UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 15, 2009
HOVNANIAN ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-8551
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22-1851059 |
(State or Other
Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701
(Address of Principal Executive Offices) (Zip Code)
(732) 747-7800
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01. Other Events.
In July 2005, Hovnanian Enterprises, Inc. (the “Company”) offered and sold 5,600,000
Depositary Shares representing interests in the Company’s 7.625% Series A Preferred Stock (the
“Preferred Stock”). The Certificate of Designations, Powers, Preferences and Rights of the
Preferred Stock requires that, in the event dividends on the Preferred Stock are not paid in an
aggregate amount equal to at least six full quarterly dividend payments, the Company call a
meeting of the holders of the Preferred Stock (and hence the Depositary Shares) for the purpose of
nominating, by majority vote, two persons to serve, without compensation or reimbursement of
expenses, as non-voting “Advisory Directors” to attend the portion of meetings of the Board of
Directors discussing the agenda item relating to the Preferred Stock until such time as full
dividends on the Preferred Stock have been paid for four consecutive quarterly dividend periods.
The dividend payment date of April 15, 2009 was the sixth dividend payment date for which dividends
have not been paid. Accordingly, the Company will call a meeting of the holders of the Preferred
Stock for the purpose of nominating Advisory Directors as soon as practicable following the filing
of materials for the meeting with the Securities and Exchange Commission and the completion of any
necessary regulatory review.
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