As filed with the Securities and Exchange Commission on March 29, 2002
Registration No. 333-84396
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
HOVNANIAN
ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
22-1851059
(I.R.S. Employer Identification Number)
10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
(732) 747-7800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
---------------
J. Larry Sorsby
Hovnanian Enterprises, Inc.
10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
(732) 747-7800
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
---------------
Copies to:
Vincent Pagano, Jr., Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. |_|
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|____________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|_______________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
Subject to Completion, dated March 29, 2002
PROSPECTUS
2,208,738 Shares
Hovnanian Enterprises, Inc.
Class A Common Stock
-------------------------
All of the Class A common stock offered hereby may be sold from time to
time by and for the account of the selling shareholder named in this
prospectus.
The methods of sale of the Class A common stock offered hereby are
described under the heading "Plan of Distribution". We will receive none of
the proceeds from such sales. We will pay all expenses, including brokerage
expenses, fees and discounts and commissions, incurred in connection with the
offering described in this prospectus.
The selling shareholder and any broker-dealers that participate in the
distribution of the Class A common stock offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"). As a result, any commission or profit on the resale of
shares received by such broker-dealers may be deemed to be underwriting
commissions and discounts under the Securities Act. Upon being notified by the
selling shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of the shares through a secondary distribution or a
purchase by a broker-dealer, a supplemental prospectus will be filed, if
required, disclosing among other things, the names of such broker-dealers, the
number of shares involved, the price at which such shares are being sold and
the commissions paid or the discounts or concessions allowed to such
broker-dealers.
The Class A common stock of the Company is listed on the New York Stock
Exchange (Symbol: HOV). On March 28, 2002, the closing price of the Class A
common stock was $26.59 per share.
These securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission nor have those
organizations determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
-------------------------
The date of this prospectus is , 2002
Table of Contents
Page
FORWARD-LOOKING STATEMENTS..................................................2
AVAILABLE INFORMATION.......................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................2
THE COMPANY.................................................................3
USE OF PROCEEDS.............................................................3
SELLING SHAREHOLDER.........................................................3
PLAN OF DISTRIBUTION........................................................4
LEGAL MATTERS...............................................................5
EXPERTS.....................................................................5
FORWARD-LOOKING STATEMENTS
All statements in this registration statement, this prospectus and the
information incorporated by reference, including the financial statements and
their accompanying notes, that are not historical facts should be considered
as "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements involve known and unknown
risks, uncertainties and other factors that may cause actual results to differ
materially. Such risks, uncertainties and other factors include, but are not
limited to, changes in general economic conditions, fluctuations in interest
rates, increases in raw materials and labor costs, levels of competition and
other facts described in detail in our form 10-K for the year ended October
31, 2001.
AVAILABLE INFORMATION
We have filed with the Securities and Exchange Commission, the
"Commission", a registration statement on Form S-3. This prospectus, which
forms part of the registration statement, does not have all the information
contained in the registration statement. Statements in this prospectus as to
the contents of any contract or other document are not necessarily complete
and, where a contract or other document is an exhibit to the registration
statement, or was previously filed with the Commission and is now incorporated
by reference, each statement is qualified in all respects by the provision in
the exhibit to which reference is hereby made. A copy of the registration
statement may be inspected by anyone without charge at the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies
of all or any part of the registration statement may be obtained from the
Commission upon payment of certain fees prescribed by the Commission.
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and file reports, proxy statements and other
information with the Commission. You may read and copy any reports, proxy
statements and other information at the Commission's Public Reference Room at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at its regional office located at 500 West Madison Street, 14th Floor,
Chicago, Illinois 60661. The public may obtain information on the operation of
the Public Reference Room by calling the Commission at 1-800-SEC-0330. Copies
of this material also can be obtained by mail from the Public Reference
Section of the Commission, at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at the prescribed rates. The Commission also
maintains a website that contains reports, proxy and information statements
and other information. The website address is: http://www.sec.gov. Hovnanian's
Class A common stock is listed on the New York Stock Exchange, and reports,
proxy statements and other information can also be inspected at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We have filed the following documents with the Commission and these
documents are incorporated herein by reference:
o Annual Report on Form 10-K for the fiscal year ended October 31,
2001, Registration File No. 1-8551;
o Quarterly Report on Form 10-Q for the quarter ended January 31,
2002, Registration File No. 1-8551;
o The description of the Company's Class A common stock, par value
$.01 per share, set forth in the Company's Registration Statement on
Form 8-A filed March 13, 2001, and any amendment or report filed for
the purpose of updating any such description, Registration File No.
