UDC HOMES INC
8-K, 1998-05-19
OPERATIVE BUILDERS
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                                                         Exhibit Index on Page 4


                       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

                                  May 15, 1998
             ------------------------------------------------------
                        (Date of earliest event reported)



                                 UDC HOMES, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


        Delaware                    1-11416                       86-0702254
- ------------------------     ---------------------           -------------------
(State of Incorporation)     (Commission File No.)             (IRS Employer 
                                                             Identification No.)
                                                             

                  6710 N. Scottsdale Rd., Scottsdale, AZ 85253
          -------------------------------------------------------------
          (Address of principal excecutive offices, including zip code)


                                 (602) 627-3000
          -------------------------------------------------------------
              (Registrant's telephone number, including area code)
<PAGE>
Item 5.  Other Events.

         On May 15, 1998, the Registrant  issued a press release  announcing the
completion of the  Registrant's  second tender offer relating to its outstanding
12 1/2% Series B Senior Notes due 2000,  which press release is filed as Exhibit
20.1 to this Report and is incorporated by reference herein.


Item 7.  Financial Statements and Exhibits.

         (a)      Not applicable.
         (b)      Not applicable.
         (c)      The following exhibit is filed as part of this Report:

                  Exhibit No.               Exhibit
                  -----------               -------
                  20.1                      Press Release, dated May 15, 1998
                                       2
<PAGE>
                                  EXHIBIT INDEX
                                  -------------


Exhibit No.                         Exhibit                             Page No.
- -----------                    ------------------                       --------
   20.1                          Press Release,                            5
                               dated May 15, 1998
                                       3
<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.

                                        UDC Homes, Inc.

                                        By: /s/ Kenda B. Gonzales
                                            ------------------------------------
                                        Name:    Kenda B. Gonzales
                                        Title:   Senior Executive Vice President
                                                 and Chief Financial Officer

         Dated:            May 18, 1998
                                       4

                                                                    Exhibit 20.1


                     UDC HOMES, INC. COMPLETES TENDER OFFER
                        FOR 12 1/2% SERIES B SENIOR NOTES




         Scottsdale,  Arizona,  May 15, 1998 -- UDC Homes,  Inc. (the "Company")
announced  today the completion of its second tender offer (the "Second  Offer")
relating  to its  outstanding  12 1/2%  Series B  Senior  Notes  due  2000  (the
"Notes"), issued pursuant to an indenture (the "Indenture") dated as of November
14, 1995. On March 6, 1998, the Company  completed its tender offer by accepting
for payment $174,590 in aggregate principal amount of the Notes outstanding.  In
the Second Offer,  the Company offered to purchase any and all of the $9,825,410
principal amount of the Notes outstanding.

         The Second Offer  expired at 5:00 p.m.,  New York City time, on May 14,
1998 (the "Expiration  Date"). As of the Expiration Date,  $128,179 in aggregate
principal amount of the Notes had been validly  tendered and not withdrawn.  The
Company  accepted  all such Notes for  payment  pursuant  to the  Second  Offer,
leaving  $9,697,231  aggregate  principal amount of the Notes  outstanding.  The
payment date is May 15, 1998.
                                       5


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