UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Hovnanian Enterprises, Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share,
non-cumulative
(Title of Class of Securities)
442487203
(CUSIP Number)
Kevork S. Hovnanian
10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 19, 1994
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / / .
Check the following box if a fee is being paid with the statement /x/ . (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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.
<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).
SEC 1746(12-91)
Page 1 of 14 Pages
Exhibit Index Appears on Page 14
<PAGE>
SCHEDULE 13D
CUSIP No. 442487203 Page 2 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevork S. Hovnanian ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8, 032, 487
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
8, 032, 487
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8, 032, 487
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.87%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 442487203 Page 3 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevork S. Hovnanian Family Limited Partnership 22-3339975
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
2,829,413
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
2,829,413
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,829,413
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.03%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 442487203 Page 4 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sirwart Hovnanian ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
2, 903, 113
8 SHARED VOTING POWER
544, 124
9 SOLE DISPOSITIVE POWER
2, 903, 113
10 SHARED DISPOSITIVE POWER
544, 124
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3, 447, 237
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ /
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.19%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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 "Class A Common Stock"), of
Hovnanian Enterprises, Inc., a Delaware corporation (the "Issuer"). The Class
A Common Stock is non-cumulative. The Class B Common Stock, par value $.01 per
share, non-cumulative of the Issuer (the "Class B Common Stock") is convertible
at any time on a share for share basis to the Class A Common Stock. The
references to beneficial ownership of Class A Common Stock in this Schedule 13D
incorporate the Class B Common Stock convertible to Class A Common Stock. The
principal executive offices of the Issuer are located at 10 Highway 35, P.O.
Box 500, Red Bank, New Jersey 07701.
Item 2. Identity and Background
1. Kevork S. Hovnanian
(a)-(c), (f). This Schedule 13D is being filed on behalf of Kevork S.
Hovnanian, Chairman of the Board and Chief Executive Officer and Director of
the Issuer and a citizen of the United States. The business address of Kevork
S. Hovnanian and the Issuer is 10 Highway 35, P.O. Box 500, Red Bank, New
Jersey 07701. The Issuer is a holding company, the consolidated subsidiaries
of which primarily design, construct and market multi-family attached
condominium apartments and townhouses and single family detached homes.
(d), (e). During the past five years, Kevork S. Hovnanian has not (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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.
2. Kevork S. Hovnanian Family Limited Partnership.
(a)-(c), (f). This Schedule 13D is also being filed on behalf of the
Kevork S. Hovnanian Family Limited Partnership, a Connecticut limited
partnership (the "Limited Partnership"). The Limited Partnership is
principally engaged in managing certain interests of the Hovnanian family in
the Issuer. The Limited Partnership's principal executive offices are located
at 289 Greenwich Avenue, 3rd Floor, Greenwich, Connecticut 06830.
The name, citizenship, residence or business address and principal
occupation or employment (and the name, principal business and address of any
corporation or other organization in which such employment is conducted) of
each general partner ("General Partner") of the Limited Partnership that is
an individual are set forth in Appendix A hereto and incorporated herein by
reference. The name, state or other place of organization, principal business
and address of the principal office of each General Partner that is not an
individual are set forth in Appendix B hereto.
(d), (e). Neither the Limited Partnership nor any of the General Partners
of the Limited Partnership has, during the past five years: (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) 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
<PAGE>
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.
3. Sirwart Hovnanian
(a)-(c), (f). This Schedule 13D is also being filed on behalf of Sirwart
Hovnanian, a citizen of the United States. Sirwart Hovnanian is not employed
and resides at 29 Ward Avenue, Rumson, New Jersey 07760.
(d), (e). During the past five years, Sirwart Hovnanian has not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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
1. Kevork S. Hovnanian.
The shares of Class A Common Stock beneficially owned by Kevork S.
Hovnanian were acquired by Kevork S. Hovnanian as a result of a
recapitalization of the Common Stock of the Issuer. Pursuant to such
recapitalization, each outstanding share of Common Stock was automatically
converted on September 11, 1992 into one-half of a share of Class A Common
Stock and one-half of a share of Class B Common Stock, except that each
shareholder that held an odd number of shares of Common Stock on September 11,
1992 had one of those shares cancelled rather than converted and, at that time,
became entitled to receive a check for the fair market value of the cancelled
share. On December 19, 1994, Kevork S. Hovnanian contributed certain shares of
Class B Common Stock (which is convertible at any time to Class A Common Stock)
to the Limited Partnership in return for general partnership and limited
partnership interests.
