Table of Contents
As filed with the Securities
and Exchange Commission on April 7, 2011
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION
STATEMENT
Under
THE SECURITIES ACT OF
1933
|
HOVNANIAN ENTERPRISES, INC |
K. HOVNANIAN ENTERPRISES, INC. |
(Exact Name of Registrant as
Specified in Its Charter)
| Delaware | California |
(State or Other Jurisdiction of
Incorporation or Organization)
| 22-1851059 | 22-2423583 |
(I.R.S. Employer Identification
Number)
|
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 (732) 747-7800 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 (732) 747-7800 |
(Address, Including Zip Code,
and Telephone Number, Including Area Code,
of Registrants’ Principal
Executive Offices)
SEE TABLE OF ADDITIONAL
REGISTRANTS
J. Larry Sorsby
Hovnanian Enterprises,
Inc.
110 West Front
Street
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.
Marisa D.
Stavenas, Esq.
Simpson Thacher & Bartlett
LLP
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. o
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.
þ
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. o
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. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. o
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated
filer” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.
|
Large accelerated
filer o
|
Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
| (Do not check if a smaller reporting company) |
Table of Contents
CALCULATION OF REGISTRATION
FEE
|
Proposed Maximum |
Proposed Maximum |
Amount of |
||||||||||
|
Title of Each Class of |
Amount to be |
Offering Price per |
Aggregate Offering |
Registration |
||||||||
| Securities to be Registered(10) | Registered(1)(2)(10) | Unit(1)(2)(3)(10) | Price(1)(3)(10) | Fee(1)(3)(10) | ||||||||
|
Debt Securities(4)
|
||||||||||||
|
Guarantees of Debt Securities and Warrants(5)
|
||||||||||||
|
Class A Common Stock(6)
|
||||||||||||
|
Preferred Stock
|
||||||||||||
|
Preferred Stock Purchase Rights(6)
|
||||||||||||
|
Depositary Shares(7)
|
||||||||||||
|
Stock Purchase Contracts and Stock Purchase Units
|
||||||||||||
|
Units(8)
|
||||||||||||
|
Warrants(9)
|
||||||||||||
|
Total
|
$200,000,000 | 100% | $200,000,000 | * | ||||||||
| * | Previously paid |
| (1) | Information with respect to each class is omitted pursuant to General Instruction II.D of Form S-3. An indeterminate amount of Debt Securities (and any Guarantees thereof as described herein), Class A Common Stock, Preferred Stock, Preferred Stock Purchase Rights, Depositary Shares, Stock Purchase Contracts and Stock Purchase Units, Units and Warrants (and any Guarantees thereof as described herein) (the foregoing, collectively and individually, the “Securities”) are being registered as may from time to time be issued at indeterminate prices with an aggregate initial offering price not to exceed $200,000,000 or the equivalent thereof in one or more other currencies. |
| (2) | Includes such indeterminate amounts of Securities as may be issued upon exercise, conversion or exchange of, or pursuant to anti-dilution adjustments with respect to, Securities that provide for such issuance, exercise, conversion, exchange or adjustment. Also includes such indeterminate amount as may be issued in Units. Separate consideration may or may not be received for any of these Securities. | |
| (3) | The proposed maximum aggregate offering price has been estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended, and reflects the maximum aggregate offering price of Securities that may be issued. |
| (4) | Debt Securities may be issued at an original issue discount or at a premium. |
| (5) | No separate consideration will be received for the Guarantees. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the Guarantees. | |
| (6) | Each share of Class A Common Stock includes an associated Preferred Stock Purchase Right. Each Preferred Stock Purchase Right initially represents the right, if such Preferred Stock Purchase Right becomes exercisable, to purchase from Hovnanian Enterprises, Inc. one ten-thousandth of a share of its Series B Junior Preferred Stock for each share of Class A Common Stock. The Preferred Stock Purchase Rights initially will trade together with the Class A Common Stock. The value attributable to the Preferred Stock Purchase Rights, if any, is reflected in the offering price of the Class A Common Stock and no separate consideration will be received for the Preferred Stock Purchase Rights. Therefore, the registration fee for the Preferred Stock Purchase Rights is included in the fee for the Class A Common Stock. | |
| (7) | Each Depositary Share will be issued under a depositary agreement, will represent an interest in a fractional share or multiple shares of Preferred Stock and will be evidenced by a depositary receipt. | |
| (8) | Any Securities registered hereunder may be sold separately or as Units with other Securities registered hereunder. | |
| (9) | The Warrants covered by this registration statement may be Warrants to purchase Preferred Stock, Class A Common Stock, Depositary Shares or Debt Securities. |
| (10) | Pursuant to Rule 429 under the Securities Act of 1933, as amended, the Prospectus herein also relates to $200,000,000 of the remaining $200,646,250 of Debt Securities (and any Guarantees thereof as described herein), Class A Common Stock, Preferred Stock, Preferred Stock Purchase Rights, Depositary Shares, Stock Purchase Contracts and Stock Purchase Units, Units and Warrants (and any Guarantees thereof as described herein), registered on Form S-3 (Registration No. 333-171349) of Hovnanian Enterprises, Inc., K. Hovnanian Enterprises, Inc. and the additional registrants named therein. |
This Registration Statement also constitutes Post-Effective
Amendment No. 1 to Registration Statement
No. 333-171349 and upon the effectiveness of such
Post-Effective Amendment, this Registration Statement and
Registration Statement No. 333-171349 will relate to an
aggregate of $200,000,000 of Debt Securities (and any Guarantees
thereof as described herein), Class A Common Stock,
Preferred Stock, Preferred Stock Purchase Rights, Depositary
Shares, Stock Purchase Contracts and Stock Purchase Units, Units
and Warrants (and any Guarantees thereof as described herein).
The Registrants hereby amend this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrants 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.
Table of Contents
TABLE OF
ADDITIONAL REGISTRANTS
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
Auddie Enterprises, L.L.C.
|
NJ | 26-1956909 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Builder Services NJ, L.L.C.
|
NJ | 20-1131408 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Builder Services NY, L.L.C.
|
NY | 20-5676716 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Builder Services PA, L.L.C.
|
PA | 20-5425686 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Dulles Coppermine, L.L.C.
|
VA | 31-1820770 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Eastern National Title Agency, LLC
|
FL | 27-2610679 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
EASTERN TITLE AGENCY, INC.
|
NJ | 22-2822803 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
F&W MECHANICAL SERVICES, L.L.C.
|
NJ |
20-4186885 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Founders Title Agency of Maryland, L.L.C.
|
MD |
20-1480338 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
FOUNDERS TITLE AGENCY, INC.
|
VA | 22-3293533 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
1
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
Governor’s Abstract Co., Inc.
|
PA | 22-3278556 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Homebuyers Financial Services, L.L.C.
|
MD | 20-3529161 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
HOVNANIAN DEVELOPMENTS OF FLORIDA, INC.
|
FL |
22-2416624 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Hovnanian Land Investment Group of California, L.L.C.
|
CA |
20-1471139 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
HOVNANIAN LAND INVESTMENT GROUP OF FLORIDA, L.L.C.
|
FL |
20-1379037 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Hovnanian Land Investment Group of Georgia, L.L.C.
|
GA |
20-3286439 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Hovnanian Land Investment Group of Maryland, L.L.C.
|
MD |
20-1446859 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Hovnanian Land Investment Group of New Jersey, L.L.C.
|
NJ |
20-3002580 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Hovnanian Land Investment Group of North Carolina, L.L.C.
|
NC |
20-1309025 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
2
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
Hovnanian Land Investment Group of Texas, L.L.C.
|
TX |
20-1442111 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Hovnanian Land Investment Group of Virginia, L.L.C.
|
VA |
20-1020023 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Hovnanian Land Investment Group, L.L.C.
|
MD |
20-0581911 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOV INTERNATIONAL, INC.
|
NJ | 22-3188610 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOV IP, II, Inc.
|
CA | 57-1135061 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOV IP, INC.
|
CA | 95-4892009 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Acquisitions, Inc.
|
NJ | 22-3406671 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at 4S, LLC
|
CA | 73-1638455 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Acqua Vista, LLC
|
CA | 20-0464160 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Aliso, LLC
|
CA | 20-1218567 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
3
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Allentown, L.L.C.
|
PA | 20-3215910 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Almond Estates, LLC
|
CA | 26-4718657 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Andalusia, LLC
|
CA | 27-3958234 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Arbor Heights, LLC
|
CA | 33-0890775 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT AVENUE ONE, L.L.C.
|
CA |
65-1161801 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Bakersfield 463, L.L.C.
|
CA |
26-4230522 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Barnegat I, L.L.C.
|
NJ | 22-3804316 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Barnegat II, L.L.C.
|
NJ | 20-3030275 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Bella Lago, LLC
|
CA | 20-1218576 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Bensalem, LLC
|
PA | 27-5488823 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
4
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Berkeley, L.L.C.
|
NJ | 22-3644632 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Bernards V, L.L.C.
|
DE | 22-3618587 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Blue Heron Pines, L.L.C.
|
NJ |
22-3630449 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Branchburg, L.L.C.
|
NJ | 27-2495924 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Bridgeport, Inc.
|
CA | 22-3547807 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Bridgewater I, L.L.C.
|
NJ | 31-1820703 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Broad and Walnut, L.L.C.
|
PA |
20-3477133 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Calabria, Inc.
|
CA | 22-3324654 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Camden I, L.L.C.
|
NJ | 22-3845575 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Cameron Chase, Inc.
|
VA | 22-3459993 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
5
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. HOVNANIAN AT CAMP HILL, L.L.C.
|
PA |
20-4215810 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT CAPISTRANO, L.L.C.
|
CA |
20-1618465 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Carlsbad, LLC
|
CA | 27-2135746 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Carmel Del Mar, Inc.
|
CA | 22-3320550 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Carmel Village, LLC
|
CA | 52-2147831 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Castile, Inc.
|
CA | 22-3356308 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Cedar Grove III, L.L.C.
|
NJ |
22-3818491 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Cedar Grove V, L.L.C.
|
NJ | 27-2495977 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Chaparral, Inc.
|
CA | 22-3565730 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Charter Way, LLC
|
CA | 26-4718725 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
6
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Chester I, L.L.C.
|
DE | 22-3618347 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Chesterfield, L.L.C.
|
NJ | 20-0916310 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Cielo, L.L.C.
|
CA | 20-3393453 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Clifton, L.L.C.
|
NJ | 22-3655976 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Coastline, L.L.C.
|
CA | 20-4751032 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Cortez Hill, LLC
|
CA | 31-1822959 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Cranbury, L.L.C.
|
NJ | 22-3814347 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Crestline, Inc.
|
CA | 22-3493450 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Curries Woods, L.L.C.
|
NJ | 22-3776466 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Denville, L.L.C.
|
NJ | 03-0436512 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Deptford Township, L.L.C.
|
NJ |
20-1254802 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
7
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Dominguez Hills, Inc.
|
CA | 22-3602177 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Dover, L.L.C.
|
NJ | 20-3072574 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at East Brandywine, L.L.C.
|
PA |
20-8353499 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Eastlake, LLC
|
CA | 31-1820096 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Edgewater II, L.L.C.
|
NJ | 20-0374534 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Edgewater, L.L.C.
|
NJ | 31-1825623 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Egg Harbor Township II, L.L.C.
|
NJ |
20-3158355 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Egg Harbor Township, L.L.C.
|
NJ |
31-1826606 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at El Dorado Ranch II, L.L.C.
|
CA |
26-4273232 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at El Dorado Ranch, L.L.C.
|
CA |
26-4273163 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
8
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Elk Township, L.L.C.
|
NJ | 20-5199963 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Encinitas Ranch, LLC
|
CA | 33-0890770 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Evergreen, L.L.C.
|
CA | 20-1618392 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Ewing, L.L.C.
|
NJ | 20-8327131 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Ewing II, LLC
|
NJ | 27-5489743 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Fair Oaks, L.L.C.
|
VA | 22-3778537 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Fiddyment Ranch, LLC
|
CA | 27-0614848 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Fifth Avenue, L.L.C.
|
NJ | 20-4594377 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Florence I, L.L.C.
|
NJ | 20-0982613 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Florence II, L.L.C.
|
NJ | 20-0982631 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Forest Meadows, L.L.C.
|
NJ |
16-1639755 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
9
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Franklin, L.L.C.
|
NJ | 20-1822595 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Franklin II, L.L.C.
|
NJ | 27-4526823 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Freehold Township, L.L.C.
|
NJ |
31-1819075 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Fresno, LLC
|
CA | 26-4718801 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT GASLAMP SQUARE, L.L.C.
|
CA |
20-1454058 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Gilroy, LLC
|
CA | 27-3237914 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Great Notch, L.L.C.
|
NJ | 31-1819076 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Gridley, LLC
|
CA | 26-4718869 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Guttenberg, L.L.C.
|
NJ | 22-3653007 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Hackettstown II, L.L.C.
|
NJ |
20-0412492 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
10
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Hamburg Contractors, L.L.C.
|
NJ |
22-3814175 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Hamburg, L.L.C.
|
NJ | 22-3795544 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Hawthorne, L.L.C.
|
NJ | 20-0946954 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Hazlet, L.L.C.
|
NJ | 20-4568967 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Hershey’s Mill, Inc.
|
PA | 22-3445102 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT HIGHLAND SHORES, L.L.C.
|
MN |
20-2705991 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Highland Vineyards, Inc.
|
CA |
22-3309241 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Hilltop, L.L.C.
|
NJ | 20-3476959 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Howell, LLC
|
NJ | 27-5489847 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT HUDSON POINTE, L.L.C.
|
NJ |
20-2695809 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
11
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Jackson I, L.L.C.
|
NJ | 56-2290802 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Jackson, L.L.C.
|
NJ | 22-3630450 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Jaeger Ranch, LLC
|
CA | 26-4642631 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Jersey City IV, L.L.C.
|
NJ | 22-3655974 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Jersey City V Urban Renewal Company, L.L.C.
|
NJ |
31-1818646 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Keyport, L.L.C.
|
NJ | 20-4918777 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at King Farm, L.L.C.
|
MD | 22-3647924 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at La Costa Greens, L.L.C.
|
CA |
20-3920917 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at La Costa, LLC
|
CA | 31-1820094 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at La Habra Knolls, LLC
|
CA | 31-1819908 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
12
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at La Laguna, L.L.C.
|
CA | 26-4230543 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at La Paz, LLC
|
CA | 26-4718948 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at La Terraza, Inc.
|
CA | 22-3303807 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Lafayette Estates, L.L.C.
|
NJ |
22-3658926 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Lake Rancho Viejo, LLC
|
CA |
20-1337056 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Lake Terrapin, L.L.C.
|
VA | 22-3647920 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Landmark, LLC
|
CA | 26-4719012 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Larkspur, LLC
|
CA | 26-4719101 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Lawrence V, L.L.C.
|
DE | 22-3638073 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Lee Square L.L.C.
|
VA | 27-1092841 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
13
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Linwood, L.L.C.
|
NJ | 22-3663731 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Little Egg Harbor Contractors, L.L.C.
|
NJ |
22-3832077 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Little Egg Harbor III, L.L.C.
|
NJ |
20-4861624 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Little Egg Harbor Township II, L.L.C.
|
NJ |
20-2689884 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Little Egg Harbor, L.L.C.
|
NJ |
22-3795535 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Live Oak II, LLC
|
CA | 26-4719149 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Long Branch I, L.L.C.
|
NJ | 56-2308030 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Lower Macungie Township I, L.L.C.
|
PA |
51-0427582 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Lower Macungie Township II, L.L.C.
|
PA |
65-1161803 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
14
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Lower Makefield Township I, L.L.C.
|
PA |
22-3887471 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Lower Moreland I, L.L.C.
|
PA |
22-3785544 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Lower Moreland II, L.L.C.
|
PA |
22-3785539 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Lower Moreland III, L.L.C.
|
PA |
20-4863743 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Macungie, L.L.C.
|
PA | 20-4863710 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Mahwah VI, Inc.
|
NJ | 22-3188612 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Malan Park, L.L.C.
|
CA | 26-4230566 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Manalapan III, L.L.C.
|
NJ | 31-1819073 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Mansfield I, L.L.C.
|
DE | 22-3556345 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Mansfield II, L.L.C.
|
DE | 22-3556346 |
110 West Front Street PO. Box 500 Red Bank, New Jersey
07701 732-747-7800 |
15
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Mansfield III, L.L.C.
|
NJ | 22-3683839 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Manteca, LLC
|
CA | 27-2509555 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Maple Avenue, L.L.C.
|
NJ | 20-4863855 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Marlboro Township IX, L.L.C.
|
NJ |
20-1005879 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Marlboro Township V, L.L.C.
|
NJ |
31-1819074 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Marlboro Township VIII, L.L.C.
|
NJ |
22-3802594 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Marlboro VI, L.L.C.
|
NJ | 22-3791976 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Marlboro VII, L.L.C.
|
NJ | 22-3791977 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Matsu, L.L.C.
|
CA | 20-4135542 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Melanie Meadows, LLC
|
CA |
26-4719216 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
16
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Mendham Township, L.L.C.
|
NJ |
20-2033800 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Menifee, LLC
|
CA | 52-2147832 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Middle Township II, L.L.C.
|
NJ |
20-3832384 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Middle Township, L.L.C.
|
NJ |
03-0473330 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Middletown II, L.L.C.
|
NJ | 04-3695371 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Millville II, L.L.C.
|
NJ | 20-2221380 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Millville I, L.L.C.
|
NJ | 20-1562308 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT MONROE II, INC.
|
NY |
22-2718071 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Monroe IV, L.L.C.
|
NJ | 20-2364423 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Monroe NJ, L.L.C.
|
NJ | 20-3512199 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
17
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Montvale II, LLC
|
NJ | 27-2610827 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Montvale, L.L.C.
|
NJ | 20-1584680 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Mosaic, LLC
|
CA | 55-0820915 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Mt. Olive Township, L.L.C.
|
NJ |
22-3813043 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Muirfield, LLC
|
CA | 26-4719287 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT NEW BRUNSWICK URBAN RENEWAL, L.L.C.
|
NJ |
20-4053097 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at New Windsor, L.L.C.
|
NY | 20-3158568 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at North Bergen. L.L.C.
|
NJ | 31-1818663 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT NORTH BRUNSWICK VI, L.L.C.
|
DE |
22-3627814 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at North Caldwell II, L.L.C.
|
NJ |
20-1185057 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
18
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|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at North Caldwell III, L.L.C.
|
NJ |
20-4863775 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at North Caldwell IV, L.L.C.
|
NJ |
27-2496043 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at North Caldwell, L.L.C.
|
NJ |
20-0412508 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at North Haledon, L.L.C.
|
NJ | 22-3770598 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at North Wildwood,
|
NJ | 59-3769684 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Northampton, L.L.C.
|
PA | 22-3785527 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT NORTHERN WESTCHESTER, INC.
|
NY |
22-2814372 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Northfield, L.L.C.
|
NJ | 22-3665826 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Northlake, Inc.
|
CA | 22-3336696 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Ocean Township, Inc.
|
NJ | 22-3094742 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
19
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. HOVNANIAN AT OCEAN WALK, INC.
|
CA |
22-3565732 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Oceanport, L.L.C.
|
NJ | 20-5811042 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Old Bridge, L.L.C.
|
NJ | 55-0787042 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Olde Orchard, LLC
|
CA | 51-0453906 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Pacific Bluffs, LLC
|
CA | 33-0890774 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Paramus, L.L.C.
|
NJ | 22-3687884 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Park Lane, LLC
|
CA | 33-0896285 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Parkside, LLC
|
CA | 30-0550698 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Parsippany, L.L.C.
|
NJ | 27-2496088 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Parsippany-Troy Hills, L.L.C.
|
NJ |
20-2769490 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
20
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Perkiomen II, Inc.
|
PA | 22-3301197 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Philadelphia II, L.L.C.
|
PA | 20-1706785 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Philadelphia III, L.L.C.
|
PA |
20-3216099 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Philadelphia IV, L.L.C.
|
PA |
20-3216000 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Piazza D’Oro, L.L.C.
|
CA | 11-3760903 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Piazza Serena, L.L.C.
|
CA | 26-4230582 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Pittsgrove, L.L.C.
|
NJ | 20-1562254 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL IV, L.L.C.
|
NJ |
20-2293457 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL V, L.L.C.
|
NJ |
20-2293478 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL VI, L.L.C.
|
NJ |
20-2909190 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
21
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL VII, L.L.C.
|
NJ |
20-2909213 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL VIII, L.L.C.
|
NJ |
20-2909227 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Positano, LLC
|
CA | 27-2509445 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Prado, L.L.C.
|
CA | 20-3158762 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Rancho 79, LLC
|
CA | 26-4722936 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Rancho Cristianitos, Inc.
|
CA |
22-3369102 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Rancho Santa Margarita, LLC
|
CA |
33-0890773 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Randolph I, L.L.C.
|
NJ | 01-0712196 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT RAPHO, L.L.C.
|
PA | 20-2293515 |
I10 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Readington II, L.L.C.
|
NJ | 31-1818662 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
22
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Red Bank, L.L.C.
|
NJ | 20-2489028 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Ridgemont, L.L.C.
|
NJ | 20-3375106 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Riverbend, LLC
|
CA | 33-0890777 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Rivercrest, LLC
|
CA | 26-4720260 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Roderuck, L.L.C.
|
MD | 22-3756336 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT ROSEMARY LANTANA, L.L.C.
|
CA |
20-1786974 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Rowland Heights, LLC
|
CA | 22-2147833 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Sage, L.L.C.
|
CA | 20-3230547 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at San Sevaine, Inc.
|
CA | 22-3493454 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Santa Fe Springs, LLC
|
CA | 27-2353517 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Santa Nella, LLC
|
CA | 26-4720339 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
23
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Saratoga, Inc.
|
CA | 22-3547806 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Sawmill, Inc.
|
PA | 22-3602924 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Sayreville, L.L.C.
|
NJ | 22-3815459 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Scotch Plains, L.L.C.
|
NJ | 22-1149329 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Sheldon Grove, LLC
|
CA | 27-2103298 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Shrewsbury, LLC
|
NJ | 27-2103420 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Sierra Estates, LLC
|
CA | 26-4720508 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Silver Spring, L.L.C.
|
PA | 20-3230502 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Skye Isle, LLC
|
CA | 31-1820095 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Smithville III, L.L.C.
|
NJ | 31-1818661 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Smithville, Inc.
|
NJ | 22-1732674 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
24
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Somers Point, L.L.C.
|
NJ | 16-1639761 |
110 West Front Street P.O. Box 500. Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at South Brunswick, L.L.C.
|
NJ |
01-0618098 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at South Brunswick II, LLC
|
NJ |
27-2496138 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Sparta, L.L.C.
|
NJ | 20-4326573 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT SPRINGCO, L.L.C.
|
NJ |
65-1161805 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Stanton, LLC
|
CA | 26-3367457 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Station Square, L.L.C.
|
NJ | 20-8354517 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Stone Canyon, Inc.
|
CA | 22-3512641 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Sunridge Park, LLC
|
CA | 27-2647986 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Sunsets, LLC
|
CA | 33-0890768 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
25
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Sycamore, Inc.
|
CA | 22-3493456 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Teaneck, L.L.C.
|
NJ | 20-1584240 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at the Cliffs, LLC
|
CA | 27-3958311 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at The Crosby, LLC
|
CA | 20-0936364 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at The Gables, LLC
|
CA | 33-0890769 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at The Monarch, L.L.C.
|
NJ | 20-3215837 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at The Preserve, LLC
|
CA | 20-1337079 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Thompson Ranch, L.L.C.
|
CA |
20-1599518 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Thornbury, Inc.
|
PA | 22-3462983 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Trail Ridge, LLC
|
CA | 33-0990615 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Trenton, L.L.C.
|
NJ | 20-3728778 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
26
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Trovata, Inc.
|
CA | 22-3369099 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Union Township I, Inc.
