SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Hovnanian Enterprises, Inc.
(Name of Issuer)
Class B Common Stock, $.01 par value per share
(Title of Class of Securities)
(CUSIP Number)
Ara K. Hovnanian
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
(732) 747-7800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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NAME OF REPORTING PERSON
Ara K. Hovnanian |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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SOLE VOTING POWER |
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| NUMBER OF |
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1,096,706 |
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| SHARES |
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SHARED VOTING POWER |
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| OWNED BY |
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553,668 |
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| EACH |
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SOLE DISPOSITIVE POWER |
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| PERSON |
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1,096,706 |
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SHARED DISPOSITIVE POWER |
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553,668 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,650,374 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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11.3% |
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TYPE OF REPORTING PERSON |
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IN |
Amendment No. 2 to Statement on Schedule 13D
This Amendment No. 2 (this “Amendment”) amends and supplements the statement on Schedule 13D
filed by Ara K. Hovnanian with the Securities and Exchange Commission on November 24, 1992, as
amended by Amendment No. 1 to the Schedule 13D filed on March 31, 1995 (as so amended, the
“Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13D. The numbers of shares described herein reflect several
stock splits effected in the form of stock dividends by the Issuer since the Schedule 13D.
Item 1. Security and Issuer
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This statement on Schedule 13D relates to the Class B Common Stock, $.01 par value per share
(the “Class B Common Stock”), of Hovnanian Enterprises, Inc., a Delaware corporation (the
“Issuer”). The Class B Common Stock is non-cumulative and is convertible at any time on a share
for share basis to the Class A Common Stock, $.01 par value per share (the “Class A Common Stock”),
of the Issuer, non-cumulative. The principal executive offices of the Issuer are located at 110
West Front Street, P.O. Box 500, Red Bank, New Jersey 07701.
The Issuer is a holding company, the consolidated subsidiaries of which primarily design,
construct, market and sell single-family detached homes, attached townhomes and condominiums,
mid-rise and high-rise condominiums, urban infill and active adult homes in planned residential
developments.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(c), (f). This Statement is being filed by Ara K. Hovnanian, who is President, Chief
Executive Officer and Director of the Issuer and a citizen of the United States. The business
address of Ara K. Hovnanian is 110 West Front Street, P.O. Box 500, Red Bank, New Jersey 07701.
(d), (e). During the past five years, Ara K. Hovnanian has not (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by adding the following at the end thereof:
Ara K. Hovnanian has acquired additional shares of Class B Common Stock as a result of his
appointment as a trustee of family related trusts. No consideration was paid with respect to such
arrangements and Ara K. Hovnanian disclaims beneficial ownership of such shares, except to the
extent of his potential pecuniary interest in such trusts.
Item 5. Interests in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) Ara K. Hovnanian beneficially owns 1,650,374 shares of Class B Common Stock, including
661,459 shares of Class B Common Stock subject to options either currently exercisable or
exercisable within 60 days. The shares beneficially owned represent approximately 11.3% of the
shares of Class B Common Stock, based upon 14,639,546 shares of Class B Common Stock outstanding as
of October 13, 2008, plus (for purposes of computing such percentage) the shares of Class B Common
Stock underlying such options.
The shares beneficially owned by Ara K. Hovnanian include 223,587 shares of Class B Common
Stock held in a grantor retained annuity trust (the “AKH GRAT”) of which Ara K. Hovnanian is
trustee, 431,394 shares of Class B Common Stock held in family related trusts as to which Ara K.
Hovnanian has shared voting and shared investment power and 122,274 shares of Class B Common Stock
held by Mr. Hovnanian’s wife and children. Ara K. Hovnanian disclaims beneficial ownership of such
shares, except to the extent of his potential pecuniary interest in the AKH GRAT and such other
trusts and accounts.
(b) Ara K. Hovnanian has sole power to vote or to direct the vote and to dispose or direct
the disposition of 1,096,706 shares of Class B Common Stock.
Ara K. Hovnanian shares the power to vote or direct the vote and to dispose or direct the
disposition of 553,668 shares of Class B Common Stock. Ara K. Hovnanian shares such voting power
and dispositive power with, depending on the particular trust or account, his wife and Peter S.
