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Exhibit 99.2
K. HOVNANIAN ENTERPRISES, INC.
Offer to Exchange
10 1/2% Outstanding Senior Notes due 2007
for 10 1/2% Senior Notes due 2007
that have been registered
under the Securities Act of 1933
, 2000
To Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees:
K. Hovnanian Enterprises, Inc. (the "Issuer") and Hovnanian Enterprises,
Inc. and each of the other Guarantors (the "Guarantors", each a "Guarantor") are
offering (the "Exchange Offer") to exchange $1,000 in principal amount of the
Issuer's 10 1/2% Senior Notes due 2007 that have been registered under the
Securities Act of 1933, guaranteed by the Guarantors (the "Exchange Notes"), for
each $1,000 in principal amount of outstanding 10 1/2% Senior Notes due 2007,
guaranteed by the Guarantors (the "Outstanding Notes"). The terms of the
Exchange Notes are identical in all material respects (including principal
amount, interest rate and maturity) to the terms of the Outstanding Notes for
which they may be exchanged pursuant to the Exchange Offer, except that the
Exchange Notes are freely transferable by holders thereof, upon the terms and
subject to the conditions of the enclosed Prospectus, dated , 2000
(as the same may be amended or supplemented from time to time, the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"). The Outstanding Notes are unconditionally guaranteed (the "Old
Guarantees") by the Guarantors, and the Exchange Notes will be unconditionally
guaranteed (the "New Guarantees") by the Guarantors. Upon the terms and subject
to the conditions set forth in the Prospectus and the Letter of Transmittal, the
Guarantors offer to issue the New Guarantees with respect to all Exchange Notes
issued in the Exchange Offer in exchange for the outstanding Old Guarantees of
the Outstanding Notes for which such Exchange Notes are issued in exchange.
Throughout this letter, unless the context otherwise requires and whether so
expressed or not, references to the "Exchange Offer" include the Guarantor's
offer to exchange the New Guarantees for the Old Guarantees, references to the
"Exchange Notes" include the related New Guarantees and references to the
"Outstanding Notes" include the related Old Guarantees. The Issuer will accept
for exchange any and all Outstanding Notes properly tendered according to the
terms of the Prospectus and the Letter of Transmittal. Consummation of the
Exchange Offer is subject to certain conditions described in the Prospectus.
WE ARE ASKING YOU TO CONTACT YOUR CLIENTS FOR WHOM YOU HOLD
OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO
HOLD OUTSTANDING NOTES REGISTERED IN THEIR OWN NAMES.
The Issuer will not pay any fees or commissions to any broker or
dealer or other person for soliciting tenders of Outstanding Notes pursuant to
the Exchange Offer. You will, however, upon request, be reimbursed by the
Issuer for customary mailing and handling expenses incurred by you in forwarding
any of the enclosed materials to your clients. The Issuer will pay
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all transfer taxes, if any, applicable to the tender of Outstanding Notes to it
or its order, except as otherwise provided in the Prospectus and the Letter of
Transmittal.
Enclosed are copies of the following documents:
1. A form of letter which you may send, as a cover letter to
accompany the Prospectus and related materials, to your clients
for whose accounts you hold Outstanding Notes registered in your
name or the name of your nominee, with space provided for
obtaining the clients' instructions with regard to the Exchange
Offer.
2. The Prospectus.
3. The Letter of Transmittal for your use in connection with the
tender of Outstanding Notes and for the information of your
clients.
4. A form of Notice of Guaranteed Delivery.
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
Your prompt action is requested. The Exchange Offer will expire at
5:00 P.M., New York City time, on [ ], 2001, unless the Exchange Offer is
extended by the Issuer. The time at which the Exchange Offer expires is referred
to as the "Expiration Date." Tendered Outstanding Notes may be withdrawn,
subject to the procedures described in the Prospectus, at any time prior to 5:00
P.M. on the Expiration Date.
To participate in the Exchange Offer, certificates for Outstanding
Notes, or a timely confirmation of a book-entry transfer of such Outstanding
Notes into the Exchange Agent's account at the Depository Trust Company,
together with a duly executed and properly completed Letter of Transmittal or
facsimile thereof, with any required signature guarantees, and any other
required documents, must be received by the Exchange Agent by the Expiration
Date as indicated in the Letter of Transmittal and the Prospectus.
If holders of the Outstanding Notes wish to tender, but it is
impracticable for them to forward their Outstanding Notes prior to the
Expiration Date or to comply with the book-entry transfer procedures on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
described in the Prospectus under "The Exchange Offer -- Guaranteed Delivery
Procedures" and the Letter of Transmittal.
Additional copies of the enclosed material may be obtained from the
Exchange Agent, First Union National Bank, by calling (704) 590-7413.
Very truly yours,
K. Hovnanian Enterprises, Inc.
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NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT
TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS
AND THE LETTER OF TRANSMITTAL.