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) November 30, 1998
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MERITAGE CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 1-9977 86-0611231
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6613 North Scottsdale Road, Suite 200, Scottsdale, Arizona 85250
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 998-8700
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NONE
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(Former name or former address, if changed since last report)
<PAGE>
ITEMS 1-4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
The Company has received information that Summit Venture Partners has
commenced a tender offer to purchase up to two (2) percent of the outstanding
shares of the Company's common stock. Exhibit 99.1 attached hereto is a press
release containing the Company's response to the tender offer.
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) Exhibit 99.1 Press Release dated December 18, 1998
ITEM 8. NOT APPLICABLE
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.
MERITAGE CORPORATION
Date: December 22, 1998 By: /s/ Larry W. Seay
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Larry W. Seay
Vice President of Finance and
Chief Financial Officer
2
MERITAGE CORP. RESPONDS TO TENDER OFFER BY SUMMIT VENTURE PARTNERS
SCOTTSDALE, Ariz. and DALLAS -- (BUSINESS WIRE) -- Dec. 18, 1998-- Meritage
Corp., formerly Monterey Homes Corp. (NYSE:MTH) Friday reported that it has
become aware of an unsolicited tender offer by Summit Venture Partners to
purchase up to two (2) percent of the outstanding shares of Meritage common
stock.
Meritage understands that on Nov. 30, 1998, Summit Venture Partners
purportedly commenced a tender offer for Meritage shares at a price of $10.00
per share, less any distributions paid on or after Sept. 30, 1998, which
according to Summit Venture Partners may not represent fair market value of the
shares.
The closing price of Meritage common stock on the New York Stock Exchange
on Nov. 30, 1998, the date the offer was commenced, was $14.50 or approximately
45% above the Summit Venture Partner offer price. The closing price of Meritage
common stock on Dec. 17, 1998 was $13.00. Meritage strongly recommends that its
shareholders reject the tender offer by Summit Venture Partners because the
offer price is inadequate.
Summit Venture Partners is in no way affiliated with Meritage and did not
contact Meritage prior to the commencement of the offer. Meritage learned of the
offer only when investors and brokers called to inquire about it. Meritage does
not have any other information regarding the tender offer by Summit Venture
Partners.
Meritage Corp. designs, builds and sells distinctive single family
semi-custom luxury and move-up homes in the Phoenix and Tucson, Arizona areas,
move-up and entry level homes in the in the Dallas/Fort Worth, Austin and
Houston, Texas areas, and first and second time move-up homes in the San
Francisco area.
CONTACT: Meritage Corp., Arizona
Larry Seay, 602/998-8700
or
Meritage Corp., Texas
Jane Hays, 972/612-8085
or
Broadgate Consultants, New York
Joseph Kist, 212/232-2222
