<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549-1004
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report
(Date of earliest event reported) October 13, 2000
--------------------------------------------------------------------------------
Orleans Homebuilders, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-6830 59-0874323
---------------------------- ----------------------- ------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
One Greenwood Square, 3333 Street Road, Suite 101, Bensalem, PA 19020
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 245-7500
----------------------------
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 13, 2000, pursuant to a Stock Purchase Agreement dated October
12, 2000, Orleans Homebuilders, Inc. (the "Registrant") completed its
acquisition of all of the issued and outstanding shares of Parker & Lancaster
Corporation ("PLC"), a privately-held Virginia corporation, from the six
individual shareholders of PLC (the "PLC Shareholders"). The description of the
acquisition transaction set forth herein is qualified in its entirety by the
Stock Purchase Agreement, which is incorporated as Exhibit 2.
The consideration paid by Orleans consisted of: (i) approximately $5
million in cash at closing, (ii) subordinated promissory notes of the Registrant
in the aggregate principal amount of $1 million, payable over four years, (iii)
150,000 shares of common stock of the Registrant, par value $.10 per share,
issuable in equal installments on each of the first four anniversaries of the
closing of the acquisition, and (iv) payments to be made at the end of the next
three fiscal years of the Registrant, not to exceed $1.25 million in the
aggregate, calculated based on the pre-tax profits of PLC for such years. The
Registrant borrowed approximately $4 million of the purchase price from Jeffrey
P. Orleans, Chairman, Chief Executive Officer and principal shareholder of the
Registrant, under an existing line of credit. The Registrant used funds from
operations to pay approximately $1 million of the purchase price. The Registrant
determined the amount of the purchase price based on the book value of PLC at
June 30, 2000. The acquisition will be accounted for as a purchase. The
Registrant also agreed to deliver the following to the PLC Shareholders, in each
case conditioned upon continued employment with PLC or another subsidiary of the
Registrant: (i) up to an aggregate of 150,000 shares of common stock of the
Registrant, par value $.10 per share, in installments on each of the first four
anniversaries of the closing of the acquisition, and (ii) payments at the end of
the next three fiscal years of the Registrant, not to exceed $1.25 million in
the aggregate, calculated based on the pre-tax profits of PLC for such years.
The six former shareholders of PLC have the right to cause the Registrant to
repurchase the common stock issued in this transaction approximately five years
after the closing at a price of $3.33 per share.
The acquisition included all of the assets and liabilities of PLC. The
acquired assets were used by PLC in the homebuilding business in Virginia, North
Carolina and South Carolina. The Registrant intends to continue to use the
acquired assets in the homebuilding business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is impracticable to
provide the required financial statements at the time of the filing of
this report. The required financial statements will be filed within
the time period required under applicable regulations under the
Securities and Exchange Act of 1934.
(b) PRO-FORMA FINANCIAL INFORMATION. It is impracticable to provide the
required financial statements at the time of the filing of this
report. The required financial statements will be filed within the
time period required under applicable regulations under the Securities
and Exchange Act of 1934.
(c) EXHIBITS.
Exhibit 2. Stock Purchase Agreement, dated as of October 12, 2000, by
and among the Registrant, Parker & Lancaster Corporation, and the
selling stockholders party thereto.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ORLEANS HOMEBUILDERS, INC.
October 27, 2000 By: /s/ Joseph A. Santangelo
-------------------------------------
Joseph A. Santangelo
Chief Financial Officer,
Secretary and Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
2 Stock Purchase Agreement, dated as of
October 12, 2000, by and among the
Registrant, Parker & Lancaster Corporation,
and the selling stockholders party thereto.
