<PAGE>
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 6, 1998
---------------
SCHULER HOMES, INC.
------------------------------------------------------------
(Exact name of registrant as specified in charter)
DELAWARE 0-19891 99-0293125
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
828 Fort Street Mall, 4th Floor, Honolulu, Hawaii 96813
------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (808) 521-5661
-----------------------------------------------
NONE
-----------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS.
On May 6, 1998, the registrant announced in a press release that it
has consummated a Rule 144A offering of $100 million principal amount of Senior
Notes due 2008. A copy of the press release issued in connection with this
announcement is incorporated herein by reference and is attached hereto as
Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBIT NO. EXHIBIT
99 Press Release dated May 6, 1998.
SIGNATURE
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 thereunto duly authorized.
SCHULER HOMES, INC.
DATE: May 6, 1998 By:
--------------------------------------
Name: Pamela S. Jones
Title: Senior Vice President of
Finance and Chief Financial
Officer
2.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
99 Press Release dated May 6, 1998.
3.
<PAGE>
NEWS RELEASE
For Further Information:
James K. Schuler President & CEO (808) 521-5661
Pamela S. Jones Senior Vice President (808) 521-5661
of Finance & CFO
FOR RELEASE: Tuesday, May 6, 1998; 8:00 A.M. EASTERN
SCHULER HOMES, INC. CONSUMMATES RULE 144A OFFERING OF $100 MILLION OF 9.0%
SENIOR NOTES DUE 2008
Honolulu, Hawaii -- Schuler Homes, Inc. (NASDAQ: SHLR) announced today that it
has consummated its offering of $100 million aggregate principal amount of 9.0 %
Senior Notes due 2008. Schuler Homes made the offering pursuant to Rule 144A of
the Securities Act of 1933, as amended. The Senior Notes will not be registered
under the Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
Schuler Homes expects to use the proceeds from the offering to repay certain
indebtedness of the company and for general corporate purposes.
Schuler Homes designs, constructs, markets and sells single-family residences,
townhomes and condominiums primarily to entry-level and first-time move-up
buyers. The company operates in five geographic markets: Colorado, Hawaii,
Northern California, Oregon and Washington.
4.