1-8551; and
o Current Reports on Form 8-K filed January 24, 2002, as amended by
Current Report on Form 8-K/A filed February 19, 2002, and March 21,
2002, Registration File Nos. 1-8551.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of this prospectus and prior to the termination of the offering of the
Class A common stock pursuant hereto shall be deemed to be incorporated by
reference in this prospectus and to be a part of this prospectus from the date
of filing of such document. Any statement contained in this prospectus or in a
document incorporated or deemed to be incorporated by reference in this
prospectus shall be deemed to be modified or superseded for purposes of the
registration statement and this prospectus to the extent that a statement
contained in this prospectus or in any subsequently filed document that also
is or is deemed to be incorporated by reference in this prospectus modifies or
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supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
the registration statement or this prospectus.
Hovnanian will provide without charge to each person, including any
beneficial owner, to whom a copy of this prospectus is delivered, upon the
written or oral request of that person, a copy of any or all of the
information incorporated by reference in this prospectus but not delivered
with this prospectus, other than exhibits to such information, unless the
exhibits are specifically incorporated by reference into the information that
this prospectus incorporates. Requests for copies should be directed to Paul
W. Buchanan, Senior Vice President--Corporate Controller, Hovnanian
Enterprises, Inc., 10 Highway 35, P.O. Box 500, Red Bank, New Jersey 07701
(telephone: (732) 747-7800).
THE COMPANY
We design, construct and market high quality single-family detached homes
and attached condominium apartments and townhouses in planned residential
developments in the Northeast, primarily in New Jersey, southern New York
state and eastern Pennsylvania, North Carolina, Metro D.C., which includes
northern Virginia and Maryland, California, Texas, Tennessee, Alabama and
Mississippi and provide mortgage banking and title insurance activities. We
market our homes to first-time buyers, first-time and second-time move-up
buyers, luxury buyers, active adult buyers and empty nesters.
Hovnanian was originally incorporated in New Jersey in 1967 as successor
to a business founded in 1959 by Kevork S. Hovnanian and became a Delaware
corporation in August 1983. Hovnanian maintains its executive offices at 10
Highway 35, P.O. Box 500, Red Bank, New Jersey 07701 and its telephone number
is (732) 747-7800.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares
offered by the selling shareholder.
SELLING SHAREHOLDER
The selling shareholder listed below received shares as part of the
consideration in connection with our acquisition of the California
homebuilding operations of The Forecast Group(R), L.P. ("Forecast").
The following table states the number of shares of our outstanding Class
A common stock that the selling shareholder owns as a result of issuance of
our Class A common stock to the selling shareholder in connection with our
acquisition of the California homebuilding operations of Forecast, the percent
of Class A common stock owned by the selling shareholder, the number of shares
of Class A common stock that may be sold for the account of the selling
shareholder, the number of shares that will be owned by the selling
shareholder assuming the sale of all the shares offered hereby and the percent
of Class A common stock that will be owned by the selling shareholder assuming
the sale of all the shares offered hereby.
3
Number of Shares Number of Number of Shares Percent of Class
of Class A Percent of Class Shares of Class A of Class A A common stock
common stock A common stock common stock to common stock Owned After Sale
Selling Shareholder Owned(2) Owned (3) be Sold Owned After Sale (3)
------------------- ---------------- ---------------- ----------------- ---------------- ----------------
The Forecast Group(R), 2,208,738 9.66% 2,208,738 0 0%
L.P. (1) ---------- -------- ---------- ----- ------
Total 2,208,738 9.66% 2,208,738 0 0%
========== ========= ========== ===== ======
(1) Forecast(R)Homes, Inc. is the general partner of The Forecast Group(R), L.P. and James P. Previti is the owner of
Forecast(R)Homes, Inc.
(2) Based upon the number of shares of Class A common stock owned by the selling shareholder as reported on its
Schedule 13G filed March 8, 2002.
(3) Based upon 22,856,444 shares of Class A common stock outstanding on January 18, 2002, the record date for
Hovnanian's 2002 annual meeting.