|
NJ |
22-3027952 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Upper Freehold Township II, L.L.C.
|
NJ |
22-3655975 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Upper Freehold Township III, L.L.C.
|
NJ |
22-3666680 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Upper Makefield I, Inc.
|
PA |
22-3302321 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Upper Uwchlan II, L.L.C.
|
PA |
31-1820731 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Upper Uwchlan, L.L.C.
|
PA |
59-3763798 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Vail Ranch, Inc.
|
CA | 22-3320537 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Valle Del Sol, LLC
|
CA | 26-4720751 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
27
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. HOVNANIAN AT VERONA URBAN RENEWAL, L.L.C.
|
NJ |
20-4359783 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Victorville, L.L.C.
|
CA | 26-4230607 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT VINELAND, L.L.C.
|
NJ |
34-1997435 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Vista Del Sol, L.L.C.
|
CA | 26-4233963 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Wanaque, L.L.C.
|
DE | 22-3626037 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Warminster, LLC
|
PA | 27-2691149 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Warren Township, L.L.C.
|
NJ |
20-2594932 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Washington, L.L.C.
|
NJ | 22-3743403 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Waterstone, LLC
|
CA | 27-2103509 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Wayne IX, L.L.C.
|
NJ | 22-3828775 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
28
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|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. HOVNANIAN AT WAYNE, VIII, L.L.C.
|
DE |
22-3618348 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at West Bradford, L.L.C.
|
PA | 20-2560211 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at West View Estates, L.L.C.
|
CA |
26-4273312 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at West Windsor, L.L.C.
|
DE | 22-3618242 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Westshore, LLC
|
CA | 26-4721970 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Wheeler Ranch, LLC
|
CA | 26-4722075 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Wildrose, Inc.
|
CA | 22-3312525 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Wildwood Bayside, L.L.C.
|
NJ |
20-4385082 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Willow Brook, L.L.C.
|
MD | 22-3709105 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN AT WINCHESTER, LLC
|
CA |
52-2147836 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
29
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian at Woodcreek West, LLC
|
CA | 26-4722802 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Woodhill Estates, L.L.C.
|
NJ |
01-0550781 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian at Woolwich 1, L.L.C.
|
NJ | 22-3828777 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Cambridge Homes, L.L.C.
|
FL |
20-2387077 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN CENTRAL ACQUISITIONS, L.L.C.
|
DE |
22-3556343 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Classics CIP, L.L.C.
|
NJ | 20-3684969 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Classics, L.L.C.
|
NJ | 20-3761401 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Communities, Inc.
|
CA | 95-4892007 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Companies Metro D.C. North, L.L.C.
|
MD |
22-3683159 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Companies Northeast, Inc.
|
NJ |
22-2445216 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
30
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|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian Companies of California, Inc.
|
CA |
22-3301757 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN COMPANIES OF MARYLAND, INC.
|
MD |
22-3331050 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN COMPANIES OF NEW YORK, INC.
|
NY |
22-2618171 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Companies of Pennsylvania, Inc.
|
PA |
22-2390174 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Companies of Southern California, Inc.
|
CA |
22-3493449 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Companies of Virginia, Inc.
|
VA |
22-3169584 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Companies, LLC
|
CA | 59-3762298 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Connecticut Acquisitions, L.L.C.
|
CT |
20-3921070 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Construction II, Inc.
|
NJ | 22-2246316 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
31
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|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian Construction III, Inc.
|
NJ | 22-1945444 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Construction Management, Inc.
|
NJ |
22-3406668 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian CraftBuilt Homes of South Carolina, L.L.C.
|
SC |
20-4467887 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Delaware Acquisitions, L.L.C.
|
DE |
20-4823251 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN DEVELOPMENTS OF ARIZONA, INC.
|
AZ |
31-1825442 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of California, Inc.
|
CA |
22-3303806 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of Connecticut, Inc.
|
CT |
20-3920999 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN DEVELOPMENTS OF D.C., INC.
|
DC |
20-2377106 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN DEVELOPMENTS OF DELAWARE, INC.
|
DE |
20-1528466 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
32
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|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian Developments of Georgia, Inc.
|
GA |
20-3286085 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of Illinois, Inc.
|
IL |
20-2421053 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of Indiana, Inc.
|
IN |
20-3278908 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of Kentucky, Inc.
|
KY |
20-5156963 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN DEVELOPMENTS OF MARYLAND, INC.
|
MD |
22-3331045 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of Michigan, Inc.
|
MI |
31-1826348 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of Minnesota, Inc.
|
MN |
20-1073868 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of New Jersey II, Inc.
|
CA |
59-3762294 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of New Jersey, Inc.
|
CA |
22-2664563 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
33
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. HOVNANIAN DEVELOPMENTS OF NEW YORK, INC.
|
NY |
22-2626492 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of North Carolina, Inc.
|
NC |
22-2765939 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of Ohio, Inc.
|
OH |
32-0069375 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of Pennsylvania, Inc.
|
PA |
22-1097670 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of South Carolina, Inc.
|
SC |
58-2659968 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of Texas, Inc.
|
TX |
22-3685786 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of Virginia, Inc.
|
VA |
22-3188615 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Developments of West Virginia, Inc.
|
WV |
31-1826831 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Eastern Pennsylvania, L.L.C.
|
PA |
04-3630089 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
34
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. HOVNANIAN FIRST HOMES, L.L.C.
|
FL |
20-3198237 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Florida Realty, L.L.C.
|
FL | 26-0509482 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Four Seasons @ Historic Virginia, LLC
|
VA |
22-3647925 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Four Seasons at Gold Hill, LLC
|
SC |
31-1820161 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN GREAT WESTERN BUILDING COMPANY, LLC
|
AZ |
31-1825443 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN GREAT WESTERN HOMES, LLC
|
AZ |
31-1825441 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Hamptons at Oak Creek II, L.L.C.
|
DE |
27-1370832 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Holdings NJ, L.L.C.
|
NJ | 02-0651173 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes — DFW, L.L.C.
|
TX | 20-5856823 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
35
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian Homes at Cameron Station, LLC
|
VA |
20-1169628 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes at Camp Springs, L.L.C.
|
MD |
20-0812020 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes at Fairwood, L.L.C.
|
MD |
47-0880125 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes at Forest Run, L.L.C.
|
MD |
20-0812109 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes at Greenway Farm Park Towns, L.L.C.
|
MD |
20-3921234 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes at Greenway Farm, L.L.C.
|
MD |
20-3921143 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes at Jones Station 1, L.L.C.
|
MD |
20-3882481 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes at Jones Station 2, L.L.C.
|
MD |
20-3882532 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes at Maxwell Place, L.L.C.
|
MD |
37-1493190 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
36
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. HOVNANIAN HOMES AT PAYNE STREET, L.L.C.
|
VA |
20-4215898 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes at Renaissance Plaza, L.L.C.
|
MD |
20-0364144 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes at Russett, L.L.C.
|
MD | 20-1526150 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes at the Highlands, LLC
|
MD |
27-2938723 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes Northern California, Inc.
|
CA |
20-4996073 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes of D.C., L.L.C.
|
DC | 20-2377153 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN HOMES OF DELAWARE, L.L.C.
|
DE |
20-1528482 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes of Georgia, L.L.C.
|
GA |
20-4467858 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes of Houston, L.L.C.
|
TX |
20-5856877 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
37
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian Homes of Indiana, L.L.C.
|
IN |
20-3278918 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes of Maryland, L.L.C.
|
MD |
01-0737098 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes of Minnesota, L.L.C.
|
MN |
20-2383651 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN HOMES OF NORTH CAROLINA, INC.
|
NC |
56-1458833 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN HOMES OF PENNSYLVANIA, L.L.C.
|
PA |
20-2376938 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes of South Carolina, LLC
|
SC |
58-2660293 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes of Virginia, Inc.
|
VA | 52-0898765 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Homes of West Virginia, L.L.C.
|
WV |
20-2828654 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Liberty on Bluff Creek, LLC
|
MN |
27-1226006 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
38
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Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian North Central Acquisitions, L.L.C.
|
DE |
22-3554986 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian North Jersey Acquisitions, L.L.C.
|
DE |
22-3556344 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Northeast Services, L.L.C.
|
NJ |
16-1639452 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian of Houston II, L.L.C.
|
TX | 20-5856770 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Ohio Realty, L.L.C.
|
OH | 32-0069376 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN OSTER HOMES, L.L.C.
|
OH |
20-3198273 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian PA Real Estate, Inc.
|
PA | 22-3188608 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Pennsylvania Acquisitions, L.L.C.
|
PA |
54-2064618 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Port Imperial Urban Renewal, Inc.
|
NJ |
22-3027956 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
39
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian Properties of Red Bank, Inc.
|
NJ |
22-3092532 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Shore Acquisitions, L.L.C.
|
DE |
22-3556342 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian South Jersey Acquisitions, L.L.C.
|
DE |
22-3556341 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Southern New Jersey, L.L.C.
|
NJ |
01-0648280 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN STANDING ENTITY, L.L.C.
|
FL |
20-2751668 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Summit Holdings, L.L.C.
|
VA | 31-1818027 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Summit Homes of Kentucky, L.L.C.
|
KY |
20-5166566 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Summit Homes of Michigan, L.L.C.
|
MI |
31-1826351 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Summit Homes of Pennsylvania, L.L.C.
|
PA |
20-0310776 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
40
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|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian Summit Homes of West Virginia, L.L.C.
|
WV |
31-1826832 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Summit Homes, L.L.C.
|
OH | 32-0069379 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian T&C Homes at Florida, L.L.C.
|
FL |
20-2387167 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian T&C Homes at Illinois, L.L.C.
|
IL |
20-2421114 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian T&C Investment, L.L.C.
|
NJ | 20-2364394 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian T&C Management Co., L.L.C.
|
CA |
20-2393546 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Timbres at Elm Creek, LLC
|
MN |
27-1226085 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian Venture I, L.L.C.
|
NJ | 02-0572173 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN WINDWARD HOMES, LLC
|
FL |
20-0301995 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
41
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|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian’s Four Seasons at Ashburn Village, L.L.C.
|
VA |
20-0385213 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Four Seasons at Bailey’s Glenn,
L.L.C.
|
NC |
26-1180295 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN’S FOUR SEASONS AT BAKERSFIELD, L.L.C.
|
CA |
20-1454116 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Four Seasons at Beaumont, LLC
|
CA |
31-1823029 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN’S FOUR SEASONS AT CHARLOTTESVILLE, L.L.C.
|
VA |
20-3375037 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Four Seasons at Dulles Discovery
Condominium, L.L.C.
|
VA |
20-1442155 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Four Seasons at Dulles Discovery,
L.L.C.
|
VA |
20-1169675 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Four Seasons at Hemet, LLC
|
CA |
47-0884181 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Four Seasons at Kent Island Condominiums,
L.L.C.
|
MD |
20-1727101 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
42
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|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian’s Four Seasons at Kent Island, L.L.C.
|
MD |
22-3668315 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Four Seasons at Los Banos, LLC
|
CA |
26-4722883 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Four Seasons at Moreno Valley, L.L.C.
|
CA |
26-4273623 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Four Seasons at New Kent Vineyards,
L.L.C.
|
VA |
20-3375087 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Four Seasons at Palm Springs, LLC
|
CA |
57-1145579 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. HOVNANIAN’S FOUR SEASONS AT RENAISSANCE, L.L.C.
|
NC |
20-8190357 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Four Seasons at Rush Creek II, LLC
|
MN |
27-1228535 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Four Seasons at Rush Creek, L.L.C.
|
MN |
20-3923972 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Four Seasons at St. Margarets Landing,
L.L.C.
|
MD |
22-3688864 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
43
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|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
K. Hovnanian’s Four Seasons at Vint Hill, L.L.C
|
VA |
31-1828049 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Four Seasons, LLC
|
CA | 52-2147837 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Parkside at Towngate, L.L.C.
|
CA |
20-3158839 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
K. Hovnanian’s Private Home Portfolio, L.L.C.
|
NJ |
22-3766856 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
KHIP, L.L.C.
|
NJ | 01-0752776 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
LANDARAMA, INC.
|
NJ | 22-1978612 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
M&M at Chesterfield, LLC
|
NJ | 56-2290506 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
M&M AT Crescent Court, L.L.C.
|
NJ | 20-5085522 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
M&M at West Orange, L.L.C.
|
NJ | 55-0820919 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
M&M at Wheatan Urban Renewal, L.L.C.
|
NJ |
20-1516521 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
44
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
Matzel & Mumford at Egg Harbor, L.L.C
|
NJ |
20-1706817 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Matzel & Mumford at South Bound Brook Urban Renewal,
L.L.C.
|
NJ |
20-0489677 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
MCNJ, Inc.
|
NJ | 22-2722906 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Midwest Building Products & Contractor Services of
Kentucky, L.L.C.
|
KY |
20-5166559 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Midwest Building Products & Contractor Services of
Michigan, L.L.C.
|
MI |
20-5065088 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Midwest Building Products & Contractor Services of
Pennsylvania, L.L.C.
|
PA |
20-5071295 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Midwest Building Products & Contractor Services of
West Virginia, L.L.C.
|
WV |
20-5065126 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES,
L.L.C.
|
OH |
20-2882866 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
MMIP, L.L.C.
|
NJ | 02-0651174 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
45
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|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
Natomas Central Neighborhood Housing, L.L.C.
|
CA |
20-3882414 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
New Land Title Agency, L.L.C.
|
AZ | 26-0598590 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
PADDOCKS, L.L.C.
|
MD | 20-0027663 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
PARK TITLE COMPANY, LLC
|
TX | 20-1293533 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Pine Ayr, LLC
|
MD | 20-2229495 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Ridgemore Utility, L.L.C.
|
MD | 31-1820672 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
SEABROOK ACCUMULATION CORPORATION
|
CA |
33-0989615 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
STONEBROOK HOMES, INC.
|
CA | 33-0553884 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Terrapin Realty, L.L.C.
|
NJ | 20-4415708 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
The Highlands Condominiums at Metrosquare, L.L.C.
|
MD |
27-2982211 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
46
Table of Contents
|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
The Matzel & Mumford Organization, Inc.
|
NJ |
22-3670677 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
The Residences at Dulles Parkway Corporate Center, LLC
|
VA |
27-3238032 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
The Residences at Greenfield Crossing, L.L.C.
|
VA |
27-3522123 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Washington Homes at Columbia Town Center, L.L.C.
|
MD |
22-3757772 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Washington Homes, Inc.
|
DE | 22-3774737 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Westminster Homes of Alabama, L.L.C.
|
MD | 63-1222540 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Westminster Homes of Mississippi, LLC
|
MS | 64-0907820 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Westminster Homes of Tennessee, Inc.
|
TN | 52-1973363 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
WESTMINSTER HOMES, INC.
|
NC | 52-1874680 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
WH LAND I, INC.
|
MD | 52-2073468 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
47
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|
Address Including Zip |
||||||
|
State or Other |
Code, and Telephone Number |
|||||
|
Jurisdiction of |
IRS Employer |
Including Area Code, |
||||
|
Exact Name of Registrant as |
Incorporation or |
Identification |
of Registrant’s Principal |
|||
|
Specified in its Charter
|
Organization | Number | Executive Offices | |||
|
WH PROPERTIES, INC.
|
MD | 52-1662973 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
WH/PR Land Company, L.L.C.
|
DE | 52-0818872 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
|||
|
Woodland Lake Condominiums at Bowie New Town, L.L.C.
|
MD |
06-1643401 |
110 West Front Street P.O. Box 500 Red Bank, New Jersey 07701 732-747-7800 |
48
Table of Contents
|
The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any state or jurisdiction where the offer or sale
is not permitted. |
Subject to completion, dated
April 7, 2011
PROSPECTUS
$200,000,000
Hovnanian Enterprises,
Inc.
Preferred Stock
Class A Common
Stock
Depositary Shares
Warrants to Purchase Preferred
Stock
Warrants to Purchase
Class A Common Stock
Warrants to Purchase Depositary
Shares
Debt Securities
Warrants to Purchase Debt
Securities
Stock Purchase
Contracts
Stock Purchase Units
Units
K. Hovnanian Enterprises,
Inc.
Debt Securities
Warrants to Purchase Debt
Securities
Units
We, Hovnanian Enterprises, Inc., may offer and sell from time to
time, in one or more series:
| • | Preferred Stock, | |
| • | Class A Common Stock (along with Preferred Stock Purchase Rights), | |
| • | Depositary Shares, |
| • | debt securities consisting of notes, debentures or other evidences of indebtedness, which may be senior debt securities, senior subordinated debt securities or subordinated debt securities, and which may be convertible into, or exchangeable or exercisable for, any of the other securities referred to herein, |
| • | warrants to purchase our Preferred Stock, our Class A Common Stock, our Depositary Shares or our debt securities, | |
| • | Stock Purchase Contracts, | |
| • | Stock Purchase Units, and | |
| • | Units, comprised of two or more of any of the securities referred to herein, in any combination; |
together or separately, in amounts, at prices and on terms that
will be determined at the time of the offering.
Our wholly-owned subsidiary, K. Hovnanian Enterprises,
Inc., may offer and sell from time to time, in one or more
series:
| • | debt securities, consisting of notes, debentures or other evidences of indebtedness, which may be senior debt securities, senior subordinated debt securities or subordinated debt securities, which in each case will be fully and unconditionally guaranteed by Hovnanian Enterprises, Inc., and which may be convertible into, or exchangeable or exercisable for, any of the other securities referred to herein, |
| • | warrants to purchase K. Hovnanian Enterprises, Inc. debt securities, which will be fully and unconditionally guaranteed by Hovnanian Enterprises, Inc., and |
| • | Units, comprised of two or more of any of the securities referred to herein, in any combination; |
together or separately, in amounts, at prices and on terms that
will be determined at the time of the offering.
Hovnanian Enterprises, Inc. debt securities or warrants or the
debt securities or warrants issued by K. Hovnanian
Enterprises, Inc. may be guaranteed by substantially all of our
wholly-owned subsidiaries and may be issued either separately,
or together with, upon conversion of, or in exchange for, other
securities.
We may offer and sell the securities directly to you, through
agents, underwriters or dealers. The prospectus supplement for
each offering will describe in detail the plan of distribution
for that offering and will set forth the names of any agents,
dealers or underwriters involved in the offering and any
applicable fees, commissions or discount arrangements. The net
proceeds we expect to receive from sales will be set forth in
the prospectus supplement.
This prospectus describes some of the general terms that may
apply to these securities. The specific terms of the securities
to be offered, and any other information relating to a specific
offering, will be set forth in a post-effective amendment to the
registration statement of which this prospectus is a part or in
a supplement to this prospectus.
Investing in our securities
involves risks. See “Risk Factors” beginning on
page 4 of this prospectus and in the documents that we
incorporate by reference.
Our common stock is traded on the New York Stock Exchange under
the symbol “HOV.”
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of the prospectus
is ,
2011.
TABLE OF
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Table of Contents
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement we filed
with the Securities and Exchange Commission, or the
“Commission”, using the “shelf” registration
process. Under the shelf registration process, using this
prospectus, together with a prospectus supplement, we may sell
from time to time any combination of the securities described in
this prospectus in one or more offerings. This prospectus
provides you with a general description of the securities that
may be offered. Each time we sell securities pursuant to this
prospectus, we will provide a prospectus supplement that will
contain specific information about the terms of the securities
being offered. A prospectus supplement may include a discussion
of any risk factors or other special considerations applicable
to those securities or to us. The prospectus supplement may also
add to, update or change information contained in this
prospectus and, accordingly, to the extent inconsistent, the
information in this prospectus will be superseded by the
information in the prospectus supplement. You should read this
prospectus, any applicable prospectus supplement and the
additional information incorporated by reference in this
prospectus described below under “Available
Information” and “Incorporation of Certain Documents
by Reference” before making an investment in our securities.
This prospectus contains summaries of certain provisions
contained in some of the documents described herein, but
reference is made to the actual documents for complete
information. All of the summaries are qualified in their
entirety by the actual documents. Copies of the documents
referred to herein have been filed, or will be filed or
incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain
copies of those documents as described below under
“Available Information.”
Neither the delivery of this prospectus nor any sale made
under it implies that there has been no change in our affairs or
that the information in this prospectus is correct as of any
date after the date of this prospectus. You should not assume
that the information in this prospectus, including any
information incorporated in this prospectus by reference, the
accompanying prospectus supplement or any free writing
prospectus prepared by us, is accurate as of any date other than
the date on the front of those documents. Our business,
financial condition, results of operations and prospects may
have changed since that date.
We have not authorized anyone to provide any information other
than that contained or incorporated by reference in this
prospectus, a prospectus supplement or in any free writing
prospectus prepared by or on behalf of us or to which we have
referred you. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that
others may give you. We are not making an offer to sell
securities in any jurisdiction where the offer or sale of such
securities is not permitted.
Unless otherwise stated or context otherwise requires, all
references in this prospectus to:
| • | “K. Hovnanian” are to K. Hovnanian Enterprises, Inc., a California corporation; and |
| • | “Hovnanian,” “us,” “we,” “our” or “Company” are to Hovnanian Enterprises, Inc., a Delaware corporation, together with its consolidated subsidiaries, including K. Hovnanian. |
FORWARD-LOOKING
STATEMENTS
All statements in this prospectus and the documents incorporated
by reference that are not historical facts should be considered
as “Forward Looking Statements” within the meaning of
the “Safe Harbor” provisions 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, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Although we believe that our plans, intentions and
expectations reflected in, or suggested by, such forward-looking
statements are reasonable, we can give no assurance that such
plans, intentions, or expectations will be achieved. Such risks,
uncertainties and other factors include, but are not limited to:
| • | Changes in general and local economic and industry and business conditions and impacts of the sustained homebuilding downturn; |
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| • | Adverse weather and other environmental conditions and natural disasters; | |
| • | Changes in market conditions and seasonality of the Company’s business; | |
| • | Changes in home prices and sales activity in the markets where the Company builds homes; |
| • | Government regulation, including regulations concerning development of land, the home building, sales and customer financing processes, tax laws and the environment; |
| • | Fluctuations in interest rates and the availability of mortgage financing; | |
| • | Shortages in, and price fluctuations of, raw materials and labor; | |
| • | The availability and cost of suitable land and improved lots; | |
| • | Levels of competition; | |
| • | Availability of financing to the Company; | |
| • | Utility shortages and outages or rate fluctuations; | |
| • | Levels of indebtedness and restrictions on the Company’s operations and activities imposed by the agreements governing the Company’s outstanding indebtedness; | |
| • | The Company’s sources of liquidity; | |
| • | Changes in credit ratings; | |
| • | Availability of net operating loss carryforwards; | |
| • | Operations through joint ventures with third parties; | |
| • | Product liability litigation and warranty claims; | |
| • | Successful identification and integration of acquisitions; | |
| • | Significant influence of the Company’s controlling stockholders; and | |
| • | Geopolitical risks, terrorist acts and other acts of war. |
Certain risks, uncertainties, and other factors are incorporated
herein by reference to Amendment No. 1 to our most recent
Annual Report on
Form 10-K/A
and our subsequent Quarterly Reports on
Form 10-Q,
along with the other information contained in this prospectus,
as updated by our subsequent filings under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
Except as otherwise required by applicable securities laws, we
undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events, changed circumstances, or any other
reason, after the date of this prospectus.
AVAILABLE
INFORMATION
We are subject to the informational requirements of the Exchange
Act, and file reports, proxy statements and other information
with the Commission. We have also filed a registration statement
on
Form S-3
with the Commission. This prospectus, which forms part of the
registration statement, does not have all of the information
contained in the registration statement. You may read, free of
charge, and copy, at the prescribed rates, any reports, proxy
statements and other information, including the registration
statement, at the Commission’s Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. The
public may obtain information concerning the operation of the
Public Reference Room by calling the Commission at
1-800-SEC-0330.
