Washington Homes" or the "Reporting Person"). The address of the
principal executive office of Washington Homes is 1802 Brightseat Road,
Landover, Maryland 20785-4235. Washington Homes designs, builds and markets
single-family detached homes and townhomes in Maryland, Virginia, Pennsylvania,
Alabama, Mississippi, North Carolina and Tennessee.
To the best of Washington Homes' knowledge as of the date hereof, the
name, business address, present principal occupation or employment and
citizenship of each executive officer and director of Washington Homes, 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 Washington Homes nor, to the best
of Washington Homes' knowledge, any of the executive officers or directors of
Washington Homes 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 Hovnanian ("Hovnanian Class A
Common Stock") or $10.08 in cash or a combination of Hovnanian Class A Common
Stock and cash.
Page 4 of 12 Pages
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In order to facilitate the consummation of the transactions
contemplated by the Merger Agreement and in consideration thereof, Washington
Homes entered into a Voting Agreement (the "Voting Agreement"), dated as of
August 28, 2000, with certain stockholders of Hovnanian named therein
(collectively, the "Stockholders"), whereby the Stockholders agreed to vote all
of the shares of Hovnanian 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. Washington Homes did not
pay any consideration to any Stockholder in connection with the execution and
delivery of the Voting Agreement.
References to, and descriptions of, the Merger Agreement and the
Voting Agreement 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
Agreement included as Exhibit 1 and Exhibit 2 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. The Merger
Agreement provides that Hovnanian, in cooperation with Washington Homes, will
prepare and submit to the New York Stock Exchange ("NYSE") a listing application
covering the Hovnanian Class A Common Stock and shall use its reasonable best
efforts to cause such shares to be approved for listing on the NYSE prior to the
consummation of the Merger. In addition, the Merger Agreement provides that
Hovnanian has agreed to cause Geaton A. DeCesaris, Jr. to be elected as a member
of Hovnanian's Board of Directors as of the time of the consummation of the
Merger and thereafter under certain specified conditions set forth in the Merger
Agreement, to cause Mr. DeCesaris to continue to be nominated for election as a
member of the Board of Directors of Hovnanian.
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
Class A Common Stock pursuant to the Merger (the "Share Issuance"). The
Stockholders of Hovnanian Common Stock representing approximately 70.3% of the
voting power of the Hovnanian Common Stock, which is in excess of the required
majority in voting power of the Hovnanian Common Stock necessary to approve the
issuance of Hovnanian Class A Common Stock pursuant to the Merger, have entered
into the Voting Agreement in which such Stockholders have agreed to vote the
Hovnanian Common Stock owned beneficially or of record by them in favor of such
share Issuance. There can be no
Page 5 of 12 Pages
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assurance that the other 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 Agreement, the Stockholders have
agreed, among other things, (i) to vote all of the shares of Hovnanian Common
Stock owned beneficially or held of record by them in favor of the Share
Issuance and (ii) not to sell, transfer, pledge, encumber, assign or otherwise
dispose of such shares. The Voting Agreement terminates upon the earlier to
occur of (a) the completion of the Merger, (b) the termination of the Merger
Agreement for any reason, or (c) written notice of termination by Washington
Homes to the Stockholders. The name of each Stockholder and the number of
outstanding shares of Hovnanian Common Stock held by each Stockholder and
subject to the Voting Agreement are set forth on the signature pages thereto and
are incorporated herein by reference.
Washington Homes does not have any right to dispose (or direct the
disposition of) any shares of the Hovnanian Common Stock pursuant to the Voting
Agreement. Accordingly, Washington Homes expressly disclaims beneficial
ownership of all such shares.
References to, and descriptions of, the Merger Agreement and the
Voting Agreement 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
Agreement incorporated by reference as Exhibit 1 and Exhibit 2 to this Schedule
13D, and are incorporated in this Item 4 in their entirety where such references
and descriptions appear.
ITEM 5. INTEREST IN SECURITIES OF HOVNANIAN.
The information set forth or incorporated by reference on pages 4to 6
of this Schedule 13D and in Items 2, 3 and 4 is hereby incorporated herein by
reference.
The aggregate number of shares of Hovnanian Common Stock covered by
the Voting Agreement is 12,076,493 (representing approximately 70.7% of
aggregate voting power of the shares of Hovnanian Common Stock outstanding as of
August 28, 2000, as represented by Hovnanian in the Merger Agreement).
