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EXHIBIT T3E.7
SUPPLEMENT dated August 10, 2000
to
EXCHANGE OFFER AND CONSENT SOLICITATION
New Millennium Homes, LLC
Offer to Exchange
All Outstanding 12% Senior Notes due September 3, 2004
($126,000,000 aggregate principal amount outstanding)
for
Zero Coupon Notes due 2004 and Series A Participating Perpetual Preferred
Shares;
Waiver of Liquidated Damages;
Solicitation of Consents to Amend the Indenture
dated as of September 3, 1997, as amended; and
Solicitation of Agreement to Support Plan of Reorganization
THE EXCHANGE OFFER, CONSENT SOLICITATION AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 16, 2000, UNLESS EXTENDED (AS SUCH
DATE MAY BE EXTENDED, THE "EXPIRATION DATE").
New Millennium Homes, LLC, a Delaware limited liability company (the
"Company," "New Millennium," "we" and "us"), is supplementing (the "Supplement")
the Exchange Offer and Consent Solicitation dated July 13, 2000 (the "Exchange
Offer and Consent Solicitation") with respect to its offer, upon the terms and
subject to the conditions set forth in the Exchange Offer and Consent
Solicitation and the previously provided Letter of Transmittal and Consent (the
"Letter of Transmittal and Consent"), as supplemented by this Supplement
(collectively, the "Offer"), to exchange Zero Coupon Notes due December 31, 2004
(the "New Notes") and Series A Participating Perpetual Preferred Shares of New
Millennium (the "Preferred Shares") for all outstanding New Millennium 12%
Senior Notes due September 3, 2004 (the "Senior Notes") validly tendered for
exchange and not properly withdrawn. This Supplement should be read together
with the Exchange Offer and Consent Solicitation Statement previously mailed to
holders of the Senior Notes. Holders who wish to tender Senior Notes in the
Offer must execute and deliver to the Exchange Agent, prior to 5:00 P.M. New
York City time on the Expiration Date, the enclosed Investment Letter as well as
the Letter of Transmittal and Consent. Capitalized terms used in this
Supplement without definition have the meanings assigned to them in the Exchange
Offer and Consent Solicitation Statement.
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The Offer is not being made to, nor will we accept surrenders of Senior
Notes for exchange from, holders of Senior Notes in any jurisdiction in which
the Offer or the acceptance thereof or the issuance of the New Notes or the
Preferred Shares would not be in compliance with the securities or blue sky laws
of such jurisdiction.
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See "Risk Factors" beginning on page 19 of the Exchange Offer and Consent
Solicitation for a discussion of certain risks that should be considered by
holders of Senior Notes in evaluating the Offer.
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The offer of the securities offered hereby has not been approved or
disapproved by the Securities and Exchange Commission or any state securities
commission nor has the Securities and Exchange Commission or any state
securities commission passed upon the accuracy or adequacy of the Exchange Offer
and Consent Solicitation or Supplement. Any representation to the contrary is a
criminal offense.
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GENERAL
U.S. Bank Corporate Trust (the "Exchange Agent") has agreed to act as
exchange agent in connection with the Offer. Holders of Senior Notes who
require information about tendering Senior Notes or have general questions about
the Offer should contact Greg R. Petersen, our Chief Executive Officer, 2823
McGaw, Irvine, California 92614, at (949) 660-1700 or the Exchange Agent at
(612) 973-5840.
We are making the Offer only to holders of Senior Notes in reliance upon
the exemptions from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"), afforded by Sections 3(a)(9) and 4(2) of the
Securities Act and Regulation D thereunder. We will not pay any commission or
other remuneration to any broker, dealer, salesman or other person for
soliciting tenders of Senior Notes. Officers, directors and employees of New
Millennium may solicit tenders from holders of Senior Notes and will answer
inquiries concerning the Offer, but they will not receive additional
compensation for soliciting tenders or answering any such inquiries.
We have no arrangements for and have no understanding with any dealer,
salesman or other person regarding the solicitation of tenders hereunder and no
person has been authorized to give any information or to make any representation
not contained in this Exchange Offer and Consent Solicitation in connection with
the Offer. If any such information is given or any such representation is made,
such information or representation must not be relied upon as having been
authorized by us or any other person. Neither the delivery of this Exchange
Offer and Consent Solicitation nor any exchange made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company or its subsidiaries since the respective dates as of
which information is given in this Exchange Offer and Consent Solicitation.
In addition to completing, executing and delivery to the Exchange Agent a
Letter of Transmittal and Consent, together with a holder's Senior Notes, prior
to 5:00 P.M. New York City time on the Expiration Date, each tendering holder
must deliver to the Exchange Agent prior to 5:00 P.M. New York City time on the
Expiration Date an executed investment letter in the form enclosed with this
Supplement.
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IMPORTANT
Any holder of Senior Notes who wishes to accept the Offer should complete
and execute the Letter of Transmittal and Consent and the investment
representation letter included with this Supplement and forward those documents
with the holder's Senior Notes and any other required documents to the Exchange
previously mailed to holder's Agent. Only holders of record of Senior Notes may
submit the Letter of Transmittal, investment representation letter and Senior
Notes in the Offer. Holders of Senior Notes registered in the name of a broker,
dealer, bank, trust company or nominee should contact the institution to tender
their Senior Notes.
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Any questions regarding the terms of the Offer may be directed to the
Exchange Agent.
The Exchange Agent for the Exchange Offer and Consent Solicitation is:
U.S. Bank Corporate Trust
180 E. 5th Street
St. Paul, Minnesota 55101
Attention: Default Processing
Telephone: (612) 973-5840
Facsimile: (651) 244-1142
Any questions or requests for assistance or additional copies of the
Exchange Offer and Consent Solicitation dated July 13, 2000, this Supplement and
enclosure, the Letter of Transmittal and Consent or the Notice of Guaranteed
Delivery may be directed to the Exchange Agent at the telephone and telecopier
numbers and address listed above. A holder of Senior Notes may also contact the
holder's nominee for assistance concerning the Offer.
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