The Commission also maintains a website that contains reports,
proxy statements and other information, including the
registration statement. 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 also can be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
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Table of Contents
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of a registration statement filed with
the Commission. The Commission allows us to “incorporate by
reference” selected documents we file with it, which means
that we can disclose important information to you by referring
you to those documents. The information in the documents
incorporated by reference is considered to be part of this
prospectus, and information in documents that we file later with
the Commission will automatically update and supersede this
information.
We incorporate by reference the documents listed below filed
under Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act. Information furnished under Item 2.02 or
Item 7.01 of our Current Reports on
Form 8-K
is not incorporated by reference in this prospectus.
Hovnanian has filed the following documents with the Commission
and these documents are incorporated herein by reference:
| • | Amendment No. 1 to Annual Report on Form 10-K/A for the fiscal year ended October 31, 2010, Registration File No. 1-8551; |
| • | The portions of Hovnanian’s definitive proxy statement on Schedule 14A that were deemed “filed” with the Commission under the Exchange Act on January 31, 2011; |
| • | Quarterly Report on Form 10-Q for the quarter ended January 31, 2010, Registration File No. 1-8551; |
| • | Current Reports on Form 8-K filed on February 9, 2011, February 15, 2011, February 28, 2011 and March 17, 2011, Registration File Nos. 1-8551; |
| • | The description of the Company’s Class A Common Stock contained in the Registration Statement on Form 8-A filed on March 13, 2001, including any amendment or reports filed for the purpose of updating such description, Registration File No. 1-8551; and | |
| • | The description of the Company’s Preferred Stock Purchase Rights contained in the Registration Statement on Form 8-A filed on August 14, 2008, Registration File No. 1-8551. |
All documents filed by Hovnanian pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this registration statement and prior to the effectiveness of
this registration statement, and all such documents filed by
Hovnanian subsequent to the date of this prospectus and prior to
the termination of the offerings made by this prospectus are to
be incorporated herein by reference. Any statement contained in
a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded
for purposes of this registration statement and this prospectus
to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or 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 this prospectus.
Hovnanian makes available through its website its annual report
on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
and amendments to these reports filed or furnished pursuant to
Section 13(d) or 15(d) of the Exchange Act as soon as
reasonably practicable after they are filed with, or furnished
to, the Commission. In addition, 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 such person, a copy of any or all of the information
incorporated by reference in this prospectus, other than
exhibits to such information (unless such exhibits are
specifically incorporated by reference into the information that
this prospectus incorporates). Requests for such copies should
be directed to Brad O’Connor, Vice President and Corporate
Controller, Hovnanian Enterprises, Inc., 110 West Front
Street, P.O. Box 500, Red Bank, New Jersey 07701
(telephone:
(732) 747-7800).
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Table of Contents
THE
COMPANY
Overview
We design, construct, market, and sell single-family detached
homes, attached townhomes and condominiums, mid-rise
condominiums, urban infill and active adult homes in planned
residential developments and are one of the nation’s
largest builders of residential homes. Founded in 1959 by Kevork
Hovnanian, the Company was incorporated in New Jersey in 1967
and reincorporated in Delaware in 1983. Since the incorporation
of our predecessor company and including unconsolidated joint
ventures, we have delivered in excess of 291,000 homes,
including 5,009 homes in fiscal 2010. The Company consists of
two distinct operations: homebuilding and financial services.
Our homebuilding operations consist of six segments: Northeast,
Mid-Atlantic, Midwest, Southeast, Southwest and West. Our
financial services operations provide mortgage loans and title
services to the customers of our homebuilding operations.
We are currently, excluding unconsolidated joint ventures,
offering homes for sale in 192 communities in 40 markets in
18 states throughout the United States. We market and build
homes for first-time buyers, first-time and second-time
move-up
buyers, luxury buyers, active adult buyers, and empty nesters.
We offer a variety of home styles at base prices ranging from
$34,000 (low income housing) to $1,660,000 with an average sales
price, including options, of $281,000 nationwide in fiscal 2010.
Corporate
Information
Our principal executive offices are located at 110 West
Front Street, P.O. Box 500, Red Bank, New Jersey
07701, our telephone number is (732)747-7800, and our Internet
website address is www.khov.com. Information on or accessible
through our website is not a part of this prospectus.
RISK
FACTORS
An investment in our securities involves a high degree of risk.
Certain risks relating to us and our business are described
under the headings “Business” and “Risk
Factors” in Amendment No. 1 to our Annual Report on
Form 10-K/A
for the year ended October 31, 2010, filed with the
Commission on January 25, 2011, and under the heading
“Risk Factors” in our Quarterly Report on
Form 10-Q
for the quarter ended January 31, 2011, filed with the
Commission on March 4, 2011, which are incorporated by
reference into this prospectus and which you should carefully
review and consider, along with the other information contained
in this prospectus or incorporated by reference herein, as
updated by our subsequent filings under the Exchange Act, before
making an investment in any of our securities. Additional risks,
as well as updates or changes to the risks described in the
documents incorporated by reference herein, may be included in
any applicable prospectus supplement. Our business, financial
condition or results of operations could be materially adversely
affected by any of these risks. The market or trading price of
our securities could decline due to any of these risks, and you
may lose all or part of your investment. In addition, please
read the section of this prospectus captioned
“Forward-Looking Statements”, in which we describe
additional uncertainties associated with our business and the
forward-looking statements included or incorporated by reference
in this prospectus. Please note that additional risks not
presently known to us or that we currently deem immaterial may
also impair our business and operations.
Investment in any securities offered pursuant to this prospectus
involves risks and uncertainties. If one or more of the events
discussed in the risk factors were to occur, our business,
financial condition, results of operations or liquidity, as well
as the value of an investment in our securities, could be
materially adversely affected.
RATIOS OF
EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
For purposes of computing the ratio of earnings to fixed charges
and the ratio of earnings to combined fixed charges and
preferred stock dividends, earnings consist of earnings from
continuing operations before income taxes and income or loss
from equity investees, plus fixed charges and distributed income
of equity investees, less interest capitalized. Fixed charges
consist of all interest incurred, plus that portion of operating
lease rental expense (33%)
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deemed to be representative of interest, plus the amortization
of debt issuance costs and bond discounts. Combined fixed
charges and preferred stock dividends consist of fixed charges
and preferred stock dividends declared. Due to covenant
restrictions, we have been prohibited from paying dividends
beginning with the first quarter of fiscal year 2008. The
following table sets forth the ratios of earnings to fixed
charges and the ratios of earnings to combined fixed charges and
preferred stock dividends for each of the periods indicated:
| Three Months Ended | Year Ended October 31, | |||||||||||||||||||||||
| January 31, 2011 | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||||||
|
Ratio of earnings to fixed charges
|
(a | ) | (a | ) | (a | ) | (a | ) | (a | ) | 1.8 | |||||||||||||
|
Ratio of earnings to combined fixed charges and preferred stock
dividends
|
(b | ) | (b | ) | (b | ) | (b | ) | (b | ) | 1.7 | |||||||||||||
| (a) | Earnings for the three months ended January 31, 2011 and the years ended October 31, 2010, 2009, 2008 and 2007 were insufficient to cover fixed charges for such period by $63.1 million, $273.8 million, $628.3 million, $1,153.5 million and $684.6 million, respectively. |
| (b) | Earnings for the three months ended January 31, 2011 and the years ended October 31, 2010, 2009, 2008 and 2007 were insufficient to cover fixed charges and preferred stock dividends for such period by $63.1 million, $273.8 million, $628.3 million, $1,153.5 million and $695.6 million, respectively. Due to restrictions in our indentures on our senior secured, senior, and senior subordinated notes, we are currently prohibited from paying dividends on our preferred stock and did not make any dividend payments in the first quarter of fiscal 2011 or in fiscal 2010, 2009 and 2008. In fiscal 2007 and 2006, we paid $10.7 million of dividends on our preferred stock. |
USE OF
PROCEEDS
Unless otherwise provided in the applicable prospectus
supplement, the net proceeds from the sale of the securities
offered by this prospectus and each prospectus supplement, the
“offered securities”, will be used for general
corporate purposes, which may include working capital needs, the
refinancing or repayment of existing indebtedness, capital
expenditures, expansion of the business and acquisitions. If any
of the net proceeds from the offered securities will be used for
acquisitions, we will identify the acquisition in the applicable
prospectus supplement. The net proceeds may be invested
temporarily in short-term securities or to repay short-term debt
until they are used for their stated purpose.
DESCRIPTION
OF DEBT SECURITIES
The following description of the terms of the debt securities
sets forth certain general terms that may apply to the debt
securities that may be offered from time to time pursuant to
this prospectus. The particular terms of any debt securities
will be described in the prospectus supplement relating to those
debt securities. Accordingly, for a description of the terms of
a particular issue of debt securities, reference must be made to
both the prospectus supplement relating thereto and the
following description. The specific terms of debt securities as
described in the applicable prospectus supplement will
supplement and, if applicable, may modify or replace the general
terms described in this prospectus.
In this section, references to “Hovnanian” mean
Hovnanian Enterprises, Inc. and do not include K. Hovnanian
or any of its subsidiaries and references to
“K. Hovnanian” mean K. Hovnanian
Enterprises, Inc. and do not include any of its subsidiaries.
The debt securities issued by K. Hovnanian, which we refer
to as the “K. Hovnanian Debt Securities” may be
issued either separately, or together with, upon conversion of
or in exchange for, other securities. The K. Hovnanian Debt
Securities will either be secured or unsecured senior
obligations, which we refer to as the “K Hovnanian
Senior Debt Securities”, unsecured senior subordinated
obligations, which we refer to as the “K. Hovnanian
Senior Subordinated Debt Securities” or unsecured
subordinated obligations, which we refer to as the
“K. Hovnanian
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Subordinated Debt Securities”, of K. Hovnanian. The
K. Hovnanian Debt Securities will be guaranteed by
Hovnanian, may be guaranteed by other subsidiaries of Hovnanian
and will be issued:
| • | in the case of K. Hovnanian Senior Debt Securities, under one or more Senior Indentures, each a “K. Hovnanian Senior Debt Indenture”, among K. Hovnanian, Hovnanian and any subsidiaries of Hovnanian, as guarantors, and the trustee specified in the applicable prospectus supplement; |
| • | in the case of K. Hovnanian Senior Subordinated Debt Securities, under a Senior Subordinated Indenture, the “K. Hovnanian Senior Subordinated Debt Indenture”, among K. Hovnanian, Hovnanian and any subsidiaries of Hovnanian, as guarantors, and the trustee specified in the applicable prospectus supplement; and |
| • | in the case of K. Hovnanian Subordinated Debt Securities, under a Subordinated Indenture, the “K. Hovnanian Subordinated Debt Indenture”, among K. Hovnanian, Hovnanian and any subsidiaries of Hovnanian, as guarantors, and the trustee specified in the applicable prospectus supplement. |
Each K. Hovnanian Senior Debt Indenture, the
K. Hovnanian Senior Subordinated Debt Indenture and the
K. Hovnanian Subordinated Debt Indenture are sometimes
referred to in this description individually as a
“K. Hovnanian Indenture” and collectively as the
“K. Hovnanian Indentures”.
The debt securities issued by Hovnanian, which we refer to as
the “Hovnanian Debt Securities” may be issued either
separately, or together with, upon conversion of or in exchange
for, other securities. The Hovnanian Debt Securities will either
be unsecured senior obligations, which we refer to as the
“Hovnanian Senior Debt Securities” and together with
the “K. Hovnanian Senior Debt Securities, the
“Senior Debt Securities”, unsecured senior
subordinated obligations, which we refer to as the
“Hovnanian Senior Subordinated Debt Securities” and
together with the “K. Hovnanian Senior Subordinated
Debt Securities, the “Senior Subordinated Debt
Securities”, or unsecured subordinated obligations, which
we refer to as the “Hovnanian Subordinated Debt
Securities” and together with the “K. Hovnanian
Subordinated Debt Securities, the “Subordinated Debt
Securities”, of Hovnanian. The Hovnanian Debt Securities
may be guaranteed by subsidiaries of Hovnanian and will be
issued:
| • | in the case of Hovnanian Senior Debt Securities, under a Senior Indenture, the “Hovnanian Senior Debt Indenture”, among Hovnanian, any subsidiaries of Hovnanian, as guarantors, and the trustee specified in the applicable prospectus supplement; | |
| • | in the case of Hovnanian Senior Subordinated Debt Securities, under a Senior Subordinated Indenture, the “Hovnanian Senior Subordinated Debt Indenture”, among Hovnanian, any subsidiaries of Hovnanian, as guarantors, and the trustee specified in the applicable prospectus supplement; and | |
| • | in the case of Hovnanian Subordinated Debt Securities, under a Subordinated Indenture, the “Hovnanian Subordinated Debt Indenture”, among Hovnanian, any subsidiaries of Hovnanian, as guarantors, and the trustee specified in the applicable prospectus supplement. |
The Hovnanian Senior Debt Indenture, the Hovnanian Senior
Subordinated Debt Indenture and the Hovnanian Subordinated Debt
Indenture are sometimes referred to in this description
individually as a “Hovnanian Indenture” and
collectively as the “Hovnanian Indentures”.
Each K. Hovnanian Senior Indenture and the Hovnanian Senior
Indenture are sometimes referred to in this description
individually as a “Senior Debt Indenture” and
collectively as the “Senior Debt Indentures”. The
K. Hovnanian Senior Subordinated Debt Indenture and the
Hovnanian Senior Subordinated Debt Indenture are sometimes
referred to in this description individually as a “Senior
Subordinated Debt Indenture” and collectively as the
“Senior Subordinated Debt Indentures”. The
K. Hovnanian Subordinated Debt Indenture and the Hovnanian
Subordinated Debt Indenture are sometimes referred to
individually as a “Subordinated Debt Indenture” and
collectively as the “Subordinated Debt Indentures”.
The K. Hovnanian Indentures and the Hovnanian Indentures
are sometimes referred to in this description individually as an
“Indenture” and collectively as the
“Indentures”.
This summary of the terms and provisions of the debt securities
and the Indentures is not complete, and we refer you to the
copies of the Indentures, which are filed as exhibits to the
registration statement of which this
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prospectus forms a part. Whenever we refer to particular defined
terms of the Indentures in this section or in a prospectus
supplement, we are incorporating these definitions into this
prospectus or the prospectus supplement.
None of the Indentures limits the amount of debt securities that
may be issued thereunder, and the unsecured Indentures provide
that the debt securities may be issued from time to time in one
or more series. The unsecured Indentures permit the appointment
of a different trustee for each series of debt securities.
Wherever particular sections or defined terms of the applicable
Indenture are referred to, those sections or defined terms are
incorporated herein by reference as part of the statement made,
and the statement is qualified in its entirety by the reference.
For purposes of the summaries set forth below,
“issuer” shall refer to K. Hovnanian in the case
of the K. Hovnanian Debt Securities and the
K. Hovnanian Indentures and to Hovnanian in the case of the
Hovnanian Debt Securities and the Hovnanian Indentures.
“Obligors” refers to Hovnanian and any subsidiaries of
Hovnanian, as guarantors, the “guarantors”, in the
case of the Hovnanian Debt Securities and the Hovnanian
Indentures, and to K. Hovnanian and Hovnanian and any
subsidiaries of Hovnanian, as guarantors, the
“guarantors”, in the case of the K. Hovnanian
Debt Securities and the K. Hovnanian Indentures.
Provisions
Applicable to Senior, Senior Subordinated and Subordinated Debt
Securities
General. The Hovnanian Debt Securities will be
unsecured senior, senior subordinated or subordinated
obligations of Hovnanian and the K. Hovnanian Debt
Securities will be secured or unsecured senior, unsecured senior
subordinated or unsecured subordinated obligations of
K. Hovnanian, except that, under specified circumstances,
K. Hovnanian may be released from these obligations. See
“Conditions for Release of K. Hovnanian”. Unless
otherwise specified in any prospectus supplement, the Senior
Debt Securities will rank equally in right of payment with all
of the other senior obligations of Hovnanian or
K. Hovnanian, as applicable, and the Senior Subordinated
Debt Securities and the Subordinated Debt Securities will have
such terms with respect to rank and priority as described under
“Provisions Applicable Solely to Senior Subordinated Debt
Securities and Subordinated Debt Securities —
Subordination”. Except to the extent described in any
prospectus supplement, the Indentures do not, and the debt
securities will not, contain any covenants or other provisions
that are intended to afford holders of the debt securities
special protection in the event of either a change of control of
Hovnanian (except with respect to secured senior obligations of
K. Hovnanian) or a highly leveraged transaction by
Hovnanian.
We refer you to the applicable prospectus supplement for the
following terms of, and information relating to, the debt
securities being offered, the “Offered Debt
Securities”, to the extent these terms are applicable to
Offered Debt Securities:
| • | the title of the Offered Debt Securities; |
| • | the lien priority and collateral securing secured senior obligations of K. Hovnanian; |
| • | classification as K. Hovnanian Senior Debt Securities, K. Hovnanian Senior Subordinated Debt Securities, K. Hovnanian Subordinated Debt Securities, Hovnanian Senior Debt Securities, Hovnanian Senior Subordinated Debt Securities or Hovnanian Subordinated Debt Securities, aggregate principal amount, purchase price and denomination, and whether the Offered Debt Securities will be guaranteed by Hovnanian and/or by the subsidiary guarantors of Hovnanian as described under “— Description of Guarantees” below; |
| • | the date or dates on which the principal of the Offered Debt Securities is payable; | |
| • | the method by which amounts payable in respect of principal, premium, if any, or interest, if any, on or upon the redemption of the Offered Debt Securities may be calculated; | |
| • | the interest rate or rates, or the method by which it will be determined, and the date or dates from which the interest, if any, will accrue; | |
| • | the date or dates on which the interest, if any, will be payable; | |
| • | the place or places where and the manner in which the principal of, premium, if any, and interest, if any, on the Offered Debt Securities will be payable and the place or places where the Offered Debt Securities may be presented for transfer; |
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| • | the right, if any, or obligation, if any, of Hovnanian or K. Hovnanian to redeem, repay or purchase the Offered Debt Securities pursuant to any sinking fund, amortization payments or analogous provisions, at the option of Hovnanian or K. Hovnanian or at the option of a holder thereof, and the period or periods within which, the price or prices or the method by which such price or prices will be determined, or both at which, the form or method of payment therefor if other than in cash and the terms and conditions upon which the Offered Debt Securities will be redeemed, repaid or purchased pursuant to the obligation; |
| • | the terms for conversion or exchange, if any, of the Offered Debt Securities; | |
| • | any provision relating to the issuance of the Offered Debt Securities at an original issue discount; | |
| • | if the amounts of payments of principal of, premium, if any, and interest, if any, on the Offered Debt Securities are to be determined with reference to an index, the manner in which those amounts will be determined; | |
| • | any applicable United States federal income tax consequences; | |
| • | the currency or currencies for which the Offered Debt Securities may be purchased and the currency or currencies in which principal, premium, if any, and interest, if any, may be payable; | |
| • | the trustee with respect to the series of Offered Debt Securities; and | |
| • | any other specific terms of the Offered Debt Securities, including any deleted, modified or additional Events of Default or remedies or additional covenants provided with respect to the Offered Debt Securities, and any terms that may be required by or advisable under applicable laws or regulations. |
Unless otherwise specified in any prospectus supplement, the
debt securities will be issuable in registered form and in
denominations of $2,000 and integral multiples of $1,000 in
excess thereof. No service charge will be made for any transfer
or exchange of any debt securities but the issuer or trustee may
require payment of a sum sufficient to cover any tax or other
governmental charge, payable in connection therewith.
Debt securities may bear interest at a fixed rate or a floating
rate. Debt securities bearing no interest or interest at a rate
that at the time of issuance is below the prevailing market rate
may be issued at an initial offering price below their stated
principal amount. Special United States federal income tax
considerations applicable to discounted debt securities or to
other debt securities that are treated as having been issued at
a discount for United States federal income tax purposes will be
described in the applicable prospectus supplement.
Unless otherwise specified in any prospectus supplement, in
determining whether the holders of the requisite aggregate
principal amount of outstanding debt securities of any series
have given any request, demand, authorization, direction,
notice, consent or waiver under the Indentures, the principal
amount of any series of debt securities originally issued at a
discount from their stated principal amount that will be deemed
to be outstanding for such purposes will be the amount of the
principal thereof that would be due and payable as of the date
of the determination upon a declaration of acceleration of the
maturity thereof.
Description of Guarantees. Hovnanian will
fully and unconditionally guarantee, pursuant to the
K. Hovnanian Indentures, the due and prompt payment of the
principal of and premium, if any, and interest on the
K. Hovnanian Debt Securities and all other obligations of
K. Hovnanian to the holders of the K. Hovnanian Debt
Securities and the trustee under the K. Hovnanian
Indentures when and as the same shall become due and payable,
whether at the stated maturity, by declaration of acceleration,
call for redemption or otherwise. Any series of debt securities
of Hovnanian may be guaranteed by, and any series of debt
securities of K. Hovnanian may be further guaranteed by,
certain subsidiaries of Hovnanian, the “subsidiary
guarantees”, as provided in the applicable prospectus
supplement relating to such series. If debt securities are
guaranteed by subsidiary guarantors, that subsidiary guarantee
will be set forth in the applicable indenture or in a
supplemental indenture.
Payments with respect to the guarantee by Hovnanian of the
K. Hovnanian Senior Subordinated Debt Securities and
K. Hovnanian Subordinated Debt Securities will be
subordinated in right of payment to the prior payment in full of
all Senior Indebtedness of Hovnanian to the same extent and
manner that payments with respect to the K. Hovnanian
Senior Subordinated Debt Securities and K. Hovnanian
Subordinated Debt Securities are subordinated in right of
payment to the prior payment in full of all Senior Indebtedness
of K. Hovnanian as
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described under “Provisions Applicable Solely to Senior
Subordinated Debt Securities and Subordinated Debt
Securities” below. Likewise, payments with respect to
subsidiary guarantees of Senior Subordinated Debt Securities and
Subordinated Debt Securities will be subordinated in right of
payment to the prior payment in full of all Senior Indebtedness
of each such subsidiary guarantor to the same extent and manner
that payments with respect to the Senior Subordinated Debt
Securities and Subordinated Debt Securities are subordinated in
right of payment to the prior payment in full of all Senior
Indebtedness of the issuer of such debt securities as described
under “Provisions Applicable Solely to Senior Subordinated
Debt Securities and Subordinated Debt Securities” below.
Global Securities. The Offered Debt Securities
may be issued in whole or in part in the form of one or more
global securities, the “global securities”, that will
be deposited with or on behalf of a depositary, “the
depositary”, identified in the prospectus supplement
relating to such series. Global securities may be issued only in
fully registered form and in either temporary or permanent form.
Unless and until it is exchanged in whole or in part for the
individual debt securities represented thereby, a global
security:
| • | may not be transferred except as a whole; and | |
| • | may only be transferred |
| • | by the depositary for the global security to its nominee, | |
| • | by a nominee of the depositary to the depositary or another nominee of the depositary, or | |
| • | by the depositary or any nominee to a successor depositary or nominee of the successor depositary. |
The specific terms of the depositary arrangement with respect to
Offered Debt Securities will be described in the prospectus
supplement relating to such series. Hovnanian and
K. Hovnanian anticipate that the following provisions
generally will apply to all depositary arrangements.
Upon the issuance of a global security, the depositary for that
global security or its nominee will credit, on its book-entry
registration and transfer system, the respective principal
amounts of the individual debt securities represented by that
global security to the accounts of persons that have accounts
with such depositary. Those accounts will be designated by the
dealers, underwriters or agents with respect to those debt
securities or by the issuer if the debt securities are offered
and sold directly by the issuer. Ownership of beneficial
interests in a global security will be limited to persons that
have accounts with the applicable depositary, participants, or
persons that may hold interests through participants. Ownership
of beneficial interests in a global security will be shown on,
and the transfer of that ownership will be effected only
through, records maintained by the applicable depositary or its
nominee, with respect to interests of participants, and the
records of participants, with respect to interests of persons
other than participants. The laws of some states require that
certain purchasers of securities take physical delivery of these
securities in definitive form. These limits and laws may impair
the ability to transfer beneficial interests in a global
security.
