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 (Date of earliest event reported):    June 17, 2003

NVR, INC.

(Exact name of registrant as specified in its charter)

VIRGINIA	1-12378	54-1394360
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

7601 Lewinsville Road, Suite 300 McLean, Virginia (Address of principal executive offices) 22102 (Zip Code)

Registrant’s telephone number, including area code:    (703) 761-2000

Not applicable

(Former name or former address, if changed since last report)

Item 5.    Other Events

Set forth as Exhibit 4.1 to this Current Report on Form 8-K is the Third Supplemental Indenture, dated as of March 14, 2002, to the Indenture, dated as of April 14, 1998, by and between the NVR, Inc. and U.S. Bank Trust National Association, as successor to The Bank of New York, as trustee.

Item 7.    Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Not applicable

(b) Pro Forma Financial Information

Not applicable

(c) Exhibits

Exhibit	Document
4.1	Third Supplemental Indenture, dated March 14, 2002, between NVR, Inc. and U.S. Bank Trust National Association

2

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.

	NVR, INC.
Date: June 17, 2003	By:	/s/ Paul C. Saville
		Paul C. Saville Executive Vice President Finance, Chief Financial Officer and Treasurer

3

EXHIBIT INDEX

Exhibit	Document
4.1	Third Supplemental Indenture, dated March 14, 2002, between NVR, Inc. and U.S. Bank Trust National Association

4

EX-4

                          THIRD SUPPLEMENTAL INDENTURE

     THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"), dated
as of March 14, 2002, between NVR, INC., a Virginia corporation (the "Company"),
and U.S. Bank Trust National Association, a national banking association, as
successor to the Bank of New York (the "Trustee"), as Trustee under the Base
Indenture, the First Supplemental Indenture, and the Second Supplemental
Indenture (each as hereinafter defined) and this Third Supplemental Indenture.
Capitalized terms used and not otherwise defined herein shall have the meaning
set forth in the Base Indenture.

                                    RECITALS

     WHEREAS, the Company and the Trustee have heretofore executed and delivered
to the Trustee an Indenture, dated as of April 14, 1998 (the "Base Indenture"),
as amended and supplemented by the first supplemental indenture, dated as of
April 14, 1998 (the "First Supplemental Indenture"), and the second supplemental
indenture, dated as of February 27, 2001 (the "Second Supplemental Indenture"
and, together with the Base Indenture and the First Supplemental Indenture, the
"Indenture") pursuant to which the Company's 8% Senior Notes due 2005 were
issued;

     WHEREAS, in accordance with Section 902 of the Base Indenture, the Company
and the Trustee are authorized and permitted to amend and supplement the
Indenture as set forth herein (the "Amendment"), with the consent of the Holders
of not less than a majority in principal amount of all Outstanding Securities,
and (1) the Holders of a majority in principal amount of all Outstanding
Securities have consented to the Amendment and (2) all other requirements set
forth in the Base Indenture to make this Third Supplemental Indenture effective
have been satisfied; and

     WHEREAS, the Company and the Trustee deem it advisable to enter into this
Third Supplemental Indenture for the purpose of amending the Indenture in order
to provide the Company with greater flexibility to continue to repurchase shares
of its outstanding common stock as part of its strategy of maximizing
shareholder value.

NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:

     For and in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company and the
Trustee mutually covenant and agree for the equal and proportionate benefit of
all Holders of the Notes as follows:



     SECTION 1.01 AMENDMENT. Section 5.01 of the First Supplemental Indenture is
amended and restated in its entirety as follows:

     "Section 5.01 Limitations on Restricted Payments. Until the Notes are rated
Investment Grade by both Rating Agencies, after which time the following
covenant no longer shall be binding on the Company or any Restricted Subsidiary:

     (a) neither the Company nor any of its Restricted Subsidiaries shall,
directly or indirectly, make any Restricted Payment, if, after giving effect
thereto on a pro forma basis:

          (i)   the Company could not Incur $1.00 of additional Indebtedness
     pursuant to provisions described in paragraph (b) of Section 5.02 hereof;

          (ii)  a Default or an Event of Default would occur or be continuing;
     or

          (iii) the aggregate amount of all Restricted Payments, including such
     proposed Restricted Payment, made by the Company and its Restricted
     Subsidiaries, from and after the Issue Date and on or prior to the date of
     such Restricted Payment, shall exceed the sum (the "Basket") of

                           (A) 50% of Consolidated Net Income of the Company for
                  the period (taken as one accounting period), commencing with
                  the first full fiscal quarter which includes the Issue Date,
                  to and including the fiscal quarter ended immediately prior to
                  the date of each calculation for which internal financial
                  statements are available (or, if Consolidated Net Income for
                  such period is negative, then minus 100% of such deficit);
                  plus

                           (B) 100% of the amount of any Indebtedness of the
                  Company or a Restricted Subsidiary Incurred after the Issue
                  Date that is converted into or exchanged for Qualified Capital
                  Stock of the Company after the Issue Date; plus

                           (C) to the extent that any Restricted Investment made
                  after the date of this First Supplemental Indenture is sold
                  for cash or otherwise reduced or liquidated or repaid for
                  cash, in whole or in part, the lesser of (1) the cash return
                  of capital with respect to such Restricted Investment (less
                  the cost of disposition, if any) and (2) the initial amount of
                  such Restricted Investment; plus

                           (D) unless accounted for pursuant to clause (B)
                  above, 100% of the aggregate net proceeds (after payment of
                  reasonable out-of pocket expenses, commissions and discounts
                  incurred in connection

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                  therewith) received by the Company from the sale or issuance
                  issuance (other than to a Subsidiary of the Company) of its
                  Qualified Capital Stock after the Issue Date and on or prior
                  to the date of such Restricted Payment; plus