2. Kevork S. Hovnanian Family Limited Partnership.
On December 19, 1994, the Limited Partnership acquired 2,829,413
shares of Class B Common Stock (which is convertible at any time to Class A
Common Stock) of the Issuer through capital contributions from certain General
Partners and limited partners (the "Limited Partners") of the Limited
Partnership in a one-to-one exchange for general partnership or limited
partnership interests.
3. Sirwart Hovnanian
As trustee of the Sirwart Hovnanian 1994 Marital Trust, Sirwart
Hovnanian is the managing general partner (the "Managing General Partner") of
the Limited Partnership. The Managing General Partner has the sole power to
vote and dispose of the shares of Class B Common Stock (which is convertible at
any time to Class A Common Stock) held by the Limited Partnership.
<PAGE>
Item 4. Purpose of Transaction
The acquisition of the shares of Class A Common Stock by Kevork S.
Hovnanian was the result of a recapitalization approved by the Board of
Directors and by the shareholders of the Issuer. The purpose of the
recapitalization is described in full under the caption "Proposed
Recapitalization" in the Proxy Statement, dated August 20, 1992, of the Issuer
filed with the Securities and Exchange Commission and previously filed as
Exhibit 1 to this Schedule 13D, and such description is incorporated herein by
reference.
Pursuant to the recapitalization, the Board of Directors of the
Issuer increased the number of Directors to nine and filled the resultant
vacancy by appointing an independent Director. As a Director of the Issuer,
Kevork S. Hovnanian participated in the decisions relating to the recomposition
of the Board of Directors.
The purpose of the acquisition of the Class B Common Stock of the
Issuer (which is convertible at any time to Class A Common Stock) by the
Limited Partnership is to provide a structure to manage such Class B Common
Stock and to provide a vehicle to resolve disputes and to keep Hovnanian family
interests in such Class B Common Stock united.
Kevork S. Hovnanian, Sirwart Hovnanian and the Limited Partnership
each intend to review continually the Issuer's business affairs and financial
condition, as well as conditions in the securities markets and general economic
and industry conditions. Based on an evaluation of these and other similar
considerations, such reporting persons will continue to consider various
alternative courses of action and will in the future take such actions with
respect to the Class A Common Stock of the Issuer as such reporting persons
deem appropriate in light of the circumstances existing from time to time. At
the present time, other than matters discussed in this Schedule 13D, Kevork S.
Hovnanian, Sirwart Hovnanian, the Limited Partnership and each General Partner
do not have any specific plans or proposals that relate to or would result in
any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b). The answers to clauses (a) and (b) of Item 5 of Schedule
13D are set forth below for Kevork S. Hovnanian, Sirwart Hovnanian, the Limited
Partnership and for each General Partner of the Limited Partnership. The Class
A Common Stock beneficial ownership figures include all shares of Class B
Common Stock (which is convertible at any time to Class A Common Stock)
beneficially owned by such parties. Kevork S. Hovnanian and each other General
Partner of the Limited Partnership disclaim beneficial ownership of the Class B
Common Stock beneficially owned by the Limited Partnership and convertible at
any time to Class A Common Stock as described in this Schedule 13D. Kevork S.
Hovnanian's wife, Sirwart Hovnanian, as trustee of the Sirwart Hovnanian 1994
Marital Trust, is the Managing General Partner of the Limited Partnership and
as such has the sole power to vote and dispose of the 2,829,413 shares of Class
B Common Stock held by the Limited Partnership.
1. Kevork S. Hovnanian
(a) Kevork S. Hovnanian beneficially owns 8,032,487 shares of Class A
Common Stock of the Issuer, representing approximately 45.87% of the shares of
<PAGE>
Class A Common Stock outstanding on January 31, 1995. The figure noted above
includes 2,694,412 shares which Kevork S. Hovnanian has the right to acquire in
the next 60 days.
(b) Kevork S. Hovnanian has sole power to vote or to direct the vote
and to dispose or direct the disposition of 8,032,487 shares of Class A Common
Stock beneficially owned by him.