As long as the depositary for a global security or its nominee
is the registered owner of the global security, the depositary
or its nominee, as the case may be, will be considered the sole
owner or holder of the debt securities of the series represented
by that global security for all purposes under the Indenture
governing those debt securities. Except as provided below,
owners of beneficial interests in a global security will not be
entitled to have any of the individual debt securities of the
series represented by the global security registered in their
names, will not receive or be entitled to receive physical
delivery of any of those debt securities in definitive form and
will not be considered the owners or holders thereof under the
Indenture governing those debt securities.
Payment of principal of, premium, if any, and interest, if any,
on individual debt securities represented by a global security
registered in the name of a depositary or its nominee will be
made to the depositary or its nominee, as the case may be, as
the registered owner of the global security representing the
debt securities. Hovnanian and K. Hovnanian expect that the
depositary for a series of debt securities or its nominee, upon
receipt of any payment of principal, premium, if any, and
interest, if any, in respect of a global security representing
any of those debt securities, will immediately credit
participants’ accounts with payments in amounts
proportionate to their respective beneficial interests in the
principal amount of the global security for those securities as
shown on the records of such depositary or its nominee.
Hovnanian and K. Hovnanian also expect that payments by
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participants to owners of beneficial interests in the global
security held through the participants will be governed by
standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in
bearer form or registered in “street name.” These
payments will be the responsibility of the participants. Neither
Hovnanian, K. Hovnanian, the trustee for such debt
securities, any paying agent nor the registrar for the debt
securities will have any responsibility or liability for any
aspect of the records relating to or payments made on account of
beneficial ownership interests of the global security for the
debt securities or for maintaining, supervising or reviewing any
records relating to beneficial ownership interests.
If the depositary for a series of debt securities is at any time
unwilling, unable or ineligible to continue as depositary and a
successor depositary is not appointed by the issuer within
90 days, the issuer will issue individual debt securities
of the applicable series in exchange for the global security
representing the applicable series of debt securities. In
addition, an issuer may at any time and in its sole discretion,
subject to any limitations described in the prospectus
supplement relating to such debt securities, determine not to
have any debt securities of a series represented by a global
security and, in such event, will issue individual debt
securities of the applicable series in exchange for the global
security representing the applicable series of debt securities.
Further, if an issuer so specifies with respect to the debt
securities of a series, an owner of a beneficial interest in a
global security representing debt securities of that series may,
on terms acceptable to the issuer, the trustee and the
depositary for the global security, receive individual debt
securities of the applicable series in exchange for beneficial
interests, subject to any limitations described in the
prospectus supplement relating to the debt securities. In this
instance, an owner of a beneficial interest in a global security
will be entitled to physical delivery of individual debt
securities of the series represented by the applicable global
security equal in principal amount to the beneficial interest
and to have the debt securities registered in its name.
Individual debt securities of the series so issued will be
issued in registered form and in denominations, unless otherwise
specified in the applicable prospectus supplement relating to
that series of debt securities, of $2,000 and integral multiples
of $1,000 in excess thereof.
Events of Default. Unless otherwise specified
in the applicable prospectus supplement, an Event of Default is
defined under each Indenture with respect to the debt securities
of any series issued under the applicable Indenture as being:
| • | default in the payment of principal of or premium, if any, with respect to debt securities of the applicable series when due; | |
| • | default in the payment of any installment of interest on any of the debt securities of that series when due, continued for 30 days; | |
| • | default in the payment or satisfaction of any sinking fund or other purchase obligation with respect to debt securities of that series when due; |
| • | default in the performance of any other covenant of any of the obligors’ applicable to debt securities of that series after written notice to the obligors by the trustee or to the obligors and the trustee, by the holders of at least 25% in aggregate principal amount of the debt securities of that series then outstanding requiring the same to be remedied and after giving effect to any applicable grace period; and |
| • | specified events of bankruptcy, insolvency or reorganization of the issuer. |
An Event of Default with respect to secured senior obligations
of K. Hovnanian is also defined under the applicable
K. Hovnanian Senior Debt Indenture to include the
following, as further described in the applicable prospectus
supplement:
| • | with respect to any obligor, acceleration of principal payments of indebtedness (other than non-recourse indebtedness), payment defaults on principal or interest on indebtedness (other than non-recourse indebtedness), or one or more final judgments, in each case in amounts aggregating $10 million or more, after giving effect to the applicable grace period; |
| • | the failure of any guarantee of certain significant subsidiaries of Hovnanian to be in full force and effect or the denial by any guarantor of its liability under its guarantee; and |
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| • | the termination of or failure of the liens securing any material portion of the collateral securing such secured senior obligations of K. Hovnanian to be valid and perfected or the termination of or failure of the applicable security documents to be in full force and effect, after giving effect to the applicable grace period (in each case with certain exceptions). |
If any Event of Default shall occur and be continuing, the
trustee or the holders of not less than 25% in aggregate
principal amount of the debt securities of that series then
outstanding, by notice in writing to Hovnanian or
K. Hovnanian, as applicable, and to the trustee, if given
by the holders, may declare the principal, or, in the case of
any series of debt securities originally issued at a discount
from their stated principal amount, the portion of the principal
amount as may be specified in the terms of that series, of all
of the debt securities of that series and the interest, if any,
accrued thereon to be due and payable immediately. Subject to
the conditions set forth in each Indenture, the declaration
described in the preceding sentence may be rescinded by notice
in writing to Hovnanian or K. Hovnanian, as applicable, and
the trustee by holders of a majority in aggregate principal
amount of the debt securities of the series then outstanding.
This rescission will rescind and annul any declaration made
pursuant to the first sentence of this paragraph and its
consequences if all defaults under such Indenture are cured or
waived.
Each Indenture provides that no holder of any series of debt
securities then outstanding may institute any suit, action or
proceeding with respect to, or otherwise attempt to enforce,
that Indenture, unless:
| • | the holder previously gave the trustee written notice of default and of the continuance thereof; | |
| • | the holders of not less than 25% in aggregate principal amount of the applicable series of debt securities then outstanding made written request to the trustee to institute the suit, action or proceeding and offered to the trustee reasonable indemnity as it may require with respect thereto; and | |
| • | the trustee, for 60 days after its receipt of the notice, request and offer of indemnity, neglected or refused to institute any action, suit or proceeding. |
Subject to the subordination provisions applicable to the Senior
Subordinated Debt Securities and the Subordinated Debt
Securities, the right, described in the above bullet points, of
any holder of any debt security to receive payment of the
principal of, premium, if any, or interest, if any, on that debt
security, on or after the respective due dates, or to institute
suit for the enforcement of any payment shall not be impaired or
affected without the consent of the holder.
The holders of a majority in aggregate principal amount of the
debt securities of the series then outstanding may direct the
time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power
conferred on the trustee with respect to the debt securities of
that series, provided that the trustee may decline to follow
that direction if the trustee determines that the action or
proceeding is unlawful or would involve the trustee in personal
liability.
Hovnanian
and/or
K. Hovnanian, as applicable, are required to furnish
annually to the trustee a certificate as to compliance by
Hovnanian
and/or
K. Hovnanian, as applicable, with all conditions and
covenants under each Indenture.
Covenants. The covenants, if any, that will
apply to the particular Offered Debt Securities will be as
described in the applicable prospectus supplement relating to
such Offered Debt Securities. Except as described herein and as
otherwise specified in the applicable prospectus supplement with
respect to any Offered Debt Securities, Hovnanian
and/or
K. Hovnanian as applicable may remove or add covenants
without the consent of holders of the debt securities.
Discharge and Defeasance. Unless otherwise
specified in the applicable prospectus supplement, Hovnanian
and/or
K. Hovnanian, as applicable, can discharge or defease their
respective obligations with respect to any series of debt
securities as described below.
Unless otherwise specified in any prospectus supplement,
Hovnanian or K. Hovnanian, as applicable, may discharge all
of its obligations, except those described below, to holders of
any series of debt securities issued under any Indenture that
have not already been delivered to the trustee for cancellation
and that have either become due and payable, or are by their
terms due and payable within one year or are to be called for
redemption within one year, by irrevocably depositing with the
trustee cash or U.S. Government Obligations, as defined in
the Indenture, or a
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combination thereof, as trust funds in an amount to be
sufficient to pay when due the principal of, premium, if any,
and interest, if any, on all outstanding debt securities of that
series and to make any mandatory sinking fund payments, if any,
thereon when due.
Unless otherwise provided in the applicable prospectus
supplement, Hovnanian or K. Hovnanian, as applicable, may
also elect at any time to defease and be discharged from all of
its obligations, except those described below, to holders of any
series of debt securities issued under each Indenture,
“defeasance”, or be released from all of their
obligations with respect to specified covenants and certain
events of default applicable to any series of debt securities
issued under each Indenture, “covenant defeasance”,
if, among other things:
| • | Hovnanian or K. Hovnanian, as applicable, irrevocably deposit with the trustee cash or U.S. Government Obligations, or a combination thereof, as trust funds in an amount to be sufficient to pay when due the principal of, premium, if any, and interest, if any, on all outstanding debt securities of the applicable series and to make any mandatory sinking fund payments, if any, thereon when due; |
| • | the deposit will not result in a breach or violation of, or cause a default under, any material agreement or instrument (other than the Indenture) to which either Hovnanian or K. Hovnanian, as applicable, is a party or by which it is bound; and |
| • | Hovnanian or K. Hovnanian, as applicable, deliver to the trustee an opinion of counsel to the effect that the holders of the applicable series of debt securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance or covenant defeasance and that defeasance will not otherwise alter the United States federal income tax treatment of the holders’ principal of and interest payments, if any, on that series of debt securities. |
In the case of defeasance, the opinion must be based on a ruling
of the Internal Revenue Service or a change in United States
federal income tax law occurring after the date of the Indenture
relating to the debt securities of such series, because this
result would not occur under current tax law.
Notwithstanding the foregoing, no discharge, defeasance or
covenant defeasance described above will affect the following
obligations to, or rights of, the holders of any series of debt
securities:
| • | rights of registration of transfer and exchange of debt securities of the applicable series; | |
| • | rights of substitution of mutilated, defaced, destroyed, lost or stolen debt securities of the applicable series; | |
| • | rights of holders of debt securities of the applicable series to receive payments of principal thereof, premium, if any, and interest, if any, thereon, upon the original due dates therefore, but not upon acceleration, and to receive mandatory sinking fund payments thereon when due, if any; | |
| • | rights, obligations, duties and immunities of the trustee; | |
| • | rights of holders of debt securities of a series as beneficiaries with respect to property so deposited with the trustee payable to all or any of them; and |
| • | obligations of Hovnanian or K. Hovnanian, as applicable, to maintain an office or agency in respect of debt securities of the series. |
Hovnanian or K. Hovnanian, as applicable, may exercise the
defeasance option with respect to any series of debt securities
notwithstanding the prior exercise of the covenant defeasance
option with respect to any series of debt securities. If
Hovnanian or K. Hovnanian, as applicable, exercises the
defeasance option with respect to any series of debt securities,
payment of that series of debt securities may not be accelerated
because of an Event of Default with respect to that series of
debt securities. If Hovnanian or K. Hovnanian, as
applicable, exercises the covenant defeasance option with
respect to any series of debt securities, payment of that series
of debt securities may not be accelerated by reason of an Event
of Default with respect to the covenants to which such covenant
defeasance is applicable. However, if acceleration were to occur
by reason of another Event of Default, the realizable value at
the acceleration date of the cash and U.S. Government
Obligations in the defeasance trust could be less than the
principal of, premium, if any, and interest, if any, and any
mandatory sinking fund payments, if any, then due on the series
of debt securities, in that the required deposit in the
defeasance trust is based upon scheduled
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cash flow rather than market value, which will vary depending
upon interest rates and other factors. In addition, if
K. Hovnanian exercises its defeasance or covenant
defeasance option with respect to senior secured obligations of
K. Hovnanian, the liens on the collateral granted under the
security documents will be released.
Modification of the Indenture. Except as
otherwise provided in the applicable prospectus supplement, each
Indenture provides that the obligors and the trustee may enter
into supplemental indentures without the consent of the holders
of the debt securities to:
| • | evidence the assumption by a successor entity of the obligations of any of the obligors under that Indenture, including in connection with a transaction described under “— Consolidation, Merger, Sale or Conveyance”; |
| • | add covenants or new events of default for the protection of the holders of the debt securities; |
| • | cure any ambiguity or defect or correct any inconsistency; |
| • | establish the form and terms of debt securities of any series; |
| • | evidence the acceptance of appointment by a successor trustee or, in the case of secured senior obligations of K. Hovnanian, a successor collateral agent; |
| • | secure, or add security for, the debt securities of the applicable series or provide for, or add, guarantees of the debt securities of any series and evidence the termination or discharge of any guarantee of or lien securing the debt securities of such series when permitted under the applicable Indenture; |
| • | designate a bank or trust company other than the trustee specified in the applicable prospectus supplement to act as trustee for a series of debt securities; |
| • | subject to the following paragraph, modify the existing covenants and events of default solely in respect of, or add new covenants and events of default that apply solely to, debt securities not yet issued and outstanding on the date of the supplemental indenture, if applicable; |
| • | provide for the issuance of debt securities of any series in uncertificated form in addition to or in place of certificated debt securities of any series and exchangeability of those debt securities for fully registered debt securities; | |
| • | modify, eliminate or add to the provisions of the Indenture as necessary to effect the qualification of the Indenture under the Trust Indenture Act of 1939 and to add provisions expressly permitted by that Act; |
| • | modify the provisions to provide for the denomination of debt securities in foreign currencies that will not adversely affect the interests of the holders of the debt securities in any material respect; |
| • | to conform the text of the applicable Indenture, Offered Debt Securities or guarantees to this “Description of Debt Securities” or the comparable provisions in the applicable prospectus supplement to the extent this “Description of Debt Securities” or such comparable provision in a prospectus supplement was intended to be a verbatim recitation of a provision of such Indenture, Offered Debt Securities or guarantees; |
| • | make any other change with respect to the debt securities of any series that does not adversely affect the legal rights of holders of the debt securities of such series; and |
| • | in the case of secured senior obligations of K. Hovnanian, make certain amendments to the security documents relating thereto as permitted by the applicable K. Hovnanian Senior Debt Indenture and as further described in the applicable prospectus supplement. |
Each Indenture also contains provisions permitting the obligors
and the trustee, with the consent of the holders of not less
than a majority in aggregate principal amount of debt securities
of each series then outstanding and affected, to add any
provisions to, or change in any manner or eliminate any of the
provisions of, the applicable Indenture or any supplemental
indenture or modify in any manner the rights of the holders of
the debt securities of
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that series; provided that the obligors and the trustee may not,
without the consent of the holder of each outstanding debt
security affected thereby:
| • | change the stated final maturity of any debt security, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest (including default interest), if any, thereon, reduce or alter the method of computation of any amount payable on redemption, repayment or purchase by the issuer, or in the case of secured senior obligations of K. Hovnanian, alter the provisions relating to redemption and offers to repurchase provided in the applicable K. Hovnanian Senior Debt Indenture and as further described in the applicable prospectus supplement, change the coin or currency in which principal, premium, if any, and interest, if any, are payable, reduce the amount of the principal of any original issue discount security payable upon acceleration or provable in bankruptcy, waive certain defaults or Events of Default, impair or affect the right to institute suit for the enforcement of any payment or repayment thereof or, if applicable, adversely affect any right of prepayment at the option of the holder or make any change adverse to the interests of the holders in the terms and conditions of the guarantee by Hovnanian or by the subsidiary guarantors, release any guarantee or all or substantially all of the collateral (as applicable) otherwise than in accordance with the indenture and the security documents or modify the ranking or priority of the debt securities of any series or any guarantees of the debt securities of such series; or |
| • | reduce the stated percentage in aggregate principal amount of debt securities of any series issued under the Indenture, the consent of which is required for any such amendment or waiver. |
Consolidation, Merger, Sale or
Conveyance. Except as otherwise provided in the
applicable prospectus supplement, the K. Hovnanian
Indentures provide that K. Hovnanian or Hovnanian may, and
the Hovnanian Indentures provide that Hovnanian may, without the
consent of the holders of debt securities, consolidate with,
merge into or transfer, exchange or dispose of all of its
properties to, any other corporation or partnership (or other
legal entity in the case of secured senior obligations of
K. Hovnanian) organized under the laws of the United
States, any state thereof or the District of Columbia, provided
that:
| • | the successor corporation or partnership (or other legal entity in the case of secured senior obligations of K. Hovnanian) assumes all obligations of K. Hovnanian or Hovnanian, as the case may be, by supplemental indenture satisfactory in form to the applicable trustee executed and delivered to that trustee, under the Indentures and the debt securities; |
| • | immediately after giving effect to the consolidation, merger, exchange or other disposition, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, will have occurred and be continuing; and |
| • | certain other conditions are met. |
Conditions for Release of
K. Hovnanian. Except as otherwise provided
in a prospectus supplement, each K. Hovnanian Indenture
provides that K. Hovnanian may be released from its
obligations under the K. Hovnanian Indenture and the
K. Hovnanian Debt Securities, without the consent of the
holders of the K. Hovnanian Debt Securities of any series,
provided that:
| • | Hovnanian or any successor to Hovnanian has assumed the obligations of K. Hovnanian under the K. Hovnanian Indenture and the K. Hovnanian Debt Securities by supplemental indenture satisfactory in form to the applicable trustee executed and delivered to that trustee; |
| • | Hovnanian delivers to the trustee an opinion of counsel to the effect that the holders of K. Hovnanian Debt Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the release of K. Hovnanian from its obligations under the K. Hovnanian Indenture and the K. Hovnanian Debt Securities and that such release will not otherwise alter the United States federal income tax treatment of the holders of the K. Hovnanian Debt Securities; and |
| • | certain other conditions are met. |
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Provisions
Applicable Solely to Senior Subordinated Debt Securities and
Subordinated Debt Securities
Subordination. The Subordinated Debt
Securities will be subordinate and junior in right of payment,
to the extent described in the Subordinated Debt Indentures, to
all Senior Indebtedness of the obligors. The Senior Subordinated
Debt Securities will be subordinate and junior in right of
payment, to the extent described in the Senior Subordinated Debt
Indentures, to all Senior Indebtedness of the obligors. The
Senior Subordinated Debt Securities will rank senior to all
existing and future Indebtedness of the obligors that is neither
Senior Indebtedness of the obligors nor Senior Subordinated
Indebtedness and only Indebtedness of the obligors that is
Senior Indebtedness of the obligors will rank senior to the
Senior Subordinated Debt Securities in accordance with the
subordination provisions of the Senior Subordinated Debt
Indentures.
Except as otherwise provided in the applicable prospectus
supplement:
“Senior Indebtedness” of the obligors is defined in
the Subordinated Debt Indentures and the Senior Subordinated
Debt Indentures as Indebtedness of the obligors outstanding at
any time, other than the Indebtedness evidenced by such debt
securities, except:
| • | any Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that the Indebtedness is not senior or prior in right of payment to such debt securities or is pari passu or subordinate by its terms in right of payment to such debt securities; | |
| • | renewals, extensions and modifications of any such Indebtedness; | |
| • | any Indebtedness of the obligors to a wholly-owned Subsidiary of the obligors; | |
| • | any liability for federal, state or local taxes; | |
| • | interest accruing after the filing of a petition initiating certain events of bankruptcy or insolvency unless that interest is an allowed claim enforceable against the obligor in a proceeding under federal or state bankruptcy laws; and | |
| • | trade payables. |
“Senior Subordinated Indebtedness” of Hovnanian or
K. Hovnanian, as applicable, is defined in the Senior
Subordinated Debt Indentures as the applicable Senior
Subordinated Debt Securities and any other Indebtedness of
Hovnanian or K. Hovnanian, as applicable, that ranks
pari passu with such Senior Subordinated Debt Securities.
Any Indebtedness of Hovnanian or K. Hovnanian, as
applicable, that is subordinate or junior by its terms in right
of payment to any other Indebtedness of Hovnanian or
K. Hovnanian, as applicable, will be subordinate to Senior
Subordinated Indebtedness of Hovnanian or K. Hovnanian, as
applicable, unless the instrument creating or evidencing the
same or pursuant to which the same is outstanding specifically
provides that this Indebtedness is to rank pari passu
with other Senior Subordinated Indebtedness of Hovnanian or
K. Hovnanian, as applicable, and is not subordinated by its
terms to any Indebtedness of Hovnanian that is not Senior
Indebtedness of Hovnanian or K. Hovnanian, as applicable.
Senior Subordinated Indebtedness of Hovnanian as a guarantor of
K. Hovnanian Senior Subordinated Debt Securities or of a
subsidiary guarantor will have a similar meaning.
Except as otherwise provided in the applicable prospectus
supplement, the following subordination provisions will apply to
the Senior Subordinated Debt Securities and the Subordinated
Debt Securities:
If:
| • | Hovnanian or K. Hovnanian, as applicable, should default in the payment of any principal of, premium, if any, or interest, if any, on any Senior Indebtedness of Hovnanian or K. Hovnanian, as applicable, when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, or |
| • | any other default with respect to Senior Indebtedness of Hovnanian or K. Hovnanian, as applicable, occurs and the maturity of the Senior Indebtedness has been accelerated in accordance with its terms, then, upon written notice of the default to Hovnanian or K. Hovnanian, as applicable, by the holders of the Senior |
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| Indebtedness or any trustee therefor, unless and until the default is cured or waived or has ceased to exist or the acceleration has been rescinded, no direct or indirect payment, in cash, property or securities, by set-off or otherwise, will be made or agreed to be made for principal of, premium, if any, or interest, if any, on any of the Senior Subordinated Debt Securities or the Subordinated Debt Securities, or in respect of any redemption, retirement, purchase or other acquisition of the Senior Subordinated Debt Securities or the Subordinated Debt Securities other than those made in capital stock of Hovnanian, or cash in lieu of fractional shares thereof. |
If any default, other than a default described in the bullet
points directly above, occurs under the Senior Indebtedness of
Hovnanian or K. Hovnanian, as applicable, pursuant to which
the maturity thereof may be accelerated immediately or the
expiration of any applicable grace periods occurs, a
“Senior Nonmonetary Default”, then, upon the receipt
by Hovnanian or K. Hovnanian, as applicable, and the
trustee of written notice thereof, a “payment notice”,
from or on behalf of holders of 25% or more of the aggregate
principal amount of Senior Indebtedness specifying an election
to prohibit the payment and other action by Hovnanian or
K. Hovnanian, as applicable, in accordance with the
following provisions of this paragraph Hovnanian or
K. Hovnanian, as applicable, may not make any payment or
take any other action that would be prohibited by the bullet
points directly above during the period, the “payment
blockage period” commencing on the date of receipt of the
payment notice and ending on the earlier of:
| • | the date, if any, on which the holders of such Senior Indebtedness or their representative notify the trustee that the Senior Nonmonetary Default is cured, waived or ceases to exist or the Senior Indebtedness to which the Senior Nonmonetary Default relates is discharged, or | |
| • | the 120th day after the date of receipt of the payment notice. |
Notwithstanding the provisions described in the immediately
preceding bullet points, Hovnanian or K. Hovnanian, as
applicable, may resume payments on the Senior Subordinated Debt
Securities and the Subordinated Debt Securities after the
payment blockage period. After the expiration of the initial
payment blockage period, no subsequent payment blockage period
may be commenced on the basis of a Senior Nonmonetary Default
which existed or was continuing on the date of the commencement
of the initial payment blockage period until at least 270
consecutive days have elapsed from the last day of the initial
payment blockage period.