By virtue of the Voting Agreement, Washington Homes 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 Hovnanian Common Stock subject
to the Voting Agreement. Washington Homes, however, is not entitled to any
rights as a stockholder of Hovnanian as to the shares of Hovnanian Common Stock
covered by the Voting Agreement and expressly disclaims any beneficial ownership
of the shares of Hovnanian Common Stock subject to the Voting Agreements.
Other than as set forth in this Schedule 13D, to the best of
Washington Homes' knowledge as of the date hereof (i) neither Washington Homes
nor any subsidiary or affiliate of Washington Homes' nor any of Washington
Homes' executive officers or directors, beneficially owns any shares of
Hovnanian Common Stock and (ii) there have been no transactions in the shares of
Hovnanian Class A Common Stock effected during the past 60 days by Washington
Homes nor to
Page 6 of 12 Pages
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the best of Washington Homes' knowledge, by any subsidiary or affiliate of
Washington Homes or any of Washington Homes' executive officers of directors.
Reference to, and descriptions of, the Merger Agreement and Voting
Agreement as set forth in this Item 5 are qualified in their entirety by
reference to the copies of (a) the Merger Agreement incorporated herein by
reference as Exhibit 1 to this Schedule 13D, and (b) the Voting Agreement
included as Exhibit 3 to this Schedule 13D, each of which is incorporated in
this Item 5 in its entirety where such references and descriptions appear.
ITEM 6. CONTRACTS, ARRANEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF HOVNANIAN.
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 Agreement are
incorporated herein by reference as Exhibit 1 and Exhibit 2 to this Schedule
13D. To the best of Washington Homes' knowledge, except as described in this
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
Hovnanian.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
1. Agreement and Plan of Merger, dated as 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. (filed
as Exhibit 1 to the Schedule 13D dated September 7, 2000 by Hovnanian
with respect to the Common Stock of Washington Homes, Inc., File No.
5-42891, and incorporated herein by reference).
2. Voting Agreement, dated as of August 28, 2000, among Washington Homes,
Inc. and the several stockholders of Hovnanian named therein.
Page 7 of 12 Pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WASHINGTON HOMES, INC.
By /s/ Geaton A. DeCesaris, Jr.
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Geaton A. DeCesaris, Jr.
Chairman of the Board,
President and Chief
Executive Officer
Dated: September 7, 2000
Page 8 of 12 Pages
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF WASHINGTON HOMES, INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
Washington Homes, Inc. Each such person is a U.S. citizen, and the business
address of each person employed by Washington Homes, Inc. is 1802 Brightseat
Road, Landover, Maryland 20785-4235.
Geaton A. DeCesaris, Jr. Chairman of the Board,
Chairman of the Board President and Chief Executive
Officer
Washington Homes, Inc.
Geaton A. DeCesaris, Sr. Chairman Emeritus
Director Washington Homes, Inc.
Thomas Connelly Senior Vice President and
Director Chief Financial Officer
Western Pacific Housing
300 Continental Blvd.
El Segundo, CA 90245
Richard S. Frany President
Director Tallwood Associates, Inc.
1350 Avenue of the Americas
New York, NY 10019
Thomas J. Pellerito President Homebuilding Operations and
Director Chief Operating Officer
Washington Homes, Inc.
Page 9 of 12 Pages
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Ronald M. Shapiro President
Director Shapiro, Robinson & Associates, Inc. &
Of Counsel
The Law Firm of Shapiro & Olander
36 S. Charles Street
Baltimore, MD
Paul C. Sukalo Senior Vice President
Director Washington Homes, Inc.
Richard B. Talkin Attorney
Director 9175 Guilford Road
Columbia, MD 21046
Page 10 of 12 Pages
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Executive Officers Who Are Not Directors
Christopher Spendley Senior Vice President, Chief Financial
Officer and Secretary
Washington Homes, Inc.
Clayton W. Miller Senior Vice President, Chief Accounting
Officer and Treasurer
Washington Homes, Inc.
Page 11 of 12 Pages
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EXHIBIT INDEX
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. (filed as Exhibit 1 to the Schedule 13D dated
September 7, 2000 by Hovnanian with respect to the Common Stock of
Washington Homes, Inc., File No. 5-42891, and incorporated herein by
reference).
2. Voting Agreement, dated as of August 28, 2000, among Washington Homes,
Inc. and the several stockholders of Hovnanian named therein.
Page 12 of 12 Pages