PLAN OF DISTRIBUTION
We have been advised that the distribution of the Class A common stock by
the selling shareholder may be effected from time to time in one or more
transactions (which may involve block transactions) (1) on the New York Stock
Exchange in transactions that may include special offerings and exchange
distributions pursuant to and in accordance with the rules of such exchange,
(2) in the over-the-counter market, (3) in transactions otherwise than on such
exchange or in the over-the-counter market or (4) through the writing of
options, or in a combination of any such transactions. Such transactions may
be effected by the selling shareholder at market prices prevailing at the time
of sale, at varying prices determined at the time of sale, at negotiated
prices or at fixed prices. The selling shareholder may effect such
transactions by selling the Class A common stock to or through broker-dealers
and such broker-dealers will receive compensation in the form of discounts or
commissions and may receive commissions from the purchasers of the Class A
common stock for whom they may act as agent (which commissions are not
expected to exceed those customary in the type of transactions involved).
Under the terms of the Asset Purchase Agreement entered into among Forecast,
James P. Previti and Hovnanian in connection with Hovnanian's acquisition of
the California homebuilding operations of Forecast, Hovnanian has agreed to
pay for (1) discounts and commissions received by broker-dealers through which
the selling shareholder sells Class A common stock (which discounts and
commissions are not expected to exceed those customary in the type of
transactions involved) and (2) out-of-pocket costs, broker-dealers' discounts
and commissions, filing fees, auditing fees and other related transaction
costs, fees and expenses incurred by the selling shareholder in connection
with any unusual transaction for the sale of the Class A common stock if such
sale transaction is proposed by Hovnanian.
The selling shareholder may also effect such transactions by selling the
Class A common stock to or through underwriters who will acquire shares for
their own account and resell them in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale.
In addition, any shares covered by this prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 of
the Securities Act rather than pursuant to this prospectus.
Offers to purchase shares of Class A common stock may also be solicited
by agents designated by the selling stockholder from time to time.
In connection with the distribution of the Class A common stock or
otherwise, the selling stockholder may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the Class A common
stock and deliver Class A common stock to close out such short positions, or
loan or pledge Class A common stock to broker-dealers that in turn may sell
such securities.
Any broker-dealers that participate with the selling shareholder in the
distribution of the Class A common stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commissions or discounts
received by such broker-dealers and any profit on the resale of the Class A
common stock by such broker-dealers might be deemed to be underwriting
discounts and commissions under such act.
4
In connection with sales of Class A common stock or otherwise, the
undersigned may enter into hedging transactions with broker-dealers, which may
in turn engage in short sales of Class A common stock and deliver Class A
common stock to close out such short positions, or loan or pledge Class A
common stock to broker-dealers that in turn may sell such Class A common
stock.
Upon being notified by the selling shareholder that any material
arrangement has been entered into with a broker- dealer for the sale of the
Class A common stock through a secondary distribution, or a purchase by a
broker-dealer, a supplemented prospectus will be filed, if required, pursuant
to Rule 424(b) under the Securities Act, disclosing:
o The names of such broker-dealers;
o The number of shares involved;
o The price at which such shares are being sold;
o The commission paid or the discounts or concessions allowed to such
broker-dealer;
o Where applicable, that such broker-dealers did not conduct any
investigation to verify the information set out or incorporated by
reference in this prospectus, as supplemented; and
o Other facts material to the transaction.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Class A common
stock will be passed upon for us by Simpson Thacher & Bartlett, New York, New
York.
EXPERTS
The consolidated financial statements of Hovnanian Enterprises, Inc.
appearing in Hovnanian's Annual Report (Form 10-K), for the year ended October
31, 2001, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
5
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses payable by Hovnanian in connection with the
offering described in this registration statement are as follows:
Total(a)
Registration Fee............................................... $5,319.00
Legal fees and expenses........................................ 35,000.00
Accounting fees and expenses................................... 10,000.00
Printing and duplicating expenses.............................. 5,000.00
Miscellaneous expenses......................................... 4,681.00
Total....................................................... $60,000.00
---------------
(a) All figures, except the SEC registration fee, are estimates.
Item 15. Indemnification of Directors and Officers.