In addition to the shares disclaimed above, Kevork S. Hovnanian
disclaims beneficial ownership of (i) 544,124 shares of Class A Common Stock
held in trust by Sirwart Hovnanian (Kevork S. Hovnanian's wife), for the
benefit of Nadia K. Rodriguez, Kevork S. Hovnanian's daughter and (ii) 73,700
shares of Class A Common Stock held in trust by Sirwart Hovnanian for the
benefit of Kevork S. Hovnanian's grandchildren.
2. Limited Partnership
(a) The Limited Partnership beneficially owns 2,829,413 shares of
Class A Common Stock of the Issuer, representing approximately 16.03% of the
shares of Class S Common Stock outstanding on January 31, 1995. The figure
noted above includes 2,829,413 shares which the Limited Partnership has the
right to acquire in the next 60 days.
(b) The Limited Partnership has sole power to vote or to direct the
vote and to dispose or direct the disposition of the 2,829,413 shares of Class
A Common Stock beneficially owned by it.
3. Sirwart Hovnanian
(a) Sirwart Hovnanian beneficially owns 3,447,237 shares of Class A
Common Stock of the Issuer, representing approximately 19.19% of the shares of
Class A Common Stock outstanding on January 31, 1995. The figure noted above
includes 3,149,425 shares which Sirwart Hovnanian has the right to acquire in
the next 60 days.
(b) As trustee of the Sirwart Hovnanian 1994 Marital Trust, the
Managing General Partner of the Limited Partnership, Sirwart Hovnanian has sole
power to vote or to direct the vote and to dispose or direct the disposition of
2,829,413 shares of Class A Common Stock beneficially owned by her. As trustee
of a trust for the benefit of her grandchildren, Sirwart Hovnanian has the sole
power to vote or direct the vote and to dispose or direct the disposition of
73,700 shares of Class A Common Stock beneficially owned by her.
As trustee of a trust for the benefit of Nadia K. Rodriguez, Sirwart
Hovnanian's daughter, Sirwart Hovnanian shares the power to vote or direct the
vote and to dispose or direct the disposition of 264,562 shares of Class A
Common Stock with Nadia K. Rodriguez
The information required by Item 2 on Nadia K. Rodriguez is set forth
in Annex A hereto and incorporated herein by reference.
4. Ara K. Hovnanian
(a) Ara K. Hovnanian beneficially owns 2,545,324 shares of Class A
Common Stock of the Issuer, representing approximately 15.65% of the shares of
Class A Common Stock outstanding on January 31, 1995. The figure noted above
<PAGE>
includes 1,447,683 shares which Ara K. Hovnanian has the right to acquire in
the next 60 days.
(b) Ara K. Hovnanian has sole power to vote or to direct the vote and
to dispose or direct the disposition of 2,526,824 shares of Class A Common
Stock beneficially owned by him.
Ara K. Hovnanian shares the power to vote or direct the vote and to
dispose or direct the disposition of 18,500 shares of Class A Common Stock
owned by Rachel Lee Hovnanian, Ara K. Hovnanian's wife.
Rachel Lee Hovnanian (i) resides at 445 Locust Point Road, Locust,
New Jersey 07760, (ii) is not employed, (iii) has not in the past five years
been convicted in a criminal proceeding, (iv) has not in the past five years
been a party to a civil proceeding or subject to any judgment, decree or final
order relating to securities laws and (v) is a citizen of the United States of
America.
5. Sossie K. Najarian
(a) Sossie K. Najarian beneficially owns 185,022 shares of Class A
Common Stock of the Issuer, representing approximately 1.24% of the shares of
Class A Common Stock outstanding on January 31, 1995. The figure noted above
includes 85,711 shares which Sossie K. Najarian has the right to acquire in the
next 60 days.
(b) Sossie K. Najarian has sole power to vote or to direct the vote
and to dispose or direct the disposition of 185,022 shares of Class A Common
Stock beneficially owned by her.
6. Esther K. Barry
(a) Esther K. Barry beneficially owns 202,522 shares of Class A
Common Stock of the Issuer, representing approximately 1.36% of the shares of
Class A Common Stock outstanding on January 31, 1995. The figure noted above
includes 95,461 shares which Esther K. Barry has the right to acquire in the
next 60 days.