If:
| • | without the consent of Hovnanian or K. Hovnanian, as applicable, a receiver, conservator, liquidator or trustee of Hovnanian or K. Hovnanian, as applicable, or of any of its property is appointed by the order or decree of any court or agency or supervisory authority having jurisdiction, and the decree or order remains in effect for more than 60 days, Hovnanian or K. Hovnanian, as applicable, is adjudicated bankrupt or insolvent, any of its property is sequestered by court order and that order remains in effect for more than 60 days, or a petition is filed against Hovnanian or K. Hovnanian, as applicable, under any state or federal bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or receivership law of any jurisdiction whether now or hereafter in effect, and is not dismissed within 60 days after such filing; |
| • | Hovnanian or K. Hovnanian, as applicable: |
| • | commences a voluntary case or other proceeding seeking liquidation, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or other relief with respect to itself or its debt or other liabilities under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property; | |
| • | consents to any such relief or to the appointment of or taking possession by any of the above officials in an involuntary case or other proceeding commenced against it; | |
| • | fails generally to, or cannot, pay its debts generally as they become due; | |
| • | takes any corporate action to authorize or effect any of the foregoing; or |
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| • | any Subsidiary of the obligor takes, suffers or permits to exist any of the events or conditions referred to in any of the above bullet points, |
then all Senior Indebtedness of Hovnanian or K. Hovnanian,
as applicable, including any interest thereon accruing after the
commencement of any proceedings, will first be paid in full
before any payment or distribution, whether in cash, securities
or other property, is made by the obligor to any holder of
Senior Subordinated Debt Securities or Subordinated Debt
Securities on account of the principal of, premium, if any, or
interest, if any, on the Senior Subordinated Debt Securities or
Subordinated Debt Securities, as the case may be.
Any payment or distribution, whether in cash, securities or
other property, other than securities of Hovnanian or
K. Hovnanian, as applicable, or any other corporation
provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided
in the subordination provisions with respect to the indebtedness
evidenced by the Senior Subordinated Debt Securities or the
Subordinated Debt Securities, to the payment of all Senior
Indebtedness of the obligor then outstanding and to any
securities issued in respect thereof under a plan of
reorganization or readjustment, that would otherwise, but for
the subordination provisions, be payable or deliverable in
respect of the Senior Subordinated Debt Securities or the
Subordinated Debt Securities of any series will be paid or
delivered directly to the holders of Senior Indebtedness of the
obligor in accordance with the priorities then existing among
such holders until all Senior Indebtedness of Hovnanian or
K. Hovnanian, as applicable, including any interest thereon
accruing after the commencement of proceedings, has been paid in
full. In the event of any proceeding, after payment in full of
all sums owing with respect to Senior Indebtedness of the
obligor, the holders of Senior Subordinated Debt Securities,
together with the holders of any obligations of the obligor
ranking on a parity with the Senior Subordinated Debt
Securities, will be entitled to be repaid from the remaining
assets of Hovnanian or K. Hovnanian, as applicable, the
amounts at that time due and owing on account of unpaid
principal of, premium, if any, or interest, if any, on the
Senior Subordinated Debt Securities and such other obligations
before any payment or other distribution, whether in cash,
property or otherwise, shall be made on account of any capital
stock or obligations of the obligor ranking junior to the Senior
Subordinated Debt Securities, including the Subordinated Debt
Securities, and such other obligations.
If any payment or distribution of any character, whether in
cash, securities or other property, other than securities of
Hovnanian or K. Hovnanian, as applicable, or any other
corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to
the extent provided in the subordination provisions with respect
to the Senior Subordinated Debt Securities or the Subordinated
Debt Securities, to the payment of all Senior Indebtedness of
Hovnanian or K. Hovnanian, as applicable, then outstanding
and to any securities issued in respect thereof under the plan
of reorganization or readjustment, will be received by the
trustee, or any holder of any Senior Subordinated Debt
Securities or Subordinated Debt Securities in contravention of
any of the terms of the Senior Subordinated Debt Indenture or
the Subordinated Debt Indenture, as the case may be, such
payment or distribution of securities will be received in trust
for the benefit of, and will be paid over or delivered and
transferred to, the holders of the Senior Indebtedness of
Hovnanian or K. Hovnanian, as applicable, then outstanding
in accordance with the priorities then existing among the
holders for application to the payment of all Senior
Indebtedness of Hovnanian or K. Hovnanian, as applicable,
remaining unpaid to the extent necessary to pay all the Senior
Indebtedness of Hovnanian or K. Hovnanian, as applicable,
in full.
By reason of the subordination, in the event of the insolvency
of Hovnanian or K. Hovnanian, as applicable, holders of
Senior Indebtedness of Hovnanian or K. Hovnanian, as
applicable, may receive more, ratably, than holders of the
Senior Subordinated Debt Securities or Subordinated Debt
Securities of Hovnanian or K. Hovnanian, as applicable.
Subordination will not prevent the occurrence of any Event of
Default, as defined in the Indentures, or limit the right of
acceleration in respect of the Senior Subordinated Debt
Securities or Subordinated Debt Securities.
Concerning
the Trustee
Information concerning the trustee for the Offered Debt
Securities will be set forth in the prospectus supplement
relating to that series of debt securities. Hovnanian,
K. Hovnanian and certain of Hovnanian’s other
subsidiaries may maintain bank accounts, borrow money and have
other commercial banking, investment banking and other business
relationships with the trustee under an Indenture and its
affiliates in the ordinary course of
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business. The trustee under an Indenture or its affiliates may
participate as underwriters, agents or dealers in any offering
of K. Hovnanian debt securities
and/or
Hovnanian debt securities.
DESCRIPTION
OF CAPITAL STOCK
The following description of our common stock and preferred
stock, together with the additional information we include in
any applicable prospectus supplement, summarizes the material
terms and provisions of the common stock and the preferred stock
that may be offered from time to time pursuant to this
prospectus. While the terms we have summarized below will apply
generally to any future common stock or preferred stock that we
may offer, we will describe the particular terms of any class or
series of these securities in more detail in the applicable
prospectus supplement. For the complete terms of our common
stock and preferred stock, please refer to Hovnanian’s
amended certificate of incorporation, the “Certificate of
Incorporation” and restated bylaws, the “Restated
By-Laws” that are incorporated by reference as exhibits to
the registration statement of which this prospectus is a part.
The terms of these securities may also be affected by the
General Corporation Law of the State of Delaware. The summary
below and that contained in any prospectus supplement is
qualified in its entirety by reference to the Certificate of
Incorporation and Restated By-laws.
The authorized capital stock of Hovnanian is
230,100,000 shares consisting of 200,000,000 shares of
Class A Common Stock, par value $.01 per share, the
“Class A Common Stock”, 30,000,000 shares of
Class B Common Stock, par value $.01 per share, the
“Class B Common Stock”, and 100,000 shares
of preferred stock, par value $.01 per share, in the series and
with the voting powers, designations, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as may be
fixed from time to time by the Board of Directors of Hovnanian
for each series.
Common
Stock
As of March 1, 2011, 77,962,543 shares of Class A
Common Stock and 14,562,064 shares of Class B Common
Stock were issued and outstanding. The Class A Common Stock
is traded on the New York Stock Exchange under the symbol
“HOV”. There is no established public trading market
for the Class B Common Stock. In order to trade
Class B Common Stock, the shares must be converted into
Class A Common Stock on a
one-for-one
basis. Any offering of common stock made hereby will consist
only of Class A Common Stock. The outstanding Class A
Common Stock is, and any Class A Common Stock offered
pursuant to this prospectus and any prospectus supplement when
issued and paid for will be, fully paid and non-assessable.
Dividends. Dividends on the Class A
Common Stock will be paid if, when and as determined by the
Board of Directors of Hovnanian out of funds legally available
for this purpose. Certain debt instruments to which Hovnanian is
a party contain restrictions on the payment of cash dividends.
As a result of the most restrictive of these provisions,
Hovnanian is not currently able to pay any cash dividends and
anticipates that it will be prohibited from doing so for the
foreseeable future. Hovnanian has never paid cash dividends on
its Class A Common Stock nor does it currently intend to
pay cash dividends on its Class A Common Stock. If and when
declared, the amount of any regular cash dividend payable on a
share of Class A Common Stock will be an amount equal to
110% of the corresponding regular cash dividend payable on a
share of Class B Common Stock.
Voting Rights. Holders of Class A Common
Stock are entitled to one vote for each share held by them on
all matters presented to shareholders. Holders of Class B
Common Stock are generally entitled to ten votes per share.
Liquidation Rights. After satisfaction of the
preferential liquidation rights of any preferred stock, the
holders of the Class A Common Stock and Class B Common
Stock are entitled to share ratably as a single class in the
distribution of all remaining net assets.
Preemptive and Other Rights. The holders of
Class A Common Stock do not have preemptive rights as to
additional issues of common stock or conversion rights. The
shares of Class A Common Stock are not subject to
redemption or to any further calls or assessments and are not
entitled to the benefit of any sinking fund provisions. The
rights, preferences and privileges of holders of Class A
Common Stock are subject to, and may be adversely affected by,
the rights of the holder of shares of any series of preferred
stock that Hovnanian may designate and issue in the future.
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Preferred
Stock
The Certificate of Incorporation authorizes the Board of
Directors of Hovnanian to issue from time to time up to
100,000 shares of preferred stock, in one or more series,
and with the voting powers, designations, preferences and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as may be
fixed from time to time by the Board of Directors of Hovnanian
for each series. The preferred stock may be used by the Board of
Directors of Hovnanian without further action by
Hovnanian’s stockholders as an anti-takeover device. As of
March 1, 2011, 5,600 shares of Hovnanian’s
preferred stock were issued and outstanding, consisting of
entirely of Hovnanian’s 7.625% Series A Preferred
Stock (liquidation preference $25,000.00 per share) par value
$.01 per share, the “Series A Preferred Stock”.
The applicable prospectus supplement will describe the terms of
any preferred stock that may be offered, including the number of
shares, dividend rate and dividend period, liquidation value,
voting rights, conversion rights (if any), dividend and
liquidation preferences, redemption terms, whether depositary
shares representing fractional interests will be offered, and
any other rights, privileges and limitations thereof.
7.625%
Series A Preferred Stock
Dividends on the Series A Preferred Stock are not
cumulative. The Series A Preferred Stock ranks senior to
Hovnanian’s common stock with respect to the payment of
dividends to the extent provided in the Certificate of
Designations, Powers, Preferences and Rights of the 7.625%
Series A Preferred Stock (the “Certificate”). The
Certificate provides that unless dividends have been declared
and paid or set apart for payment on the Series A Preferred
Stock for the then-currently quarterly dividend period, no
dividend may be declared or paid or set apart for payment on
Hovnanian’s common stock for that period, other than
dividends or distributions paid in shares of, or options,
warrants or rights to subscribe for or purchase shares of, the
common stock of Hovnanian or any other stock of Hovnanian
ranking, as to the payment of dividends and the distribution of
assets upon dissolution, liquidation or winding up of Hovnanian,
junior to the Series A Preferred Stock.
The Series A Preferred Stock is traded as depositary
shares, with each depositary share representing
1/1000th of
a share of Series A Preferred Stock, and is listed on the
NASDAQ Global Market under the symbol “HOVNP”.
The Series A Preferred Stock has no voting rights except as
provided for in the Certificate or as otherwise required by law.
However, so long as any shares of Series A Preferred Stock
are outstanding, Hovnanian will not, without the vote of the
holders of at least a majority of the shares of the
Series A Preferred Stock, (1) authorize, create or
issue any capital stock of Hovnanian ranking, as to dividends or
upon liquidation, dissolution or winding up, senior to the
Series A Preferred Stock, or reclassify any authorized
capital stock of Hovnanian into any such shares of such capital
stock, or issue any obligation or security convertible into or
evidencing the right to purchase any such shares, or
(2) amend, alter or repeal the Certificate, or the
certificate of incorporation of Hovnanian, whether by merger,
consolidation or otherwise, in a way that adversely affects the
powers, preferences or special rights of the Series A
Preferred Stock. Any increase in the amount of authorized common
stock or preferred stock or any increase or decrease in the
number of shares of any series of preferred stock or the
authorization, creation and issuance of other classes or series
of stock, in each case ranking equally with or junior to the
Series A Preferred Stock will not be deemed to adversely
affect such powers, preferences or special rights.
The Series A Preferred Stock has liquidation preferences
over Hovnanian’s common stock. Upon any liquidation,
dissolution or winding up of Hovnanian, the holders of the
Series A Preferred Stock will be entitled to receive out of
the assets of Hovnanian available for distribution to its
stockholders, an amount equal to the liquidation preference of
$25,000.00 per share plus all accrued and unpaid dividends
before any payment or distribution out of Hovnanian’s
assets may be made to or set apart for the holders of
Hovnanian’s common stock or other junior equity. If, upon
any liquidation, dissolution or winding up of Hovnanian, the
assets of Hovnanian, or proceeds thereof, distributable among
the holders of shares Series A Preferred Stock and any
stock ranking equally with the Series A Preferred Stock
shall be insufficient to pay in full the preferential amounts to
which such stock would be entitled, then such assets, or the
proceeds thereof, shall be distributable among such holders
ratably in accordance with the respective amounts which would be
payable on such shares if all amounts payable thereon were
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paid in full. Neither a consolidation nor merger of Hovnanian,
nor a sale, lease, exchange or transfer of all or substantially
all of Hovnanian’s assets will be deemed to be a
liquidation, dissolution or winding up of Hovnanian.
Rights
Plan
On July 29, 2008, the Board of Directors of Hovnanian
adopted a shareholder rights plan, the “Rights Plan,”
and declared a dividend of one preferred share purchase right
for each outstanding share of Class A Common Stock and
Class B Common Stock, which was subsequently paid to
stockholders of record as of August 15, 2008. Subject to
the terms, provisions and conditions of the rights plan, if and
when they become exercisable, each right would entitle its
holder to purchase from Hovnanian one ten-thousandth of a share
of Hovnanian’s Series B Junior Preferred Stock for a
purchase price of $35.00, the “Purchase Price.” If
issued, each fractional share of Preferred Stock would give the
stockholder approximately the same dividend, voting and
liquidation rights as does one share of Hovnanian’s
Class A Common Stock. However, prior to exercise, a right
does not give its holder any rights as a stockholder of
Hovnanian, including without limitation any dividend, voting or
liquidation rights.
The Board of Directors of Hovnanian adopted the Rights Plan in
an effort to protect stockholder value by attempting to protect
against a possible limitation on Hovnanian’s ability to use
our net operating loss carryforwards, “NOLs,” to
reduce potential future federal income tax obligations.
Hovnanian has experienced and continues to experience
substantial operating losses, and under the Internal Revenue
Code and rules promulgated by the Internal Revenue Service,
Hovnanian may “carry forward” these losses in certain
circumstances to offset any current and future earnings and thus
reduce its federal income tax liability, subject to certain
requirements and restrictions. To the extent that the NOLs do
not otherwise become limited, Hovnanian believes that it will be
able to carry forward a significant amount of NOLs, and
therefore these NOLs could be a substantial asset to Hovnanian.
However, if Hovnanian experiences an “Ownership
Change,” as defined in Section 382 of the Internal
Revenue Code, Hovnanian’s ability to use the NOLs will be
substantially limited, and the timing of the usage of the NOLs
could be substantially delayed, which could therefore
significantly impair the value of that asset. The Rights Plan is
intended to act as a deterrent to any person or group acquiring
4.9% or more of our outstanding Class A Common Stock, an
“Acquiring Person,” without the approval of
Hovnanian’s Board.
Exercisability. The rights will not be
exercisable until the earlier of (i) 10 business days after
a public announcement by us that a person or group has become an
Acquiring Person and (ii) 10 business days after the
commencement of a tender or exchange offer by a person or group
for 4.9% of the Class A Common Stock.
Until the date that the rights become exercisable, the
“Distribution Date,” the rights are evidenced by
Hovnanian’s Class A Common Stock and Class B
Common Stock certificates which contain a notation to that
effect. Any transfer of shares of Class A Common Stock
and/or
Class B Common Stock prior to the Distribution Date
constitutes a transfer of the associated rights. After the
Distribution Date, the rights may be transferred separately from
the transfer of the underlying shares of Class A Common
Stock or Class B Common Stock. After the Distribution Date,
each holder of a right, other than rights beneficially owned by
the Acquiring Person (which will thereupon become void), will
thereafter have the right to receive upon exercise of a right
and payment of the Purchase Price, that number of shares of
Class A Common Stock or Class B Common Stock, as the
case may be, having a market value of two times the Purchase
Price.
Exchange. After the Distribution Date, the
Board of Directors may exchange the rights (other than rights
owned by an Acquiring Person which will have become void), in
whole or in part, at an exchange ratio of one share of Common
Stock, or a fractional share of Series B Preferred Stock
(or of a share of a similar class or series of Hovnanian’s
preferred stock having similar rights, preferences and
privileges) of equivalent value, per right (subject to
adjustment).
Expiration. The rights and the Rights Plan
will expire on the earliest of (i) August 14, 2018,
(ii) the time at which the rights are redeemed pursuant to
the Rights Agreement, (iii) the time at which the rights
are exchanged pursuant to the Rights Agreement, (iv) the
repeal of Section 382 of the Internal Revenue Code or any
successor statute if the Board of Directors determines that the
Rights Agreement is no longer necessary for the preservation of
tax benefits, and (v) the beginning of a taxable year of
Hovnanian to which the Board of Directors determines that no tax
benefits may be carried forward.
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Redemption. At any time prior to the time an
Acquiring Person becomes such, the Board of Directors may redeem
the rights in whole, but not in part, at a price of $0.01 per
right, the “Redemption Price.” The redemption of
the rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the
rights, the right to exercise the rights will terminate and the
only right of the holders of rights will be to receive the
Redemption Price.
Anti-Dilution Provisions. The Board of
Directors may adjust the purchase price of the preferred shares,
the number of preferred shares issuable and the number of
outstanding rights to prevent dilution that may occur as a
result of certain events, including among others, a stock
dividend, a stock split or a reclassification of the preferred
shares or Hovnanian’s Class A Common Stock or
Class B Common Stock. No adjustments to the purchase price
of less than 1% will be made.
Amendments. Before the Distribution Date, the
Board of Directors may amend or supplement the Rights Plan
without the consent of the holders of the rights. After the
Distribution Date, the Board of Directors may amend or
supplement the rights Plan only to cure an ambiguity, to alter
time period provisions, to correct inconsistent provisions, or
to make any additional changes to the Rights Plan, but only to
the extent that those changes do not impair or adversely affect
any rights holder.
Transfer
Restrictions in the Certificate of Incorporation
At a special meeting of stockholders held on December 5,
2008, Hovnanian’s stockholders approved an amendment to its
Certificate of Incorporation to restrict certain transfers of
Class A Common Stock in order to preserve the tax treatment
of Hovnanian’s NOLs under Section 382 of the Internal
Revenue Code. Subject to certain exceptions pertaining to
pre-existing 5% stockholders and Class B stockholders, the
transfer restrictions in the amended Certificate of
Incorporation generally restrict any direct or indirect transfer
(such as transfers of Hovnanian’s stock that result from
the transfer of interests in other entities that own
Hovnanian’s stock) if the effect would be to:
(i) increase the direct or indirect ownership of
Hovnanian’s stock by any person (or public group) from less
than 5% to 5% or more of Hovnanian’s common stock;
(ii) increase the percentage of Hovnanian’s common
stock owned directly or indirectly by a person (or public group)
owning or deemed to own 5% or more of Hovnanian’s common
stock; or (iii) create a new “public group” (as
defined in the applicable Treasury regulations). Transfers
included under the transfer restrictions include sales to
persons (or public groups) whose resulting percentage ownership
(direct or indirect) of common stock would exceed the 5%
thresholds discussed above, or to persons whose direct or
indirect ownership of common stock would by attribution cause
another person (or public group) to exceed such threshold.
Consequences of Prohibited Transfers. In
accordance with Hovnanian’s amended Certificate of
Incorporation, any direct or indirect transfer attempted in
violation of the restrictions would be void as of the date of
the purported transfer as to the purported transferee (or, in
the case of an indirect transfer, the ownership of the direct
owner of Class A Common Stock would terminate
simultaneously with the transfer), and the purported transferee
(or in the case of any indirect transfer, the direct owner)
would not be recognized as the owner of the shares owned in
violation of the restrictions for any purpose, including for
purposes of voting and receiving dividends or other
distributions in respect of such Class A Common Stock, or
in the case of options, receiving Class A Common Stock in
respect of their exercise. In this prospectus, Class A
Common Stock purportedly acquired in violation of the transfer
restrictions is referred to as “excess stock.”
In addition to the purported transfer being void as of the date
of the purported transfer, upon demand, the purported transferee
must transfer the excess stock to Hovnanian’s agent along
with any dividends or other distributions paid with respect to
such excess stock. Hovnanian’s agent is required to sell
such excess stock in an arms’ length transaction (or series
of transactions) that would not constitute a violation under the
transfer restrictions. The net proceeds of the sale, together
with any other distributions with respect to such excess stock
received by Hovnanian’s agent, after deduction of all costs
incurred by the agent, will be distributed first to the
purported transferee in an amount, if any, up to the cost (or in
the case of gift, inheritance or similar transfer, the fair
market value of the excess stock on the date of the violative
transfer) incurred by the purported transferee to acquire such
excess stock, and the balance of the proceeds, if any, will be
distributed to a charitable beneficiary. If the excess stock is
sold by the purported transferee, such person will be treated as
having sold the excess stock on behalf of the
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agent, and will be required to remit all proceeds to
Hovnanian’s agent (except to the extent Hovnanian grants
written permission to the purported transferee to retain an
amount not to exceed the amount such person otherwise would have
been entitled to retain had Hovnanian’s agent sold such
shares).
To the extent permitted by law, any stockholder who knowingly
violates the transfer restrictions will be liable for any and
all damages suffered by Hovnanian as a result of such violation,
including damages resulting from a reduction in or elimination
of the ability to utilize the NOLs and any professional fees
incurred in connection with addressing such violation.
With respect to any transfer of Class A Common Stock which
does not involve a transfer of “securities” of
Hovnanian within the meaning of the General Corporation Law of
the State of Delaware but which would cause any 5% stockholder
to violate the transfer restrictions, the following procedure
will apply in lieu of those described above. In such case, no
such 5% stockholder shall be required to dispose of any interest
that is not a security of Hovnanian, but such 5% stockholder
and/or any
person whose ownership of securities of Hovnanian is attributed
to such 5% stockholder will be deemed to have disposed of (and
will be required to dispose of) sufficient securities,
simultaneously with the transfer, to cause such 5% stockholder
not to be in violation of the transfer restrictions, and such
securities will be treated as excess stock to be disposed of
through the agent under the provisions summarized above, with
the maximum amount payable to such 5% stockholder or such other
person that was the direct holder of such excess stock from the
proceeds of sale by the agent being the fair market value of
such excess stock at the time of the prohibited transfer.
Exceptions
The Board of Directors will have the discretion to approve
transfers that would otherwise be restricted by the amended
Certificate of Incorporation and may exempt any person or group
from triggering the dilutive effect of the Rights Plan.
DESCRIPTION
OF DEPOSITARY SHARES
The following description of depositary shares representing
shares of our preferred stock sets forth certain general terms
and provisions of depositary agreements, depositary shares and
depositary receipts. The particular terms of the depositary
shares and related agreements and receipts will be described in
the prospectus supplement relating to those depositary shares.
The description set forth below and in any prospectus supplement
is not complete, and is subject to, and qualified in its
entirety by reference to, the applicable depositary agreement, a
form of which has been incorporated by reference as an exhibit
to the Registration Statement of which this prospectus forms a
part, and the depositary receipts, which will be filed as
exhibits to the Registration Statement or filed as exhibits to
one or more current reports on
Form 8-K
and incorporated by reference herein. The specific terms of the
depositary shares as described in the applicable prospectus
supplement will supplement and, if applicable, may modify or
replace the general terms described in this prospectus.
General
Hovnanian may, at its option, elect to offer fractional shares
of preferred stock, rather than full shares of preferred stock.
