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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) April 16, 1998
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SCHULER HOMES, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-19891 99-0293125
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
828 Fort Street Mall, 4th Floor, Honolulu, Hawaii 96813
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (808) 521-5661
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NONE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On April 16, 1998, the registrant announced in a press release that it
has proposed to make 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.
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<CAPTION>
EXHIBIT NO. EXHIBIT
<S> <C>
99 Press Release dated April 16, 1998.
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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: April 16, 1998 By: /s/ Pamela S. Jones
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Name: Pamela S. Jones
Title: Senior Vice President of
Finance and Chief Financial
Officer
2.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
<S> <C>
99 Press Release dated April 16, 1998.
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3.
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NEWS RELEASE
For Further Information:
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<S> <C> <C>
James K. Schuler President & CEO (808) 521-5661
Pamela S. Jones Senior Vice President (808) 521-5661
of Finance & CFO
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FOR RELEASE: Thursday, April 16, 1998; 8:00 A.M. EASTERN
SCHULER HOMES, INC. ANNOUNCES PROPOSED RULE 144A OFFERING OF $100 MILLION OF
SENIOR NOTES DUE 2008
Honolulu, Hawaii -- Schuler Homes, Inc. (NASDAQ: SHLR) announced today that it
has proposed to make an offering of $100 million aggregate principal amount of
Senior Notes Due 2008. Schuler Homes will make the offering pursuant to Rule
144A of the Securities Act of 1933, as amended, and will not register the Senior
Notes upon the initial issuance. Schuler Homes expects to use the proceeds from
the offering to repay certain indebtedness of the company and for general
corporate purposes.
The initial purchasers will offer the Senior Notes only to Qualified
Institutional Buyers as permitted under Rule 144A of the Securities Act, to a
limited number of institutional Accredited Investors as defined in Rule 501 of
the Securities Act, or outside the United States to certain persons in reliance
on Regulation S under the Securities Act. The Senior Notes initially will not
be or have been registered under the Securities Act and may not be sold in the
United States absent registration or an exemption from the registration
requirements of the Securities Act. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy the Senior Notes.
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.
