UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) May 29, 1997
-------------------------------
MONTEREY HOMES CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 1-9977 86-0611231
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6613 North Scottsdale Road, Suite 200, Scottsdale, Arizona 85250
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 998-8700
------------------------------
NONE
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
Monterey Homes Corporation ("Monterey") announced on May 29,
1997 that it has signed a definitive agreement with Legacy Homes, Ltd., Legacy
Enterprises, Inc., and John and Eleanor Landon, to acquire substantially all of
the assets of Legacy Homes, Ltd. and Legacy Enterprises, Inc. The transaction is
subject to the approval of certain third party and governmental agencies. The
agreement is more fully described in the press release included herein as
Exhibit 99.1.
<TABLE>
<CAPTION>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Page
<S> <C> <C> <C>
(a) Not Applicable
(b) Not Applicable
(c) Exhibits 99.1 Press Release dated May 29, 1997 Filed herewith
</TABLE>
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.
MONTEREY HOMES CORPORATION
Date: June 9, 1997 By: /s/ Larry W. Seay
------------------------------
Larry W. Seay
Vice President of Finance and
Chief Financial Officer
2
[GRAPHIC]
MONTEREY HOMES
------------------
LUXURY COMMUNITIES
CONTACTS:
William W. Cleverly, Chairman & Co-CEO Eugene G. Heller/Philip Bourdillon
Steven J. Hilton, President & Co-CEO Silverman Heller Associates
(602) 998-8700 (310) 208-2550
FOR IMMEDIATE RELEASE
- ---------------------
MONTEREY HOMES CORPORATION
ANNOUNCES AGREEMENT TO ACQUIRE LEGACY HOMES
Scottsdale, Arizona (May 30, 1997) - Monterey Homes Corporation (NYSE: MTH)
today announced that it has entered into an agreement to acquire Legacy Homes, a
privately-held builder of entry-level and move-up homes headquartered in the
Dallas/Fort Worth metropolitan area.
Founded in 1988 by its current President, John Landon, Legacy Homes had pre-tax
income of $8.8 million on sales of $84 million in 1996, compared to pre-tax
income of $5.7 million on sales of $62 million in 1995. Legacy Homes closed
escrow on 623 homes in 1996, a 32% increase over 1995, a year in which Legacy
was recognized as one of the top ten homebuilders in the Dallas/Fort Worth area.
Consideration will include the issuance of 666,667 shares of Monterey Homes
common stock, an option to acquire an additional 167,000 shares of common stock,
and additional consideration. In addition to becoming a major shareholder, John
Landon will assume the duties of Chief Operating Officer and Co-CEO of Monterey
Homes, and he will be offered a seat on the Board of Directors. Mr. Landon will
remain based in Texas to oversee the daily operations of Legacy Homes. The
transaction is expected to be completed by the end of June, 1997 and is subject
to customary conditions, including approvals of selected third parties and
governmental agencies.
"We are delighted to have John Landon as our partner in growing the Company,"
said William W. Cleverly, Chairman of Monterey Homes. "In looking to expand our
business beyond the
<PAGE>
Monterey Homes Announces Acquisition/2
Phoenix and Tucson metropolitan areas, our biggest challenge has been finding a
company whose financial performance matches that of Monterey, and whose senior
executives could bring with them organizational talents and a managerial style
that truly complement those of our existing team. We found exactly what we were
looking for in John Landon and Legacy Homes."
"Legacy Homes meets all our acquisition criteria," added Steven J. Hilton,
President of Monterey Homes. "It is a well-established homebuilder with
outstanding management, a track-record of exceptional marketing and product
development, good relationships with its suppliers and subcontractors, and
consistently superior financial results. The transaction, which will
approximately double the size of Monterey, offers exceptional synergies in terms
of existing product mix, future product development, and executive talent."
"The alliance of Legacy Homes with Monterey Homes provides a tremendous
opportunity for both companies," stated John Landon. "I'm proud of the Legacy
Homes' management team, whose accomplishments over the past nine years have made
us one of the top ten builders in the Dallas/Fort Worth area, and has allowed
for our successful expansion into Austin and Houston, Texas. Past results of
both companies indicate the potential for continued success, and I am confident
that the combination of these two quality homebuilders will provide
possibilities for even greater growth and financial achievement."
Monterey Homes Corporation designs, builds, and sells distinctive single-family
luxury homes in Phoenix, Scottsdale, and Tucson, Arizona. The common stock of
Monterey Homes is traded on the New York Stock Exchange under the ticker symbol
"MTH."
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Any statements set forth above that are not historical in nature are
forward-looking statements that involve risks and uncertainties that could cause
actual results to differ materially from those in the forward-looking
statements. Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified. Potential risks
and uncertainties include such factors as the strength and competitive pricing
environment of the single-family housing market, changes in the availability and
pricing of residential mortgages, changes in the availability and pricing of
real estate in the markets in which the Company operates, demand for and
acceptance of the Company's products, the success of planned marketing and
promotional campaigns, the ability of the Company and acquisition candidates to
successfuly integrate their operations, and other factors identified in
documents filed by the Company with the Securities and Exchange Commission.
# # #