In such event, Hovnanian will issue receipts for depositary
shares, each of which will represent a fraction of a share of a
particular series of preferred stock.
The shares of any series of preferred stock represented by
depositary shares will be deposited under a deposit agreement
between Hovnanian and a bank or trust company selected by
Hovnanian having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000,
as preferred stock depositary. Each owner of a depositary share
will be entitled to all the rights and preferences of the
underlying preferred stock, including dividend, voting,
redemption, conversion and liquidation rights, in proportion to
the applicable fraction of a share of preferred stock
represented by such depositary share.
The depositary shares will be evidenced by depositary receipts
issued pursuant to the deposit agreement. Depositary receipts
will be distributed to the registered holder purchasing the
fractional shares of preferred stock in accordance with the
terms of the applicable prospectus supplement.
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Shares of preferred stock represented by depositary shares may
be withdrawn from the depositary arrangement upon surrender of
depositary receipts at the principal office of the preferred
stock depositary and upon payment of the taxes, charges and fees
provided for in the deposit agreement. Subject to the terms of
the deposit agreement, the holder of depositary receipts will
receive the appropriate number of shares of preferred stock and
any money or property represented by such depositary shares.
Only whole shares of preferred stock may be withdrawn; if a
holder holds an amount of depositary shares in excess of whole
shares of preferred stock, the preferred stock depositary will
deliver along with the withdrawn shares of preferred stock a new
depositary receipt evidencing the excess number of depositary
shares. Except as described in the deposit agreement, holders of
withdrawn shares of preferred stock will not be entitled to
redeposit such shares or to receive depositary shares.
Dividends
and Other Distributions
The preferred stock depositary will distribute all cash
dividends or other cash distributions received in respect of the
deposited preferred stock to the record holders of depositary
shares relating to such preferred stock in proportion to the
number of such depositary shares owned by such holders.
The preferred stock depositary will distribute any property
received by it other than cash to the record holders of
depositary shares entitled thereto. If the preferred stock
depositary determines that it is not feasible to make such
distribution, it may, with Hovnanian’s approval, sell such
property and distribute the net proceeds from such sale to such
holders.
If Hovnanian offers to the holders of a series of preferred
stock represented by the depositary shares any rights,
preferences or privileges to subscribe for or to purchase any
securities or of any other nature, the preferred stock
depositary will make such rights, preferences or privileges
available to the record holders of depositary shares either by
the issue of warrants representing such rights, preferences or
privileges or by such other method as approved by the preferred
stock depositary and Hovnanian. If the preferred stock
depositary determines that this is not lawful or feasible or if
it is instructed by a holder that such holder does not want to
exercise such rights, preferences or privileges, it may, with
Hovnanian’s approval, sell such rights, preferences or
privileges and distribute the net proceeds from such sale to the
holders of depositary shares entitled thereto.
Redemption
of Preferred Stock
If a series of preferred stock represented by depositary shares
is to be redeemed, the depositary shares will be redeemed from
the proceeds received by the preferred stock depositary
resulting from the redemption, in whole or in part, of such
series of preferred stock. The depositary shares will be
redeemed by the preferred stock depositary at a price per
depositary share equal to the applicable fraction of the
redemption price per share payable in respect of the shares of
preferred stock so redeemed.
Whenever Hovnanian redeems shares of preferred stock held by the
preferred stock depositary, the preferred stock depositary will
redeem as of the same date the number of depositary shares
representing shares of preferred stock so redeemed. If fewer
than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by the
preferred stock depositary by lot or ratably or by such other
equitable method as the preferred stock depositary may decide.
Voting
Deposited Preferred Stock
Upon receipt of notice of any meeting at which the holders of
any series of deposited preferred stock are entitled to vote,
the preferred stock depositary will mail the information
contained in such notice of meeting to the record holders of the
depositary shares relating to such series of preferred stock.
Each record holder of such depositary shares on the record date
will be entitled to instruct the preferred stock depositary to
vote the amount of the preferred stock represented by such
holder’s depositary shares. The preferred stock depositary
will endeavor, as practicable, to vote the amount of such series
of preferred stock represented by such depositary shares in
accordance with such instructions.
Hovnanian will agree to take all actions that the preferred
stock depositary may deem necessary to enable the preferred
stock depositary to vote as instructed. The preferred stock
depositary will abstain from voting shares of
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any series of preferred stock held by it for which it does not
receive specific instructions from the holders of depositary
shares representing such shares.
Changes
Affecting Preferred Stock
Upon any change in par or stated value,
split-up,
combination or any other reclassification of the series of
preferred stock represented by the depositary shares, or upon
any recapitalization, reorganization, merger, amalgamation or
consolidation affecting Hovnanian or to which it is a party, the
preferred stock depositary may in its discretion, with the
approval and instructions of Hovnanian, and in such manner as
the preferred stock depositary may deem equitable, treat any
securities which shall be received by the preferred stock
depositary in exchange for or upon conversion of or in respect
of such preferred stock as new deposited securities received in
exchange for or upon conversion or in respect of such preferred
stock and make such adjustments in:
| • | the fraction of an interest represented by one depositary share in one share of such preferred stock; and | |
| • | the ratio of the redemption price per depositary share to the redemption price of a share of such preferred stock, |
in each case as may be necessary to fully reflect the effects of
such change.
With the approval of Hovnanian, the preferred stock depositary
may execute and deliver additional depositary receipts, or may
call for the surrender of all outstanding depositary receipts to
be exchanged for new depositary receipts specifically describing
such new deposited securities.
Amendment
and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares
and any provision of the deposit agreement may at any time be
amended by agreement between Hovnanian and the preferred stock
depositary. However, any amendment that materially and adversely
alters any existing right of the holders of depositary shares
will not be effective unless such amendment has been approved by
the holders of at least a majority of the depositary shares then
outstanding. Every holder of an outstanding depositary receipt
at the time any such amendment becomes effective shall be
deemed, by continuing to hold such depositary receipt, to
consent and agree to such amendment and to be bound by the
deposit agreement, which has been amended thereby. The deposit
agreement may be terminated only if
| • | all outstanding depositary shares have been redeemed; or | |
| • | a final distribution in respect of the preferred stock has been made to the holders of depositary shares in connection with any liquidation, dissolution or winding up of Hovnanian. |
Charges
of Preferred Stock Depositary; Taxes and Other Governmental
Charges
Hovnanian will pay all transfer and other taxes and governmental
charges arising solely from the existence of the depositary
arrangements. Hovnanian also will pay charges of the depositary
in connection with the deposit of preferred stock and any
redemption of preferred stock. The amount paid as dividends or
otherwise distributable by the preferred stock depositary with
respect to the depositary shares or the underlying preferred
stock will be reduced by any amounts required to be withheld by
Hovnanian or the preferred stock depositary on account of taxes
or other governmental charges. Holders of depositary receipts
will pay other transfer and other taxes and governmental charges
and such other charges, including a fee for the withdrawal of
shares of preferred stock upon surrender of depositary receipts,
as are expressly provided in the deposit agreement to be for
their accounts. The preferred stock depositary may refuse to
make any payment or distribution, or any transfer, exchange or
withdrawal of any depositary shares or shares of preferred
stock, until such taxes or other governmental charges are paid.
Transfer,
Surrender and Exchange
Depositary receipts may be transferred, surrendered or exchanged
in accordance with the deposit agreement. The preferred stock
depositary, its agents or Hovnanian may require a holder, among
other things, to furnish appropriate endorsements and transfer
documents. The preferred stock depositary is not required to
accept deposits
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of preferred stock or to register transfers, surrenders or
exchanges of depositary shares during any period when the
register of stockholders of Hovnanian is closed or in order to
comply with any requirement of law, government or governmental
body, commission or the deposit agreement.
Resignation
and Removal of Depositary
The preferred stock depositary may resign at any time by
delivering to Hovnanian notice of its intent to do so, and
Hovnanian may at any time remove the preferred stock depositary,
any such resignation or removal to take effect upon the
appointment of a successor preferred stock depositary and its
acceptance of such appointment. Such successor preferred stock
depositary must be appointed within 60 days after delivery
of the notice of resignation or removal and must be a bank or
trust company having its principal office in the United States
and having a combined capital and surplus of at least
$50,000,000.
Miscellaneous
The preferred stock depositary will forward all reports and
communications from Hovnanian which are delivered to the
preferred stock depositary and which Hovnanian is required to
furnish to the holders of the deposited preferred stock.
Neither the preferred stock depositary nor Hovnanian will be
liable if it or Hovnanian are prevented or delayed by law or any
circumstances beyond its or Hovnanian’s control in
performing its or Hovnanian’s obligations under the deposit
agreement. Hovnanian’s obligations and the obligations of
the preferred stock depositary under the deposit agreement will
be limited to performance in good faith of Hovnanian’s and
their duties thereunder, and neither Hovnanian nor they will be
obligated to prosecute or defend any legal proceeding in respect
of any depositary shares, depositary receipts or shares of
preferred stock unless satisfactory indemnity is furnished.
Hovnanian and the preferred stock depositary may rely upon
written advice of counsel or accountants, or upon information
provided by holders of depositary receipts or other persons
believed to be competent and on documents believed to be genuine.
Concerning
the Preferred Stock Depositary
Information concerning the preferred stock depositary for a
series of preferred stock represented by depositary shares will
be set forth in the prospectus supplement relating to that
series of preferred stock. Hovnanian and certain of its
subsidiaries may maintain bank accounts, borrow money and have
other commercial banking, investment banking and other business
relationships with the preferred stock depositary and its
affiliates in the ordinary course of business. The preferred
stock depositary or its affiliates may participate as
underwriters, agents or dealers in any offering of depositary
shares.
DESCRIPTION
OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
The following description of stock purchase contracts and stock
purchase units sets forth certain general terms of the stock
purchase contracts
and/or stock
purchase units that Hovnanian may issue. The particular terms of
any stock purchase contracts or stock purchase units will be
described in the prospectus supplement relating to the stock
purchase contracts or stock purchase units. The description set
forth below and in any prospectus supplement is not complete,
and is subject to, and qualified in its entirety by reference
to, the stock purchase contracts, the collateral arrangements
and any depositary arrangements relating to such stock purchase
contracts or stock purchase units and, if applicable, the
prepaid securities and the document pursuant to which the
prepaid securities will be issued which will be filed with the
Commission promptly after the offering of such stock purchase
contracts or stock purchase units and, if applicable, prepaid
securities.
Hovnanian may issue stock purchase contracts representing
contracts obligating holders to purchase from Hovnanian and
Hovnanian to sell to the holders shares of Class A Common
Stock, shares of preferred stock or depositary shares at a
future date or dates. The price per share of Class A Common
Stock, preferred stock or depositary shares may be fixed at the
time the stock purchase contracts are issued or may be
determined by reference to a specific formula set forth in the
stock purchase contracts.
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The stock purchase contracts may be issued separately or as a
part of units, often known as stock purchase units, consisting
of a stock purchase contract and either:
| • | debt securities issued by either Hovnanian or K. Hovnanian, or |
| • | debt obligations of third parties, including U.S. Treasury securities, |
securing the holder’s obligations to purchase the
Class A Common Stock, preferred stock or depositary shares
under the stock purchase contracts. The stock purchase contracts
may require us to make periodic payments to the holders of the
stock purchase units or vice versa, and such payments may be
unsecured or prefunded on some basis. The stock purchase
contracts may require holders to secure their obligations in a
specified manner and in certain circumstances we may deliver
newly issued prepaid stock purchase contracts, often known as
prepaid securities, upon release to a holder of any collateral
securing each holder’s obligations under the original stock
purchase contract.
DESCRIPTION
OF UNITS
As specified in the applicable prospectus supplement, Hovnanian
or K. Hovnanian may issue units consisting of one or more
warrants, debt securities, shares of Class A Common Stock
or preferred stock, depositary shares or any combination of such
securities. The applicable prospectus supplement will describe:
| • | the terms of the Units and of the warrants, debt securities, common stock, depository shares and preferred stock comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately; | |
| • | a description of the terms of any unit agreement governing the units; and | |
| • | a description of the provisions for the payment, settlement, transfer or exchange or the units. |
DESCRIPTION
OF WARRANTS
The following description of the terms of the warrants sets
forth certain general terms that may apply to the warrants that
Hovnanian or K. Hovnanian may offer. The particular terms
of any warrants will be described in the applicable prospectus
supplement accompanying this prospectus. The description set
forth below and in any prospectus supplement is not complete,
and is subject to, and qualified in its entirety by reference
to, the applicable warrant agreement, a form of which has been
incorporated by reference as an exhibit to the Registration
Statement of which this prospectus forms a part. The specific
terms of warrants as described in the applicable prospectus
supplement will supplement and, if applicable, may modify or
replace the general terms described in this prospectus.
Hovnanian may issue warrants, including warrants to purchase
Class A Common Stock, preferred stock or Depositary Shares
and warrants to purchase Hovnanian Debt Securities.
K. Hovnanian may issue warrants to purchase
K. Hovnanian Debt Securities. All obligations of
K. Hovnanian under the K. Hovnanian warrants will be
fully and unconditionally guaranteed by Hovnanian. Warrants may
be issued independently of or together with any other securities
and may be attached to or separate from such securities.
Obligations of Hovnanian and K. Hovnanian under the
warrants may be guaranteed by the subsidiary guarantors. Each
series of warrants will be issued under a separate warrant
agreement, each a “warrant agreement” to be entered
into among Hovnanian
and/or
K. Hovnanian and any subsidiary guarantors and a warrant
agent, the “warrant agent”. The warrant agent will act
solely as an agent of Hovnanian
and/or
K. Hovnanian in connection with the warrants of that series
and will not assume any obligation or relationship of agency or
trust for or with holders or beneficial owners of warrants. The
following describes some general terms and provisions of the
warrants offered hereby. Further terms of the warrants and the
applicable warrant agreement will be described in the applicable
prospectus supplement.
The applicable prospectus supplement will describe the following
terms, where applicable, of the warrants in respect of which
this prospectus is being delivered:
| • | the title of the warrants; |
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| • | the aggregate number of the warrants; | |
| • | the price or prices at which the warrants will be issued; | |
| • | the designation, aggregate principal amount and terms of the securities purchasable upon exercise of the warrants; | |
| • | the designation and terms of the securities with which the warrants are issued and the number of the warrants issued with each such security; | |
| • | if applicable, the date on and after which the warrants and the related securities will be separately transferable; | |
| • | the price at which the securities purchasable upon exercise of the warrants may be purchased, and any provisions for changes to or adjustments in such exercise price; | |
| • | the date on which the right to exercise the warrants will commence and the date on which the right will expire; | |
| • | the minimum or maximum amount of the warrants that may be exercised at any one time; | |
| • | information with respect to book-entry procedures, if any; | |
| • | a discussion of certain United States Federal income tax considerations; and | |
| • | any other terms of the warrants, including terms, procedures and limitations relating to the exercise of the warrants. |
PLAN OF
DISTRIBUTION
Hovnanian and K. Hovnanian may sell the securities to or
through underwriters or dealers, and also may sell the offered
securities directly to one or more other purchasers or through
agents. The applicable prospectus supplement will list the names
of any underwriters or agents involved in the sale of the
offered securities and any applicable commissions or discounts,
and will also describe the method of distribution of the
securities offered thereby, the purchase price and the proceeds
to be received from the sale, and any securities exchanges on
which the securities of such series may be listed.
Hovnanian, K. Hovnanian or any of their agents may directly
solicit offers to purchase these securities. The applicable
prospectus supplement will name any agent, who may be deemed to
be an underwriter as that term is defined in the Securities Act,
involved in the offer or sale of the securities in respect of
which this prospectus is delivered, and will set forth any
commissions payable to that agent by Hovnanian or
K. Hovnanian, as the case may be. Unless otherwise
indicated in the prospectus supplement, any such agency will be
acting in a best efforts basis for the period of its appointment
(ordinarily five business days or less). Agents, dealers and
underwriters may be customers of, engage in transactions with,
or perform services for Hovnanian or K. Hovnanian in the
ordinary course of business.
If Hovnanian or K. Hovnanian utilizes an underwriter or
underwriters in the sale, they will execute an underwriting
agreement with such underwriters at the time of sale to them and
will set forth in the applicable prospectus supplement the names
of the underwriters and the terms of the transaction. The
underwriters will use the prospectus supplement to make releases
of the securities in respect of which this prospectus is
delivered to the public.
If Hovnanian or K. Hovnanian utilizes a dealer in the sale
of the securities in respect of which this prospectus is
delivered, Hovnanian or K. Hovnanian, as the case may be,
will sell the securities to the dealer, as principal. The dealer
may then resell the securities to the public at varying prices
to be determined by the dealer at the time of resale. The
prospectus supplement will set forth the name of the dealer and
the terms of the transaction.
Underwriters, dealers or agents may offer and sell the offered
securities at a fixed price or prices, which may be changed, or
from time to time at market prices prevailing at the time of
sale, at prices related to the prevailing market prices or at
negotiated prices. In connection with the sale of the
securities, underwriters or agents may be deemed to
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have received compensation from Hovnanian or K. Hovnanian
in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of the securities for
whom they may act as agent. Underwriters or agents may sell the
securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or
commissions from the underwriters or commissions from the
purchasers for whom they may act as agent.
The preferred stock, depositary shares, debt securities, stock
purchase contracts, stock purchase units, units and warrants,
when first issued, will have no established trading market. Any
underwriters or agents to or through whom offered securities are
sold by Hovnanian or K. Hovnanian for public offering and
sale may make a market in such offered securities, but the
underwriters or agents will not be obligated to do so and may
discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market
for any offered securities. The applicable prospectus supplement
set forth whether or not underwriters or agents may over-allot
or effect transactions that stabilize, maintain or otherwise
affect the market price of debt securities offered thereby at
levels above those that might otherwise prevail in the open
market, including, for example, by entering stabilizing bids,
effecting syndicate covering transactions or imposing penalty
bids.
Any underwriters, dealers or agents participating in the
distribution of the offered securities may be deemed to be
underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the offered
securities may be deemed to be underwriting discounts and
commissions under the Securities Act. Underwriters, dealers or
agents may be entitled, under agreements entered into with
Hovnanian or K. Hovnanian, to indemnification against or
contribution toward certain civil liabilities, including
liabilities under the Securities Act.
If so indicated in the prospectus supplement, Hovnanian or
K. Hovnanian will authorize underwriters or other persons
acting as its or their agents to solicit offers by certain
institutions to purchase securities from it or them pursuant to
contracts providing for payment and delivery on a future date.
Institutions with which contracts may be made include commercial
and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions
and others, but in all cases will be subject to the condition
that the purchase of the securities will not at the time of
delivery be prohibited under the laws of the jurisdiction to
which such purchaser is subject. The underwriters and agents
will not have any responsibility in respect of the validity or
performance of such contracts.
The applicable prospectus supplement will set forth the place
and time of delivery for the securities in respect of which this
prospectus is delivered.
LEGAL
MATTERS
Certain legal matters with respect to the validity of the
offered securities will be passed upon for Hovnanian and
K. Hovnanian by Simpson Thacher & Bartlett LLP,
New York, New York, and will also be passed upon for
K. Hovnanian by Peter S. Reinhart, Esq., Senior
Vice-President and General Counsel for Hovnanian and
K. Hovnanian. Peter S. Reinhart, Esq., beneficially
owns, directly and indirectly, less than 1% of the common stock
of Hovnanian, which does not include any shares of common stock
over which Mr. Reinhart may have investment or voting power
in his capacity as trustee of a trust in which he has no
financial interest. Certain legal matters in connection with the
offered securities may also be passed upon for any agents or
underwriters by counsel specified in the prospectus supplement.
EXPERTS
The consolidated financial statements as of October 31,
2010 and 2009, and for the years then ended incorporated by
reference in this prospectus from Hovnanian’s Amendment
No. 1 to Annual Report on
Form 10-K/A
for the year ended October 31, 2010 and the effectiveness
of Hovnanian’s internal control over financial reporting as
of October 31, 2010, have been audited by
Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports, which are
incorporated herein by reference. Such consolidated financial
statements have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts in
accounting and auditing.
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The consolidated financial statements of Hovnanian Enterprises,
Inc. for the year ended October 31, 2008 appearing in
Hovnanian Enterprises, Inc.’s Amendment No. 1 to the
Annual Report
(Form 10-K/A) for
the year ended October 31, 2010 have been audited by
Ernst & Young LLP, independent registered public
accounting firm, 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.
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PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
| Item 14. | Other Expenses of Issuance and Distribution. |
The estimated expenses payable by us in connection with the
offering of the securities being registered hereby are as
follows:
| Total | ||||
|
Registration Fee
|
$ | 14,260 | ** | |
|
Trustee’s Fees and Expenses*
|
* | |||
|
Transfer Agent’s Fees*
|
* | |||
|
Rating Agency Fees*
|
* | |||
|
FINRA Filing Fees*
|
* | |||
|
Listing Fees*
|
* | |||
|
Legal fees and expenses*
|
* | |||
|
Blue Sky fees and expenses*
|
* | |||
|
Accounting fees and expenses*
|
* | |||
|
Printing and duplicating expenses*
|
* | |||
|
Miscellaneous expenses*
|
* | |||
|
Total
|
$ | * | ||
| * | Estimated expenses are not presently known. The applicable prospectus supplement or one or more Current Reports on Form 8-K, which will be incorporated by reference, will set forth the estimated amount of such expenses payable in respect of any offering of securities. |
| ** | Previously paid |
| 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 FOUR of Hovnanian’s Restated By-Laws contains
the following provisions with respect to indemnification:
The Corporation shall indemnify any current or former Director
or officer of the Corporation and his heirs, executors and
administrators, and may, at the discretion of the Board of
Directors, indemnify any current or former employee or, agent of
the Corporation and his heirs, executors and administers,
against all expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and
reasonable incurred by him or by his heirs, executors and
administrators in connection with any threatened, pending or
completed action, suit or proceeding (brought by or in tire
right of the Corporation or otherwise), whether civil, criminal,
administrative or investigative, and whether formal or informal,
including appeals, to which he was or is a party or is
threatened to be made a party by reason of his current or former
position with the Corporation or by reason
II-1
Table of Contents
of the fact that he is or was serving, at the request of the
Corporation, as a director, officer, partner, trustee, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise.
K. Hovnanian is a California corporation. Section 317
of the California Corporations Code provides that a corporation
has the power to indemnify any person who was or is a party or
is threatened to be made a party to any proceeding, other than
in an action by or on behalf of the corporation to obtain a
favorable judgment for itself, because such person is or was an
agent of the corporation, against expenses actually and
reasonably incurred in connection with the proceeding, if the
person acted in good faith and in a manner the person reasonably
believed to be in the best interests of the corporation and, in
the case of criminal proceedings, had no reasonable cause to
believe that the conduct was unlawful. In the case of suits by
or on behalf of a corporation to obtain a judgment in its favor,
a corporation has the power to indemnify any person who was or
is a party or is threatened to be made a party to such
proceeding because such person is or was the corporation’s
agent, against expenses actually and reasonably incurred if the
person acted in good faith in a manner the person believed to be
in the best interests of the corporation and its shareholders,
except that no such indemnification may be made for claims as to
which the person shall have been adjudged to be liable to the
corporation in the performance of that person’s duty to the
corporation, unless and then only to the extent a court
determines otherwise.
Article SEVENTH of K. Hovnanian’s By-Laws contain
the following provisions with respect to indemnification:
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to 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 the fact
that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
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. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which he 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 reasonable
cause to believe that his conduct was unlawful.
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys’ fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation; provided,
however, that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable for gross negligence or willful misconduct
to the Corporation unless and only to the extent that the court
in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the
court shall deem proper.
Any indemnification pursuant to the provisions above shall be
made by the Corporation unless a determination (as provided for
in the bylaws) is made that indemnification is not proper
because the person has not met the applicable standards of
conduct as set forth therein.
Hovnanian maintains a liability insurance policy providing
coverage for its directors and officers, the directors and
officers of K. Hovnanian and the directors and officers of
certain of its other subsidiaries in an amount up to $50,000,000.
