0001437749-12-007004.txt : 20120718 0001437749-12-007004.hdr.sgml : 20120718 20120718170227 ACCESSION NUMBER: 0001437749-12-007004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120712 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20120718 DATE AS OF CHANGE: 20120718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOVNANIAN ENTERPRISES INC CENTRAL INDEX KEY: 0000357294 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 221851059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08551 FILM NUMBER: 12968429 BUSINESS ADDRESS: STREET 1: 110 WEST FRONT STREET STREET 2: PO BOX 500 CITY: RED BANK STATE: NJ ZIP: 07701 BUSINESS PHONE: 7327477800 MAIL ADDRESS: STREET 1: 110 WEST FRONT STREET PO BOX 500 STREET 2: 110 WEST FRONT STREET PO BOX 500 CITY: RED BANK STATE: NJ ZIP: 07701 8-K 1 hov_8k-071212.htm CURRENT REPORT hov_8k-071212.htm
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):  July 12, 2012
 
HOVNANIAN ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
(State or Other
Jurisdiction
of Incorporation)
1-8551
(Commission File Number)
 
22-1851059
(I.R.S. Employer
Identification No.)
 
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
(Address of Principal Executive Offices) (Zip Code)
 
(732) 747-7800
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
 
 
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 (see General Instruction A.2. below):
 
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 3.02.                      Unregistered Sales of Equity Securities.
 
 
Pursuant to agreements with bondholders dated July 12, 2012, Hovnanian Enterprises, Inc. (the “Company”) issued an aggregate of 3,862,671 shares of the Company’s Class A common stock, par value $0.01 per share, in exchange for an aggregate of approximately $15.0 million of the Company’s outstanding indebtedness, consisting of (i) $1,000,000 aggregate principal amount of the Company’s outstanding 7.5% Senior Notes due 2016, (ii) $7,775,000 aggregate principal amount of the Company’s 6.25% Senior Notes due 2016 and (iii) $6,205,000 aggregate principal amount of the Company’s outstanding 8.625% Senior Notes due 2017 (the “exchanges”).
 
The exchanges were effected with existing bondholders and no commission or other remuneration was paid or given directly or indirectly for soliciting such exchanges.  Accordingly, the exchanges were effected pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
 
 
 
 
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.
 
       
HOVNANIAN ENTERPRISES, INC.
  
       
(Registrant)
 
       
By: 
 
/s/          Michael Discafani                                                
         
Name:   Michael Discafani
         
Title:     Vice President and Corporate Counsel
         
 


Date: July 18, 2012