                           (E) with respect to any Unrestricted Subsidiary that
                  is redesignated as a Restricted Subsidiary after the Issue
                  Date in accordance with the definition of Unrestricted
                  Subsidiary (so long as the designation of such Subsidiary as
                  an Unrestricted Subsidiary was treated as a Restricted Payment
                  made after the Issue Date and only to the extent not included
                  in the calculation of Consolidated Net Income), an amount
                  equal to the lesser of (x) the book value in accordance with
                  GAAP of the Company's or a Restricted Subsidiary's Investment
                  in such Subsidiary, and (y) the Designation Amount at the time
                  of such Subsidiary's designation as an Unrestricted
                  Subsidiary; plus

                           (F) 100% of tax benefits, if any, for the period
                  (taken as one accounting period), commencing with the first
                  full fiscal quarter which includes the Issue Date, realized by
                  the Company from stock option exercises and from the issuance
                  of the Company's Qualified Capital Stock pursuant to
                  equity-based employee benefit plans that are recorded as an
                  increase to shareholders' equity in accordance with GAAP; plus

                           (G) $50,000,000.

                  (b) The foregoing clause (a) does not prohibit:

                           (i) the payment of any dividend within 60 days after
                  the date of its declaration if such dividend could have been
                  made on the date of its declaration in compliance with the
                  foregoing provisions;

                           (ii) the payment of cash dividends or other
                  distributions to any Equity Investor or joint venture
                  participant of a Restricted Subsidiary with respect to a class
                  of Capital Stock of such Restricted Subsidiary or joint
                  venture owned by such Equity Investor or joint venture
                  participant so long as the Company or its Restricted
                  Subsidiaries simultaneously receive a dividend or distribution
                  with respect to their Investment in such Restricted Subsidiary
                  or joint venture either in U.S. Legal Tender or the same form
                  as the dividend or distribution received by such Equity
                  Investor or joint venture participant and in proportion to
                  their proportionate interest in the same class of Capital
                  Stock of such Restricted Subsidiary (or in the case of a joint
                  venture that is a partnership or a limited liability

                                     - 3 -



                  company, as provided for in the documentation governing such
                  joint venture), as the case may be;

                           (iii) repurchases or redemptions of Capital Stock of
                  the Company from any former directors, officers and employees
                  of the Company in the aggregate up to $3,000,000 during any
                  calendar year (provided, however, that any amounts not used in
                  any calendar year may be used in any subsequent year);

                           (iv) the retirement of Capital Stock of the Company
                  or the retirement in Indebtedness of the Company, in exchange
                  for or out of the proceeds of a substantially concurrent sale
                  (other than a sale to a Subsidiary of the Company) of, other
                  shares of its Qualified Capital Stock and the retirement of
                  Capital Stock or Indebtedness of a Restricted Subsidiary in
                  exchange for or out of the proceeds of a substantially
                  concurrent sale of its Qualified Capital Stock, provided that,
                  in each case, the amount of any such proceeds is excluded for
                  purposes of clause (a)(iii)(D) above;

                           (v) repurchases by the Company of Capital Stock of
                  the Company (from Persons other than officers or directors of
                  the Company) in one or more open market and/or privately
                  negotiated transactions of up to $85,000,000 in the aggregate
                  at any time or from time to time on or before March 31, 2002;
                  provided that any such repurchases not made pursuant to this
                  clause (v) on or before March 31, 2002 may not be made at any
                  subsequent time; or

                           (vi) repurchases by the Company of Capital Stock of
                  the Company (from Persons other than executive officers or
                  directors of the Company) in one or more open market and/or
                  privately negotiated transactions of up to $100,000,000 in the
                  aggregate at any time or from time to time from March 15, 2002
                  until June 1, 2003; provided, that any such repurchases not
                  made pursuant to this clause (vi) on or before June 1, 2003
                  may not be made at any subsequent time.

                  Any Restricted Payment made in accordance with clauses (i) and
(iii) of this paragraph shall reduce the Basket. In calculating the Basket, any
Restricted Payment not made in cash and any non-cash amounts received for
purposes of clause (D) shall be valued at fair market value as determined in
good faith by the Board of Directors, whose determination shall be conclusive
and whose resolution with respect thereto shall be delivered to the Trustee
promptly after the adoption thereof."

                  SECTION  1.02 NEW YORK LAW TO GOVERN.  THIS THIRD SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY AND CONSTRUED


                                     - 4 -



IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRD SUPPLEMENTAL INDENTURE.

                  SECTION 1.03 EFFECTIVE DATE. This Third Supplemental Indenture
shall be effective as of the date first above written and upon the execution and
delivery hereof by each of the parties hereto.

                  SECTION 1.04 COUNTERPARTS. This Third Supplemental Indenture
may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.


                                     - 5 -



                  IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed by their respective officers hereunto
duly authorized, all as of the date first above written.

Dated: March 14, 2002

                                         NVR, INC.



                                         By:  /s/ Dwight C. Schar
                                             -----------------------------------
                                             Name:  Dwight C. Schar
                                             Title: Chairman of the Board, Chief
                                                    Chief Executive Officer and
                                                    President



                                         By: /s/ Paul C. Saville
                                             -----------------------------------
                                             Name:  Paul C. Saville
                                             Title: Executive Vice President,
                                                    Chief Financial Officer and
                                                    Treasurer

Attest:
       ----------------------

Dated: March 14, 2002

                                         U.S. BANK TRUST NATIONAL
                                         ASSOCIATION, as Trustee



                                         By: /s/ Ignazio Tamburello
                                             -----------------------------------
                                             Name:  Ignazio Tamburello
                                             Title: Assistant Vice President


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