II-2
Table of Contents
| Item 16. | Exhibits. |
See Index to Exhibits.
| Item 17. | Undertakings. |
The undersigned Registrants hereby undertake:
(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
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 paragraphs (1)(i), (1)(ii) and
(1)(iii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the
Registrants 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, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of
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.
(4) That, for the purpose of determining liability under
the Securities Act to any purchaser:
(i) each prospectus filed by the Registrants pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(ii) each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of the
registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule 415(a)(1)(i),
(vii) or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act
shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in
the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with
II-3
Table of Contents
a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining liability of a
Registrant under the Securities Act to any purchaser in the
initial distribution of the securities, the undersigned
Registrant undertakes that in a primary offering of securities
of an undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used
or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned Registrant or its securities provided by or on
behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser.
(6) The undersigned Registrant hereby undertakes that for
the 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
Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to section 15(d)
of the 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.
(7) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrants pursuant to the
provisions set forth in response to Item 15, or otherwise,
the Registrants have 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 Registrants of expenses incurred or paid by a director,
officer or controlling person of the Registrants 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 Registrants
will, unless in the opinion of their 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.
II-4
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, K. Hovnanian Enterprises, Inc. 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 April 7, 2011.
K. HOVNANIAN ENTERPRISES, INC.
| By: |
/s/ J.
Larry Sorsby
|
J. Larry Sorsby
Executive Vice President and
Chief Financial Officer
POWER OF
ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints J. Larry Sorsby, Paul W. Buchanan and David
Valiaveedan, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power
of substitution and resubstitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this Registration Statement, including any filings pursuant to
Rule 462(b) under the Securities Act of 1933, as amended,
and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform each and every act and anything necessary to be done, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or
his substitute, or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities indicated on April 7,
2011.
|
Signature
|
Title
|
|||
|
/s/ Ara
K. Hovnanian Ara K. Hovnanian |
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | |||
|
/s/ Brad O’Connor Brad O’Connor |
Vice President, Corporate Controller and Director (Principal Accounting Officer) |
|||
|
/s/ Walter
Miller Walter Miller |
Director | |||
|
/s/ J.
Larry Sorsby J. Larry Sorsby |
Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) | |||
|
/s/ John
F. Davis John F. Davis |
Assistant Secretary and Director | |||
|
/s/ Joseph
Killinger Joseph Killinger |
Vice President and Director | |||
|
John Jessup |
Vice President and Director | |||
II-5
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Hovnanian Enterprises, Inc. 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 April 7, 2011.
HOVNANIAN ENTERPRISES, INC.
| By: |
/s/ J.
Larry Sorsby
|
J. Larry Sorsby
Executive Vice President and
Chief Financial Officer
POWER OF
ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints J. Larry Sorsby, Paul W. Buchanan and David
Valiaveedan, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power
of substitution and resubstitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this Registration Statement, including any filings pursuant to
Rule 462(b) under the Securities Act of 1933, as amended,
and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform each and every act and anything necessary to be done, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or
his substitute, or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities indicated on April 7,
2011.
|
Signature
|
Title
|
|||
|
/s/ Ara
K. Hovnanian Ara K. Hovnanian |
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) | |||
|
/s/ J.
Larry Sorsby J. Larry Sorsby |
Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) | |||
|
/s/ Paul
W. Buchanan Paul W. Buchanan |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
|||
|
/s/ Joseph
A. Marengi Joseph A. Marengi |
Director | |||
|
/s/ Robert
B. Coutts Robert B. Coutts |
Director | |||
|
/s/ Edward
A. Kangas Edward A. Kangas |
Director | |||
|
/s/ John
J. Robbins John J. Robbins |
Director | |||
|
/s/ Stephen
D. Weinroth Stephen D. Weinroth |
Director | |||
II-6
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, K. HOV IP, Inc. 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 April 7, 2011.
K. HOV IP, INC.
| By: |
/s/ J. Larry
Sorsby
|
J. Larry Sorsby
Executive Vice President and
Chief Financial Officer
POWER OF
ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints J. Larry Sorsby, Paul W. Buchanan and David
Valiaveedan, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power
of substitution and resubstitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this Registration Statement, including any filings pursuant to
Rule 462(b) under the Securities Act of 1933, as amended,
and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform each and every act and anything necessary to be done, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or
his substitute, or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities indicated on April 7,
2011.
|
Signature
|
Title
|
|||
|
/s/ Ara
K. Hovnanian Ara K. Hovnanian |
President (Principal Executive Officer) | |||
|
/s/ J.
Larry Sorsby J. Larry Sorsby |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||
|
/s/ Walter
Miller Walter Miller |
Director | |||
|
/s/ Brad
O’Connor Brad O’Connor |
Vice President, Corporate Controller and Director (Principal Accounting Officer) |
|||
|
/s/ John
F. Davis John F. Davis |
Director | |||
|
John Jessup |
Director | |||
|
/s/ Marcia
Wines Marcia Wines |
Vice President — Tax and Director | |||
II-7
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, K. HOV IP, II, Inc. 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 April 7, 2011.
K. HOV IP, II, INC.
| By: |
/s/ J. Larry
Sorsby
|
J. Larry Sorsby
Executive Vice President and
Chief Financial Officer
POWER OF
ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints J. Larry Sorsby, Paul W. Buchanan and David
Valiaveedan, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power
of substitution and resubstitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this Registration Statement, including any filings pursuant to
Rule 462(b) under the Securities Act of 1933, as amended,
and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform each and every act and anything necessary to be done, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or
his substitute, or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities indicated on April 7,
2011.
|
Signature
|
Title
|
|||
|
/s/ Ara
K. Hovnanian Ara K. Hovnanian |
President (Principal Executive Officer) |
|||
|
/s/ J.
Larry Sorsby J. Larry Sorsby |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|||
|
/s/ Walter
Miller Walter Miller |
Director | |||
|
/s/ Brad
O’Connor Brad O’Connor |
Vice President, Corporate Controller and Director (Principal Accounting Officer) |
|||
|
/s/ John
F. Davis John F. Davis |
Director | |||
|
John Jessup |
Director | |||
|
/s/ Marcia
Wines Marcia Wines |
Vice President — Tax and Director | |||
II-8
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, each of the Registrants, as listed on the attached
Schedule of Subsidiary Registrants, 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 April 7, 2011.
REGISTRANTS (as listed on the attached Schedule of Subsidiary
Registrants)
| By: |
/s/ J.
Larry Sorsby
|
J. Larry Sorsby
Executive Vice President and
Chief Financial Officer
POWER OF
ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints J. Larry Sorsby, Paul W. Buchanan and David
Valiaveedan, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power
of substitution and resubstitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this Registration Statement, including any filings pursuant to
Rule 462(b) under the Securities Act of 1933, as amended,
and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform each and every act and anything necessary to be done, as
fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or
his substitute, or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons on the date and in the capacities indicated on
April 7, 2011.
|
Signature
|
Title
|
|||
|
/s/ Ara
K. Hovnanian Ara K. Hovnanian |
Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) | |||
|
/s/ Paul
W. Buchanan Paul W. Buchanan |
Senior Vice President and Chief Accounting Officer and Director (Principal Accounting Officer) | |||
|
/s/ Peter
S. Reinhart Peter S. Reinhart |
Senior Vice President, General Counsel and Director | |||
|
/s/ J.
Larry Sorsby J. Larry Sorsby |
Executive Vice President, Chief Financial Officer, and Director (Principal Financial Officer) | |||
II-9
Table of Contents
SCHEDULE OF
SUBSIDIARY REGISTRANTS
Exact
Name of Registrant As Specified in Its Charter
AUDDIE ENTERPRISES, L.L.C.
BUILDER SERVICES NJ, L.L.C.
BUILDER SERVICES NY, L.L.C.
BUILDER SERVICES PA, L.L.C.
DULLES COPPERMINE, L.L.C.
EASTERN NATIONAL TITLE AGENCY, LLC
EASTERN TITLE AGENCY, INC.
F&W MECHANICAL SERVICES, L.L.C.
FOUNDERS TITLE AGENCY OF MARYLAND, L.L.C.
FOUNDERS TITLE AGENCY, INC.
GOVERNOR’S ABSTRACT CO., INC.
HOMEBUYERS FINANCIAL SERVICES, L.L.C.
HOVNANIAN DEVELOPMENTS OF FLORIDA, INC.
HOVNANIAN LAND INVESTMENT GROUP OF CALIFORNIA, L.L.C.
HOVNANIAN LAND INVESTMENT GROUP OF FLORIDA, L.L.C.
HOVNANIAN LAND INVESTMENT GROUP OF GEORGIA, L.L.C.
HOVNANIAN LAND INVESTMENT GROUP OF MARYLAND, L.L.C.
HOVNANIAN LAND INVESTMENT GROUP OF NEW JERSEY, L.L.C.
HOVNANIAN LAND INVESTMENT GROUP OF NORTH CAROLINA, L.L.C.
HOVNANIAN LAND INVESTMENT GROUP OF TEXAS LLC
HOVNANIAN LAND INVESTMENT GROUP OF VIRGINIA, L.L.C.
HOVNANIAN LAND INVESTMENT GROUP, L.L.C.
K. HOV INTERNATIONAL, INC.
K. HOVNANIAN ACQUISITIONS, INC.
K. HOVNANIAN AT 4S, LLC
K. HOVNANIAN AT ACQUA VISTA, LLC
K. HOVNANIAN AT ALISO, LLC
K. HOVNANIAN AT ALLENTOWN, L.L.C.
K. HOVNANIAN AT ALMOND ESTATES, LLC
K. HOVNANIAN AT ANDALUSIA, LLC
K. HOVNANIAN AT ARBOR HEIGHTS, LLC
K. HOVNANIAN AT AVENUE ONE, L.L.C.
K. HOVNANIAN AT BAKERSFIELD 463, L.L.C.
K. HOVNANIAN AT BARNEGAT I, L.L.C.
K. HOVNANIAN AT BARNEGAT II, L.L.C.
K. HOVNANIAN AT BELLA LAGO, LLC
K. HOVNANIAN AT BENSALEM, LLC
K. HOVNANIAN AT BERKELEY, L.L.C.
K. HOVNANIAN AT BERNARDS V, L.L.C.
K. HOVNANIAN AT BLUE HERON PINES, L.L.C.
K. HOVNANIAN AT BRANCHBURG, L.L.C.
K. HOVNANIAN AT BRIDGEPORT, INC.
K. HOVNANIAN AT BRIDGEWATER I, L.L.C.
K. HOVNANIAN AT BROAD AND WALNUT, L.L.C.
K. HOVNANIAN AT CALABRIA, INC.
K. HOVNANIAN AT CAMDEN I, L.L.C.
K. HOVNANIAN AT CAMERON CHASE, INC.
K. HOVNANIAN AT CAMP HILL, L.L.C.
K. HOVNANIAN AT CAPISTRANO, L.L.C.
K. HOVNANIAN AT CARLSBAD, LLC
II-10
Table of Contents
K. HOVNANIAN AT CARMEL DEL MAR, INC.
K. HOVNANIAN AT CARMEL VILLAGE, LLC
K. HOVNANIAN AT CASTILE, INC.
K. HOVNANIAN AT CEDAR GROVE III, L.L.C.
K. HOVNANIAN AT CEDAR GROVE V, L.L.C.
K. HOVNANIAN AT CHAPARRAL, INC.
K. HOVNANIAN AT CHARTER WAY, LLC
K. HOVNANIAN AT CHESTER I, L.L.C.
K. HOVNANIAN AT CHESTERFIELD, L.L.C.
K. HOVNANIAN AT CIELO, L.L.C.
K. HOVNANIAN AT CLIFTON, L.L.C.
K. HOVNANIAN AT COASTLINE, L.L.C.
K. HOVNANIAN AT CORTEZ HILL, LLC
K. HOVNANIAN AT CRANBURY, L.L.C.
K. HOVNANIAN AT CRESTLINE, INC.
K. HOVNANIAN AT CURRIES WOODS, L.L.C.
K. HOVNANIAN AT DENVILLE, L.L.C.
K. HOVNANIAN AT DEPTFORD TOWNSHIP, L.L.C.
K. HOVNANIAN AT DOMINGUEZ HILLS, INC.
K. HOVNANIAN AT DOVER, L.L.C.
K. HOVNANIAN AT EAST BRANDYWINE, L.L.C.
K. HOVNANIAN AT EASTLAKE, LLC
K. HOVNANIAN AT EDGEWATER II, L.L.C.
K. HOVNANIAN AT EDGEWATER, L.L.C.
K. HOVNANIAN AT EGG HARBOR TOWNSHIP II, L.L.C.
K. HOVNANIAN AT EGG HARBOR TOWNSHIP, L.L.C.
K. HOVNANIAN AT EL DORADO RANCH II, L.L.C.
K. HOVNANIAN AT EL DORADO RANCH, L.L.C.
K. HOVNANIAN AT ELK TOWNSHIP, L.L.C.
K. HOVNANIAN AT ENCINITAS RANCH, LLC
K. HOVNANIAN AT EVERGREEN, L.L.C.
K. HOVNANIAN AT EWING, L.L.C.
K. HOVNANIAN AT EWING II, LLC
K. HOVNANIAN AT FAIR OAKS, L.L.C.
K. HOVNANIAN AT FIDDYMENT RANCH, LLC
K. HOVNANIAN AT FIFTH AVENUE, L.L.C.
K. HOVNANIAN AT FLORENCE I, L.L.C.
K. HOVNANIAN AT FLORENCE II, L.L.C.
K. HOVNANIAN AT FOREST MEADOWS, L.L.C.
K. HOVNANIAN AT FRANKLIN, L.L.C.
K. HOVNANIAN AT FRANKLIN II, L.L.C.
K. HOVNANIAN AT FREEHOLD TOWNSHIP, L.L.C.
K. HOVNANIAN AT FRESNO, LLC
K. HOVNANIAN AT GASLAMP SQUARE, L.L.C.
K. HOVNANIAN AT GILROY, LLC
K. HOVNANIAN AT GREAT NOTCH, L.L.C.
K. HOVNANIAN AT GRIDLEY, LLC
K. HOVNANIAN AT GUTTENBERG, L.L.C.
K. HOVNANIAN AT HACKETTSTOWN II, L.L.C.
K. HOVNANIAN AT HAMBURG CONTRACTORS, L.L.C.
K. HOVNANIAN AT HAMBURG, L.L.C.
K. HOVNANIAN AT HAWTHORNE, L.L.C.
K. HOVNANIAN AT HAZLET, L.L.C.
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K. HOVNANIAN AT HERSHEY’S MILL, INC.
K. HOVNANIAN AT HIGHLAND SHORES, L.L.C.
K. HOVNANIAN AT HIGHLAND VINEYARDS, INC.
K. HOVNANIAN AT HILLTOP, L.L.C.
K. HOVNANIAN AT HOWELL, LLC
K. HOVNANIAN AT HUDSON POINTE, L.L.C.
K. HOVNANIAN AT JACKSON I, L.L.C.
K. HOVNANIAN AT JACKSON, L.L.C.
K. HOVNANIAN AT JAEGER RANCH, LLC
K. HOVNANIAN AT JERSEY CITY IV, L.L.C.
K. HOVNANIAN AT JERSEY CITY V URBAN RENEWAL COMPANY, L.L.C.
K. HOVNANIAN AT KEYPORT, L.L.C.
K. HOVNANIAN AT KING FARM, L.L.C.
K. HOVNANIAN AT LA COSTA GREENS, L.L.C.
K. HOVNANIAN AT LA COSTA, LLC
K. HOVNANIAN AT LA HABRA KNOLLS, LLC
K. HOVNANIAN AT LA LAGUNA, L.L.C.
K. HOVNANIAN AT LA PAZ, LLC
K. HOVNANIAN AT LA TERRAZA, INC.
K. HOVNANIAN AT LAFAYETTE ESTATES, L.L.C.
K. HOVNANIAN AT LAKE RANCHO VIEJO, LLC
K. HOVNANIAN AT LAKE TERRAPIN, L.L.C.
K. HOVNANIAN AT LANDMARK, LLC
K. HOVNANIAN AT LARKSPUR, LLC
K. HOVNANIAN AT LAWRENCE V, L.L.C.
K. HOVNANIAN AT LEE SQUARE, L.L.C.
K. HOVNANIAN AT LINWOOD, L.L.C.
K. HOVNANIAN AT LITTLE EGG HARBOR CONTRACTORS, L.L.C.
K. HOVNANIAN AT LITTLE EGG HARBOR III, L.L.C.
K. HOVNANIAN AT LITTLE EGG HARBOR TOWNSHIP II, L.L.C.
K. HOVNANIAN AT LITTLE EGG HARBOR, L.L.C.
K. HOVNANIAN AT LIVE OAK II, LLC
K. HOVNANIAN AT LONG BRANCH I, L.L.C.
K. HOVNANIAN AT LOWER MACUNGIE TOWNSHIP I, L.L.C.
K. HOVNANIAN AT LOWER MACUNGIE TOWNSHIP II, L.L.C.
K. HOVNANIAN AT LOWER MAKEFIELD TOWNSHIP I, L.L.C.
K. HOVNANIAN AT LOWER MORELAND I, L.L.C.
K. HOVNANIAN AT LOWER MORELAND II, L.L.C.
K. HOVNANIAN AT LOWER MORELAND III, L.L.C.
K. HOVNANIAN AT MACUNGIE, L.L.C.
K. HOVNANIAN AT MAHWAH VI, INC.
K. HOVNANIAN AT MALAN PARK, L.L.C.
K. HOVNANIAN AT MANALAPAN III, L.L.C.
K. HOVNANIAN AT MANSFIELD I, L.L.C.
K. HOVNANIAN AT MANSFIELD II, L.L.C.
K. HOVNANIAN AT MANSFIELD III, L.L.C.
K. HOVNANIAN AT MANTECA, LLC
K. HOVNANIAN AT MAPLE AVENUE, L.L.C.
K. HOVNANIAN AT MARLBORO TOWNSHIP IX, L.L.C.
K. HOVNANIAN AT MARLBORO TOWNSHIP V, L.L.C.
K. HOVNANIAN AT MARLBORO TOWNSHIP VIII, L.L.C.
K. HOVNANIAN AT MARLBORO VI, L.L.C.
K. HOVNANIAN AT MARLBORO VII, L.L.C.
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K. HOVNANIAN AT MATSU, L.L.C.
K. HOVNANIAN AT MELANIE MEADOWS, LLC
K. HOVNANIAN AT MENDHAM TOWNSHIP, L.L.C.
K. HOVNANIAN AT MENIFEE, LLC
K. HOVNANIAN AT MIDDLE TOWNSHIP II, L.L.C.
K. HOVNANIAN AT MIDDLE TOWNSHIP, L.L.C.
K. HOVNANIAN AT MIDDLETOWN II, L.L.C.
K. HOVNANIAN AT MILLVILLE I, L.L.C.
K. HOVNANIAN AT MILLVILLE II, L.L.C.
K. HOVNANIAN AT MONROE II, INC.
K. HOVNANIAN AT MONROE IV, L.L.C.
K. HOVNANIAN AT MONROE NJ, L.L.C.
K. HOVNANIAN AT MONTVALE, L.L.C.
K. HOVNANIAN AT MONTVALE II, LLC
K. HOVNANIAN AT MOSAIC, LLC
K. HOVNANIAN AT MT. OLIVE TOWNSHIP, L.L.C.
K. HOVNANIAN AT MUIRFIELD, LLC
K. HOVNANIAN AT NEW BRUNSWICK URBAN RENEWAL, L.L.C.
K. HOVNANIAN AT NEW WINDSOR, L.L.C.
K. HOVNANIAN AT NORTH BERGEN. L.L.C.
K. HOVNANIAN AT NORTH BRUNSWICK VI, L.L.C.
K. HOVNANIAN AT NORTH CALDWELL II, L.L.C.
K. HOVNANIAN AT NORTH CALDWELL III, L.L.C.
K. HOVNANIAN AT NORTH CALDWELL IV, L.L.C.
K. HOVNANIAN AT NORTH CALDWELL, L.L.C.
K. HOVNANIAN AT NORTH HALEDON, L.L.C.
K. HOVNANIAN AT NORTH WILDWOOD, L.L.C.
K. HOVNANIAN AT NORTHAMPTON, L.L.C.
K. HOVNANIAN AT NORTHERN WESTCHESTER, INC.
K. HOVNANIAN AT NORTHFIELD, L.L.C.
K. HOVNANIAN AT NORTHLAKE, INC.
K. HOVNANIAN AT OCEAN TOWNSHIP, INC.
K. HOVNANIAN AT OCEAN WALK, INC.
K. HOVNANIAN AT OCEANPORT, L.L.C.
K. HOVNANIAN AT OLD BRIDGE, L.L.C.
K. HOVNANIAN AT OLDE ORCHARD, LLC
K. HOVNANIAN AT PACIFIC BLUFFS, LLC
K. HOVNANIAN AT PARAMUS, L.L.C.
K. HOVNANIAN AT PARK LANE, LLC
K. HOVNANIAN AT PARKSIDE, LLC
K. HOVNANIAN AT PARSIPPANY, L.L.C.
K. HOVNANIAN AT PARSIPPANY-TROY HILLS, L.L.C.
K. HOVNANIAN AT PERKIOMEN II, INC.
K. HOVNANIAN AT PHILADELPHIA II, L.L.C.
K. HOVNANIAN AT PHILADELPHIA III, L.L.C.
K. HOVNANIAN AT PHILADELPHIA IV, L.L.C.
K. HOVNANIAN AT PIAZZA D’ORO, L.L.C.
K. HOVNANIAN AT PIAZZA SERENA, L.L.C.
K. HOVNANIAN AT PITTSGROVE, L.L.C.
K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL IV, L.L.C.
K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL V, L.L.C.
K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL VI, L.L.C.
K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL VII, L.L.C.
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K. HOVNANIAN AT PORT IMPERIAL URBAN RENEWAL VIII, L.L.C.
K. HOVNANIAN AT POSITANO, LLC
K. HOVNANIAN AT PRADO, L.L.C.
K. HOVNANIAN AT RANCHO 79, LLC
K. HOVNANIAN AT RANCHO CRISTIANITOS, INC.
K. HOVNANIAN AT RANCHO SANTA MARGARITA, LLC
K. HOVNANIAN AT RANDOLPH I, L.L.C.
K. HOVNANIAN AT RAPHO, L.L.C.
K. HOVNANIAN AT READINGTON II, L.L.C.
K. HOVNANIAN AT RED BANK, L.L.C.
K. HOVNANIAN AT RIDGEMONT, L.L.C.
K. HOVNANIAN AT RIVERBEND, LLC
K. HOVNANIAN AT RIVERCREST, LLC
K. HOVNANIAN AT RODERUCK, L.L.C.
K. HOVNANIAN AT ROSEMARY LANTANA, L.L.C.
K. HOVNANIAN AT ROWLAND HEIGHTS, LLC
K. HOVNANIAN AT SAGE, L.L.C.
K. HOVNANIAN AT SAN SEVAINE, INC.
K. HOVNANIAN AT SANTA FE SPRINGS, LLC
K. HOVNANIAN AT SANTA NELLA, LLC
K. HOVNANIAN AT SARATOGA, INC.
K. HOVNANIAN AT SAWMILL, INC.
K. HOVNANIAN AT SAYREVILLE, L.L.C.
K. HOVNANIAN AT SHELDON GROVE, LLC
K. HOVNANIAN AT SHREWSBURY, LLC
K. HOVNANIAN AT SCOTCH PLAINS, L.L.C.
K. HOVNANIAN AT SIERRA ESTATES, LLC
K. HOVNANIAN AT SILVER SPRING, L.L.C.
K. HOVNANIAN AT SKYE ISLE, LLC
K. HOVNANIAN AT SMITHVILLE III, L.L.C.
K. HOVNANIAN AT SMITHVILLE, INC
K. HOVNANIAN AT SOMERS POINT, L.L.C.
K. HOVNANIAN AT SOUTH BRUNSWICK, L.L.C.
K. HOVNANIAN AT SOUTH BRUNSWICK II, LLC
K. HOVNANIAN AT SPARTA, L.L.C.
K. HOVNANIAN AT SPRINGCO, L.L.C.
K. HOVNANIAN AT STANTON, LLC
K. HOVNANIAN AT STATION SQUARE, L.L.C.
K. HOVNANIAN AT STONE CANYON, INC.
K. HOVNANIAN AT SUNRIDGE PARK, LLC
K. HOVNANIAN AT SUNSETS, LLC
K. HOVNANIAN AT SYCAMORE, INC.
K. HOVNANIAN AT TEANECK, L.L.C.
K. HOVNANIAN AT THE CLIFFS, LLC
K. HOVNANIAN AT THE CROSBY, LLC
K. HOVNANIAN AT THE GABLES, LLC
K. HOVNANIAN AT THE MONARCH, L.L.C.
K. HOVNANIAN AT THE PRESERVE, LLC
K. HOVNANIAN AT THOMPSON RANCH, LLC
K. HOVNANIAN AT THORNBURY, INC.
K. HOVNANIAN AT TRAIL RIDGE, LLC
K. HOVNANIAN AT TRENTON, L.L.C.
K. HOVNANIAN AT TROVATA, INC.
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K. HOVNANIAN AT UNION TOWNSHIP I, INC.