(b) Esther K. Barry has sole power to vote or to direct the vote and
to dispose or direct the disposition of 202,522 shares of Class A Common Stock
beneficially owned by her.
7. Lucy K. Kalian
(a) Lucy K. Kalian beneficially owns 188,892 shares of Class A Common
Stock of the Issuer, representing approximately 1.27% of the shares of Class A
Common Stock outstanding on January 31, 1995. The figure noted above includes
93,646 shares which Lucy K. Kalian has the right to acquire in the next 60
days.
(b) Lucy K. Kalian has sole power to vote or to direct the vote and
to dispose or direct the disposition of 114,874 shares of Class A Common Stock
beneficially owned by her.
Lucy K. Kalian shares the power to vote or direct the vote and to
dispose or direct the disposition of 74,018 shares of Class A Common Stock with
Mazin Albert Kalian. Mazin Albert Kalian (i) resides at 63 Bellevue Avenue,
<PAGE>
Rumson, New Jersey 07760, (ii) is employed as a developer at Kalian
Corporation, Inc., 225 Highway 35, Red Bank, New Jersey 07701, (iii) has not
in the past five years been convicted in a criminal proceeding, (iv) has not in
the past five years been a party to a civil proceeding or subject to any
judgment, decree or final order relating to securities laws and (v) is a
citizen of the United States of America.
8. Nadia K. Rodriguez
(a) Nadia K. Rodriguez beneficially owns 544,124 shares of Class A
Common Stock of the Issuer, representing approximately 3.61% of the shares of
Class A Common Stock outstanding on January 31, 1995. The figure noted above
includes 264,562 shares which Nadia K. Rodriguez has the right to acquire in
the next 60 days.
(b) Nadia K. Rodriguez has sole power to vote or to direct the vote
and to dispose or direct the disposition of zero shares of Class A Common Stock
beneficially owned by her.
Nadia K. Rodriguez shares the power to vote or direct the vote and to
dispose or direct the disposition of 544,124 shares of Class A Common Stock
with Sirwart Hovnanian, trustee of the conditionally revocable trust holding
the 544,124 shares for the benefit of Nadia K. Rodriguez.
The information required by Item 2 on Sirwart Hovnanian is set forth
in Item 2 and Annex A hereto and incorporated herein by reference.
9. Trust General Partners
(a) - (b). The following General Partners of the Limited Partnership
neither beneficially own any shares of Class B Common Stock of the Issuer nor
have the sole or shared power to vote, control the vote, dispose or control the
disposition of any shares of Class A Common Stock of the Issuer:
-- Sirwart Hovnanian 1994 Marital Trust
-- Ara K. Hovnanian Family 1994 Long-Term Trust
-- Sossie K. Najarian Family 1994 Long-Term Trust
-- Esther K. Barry Family 1994 Long-Term Trust
-- Lucy K. Kalian Family 1994 Long-Term Trust
-- Nadia K. Rodriguez Family 1994 Long-Term Trust
(c) To the best knowledge of the Limited Partnership, none of Kevork
S. Hovnanian, Sirwart Hovnanian, the Limited Partnership or any General Partner
of the Limited Partnership has been involved in any transactions in the Class A
Common Stock during the 60 days prior to January 31, 1995 other than the
transactions disclosed in this Schedule 13D.
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of
the Issuer.
As described above, the Limited Partners and the General Partners of
the Limited Partnership (including Kevork S. Hovnanian) contributed an
aggregate of 2,829,413 shares of Class B Common Stock to the Limited
Partnership in exchange for limited partnership interests and general
partnership interests. The Limited partnership is governed by a Limited
Partnership Agreement, dated as of December 19, 1994, pursuant to which Sirwart
Hovnanian, as trustee of the Sirwart Hovnanian 1994 Marital Trust, the Managing
General partner of the Limited Partnership, is granted the sole power to vote
and dispose of the shares of Class B Common Stock held by the Limited
Partnership.
