-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U9bvmEbGEBYf3hH8u7ZUulq3WQcmWXMzFfHDGY8tYpJDy3MXyl+acKBNbB6TQ/bA ob1d+nlzxeACtJD8b1Lzug== 0000950162-97-000719.txt : 19971009 0000950162-97-000719.hdr.sgml : 19971009 ACCESSION NUMBER: 0000950162-97-000719 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19971002 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971008 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL HOMES HOLDING CORP CENTRAL INDEX KEY: 0000796122 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 860554624 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10700 FILM NUMBER: 97692424 BUSINESS ADDRESS: STREET 1: 7001 N SCOTTSDALE RD STE 2050 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 BUSINESS PHONE: 6024830006 MAIL ADDRESS: STREET 1: 7001 N SCOTTSDALE ROAD STREET 2: SUITE 2050 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 8-K 1 FORM 8-K 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): October 2, 1997 CONTINENTAL HOMES HOLDING CORP. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-14830 86-0554624 - ------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 7001 North Scottsdale Road, Suite 2050 Scottsdale, Arizona 85253 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code:(602) 483-0006 Not Applicable - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 6. Resignations of Registrant's Directors. On October 6, 1997, Continental Homes Holding Corp. (the "Registrant) announced the resignations of Donald R. Loback as Chief Executive Officer and Chairman and William Steinberg and Peter D. O'Conner as directors. The resignations were given at a Board meeting held on October 3, 1997. During a Board meeting held on October 5, 1997, the Board of Directors elected Bradley S. Andersen as Interim Chairman and W. Thomas Hickcox, President and Chief Operating Officer, as Chief Executive Officer of the Registrant. Item 7. Exhibits. Number Description 1 Copy of letter of resignation of Donald R. Loback to the Board of Directors of the Registrant. 2 Copy of letter of resignation of William Steinberg to the Board of Directors of the Registrant. 3 Copy of letter of resignation of Peter D. O'Conner to the Board of Directors of the Registrant. 4 Copy of Press Release 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. Date: October 8, 1997 CONTINENTAL HOMES HOLDING CORP. /S/ Julie E. Collins --------------------------------- Julie E. Collins Chief Financial Officer EX-1 2 LETTER OF RESIGNATION - DONALD R. LOBACK Exhibit 1 Donald R. Loback 8635 N. 56th Street Paradise Valley, AZ 85253 October 5, 1997 To: Board of Directors and Shareholders Continental Homes Holding Corp. It was with much regret that I felt forced to tender my resignation from my positions as Chairman and CEO of Continental Homes Holding Corp. ("CHHC") last Friday. CHHC is a company I co-founded more than twelve years ago and I have served in my positions with great pride. But I recognize that as a result of the Company's success, it is time for a new direction. And to enable the Company to pursue that direction I realized I must resign. We have worked hard together to achieve our goals. CHHC is recognized in its markets as the premier homebuilder for first-time and move-up homebuyers. All of our loyal employees have worked hard to make that happen. In that process, we became a family with a culture that, I hope, made each person feel how important he or she was to the success of the organization. At the same time, we worked hard to create value for our shareholders. Today the Company is more financially sound and liquid than at any other time in its history and the marketplace has rewarded our achievements by pushing the price of our stock to an all time high. So, why have I resigned? Because, while I feel a strong sense of responsibility to our homebuyers, subcontractors and to all of our dedicated employees, CHHC is a public company and, as such, my principal responsibility is to our shareholders. I believe that we have a unique window of opportunity to maximize the value to our shareholders, while at the same time not adversely affecting these other very important constituencies. I tried to convince the others in your senior management, and my fellow directors, that we needed to move forward in a new direction. I understand that change can be difficult and a hard direction for management to pursue. -2- The investment banking firms we have consulted have both confirmed that the market will not ascribe to CHHC the premium value attributed to other homebuilders solely because of their greater market capitalizations. There are limited opportunities for us to consolidate with others of similar size -- and, of course, no assurance that this would result in market recognition comparable to that ascribed to established large market capitalization companies. The market has provided this small window of opportunity to pursue a transaction that can recognize the value we have created over these years. I think it is critical that any such opportunity be presented without delay to our shareholders for their consideration. We have built together a strong organization. A valuable franchise. A consolidation