K. HOVNANIAN AT UPPER FREEHOLD TOWNSHIP II, L.L.C.
K. HOVNANIAN AT UPPER FREEHOLD TOWNSHIP III, L.L.C.
K. HOVNANIAN AT UPPER MAKEFIELD I, INC.
K. HOVNANIAN AT UPPER UWCHLAN II, L.L.C.
K. HOVNANIAN AT UPPER UWCHLAN, L.L.C.
K. HOVNANIAN AT VAIL RANCH, INC.
K. HOVNANIAN AT VALLE DEL SOL, LLC
K. HOVNANIAN AT VERONA URBAN RENEWAL, L.L.C.
K. HOVNANIAN AT VICTORVILLE, L.L.C.
K. HOVNANIAN AT VINELAND, L.L.C.
K. HOVNANIAN AT VISTA DEL SOL, L.L.C.
K. HOVNANIAN AT WANAQUE, L.L.C.
K. HOVNANIAN AT WARMINSTER, LLC
K. HOVNANIAN AT WARREN TOWNSHIP, L.L.C.
K. HOVNANIAN AT WASHINGTON, L.L.C.
K. HOVNANIAN AT WATERSTONE, LLC
K. HOVNANIAN AT WAYNE IX, L.L.C.
K. HOVNANIAN AT WAYNE, VIII, L.L.C.
K. HOVNANIAN AT WEST BRADFORD, L.L.C.
K. HOVNANIAN AT WEST VIEW ESTATES, L.L.C.
K. HOVNANIAN AT WEST WINDSOR, L.L.C.
K. HOVNANIAN AT WESTSHORE, LLC
K. HOVNANIAN AT WHEELER RANCH, LLC
K. HOVNANIAN AT WILDROSE, INC.
K. HOVNANIAN AT WILDWOOD BAYSIDE, L.L.C.
K. HOVNANIAN AT WILLOW BROOK, L.L.C.
K. HOVNANIAN AT WINCHESTER, LLC
K. HOVNANIAN AT WOODCREEK WEST, LLC
K. HOVNANIAN AT WOODHILL ESTATES, L.L.C.
K. HOVNANIAN AT WOOLWICH I, L.L.C.
K. HOVNANIAN CAMBRIDGE HOMES, L.L.C.
K. HOVNANIAN CENTRAL ACQUISITIONS, L.L.C.
K. HOVNANIAN CLASSICS CIP, L.L.C.
K. HOVNANIAN CLASSICS, L.L.C.
K. HOVNANIAN COMMUNITIES, INC.
K. HOVNANIAN COMPANIES METRO D.C. NORTH, L.L.C.
K. HOVNANIAN COMPANIES NORTHEAST, INC.
K. HOVNANIAN COMPANIES OF CALIFORNIA, INC.
K. HOVNANIAN COMPANIES OF MARYLAND, INC.
K. HOVNANIAN COMPANIES OF NEW YORK, INC.
K. HOVNANIAN COMPANIES OF PENNSYLVANIA, INC.
K. HOVNANIAN COMPANIES OF SOUTHERN CALIFORNIA, INC.
K. HOVNANIAN COMPANIES OF VIRGINIA, INC.
K. HOVNANIAN COMPANIES, LLC
K. HOVNANIAN CONNECTICUT ACQUISITIONS, L.L.C.
K. HOVNANIAN CONSTRUCTION II, INC
K. HOVNANIAN CONSTRUCTION III, INC
K. HOVNANIAN CONSTRUCTION MANAGEMENT, INC.
K. HOVNANIAN CRAFTBUILT HOMES OF SOUTH CAROLINA, L.L.C.
K. HOVNANIAN DELAWARE ACQUISITIONS, L.L.C.
K. HOVNANIAN DEVELOPMENTS OF ARIZONA, INC.
K. HOVNANIAN DEVELOPMENTS OF CALIFORNIA, INC.
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K. HOVNANIAN DEVELOPMENTS OF CONNECTICUT, INC.
K. HOVNANIAN DEVELOPMENTS OF D.C., INC.
K. HOVNANIAN DEVELOPMENTS OF DELAWARE, INC.
K. HOVNANIAN DEVELOPMENTS OF GEORGIA, INC.
K. HOVNANIAN DEVELOPMENTS OF ILLINOIS, INC.
K. HOVNANIAN DEVELOPMENTS OF INDIANA, INC.
K. HOVNANIAN DEVELOPMENTS OF KENTUCKY, INC.
K. HOVNANIAN DEVELOPMENTS OF MARYLAND, INC.
K. HOVNANIAN DEVELOPMENTS OF MICHIGAN, INC.
K. HOVNANIAN DEVELOPMENTS OF MINNESOTA, INC.
K. HOVNANIAN DEVELOPMENTS OF NEW JERSEY II, INC.
K. HOVNANIAN DEVELOPMENTS OF NEW JERSEY, INC.
K. HOVNANIAN DEVELOPMENTS OF NEW YORK, INC.
K. HOVNANIAN DEVELOPMENTS OF NORTH CAROLINA, INC.
K. HOVNANIAN DEVELOPMENTS OF OHIO, INC.
K. HOVNANIAN DEVELOPMENTS OF PENNSYLVANIA, INC.
K. HOVNANIAN DEVELOPMENTS OF SOUTH CAROLINA, INC.
K. HOVNANIAN DEVELOPMENTS OF TEXAS, INC.
K. HOVNANIAN DEVELOPMENTS OF VIRGINIA, INC.
K. HOVNANIAN DEVELOPMENTS OF WEST VIRGINIA, INC.
K. HOVNANIAN EASTERN PENNSYLVANIA, L.L.C.
K. HOVNANIAN FIRST HOMES, L.L.C.
K. HOVNANIAN FLORIDA REALTY, L.L.C.
K. HOVNANIAN FOUR SEASONS @ HISTORIC VIRGINIA, LLC
K. HOVNANIAN FOUR SEASONS AT GOLD HILL, LLC
K. HOVNANIAN GREAT WESTERN BUILDING COMPANY, LLC
K. HOVNANIAN GREAT WESTERN HOMES, LLC
K. HOVNANIAN HAMPTONS AT OAK CREEK II, L.L.C.
K. HOVNANIAN HOLDINGS NJ, L.L.C.
K. HOVNANIAN HOMES — DFW, L.L.C.
K. HOVNANIAN HOMES AT CAMERON STATION, LLC
K. HOVNANIAN HOMES AT CAMP SPRINGS, L.L.C.
K. HOVNANIAN HOMES AT FAIRWOOD, L.L.C.
K. HOVNANIAN HOMES AT FOREST RUN, L.L.C.
K. HOVNANIAN HOMES AT GREENWAY FARM PARK TOWNS, L.L.C.
K. HOVNANIAN HOMES AT GREENWAY FARM, L.L.C.
K. HOVNANIAN HOMES AT JONES STATION 1, L.L.C.
K. HOVNANIAN HOMES AT JONES STATION 2, L.L.C.
K. HOVNANIAN HOMES AT MAXWELL PLACE, L.L.C.
K. HOVNANIAN HOMES AT PAYNE STREET, L.L.C.
K. HOVNANIAN HOMES AT RENAISSANCE PLAZA, L.L.C.
K. HOVNANIAN HOMES AT RUSSETT, L.L.C.
K. HOVNANIAN HOMES AT THE HIGHLANDS, LLC
K. HOVNANIAN HOMES NORTHERN CALIFORNIA, INC.
K. HOVNANIAN HOMES OF D.C., L.L.C.
K. HOVNANIAN HOMES OF DELAWARE, L.L.C.
K. HOVNANIAN HOMES OF GEORGIA, L.L.C.
K. HOVNANIAN HOMES OF HOUSTON, L.L.C.
K. HOVNANIAN HOMES OF INDIANA, L.L.C.
K. HOVNANIAN HOMES OF MARYLAND, L.L.C.
K. HOVNANIAN HOMES OF MINNESOTA, L.L.C.
K. HOVNANIAN HOMES OF NORTH CAROLINA, INC.
K. HOVNANIAN HOMES OF PENNSYLVANIA, L.L.C.
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K. HOVNANIAN HOMES OF SOUTH CAROLINA, LLC
K. HOVNANIAN HOMES OF VIRGINIA, INC.
K. HOVNANIAN HOMES OF WEST VIRGINIA, L.L.C.
K. HOVNANIAN LIBERTY ON BLUFF CREEK, LLC
K. HOVNANIAN NORTH CENTRAL ACQUISITIONS, L.L.C.
K. HOVNANIAN NORTH JERSEY ACQUISITIONS, L.L.C.
K. HOVNANIAN NORTHEAST SERVICES, L.L.C.
K. HOVNANIAN OF HOUSTON II, L.L.C.
K. HOVNANIAN OHIO REALTY, L.L.C.
K. HOVNANIAN OSTER HOMES, L.L.C.
K. HOVNANIAN PA REAL ESTATE, INC.
K. HOVNANIAN PENNSYLVANIA ACQUISITIONS, L.L.C.
K. HOVNANIAN PORT IMPERIAL URBAN RENEWAL, INC.
K. HOVNANIAN PROPERTIES OF RED BANK, INC.
K. HOVNANIAN SHORE ACQUISITIONS, L.L.C.
K. HOVNANIAN SOUTH JERSEY ACQUISITIONS, L.L.C.
K. HOVNANIAN SOUTHERN NEW JERSEY, L.L.C.
K. HOVNANIAN STANDING ENTITY, L.L.C.
K. HOVNANIAN SUMMIT HOLDINGS, L.L.C.
K. HOVNANIAN SUMMIT HOMES OF KENTUCKY, L.L.C.
K. HOVNANIAN SUMMIT HOMES OF MICHIGAN, L.L.C.
K. HOVNANIAN SUMMIT HOMES OF PENNSYLVANIA, L.L.C.
K. HOVNANIAN SUMMIT HOMES OF WEST VIRGINIA, L.L.C.
K. HOVNANIAN SUMMIT HOMES, L.L.C.
K. HOVNANIAN T&C HOMES AT FLORIDA, L.L.C.
K. HOVNANIAN T&C HOMES AT ILLINOIS, L.L.C.
K. HOVNANIAN T&C INVESTMENT, L.L.C.
K. HOVNANIAN T&C MANAGEMENT CO., L.L.C.
K. HOVNANIAN TIMBRES AT ELM CREEK, LLC
K. HOVNANIAN VENTURE I, L.L.C.
K. HOVNANIAN WINDWARD HOMES, LLC
K. HOVNANIAN’S FOUR SEASONS AT ASHBURN VILLAGE, L.L.C.
K. HOVNANIAN’S FOUR SEASONS AT BAILEY’S GLENN, L.L.C.
K. HOVNANIAN’S FOUR SEASONS AT BAKERSFIELD, L.L.C.
K. HOVNANIAN’S FOUR SEASONS AT BEAUMONT, LLC
K. HOVNANIAN’S FOUR SEASONS AT CHARLOTTESVILLE, L.L.C.
K. HOVNANIAN’S FOUR SEASONS AT DULLES DISCOVERY
CONDOMINIUM, L.L.C.
K. HOVNANIAN’S FOUR SEASONS AT DULLES DISCOVERY, L.L.C.
K. HOVNANIAN’S FOUR SEASONS AT HEMET, LLC
K. HOVNANIAN’S FOUR SEASONS AT KENT ISLAND CONDOMINIUMS,
L.L.C.
K. HOVNANIAN’S FOUR SEASONS AT KENT ISLAND, L.L.C.
K. HOVNANIAN’S FOUR SEASONS AT LOS BANOS, LLC
K. HOVNANIAN’S FOUR SEASONS AT MORENO VALLEY, L.L.C.
K. HOVNANIAN’S FOUR SEASONS AT NEW KENT VINEYARDS, L.L.C.
K. HOVNANIAN’S FOUR SEASONS AT PALM SPRINGS, LLC
K. HOVNANIAN’S FOUR SEASONS AT RENAISSANCE, L.L.C.
K. HOVNANIAN’S FOUR SEASONS AT RUSH CREEK II, LLC
K. HOVNANIAN’S FOUR SEASONS AT RUSH CREEK, L.L.C.
K. HOVNANIAN’S FOUR SEASONS AT ST. MARGARETS LANDING, L.L.C.
K. HOVNANIAN’S FOUR SEASONS AT VINT HILL, L.L.C.
K. HOVNANIAN’S FOUR SEASONS, LLC
K. HOVNANIAN’S PARKSIDE AT TOWNGATE, L.L.C.
K. HOVNANIAN’S PRIVATE HOME PORTFOLIO, L.L.C.
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KHIP, L.L.C.
LANDARAMA, INC.
M&M AT CHESTERFIELD, LLC
M&M AT CRESCENT COURT, L.L.C.
M&M AT WEST ORANGE, L.L.C.
M&M AT WHEATENA URBAN RENEWAL, L.L.C.
MATZEL & MUMFORD AT EGG HARBOR, L.L.C.
MATZEL & MUMFORD AT SOUTH BOUND BROOK URBAN RENEWAL,
L.L.C.
MCNJ, INC.
MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF
KENTUCKY, L.L.C.
MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF
MICHIGAN, L.L.C.
MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF
PENNSYLVANIA, L.L.C.
MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES OF
WEST VIRGINIA, L.L.C.
MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES, L.L.C.
MMIP, L.L.C.
NATOMAS CENTRAL NEIGHBORHOOD HOUSING, L.L.C.
NEW LAND TITLE AGENCY, L.L.C.
PADDOCKS, L.L.C.
PARK TITLE COMPANY, LLC
PINE AYR, LLC
RIDGEMORE UTILITY, L.L.C.
SEABROOK ACCUMULATION CORPORATION
STONEBROOK HOMES, INC.
TERRAPIN REALTY, L.L.C.
THE HIGHLANDS CONDOMINIUMS AT METROSQUARE, L.L.C.
THE MATZEL & MUMFORD ORGANIZATION, INC
THE RESIDENCE AT DULLES PARKWAY CORPORATE CENTER, LLC
THE RESIDENCE AT GREENFIELD CROSSING, L.L.C.
WASHINGTON HOMES AT COLUMBIA TOWN CENTER, L.L.C.
WASHINGTON HOMES, INC.
WESTMINSTER HOMES OF ALABAMA, L.L.C.
WESTMINSTER HOMES OF MISSISSIPPI, LLC
WESTMINSTER HOMES OF TENNESSEE, INC.
WESTMINSTER HOMES, INC.
WH LAND I, INC.
WH PROPERTIES, INC.
WH/PR LAND COMPANY, L.L.C.
WOODLAND LAKE CONDOMINIUMS AT BOWIE NEW TOWN, L.L.C.
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Table of Contents
INDEX TO
EXHIBITS
|
Exhibit |
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|
Number
|
Description of Exhibits
|
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| 1 | .1 | — | Underwriting Agreement (Hovnanian Debt Securities and Warrants to Purchase Hovnanian Debt Securities).(1) | |||
| 1 | .2 | — | Underwriting Agreement (K. Hovnanian Debt Securities and Warrants to Purchase K. Hovnanian Debt Securities).(1) | |||
| 1 | .3 | — | Underwriting Agreement (Equity Securities, Depositary Shares and Warrants to Purchase Equity Securities and Depositary Shares).(1) | |||
| 1 | .4 | — | Underwriting Agreement (Stock Purchase Contracts).(1) | |||
| 1 | .5 | — | Underwriting Agreement (Stock Purchase Units).(1) | |||
| 1 | .6 | — | Underwriting Agreement (Units).(1) | |||
| 4 | .1 | — | Certificate of Incorporation of Hovnanian Enterprises, Inc.(2) | |||
| 4 | .2 | — | Certificate of Amendment of Certificate of Incorporation of Hovnanian Enterprises, Inc.(3) | |||
| 4 | .3 | — | Restated By-Laws of Hovnanian Enterprises, Inc.(4). | |||
| 4 | .4 | — | Specimen Class A Common Stock Certificate.(5) | |||
| 4 | .5 | — | Specimen Class B Common Stock Certificate.(5) | |||
| 4 | .6 | — | Certificate of Designations, Powers, Preferences and Rights of the 7.625% Series A Preferred Stock of Hovnanian Enterprises, Inc., dated July 12, 2005.(6) | |||
| 4 | .7 | — | Certificate of Designations of the Series B Junior Preferred Stock of Hovnanian Enterprises, Inc., dated August 14, 2008.(2) | |||
| 4 | .8 | — | Rights Agreement, dated as of August 14, 2008, between Hovnanian Enterprises, Inc. and National City Bank, as Rights Agent, which includes the Form of Certificate of Designation as Exhibit A, Form of Right Certificate as Exhibit B and the Summary of Rights as Exhibit C.(7) | |||
| 4 | .9 | — | Form of Hovnanian Debt Securities.(1) | |||
| 4 | .10 | — | Form of K. Hovnanian Debt Securities (unsecured).(1) | |||
| 4 | .11 | — | Form of Hovnanian Senior Debt Indenture.(9) | |||
| 4 | .12 | — | Form of Hovnanian Senior Subordinated Debt Indenture.(9) | |||
| 4 | .13 | — | Form of Hovnanian Subordinated Debt Indenture.(9) | |||
| 4 | .14 | — | Indenture, dated as of February 14, 2011, relating to K. Hovnanian Unsecured Senior Debt Securities, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc. and Wilmington Trust Company, as Trustee.(11) | |||
| 4 | .15 | — | Indenture, dated as of February 9, 2011, relating to K. Hovnanian Senior Subordinated Debt Securities, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc. and Wilmington Trust Company, as Trustee.(11) | |||
| 4 | .16 | — | Form of K. Hovnanian Subordinated Debt Indenture.(9) | |||
| 4 | .17 | — | Form of Warrant Agreement for Preferred Stock, Depositary Shares and Common Stock (including Form of Warrant Certificate).(1) | |||
| 4 | .18 | — | Form of Warrant Agreement for Hovnanian Debt Securities (including form of Warrant Certificate).(1) | |||
| 4 | .19 | — | Form of Warrant Agreement for K. Hovnanian Debt Securities (including form of Warrant Certificate).(1) | |||
| 4 | .20 | — | Form of Purchase Contract Agreement (including form of Purchase Contact Unit).(1) | |||
| 4 | .21 | — | Certificate(s) of Designations with respect to the Preferred Stock.(1) | |||
| 4 | .22 | — | Form of Deposit Agreement with respect to the Depositary Shares (including the form of depositary receipt to be issued thereunder).(8) | |||
| 4 | .23 | — | Form of Unit Agreement (including form of Unit).(1) | |||
| 4 | .24 | — | Form of K. Hovnanian Debt Securities (secured).(10) | |||
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Table of Contents
|
Exhibit |
||||||
|
Number
|
Description of Exhibits
|
|||||
| 4 | .25 | — | Indenture, dated as of October 20, 2009, relating to K. Hovnanian’s 105/8% Senior Secured Notes due 2016, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the other guarantors named therein and Wilmington Trust Company, as Trustee.(10) | |||
| 5 | .1 | — | Opinion of Simpson Thacher & Bartlett LLP.* | |||
| 5 | .2 | — | Opinion of Peter S. Reinhart, Senior Vice-President and General Counsel of Hovnanian and K. Hovnanian.* | |||
| 12 | .1 | — | Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends.* | |||
| 23 | .1 | — | Consent of Deloitte & Touche LLP.* | |||
| 23 | .2 | — | Consent of Ernst & Young LLP.* | |||
| 23 | .3 | — | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1). | |||
| 23 | .4 | — | Consent of Peter S. Reinhart, Senior Vice-President and General Counsel of Hovnanian and K. Hovnanian (included in Exhibit 5.2). | |||
| 24 | .1 | — | Powers of Attorney of the Board of Directors of Hovnanian Enterprises, Inc. (included on signature pages). | |||
| 24 | .2 | — | Powers of Attorney of the Board of Directors of K. Hovnanian Enterprises, Inc. (included on signature pages). | |||
| 24 | .3 | — | Powers of Attorney of the Board of Directors of Subsidiary Registrants (included on signature pages). | |||
| 24 | .4 | — | Powers of Attorney of the Board of Directors of K. HOV IP, Inc. (included on signature pages). | |||
| 24 | .5 | — | Powers of Attorney of the Board of Directors of K. HOV IP, II, Inc. (included on signature pages). | |||
| 25 | .1 | — | Statement of Eligibility of Trustee under the Hovnanian Indentures.* | |||
| 25 | .2 | — | Statement of Eligibility of Trustee under the K. Hovnanian Indentures (unsecured debt securities).* | |||
| 25 | .3 | — | Statement of Eligibility of Trustee under the K. Hovnanian Indenture filed as Exhibit 4.25 hereto.* | |||
| * | Filed herewith | |
| (1) | To be filed, if necessary, by amendment or as an Exhibit to one or more Current Reports on Form 8-K and incorporated by reference herein. | |
| (2) | Incorporated by reference to Exhibits to Quarterly Report of Hovnanian Enterprises, Inc. on Form 10-Q for the quarter ended July 31, 2008 (No. 001-08551). | |
| (3) | Incorporated by reference to Exhibits to Current Report of Hovnanian Enterprises, Inc. on Form 8-K filed December 9, 2008 (No. 001-08551). | |
| (4) | Incorporated by reference to Exhibits to Current Report of Hovnanian Enterprises, Inc. on Form 8-K, filed December 21, 2009 (No. 001-08551). | |
| (5) | Incorporated by reference to Exhibits to Quarterly Report of Hovnanian Enterprises, Inc. on Form 10-Q for the quarter ended January 31, 2009 (No. 001-08551). | |
| (6) | Incorporated by reference to Exhibits to Current Report of Hovnanian Enterprises, Inc. on Form 8-K , filed on July 13, 2005 (No. 001-08551). | |
| (7) | Incorporated by reference to Exhibits to the Registration Statement of Hovnanian Enterprises, Inc. on Form 8-A, filed August 14, 2008 (No. 001-08551). |
| (8) | Incorporated by reference to Exhibits to Registration Statement of Hovnanian Enterprises, Inc. on Form S-3 (No. 333-125738). |
| (9) | Incorporated by reference to Exhibits to Registration Statement of Hovnanian Enterprises, Inc. on Form S-3 (No. 333-171349) |
| (10) | Incorporated by reference to Exhibits to Current Report of Hovnanian Enterprises, Inc. on Form 8-K, filed on October 26, 2009 (No. 001-08551). |
| (11) | Incorporated by reference to Exhibits to Quarterly Report of Hovnanian Enterprises, Inc. on Form 10-Q for the quarter ended January 31, 2011 (No. 001-08551). |
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