8-K

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: March 13, 2015

(Date of earliest event reported)

FORESTAR GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	Commission File Number	26-1336998
(State or other jurisdiction of incorporation or organization)	001-33662	(I.R.S. Employer Identification No.)

6300 Bee Cave Road, Building Two, Suite 500

Austin, Texas 78746

(Address of principal executive offices) (zip code)

(512) 433-5200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On March 13, 2015, Forestar Group Inc. (the “Company”) entered into an Amendment and Termination of Rights Agreement (the “Amendment”) with Computershare Trust Company, N.A. (the “Rights Agent”), which amended that certain Rights Agreement (the “Rights Agreement”), dated as of December 11, 2007, by and between the Company and the Rights Agent. The Amendment accelerates the expiration date of the Rights Agreement from December 11, 2017 to March 13, 2015, such that, as of 5:00 p.m. New York City time on March 13, 2015, the Series A Junior Participating Preferred Stock purchase rights (the “Rights”) will expire and no longer be outstanding and the Rights Agreement will terminate and be of no further force or effect.

The adoption of the Rights Agreement and summaries of the material terms thereof were disclosed in the Company’s Current Report on Form 8-K filed on December 11, 2007, which summaries are qualified in their entirety by reference to the full text of the Rights Agreement, filed as Exhibit 4.1 thereto.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Amendment, and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 1.02 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

After the expiration of the Rights and termination of the Rights Agreement, on March 13, 2015 the Company filed with the Secretary of State of the State of Delaware a Certificate of Elimination eliminating from its Certificate of Incorporation, as amended and restated, the designation of certain shares of its preferred stock as Series A Junior Participating Preferred Stock; as a result, all shares of preferred stock designated as Series A Junior Participating Preferred Stock were eliminated and returned to the status of authorized but unissued shares of undesignated preferred stock.

The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is attached as Exhibit 3.01 and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

Item 8.01. Other Events.

On March 13, 2015, the Company issued a press release in connection with the termination of the Rights Agreement described in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 (d)Exhibits.

Exhibit No.	Description of Exhibit
3.1	Certificate of Elimination, dated as of March 13, 2015
4.1	Amendment and Termination of Rights Agreement, dated as of March 13, 2015, by and between Forestar Group Inc. and Computershare Trust Company, N.A., as Rights Agent
99.1	Press Release, dated March 13, 2015

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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 hereunto duly authorized.

	FORESTAR GROUP INC.
Date: March 13, 2015	By:	/s/ David M. Grimm
	Name:	David M. Grimm
	Title:	Chief Administrative Officer

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
3.1	Certificate of Elimination, dated as of March 13, 2015
4.1	Amendment and Termination of Rights Agreement, dated as of March 13, 2015, by and between Forestar Group Inc. and Computershare Trust Company, N.A., as Rights Agent
99.1	Press Release, dated March 13, 2015

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EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION

of

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

of

FORESTAR GROUP INC.

Pursuant to Section 151(g) of the

Delaware General Corporation Law

Forestar Group Inc. (the "Company"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows:

First: Pursuant to the authority expressly vested in the Board of Directors by the Certificate of Incorporation of the Company, as amended and as effective as of the date hereof (the “Certificate of Incorporation”), the Board of Directors of the Company previously adopted resolutions creating and authorizing the following series of preferred stock: 200,000 shares of Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”), subject to the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (the “Series A Certificate of Designation”), as filed with the Delaware Secretary of State on December 11, 2007.

Second: None of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued subject to the Series A Certificate of Designation.

Third: Pursuant to the authority conferred upon the Board of Directors of the Company pursuant to the Certificate of Incorporation, the Board of Directors adopted resolutions on March 12, 2015, approving the elimination of the Series A Preferred Stock as set forth herein:

“RESOLVED, that none of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued subject to the Series A Certificate of Designation; and be it further

RESOLVED, that, upon filing the Certificate of Elimination with the Secretary of State of the State of Delaware, all matters set forth in the Series A Certificate of Designation shall be eliminated from the Certificate of Incorporation with respect to the Series A Preferred Stock; and be it further

RESOLVED, that each officer of the Company (each, an “Authorized Officer” and collectively, the “Authorized Officers”) is hereby authorized and directed, in the name and on behalf of the Company, to prepare, execute, and deliver to the Secretary of State of the State of Delaware the Certificate of Elimination as required by the DGCL in order to effect the cancellation and elimination of the Series A Preferred Stock, and any and all additional documents required to be filed therewith.”

Fourth: In accordance with Section 151(g) of the DGCL, the Certificate of Incorporation as effective immediately prior to the filing of this Certificate of Elimination, is hereby amended to eliminate all references to the Series A Preferred Stock.

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be acknowledged as true in its corporate name under the penalties of perjury and executed by its duly authorized officer this 13th day of March, 2015.

By:	/s/ David M. Grimm
	David M. Grimm
	Chief Administrative Officer

EX-4.1

Exhibit 4.1

AMENDMENT AND TERMINATION OF RIGHTS AGREEMENT

This AMENDMENT AND TERMINATION OF RIGHTS AGREEMENT (this “Amendment and Termination”) is made as of March 13, 2015, between Forestar Group Inc. (f/k/a Forestar Real Estate Group Inc.), a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Rights Agreement (as defined below).