transaction can build on that organization and that franchise. If we believe in what we have built, as I do, we can also believe that such a transaction will build on what we have created and not destroy it. In any event, I think that it is important for CHHC to explore immediately alternatives available to it because of its strong track record and current market conditions, and to present to shareholders the opportunities to achieve appropriate values for their holdings in the Company. It is to pursue those opportunities, for myself and all the shareholders of CHHC, that I felt compelled to resign my positions with the Company. Sincerely, /S/ Donald R. Loback ------------------------------ Donald R. Loback EX-2 3 LETTER OF RESIGNATION - WILLIAM STEINBERG Exhibit 2 William Steinberg 49 Highland Circle Wayland, MA 01776 October 5, 1997 Board of Directors Continental Homes Holding Corp. 7001 North Scottsdale Road Suite 2050 Scottsdale, AZ 85253 Attn: Timothy C. Westfall Dear Sirs: This letter shall serve to inform you that as of 7:00 PM Pacific time, on Friday, October 3, 1997, I formally resigned my position as Director of Continental Homes Holding Corp. ("Continental"). The two primary reasons for my departure are: 1. The refusal by four of the eight Directors to give serious consideration to a bonafide offer from a third party to acquire the outstanding shares of Continental. This transaction was believed by Smith Barney to potentially have substantial benefits to shareholders. We were further advised by investment bankers on October 3, 1997 that a significant combination with or sale to another major homebuilder could be extremely beneficial to shareholders. It is my strong conviction that the failure by some Directors to support a full and fair assessment of this business opportunity was not in the best interest of Continental's shareholders. 2. The strategy of the firm going forward, as proposed by the new management team at the Board meeting, is, I believe, in contrast to my own views and those of prior management. I believe that my continued presence as a member of the Board of Directors would serve only to create an environment of conflict, which would potentially hinder more than it would assist in the firm's ability to function under the new management team. -2- I have thoroughly enjoyed my tenure as a Director at Continental and wish everyone there the very best going forward. Very truly yours, /S/ William Steinberg ----------------------------- William Steinberg EX-3 4 LETTER OF RESIGNATION - PETER D. O'CONNOR Exhibit 3 Peter D. O'Connor 7502 N. Eucalyptus Drive Paradise Valley, AZ 85253 October 5, 1997 Board of Directors Continental Homes Holding Corp. 7001 N. Scottsdale Road Suite 2050 Attn: Timothy C. Westfall Dear Sirs: This letter shall serve to inform you that I formally resign my position as a Director of Continental Homes Holding Corp. (Continental) as of 7:00 P.M. October 3, 1997. The reason for my resignation is the refusal by four of the eight directors to give an objective consideration to a third party offer to acquire the outstanding shares of Continental. Such offer was at a substantial premium to the current share price of Continental and the refusal to objectively consider such offer is not in the best interest of the shareholders. I believe my continued presence as a member of the Board of Directors would not be beneficial for those remaining with the firm. Very truly yours, /S/ Peter D. O'Connor ---------------------------- Peter D. O'Connor EX-4 5 PRESS RELEASE Exhibit 4 Letterhead For Immediate Release: Contact: Julie E. Collins, CFO (602) 483-0006 SCOTTSDALE, Arizona (October 6, 1997) - Continental Homes Holding Corp. (NYSE: CON) today announced that on October 3, 1997, during a Board meeting held to discuss an offer from another homebuilding company, Donald R. Loback resigned as a Director, Chairman and CEO of Continental Homes Holding Corp. In addition, William Steinberg and Peter D. O'Connor also resigned from the Board. During the Board meeting, these three directors expressed a strong preference for pursuing this offer. Following the resignations, the Board determined not to pursue the other company's offer at the present time. The Board also determined to pursue all strategic alternatives, including a sale of the Company, in order to maximize shareholder value. Smith Barney has been retained to assist the Board in this review. Bradley S. Anderson, an outside Director, has been elected Interim Chairman and W. Thomas Hickcox, President and Chief Operating Officer has been named Chief Executive Officer of the Company. Mr. Anderson has been a director of the Company since 1993. Mr. Hickcox has been employed by the Company since 1985 and President and Chief Operating Officer since September 1995. Mr. Hickcox stated that "these changes will in no way affect the strong performance of our operations due to the depth and experience of our management team." Continental Homes designs, constructs, sells and finances single-family homes in Phoenix, Arizona; Austin, San Antonio and Dallas, Texas; Denver, Colorado; South Florida and Southern California. # # # -----END PRIVACY-ENHANCED MESSAGE-----