Reinhart, Senior Vice President and General Counsel of the Issuer. The business address of each of
such persons is 110 West Front Street, P.O. Box 500, Red Bank, New Jersey 07701. Each of such
persons are citizens of the United States and, during the past five years, none of such persons has
(i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(c) The following transactions have been effected during the period beginning 60 days prior
to July 20, 2005 through the date hereof:
On July 28, 2005, the Kevork S. Hovnanian Family Limited Partnership, a Connecticut limited
partnership, distributed, among other distributions, 21,868 shares of Class B Common Stock to Ara
K. Hovnanian and a total of 409,371 shares of Class B Common Stock to family trusts of which Ara K.
Hovnanian is a trustee.
Also on July 28, 2005, the Issuer (i) exchanged an aggregate of 269,893 shares of Class B
Common Stock held by certain members of the Hovnanian family and family trusts of which Ara K.
Hovnanian is a trustee for an equal number of shares of Class A Common Stock and (ii) immediately
thereafter exchanged the 269,893 shares of Class B Common Stock received from those family members
and trusts for an equal number of shares of Class A Common Stock held by a grantor retained annuity
trust for Kevork S. Hovnanian (the “KSH 2004 GRAT”) for which Ara K. Hovnanian was trustee and had
a potential remainder interest. The aggregate Hovnanian family holdings, both of Class A Common
Stock and Class B Common Stock, remained unchanged by such exchanges.
On June 14, 2006, the KSH 2004 GRAT transferred 70,631 shares of Class B Common Stock to
Kevork S. Hovnanian and its remaining 199,262 shares of Class B Common Stock to a family trust of
which Ara K. Hovnanian is a trustee.
On December 19, 2006, Ara K. Hovnanian gave gifts of a total of 1,800 shares of Class B Common
Stock to his children.
On September 13, 2007, the Issuer (i) exchanged 395,873 shares of Class B Common Stock held by
Ara K. Hovnanian for an equal number of shares of Class A Common Stock and (ii) immediately
thereafter exchanged the 395,873 shares of Class B Common Stock received from him for an equal
number of shares of Class A Common Stock held by Kevork S. Hovnanian. The aggregate Hovnanian
family holdings, both of Class A Common Stock and Class B Common Stock, remained unchanged by such
exchanges.
On November 16, 2007, the Issuer (i) exchanged 500,000 shares of Class B Common Stock held by
Ara K. Hovnanian for an equal number of shares of Class A Common Stock and (ii) immediately
thereafter exchanged the 500,000 shares of Class B Common Stock received from him for an equal
number of shares of Class A Common Stock held by Kevork S. Hovnanian. Again, the aggregate
Hovnanian family holdings, both of Class A Common Stock and Class B Common Stock, remained
unchanged by such exchanges.
On December 14, 2007, the Issuer (i) exchanged 600,000 shares of Class B Common Stock held by
Ara K. Hovnanian for an equal number of shares of Class A Common Stock and (ii) immediately
thereafter exchanged the 600,000 shares of Class B Common Stock received from him for an equal
number of shares of Class A Common Stock held by Kevork S. Hovnanian. Again, the aggregate
Hovnanian family holdings, both of Class A Common Stock and Class B Common Stock, remained
unchanged by such exchanges.
Also on December 14, 2007, Ara K. Hovnanian gave gifts of a total of 5,800 shares of Class B
Common Stock to his children.
On May 27, 2008, the AKH GRAT transferred 26,413 shares of Class B Common Stock to Ara K.
Hovnanian.
At various times during the period in question, Issuer stock options for Class B Common Stock
granted to Ara K. Hovnanian became exercisable within 60 days, causing Mr. Hovnanian to be
considered the beneficial owner of the shares of Class B Common Stock underlying such options. Mr.
Hovnanian recently was deemed to beneficially own an additional 237,500 shares of Class B Common Stock underlying
options that will become exercisable within 60 days of the date hereof.
(d) Not
applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the
Issuer
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
Ara K. Hovnanian is a party to employee stock option agreements and deferred share
arrangements with the Issuer. The forms of such agreements and arrangements are filed as exhibits
to this Statement.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the
end thereof:
Exhibit 2 — Form of Non-Qualified Stock Option Agreement*
Exhibit 3 — Form of Incentive Stock Option Agreement*
Exhibit 4 — Form of Hovnanian Deferred Share Policy for Senior Executives*
Exhibit 5 — Form of Hovnanian Deferred Share Policy*
* Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended January 31,
2006 for the Issuer.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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Date: December 8, 2008
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/s/ Ara K. Hovnanian
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Ara K. Hovnanian |
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