Kevork S. Hovnanian is the pledgor under two separate pledge
agreements with Midlantic National Bank pursuant to which 4,163,225 shares of
Class A Common Stock have been pledged as collateral for certain obligations of
Kevork S. Hovnanian to Midlantic National Bank. Kevork S. Hovnanian is also
the pledgor under a pledge agreement with National Westmnster Bank NJ pursuant
to which 750,000 shares of Class A Common Stock and 750,000 shares of Class B
Common Stock (which are immediately convertible to Class A Common Stock) have
been pledged as collateral for certain obligations of Kevork S. Hovnanian to
National Westminster Bank NJ.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Proxy Statement, dated August 20, 1992, of the Issuer.
(previously filed)
<PAGE>
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.
Dated: March 31, 1995 By /s/ Kevork S. Hovnanian
Name: Kevork S. Hovnanian
Dated: March 31, 1995 By /s/ Sirwart Hovnanian
Name: Sirwart Hovnanian
KEVORK S. HOVNANIAN
FAMILY LIMITED PARTNERSHIP
Dated: March 31, 1995 By /s/ Sirwart Hovnanian
Name: Sirwart Hovnanian
Title: Managing General Partner
<PAGE>
APPENDIX A
Individual General Partners of the
Kevork S. Hovnanian
Family Limited Partnership
The individuals that are General Partners of the Kevork S. Hovnanian
Family Limited Partnership are identified in the table below.
<TABLE>
<CAPTION>
Business Address
Name or Residence Address Citizenship Principal Occupation
<C> <C> <C> <C>
1. Kevork S. Hovnanian 29 Ward Avenue United States Chairman of the Board, Chief
Rumson, New Jersey 07760 Executive Officer and Director
of the Issuer<F1>
2. Ara K. Hovnanian 445 Locust Point Road United States President and Director of the
Locust, New Jersey 07760 Issuer
3. Sossie K. Najarian 7 Blueberry Lane United States Not employed.
Leonardo, New Jersey 07737
4. Esther K. Barry 2 Ridge Hill Road United States Not employed.
Rumson, New Jersey 07760
5. Lucy K. Kalian 63 Bellevue Avenue United States Not employed.
Rumson, New Jersey 07760
6. Nadia K. Rodriguez 1400 East West Highway #906 United States Teacher, Emerson Preparatory
Silver Springs, Maryland 20910 School<F2>
</TABLE>
____________________
[FN]
<F1> The Issuer is a holding company, the consolidated subsidiaries of which
design, construct and market multi-family attached condominium apartments
and townhouses and single family detached homes. The address of the
Issuer is set forth in the answer to Item 1 and is incorporated herein by
reference.
<F2> The principal business of the Emerson Preparatory School is the education
of youth. The business address of the Emerson Preparatory School is 1324
Eighteenth Street, N.W., Washington, D.C. 20036.
<PAGE>
APPENDIX B
Trust General Partners of the
Kevork S. Hovnanian
Family Limited Partnership
The General Partners of the Kevork S. Hovnanian Family Limited
Partnership that are not individuals are identified in the table below.
<TABLE>
<CAPTION>
State of Organization/
Name Governing Law Address of Principal Office Principal Business
<C> <C> <C> <C>
Sirwart Hovnanian New York 29 Ward Avenue Marital Trust for the benefit of
1994 Marital Trust Rumson, New Jersey 07760 Sirwart Hovnanian
Ara K. Hovnanian New York 29 Ward Avenue Trust for the benefit of the Ara
Family 1994 Trust Long-Term Rumson, New Jersey 07760 K. Hovnanian Family
Trust
Sossie K. Najarian Family New York 29 Ward Avenue Trust for the benefit of the
1994 Long-Term Trust Rumson, New Jersey 07760 Sossie K. Najarian Family
Esther K. Barry Family New York 29 Ward Avenue Trust for the benefit of the
1994 Long-Term Trust Rumson, New Jersey 07760 Esther K. Barry Family
Lucy K. Kalian Family 1994 New York 29 Ward Avenue Trust for the benefit of the Lucy
Long-Term Trust Rumson, New Jersey 07760 K. Kalian Family
Nadia K. Rodriguez Family New York 29 Ward Avenue Trust for the benefit of the Nadia
1994 Long-Term Trust Rumson, New Jersey 07760 K. Rodriguez Family
</TABLE>
<PAGE>
EXHIBIT INDEX
Page Number
in Sequentially
Exhibit Reference Title Numbered Statement
1 Proxy Statement, dated August 10, 1992,
of the Issuer (previously filed)