Hovnanian is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware grants each corporation organized
thereunder the power to indemnify any person who is or was a director,
officer, employee or agent of a corporation or enterprise against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in the right of
the corporation, by reason of being or having been in any such capacity, if he
acted in good faith in a manner reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Section 102(b)(7) of the General Corporation Law of the State of
Delaware enables a corporation in its certificate of incorporation or an
amendment thereto validly approved by stockholders to limit or eliminate the
personal liability of the members of its board of directors for violations of
the directors' fiduciary duty of care.
Article EIGHTH of Hovnanian's Restated Certificate of Incorporation
contains the following provisions with respect to indemnification:
No director of the Company shall be personally liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as
a director; provided, however, that this Article shall not eliminate or
limit the liability of a director (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit. This Article shall not eliminate or
limit the liability of a director for any act or omission occurring prior
to the date on which this Article becomes effective. Any repeal or
modification of this Article Eighth shall not adversely affect any right
or protection of a director of the Company existing hereunder with
respect to any act or omission occurring prior to the time of such repeal
or modification.
Hovnanian maintains a liability insurance policy providing coverage for
its directors and officers in an amount up to an aggregate limit of
$10,000,000 for any single occurrence.
Item 16. Item 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
II-1
(1) To file, during any period in which offers or sales are being made, a
post effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in the volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraph (1)(i) and (1)(ii) above do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in response to Item 15, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Red Bank, State of New Jersey, on
March 29, 2002.
Hovnanian Enterprises, Inc.
By: /s/ J. Larry Sorsby
-------------------------
J. Larry Sorsby
Executive Vice President
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on March 29, 2002.
Signature Title
--------- -----
*/s/ Kevork S. Hovnanian Chairman of the Board and Director
---------------------------------
Kevork S. Hovnanian
*/s/ Ara K. Hovnanian President, Chief Executive Officer
--------------------------------- and Director
Ara K. Hovnanian
*/s/ Paul W. Buchanan Senior Vice President--Corporate
--------------------------------- Controller and Director
Paul W. Buchanan
*/s/ Geaton A. DeCesaris, Jr. President of Homebuilding Operations
--------------------------------- and Chief Operating Officer and
Geaton A. DeCesaris, Jr. Director
*/s/ Arthur M. Greenbaum Director
---------------------------------
Arthur M. Greenbaum
*/s/ Desmond P. McDonald Director
---------------------------------
Desmond P. McDonald
*/s/ Peter S. Reinhart Senior Vice-President,
--------------------------------- General Counsel/Secretary and Director
Peter S. Reinhart
*/s/ John J. Robbins Director
---------------------------------
John J. Robbins
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*/s/ J. Larry Sorsby Executive Vice President,
--------------------------------- Chief Financial Officer and Director
J. Larry Sorsby
*/s/ Stephen D. Weinroth Director
---------------------------------
Stephen D. Weinroth
*By: /s/ J. Larry Sorsby
---------------------------------
J. Larry Sorsby, Attorney-In-Fact
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
------ -----------------------
2.1 - Asset Purchase Agreement, dated as of January 4, 2002, by and
among The Forecast Group(R), L.P., James P. Previti and
Hovnanian (incorporated by reference to Exhibit 2(a) of
Hovnanian's annual report of Form 10-K for the year ended
October 31, 2001).
2.2 - Securities Purchase Agreement, dated as of January 4, 2002, by
and among Forecast Homes, Inc., Forecast PP2, LLC, James P.
Previti and Hovnanian (incorporated by reference to Exhibit
2(b) of Hovnanian's annual report of Form 10-K for the year
ended October 31, 2001).
4.1 - Certificate of Incorporation of Hovnanian (incorporated by
reference to Exhibit 3(a) of Hovnanian's annual report on Form
10-K for the year ended February 28, 1993).
4.2 - Certificate of Amendment of Certificate of Incorporation of
Hovnanian (incorporated by reference to Exhibit 3(b) of
Hovnanian's annual report on Form 10-K for the year ended
February 28, 1993).
4.3 - By-laws of Hovnanian (incorporated by reference to Exhibit 3.2
of Hovnanian's Registration Statement on Form 8-A filed on
March 13, 2001).
4.4 - Specimen Class A common stock Certificate (previously filed
with this Registration Statement).
5.1 - Opinion of Simpson Thacher & Bartlett (previously filed with
this Registration Statement).
23.1 - Consent of Ernst & Young LLP (filed herewith).
23.2 - Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).
24.1 - Powers of Attorney of Board of Directors of Hovnanian (previously
filed with this Registration Statement).
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