RECITALS

WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement, dated as of December 11, 2007 (the “Rights Agreement”);

WHEREAS, the Board of Directors of the Company has determined to terminate the Rights Agreement and, in furtherance thereof, the Company desires to enter into this Amendment and Termination pursuant to which the Rights Agreement will be amended to (i) accelerate the Final Expiration Date (as defined in the Rights Agreement) and (ii) terminate the Rights Agreement upon the expiration of the Rights (as defined in the Rights Agreement); and

WHEREAS, prior to the Distribution Date (as defined in the Rights Agreement), the Company may, in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of the Rights Agreement, in any respect without the consent or approval of any holders of shares of Common Stock (as defined in the Rights Agreement).

AMENDMENT

NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Amendment of the Rights Agreement.

(a)    Section 7(a)(i) of the Rights Agreement is hereby amended and restated in its entirety to read as follows:

“(i) 5:00 P.M., New York City time, on March 13, 2015 (the “Final Expiration Date”),”.

(b)    Exhibit B of the Rights Agreement (Form of Rights Certificate) is hereby amended to replace the words “December 11, 2017” with the words “March 13, 2015” in all places where such words occur.

(c)    Exhibit C of the Rights Agreement (Summary of Rights to Purchase Preferred Stock) is hereby amended to replace the words “December 11, 2017” with the words “March 13, 2015” in all places where such words occur.

2. Termination. Upon expiration of the Rights in accordance with the terms of the Rights Agreement, as amended hereby, the Rights Agreement shall terminate and be of no further force or effect whatsoever without any further action on the part of the Company or the Rights Agent.

3. Governing Law. This Amendment and Termination, and all questions relating to its validity, interpretation, performance, and enforcement, shall be governed by and construed in accordance with the laws of the state of Delaware, in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

4. Counterparts. This Amendment and Termination may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. A signature to this Amendment and Termination executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.

IN WITNESS WHEREOF, the undersigned have executed this Amendment and Termination as of the date first above written.

FORESTAR GROUP INC.
By:	/s/ David M. Grimm
	David M. Grimm
	Chief Administrative Officer

COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent
By:	/s/ David Adamson
	David Adamson
	Vice President

EX-99.1

Exhibit 99.1

NEWS

RELEASE

FOR IMMEDIATE RELEASE

CONTACT:     Anna E. Torma

(512) 433-5312

FORESTAR TERMINATES SHAREHOLDER RIGHTS PLAN

AUSTIN, TEXAS,March 13, 2015 - Forestar Group Inc. (“Forestar” or the “Company”) (NYSE: FOR) today announced that its Board of Directors has approved the termination of its Shareholder Rights Plan adopted in December 2007, advancing its expiration date from December 11, 2017 to March 13, 2015. Effective at 5:00 p.m. Eastern Time on March 13, 2015, the Shareholder Rights Plan and the associated rights will expire and will be of no further force or effect. Forestar shareholders do not have to take any action as a result of this termination.

About Forestar Group

Forestar Group Inc. operates in three business segments: real estate, oil and gas and other natural resources. At year-end 2014, the real estate segment owns directly or through ventures almost 113,000 acres of real estate located in ten states and 13 markets in the U.S. The real estate segment has 11 real estate projects representing over 24,400 acres currently in the entitlement process. In addition, the real estate segment includes 75 entitled, developed and under development projects in eight states and 13 markets encompassing over 11,200 acres, comprised of over 18,300 planned residential lots and almost 2,000 commercial acres. The oil and gas segment includes approximately 960,000 net acres of oil and gas mineral interests, with approximately 590,000 acres of fee ownership located principally in Texas, Louisiana, Georgia, and Alabama and 370,000 net acres of leasehold interests principally located in Nebraska, Oklahoma, Kansas, Texas and North Dakota. These leasehold interests include over 9,000 net mineral acres in the core of the prolific Bakken and Three Forks formations. The other natural resources segment includes sale of wood fiber and management of our recreational leases, and approximately 1.5 million acres of groundwater resources, including a 45% nonparticipating royalty interest in groundwater produced or withdrawn for commercial purposes from approximately 1.4 million acres in Texas, Louisiana, Georgia and Alabama and about 20,000 acres of groundwater leases in central Texas. Forestar’s address on the World Wide Web is www.forestargroup.com.

Forward Looking Statements

This release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are typically identified by words or phrases such as “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” and other words and terms of similar meaning. These statements reflect management’s current views with respect to future events and are subject to risk and uncertainties. We note that a variety of factors and uncertainties could cause our actual results to differ significantly from the results discussed in the forward-looking statements, including but not limited to: general economic, market, or business conditions; changes in commodity prices; opportunities (or lack thereof) that may be presented to us and that we may pursue; fluctuations in costs and expenses including development costs; demand for new housing, including impacts from mortgage credit rates or availability; lengthy and uncertain entitlement processes; cyclicality of our businesses; accuracy of accounting assumptions; competitive actions by other companies; changes in laws or regulations; and other factors, many of which are beyond our control. Except as required by law, we expressly disclaim any obligation to publicly revise any forward-looking statements contained in this news release to reflect the occurrence of events after the date of this news release.