Oriole Homes Corporation

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UVKOrLugArEwk63qmtihTPiRyQlltTjPb0AgCAbyxmQL4d1sgexJL+PCrZmjqAsW cAy4BdMxREfQ+V9faIvXMQ== 0000950144-03-001525.txt : 20030211 0000950144-03-001525.hdr.sgml : 20030211 20030211145530 ACCESSION NUMBER: 0000950144-03-001525 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030206 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORIOLE HOMES CORP CENTRAL INDEX KEY: 0000074928 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 591228702 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06963 FILM NUMBER: 03549949 BUSINESS ADDRESS: STREET 1: 1690 S CONGRESS AVE STE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 4072742000 FORMER COMPANY: FORMER CONFORMED NAME: ORIOLE LAND & DEVELOPMENT CORP DATE OF NAME CHANGE: 19720615 8-K 1 g80581e8vk.htm ORIOLE HOMES CORPORATION Oriole Homes Corporation

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

February 6, 2003
(Date of earliest event reported)

ORIOLE HOMES CORP.
(Exact name of Registrant as specified in its charter)


Florida (State of incorporation or organization)		1-6963 (Commission File No.)		59-1228702 (IRS Employer Identification No.)

6400 Congress Avenue, Suite 2000
Boca Raton, Florida 33487
(Address of principal executive offices)

(561) 274-2000
(Registrant’s telephone number, including area code)

TABLE OF CONTENTS


SIGNATURES
EXHIBIT INDEX
Press Release dated February 6, 2003
Press Release dated February 10, 2003

Item 5. Other Events and Regulation FD Disclosure.

On February 6, 2003, shareholders approved the merger (the “Merger”) of Levy Acquisition Co., a Florida corporation, with and into Oriole Homes Corp., a Florida corporation (the “Company”), with the Company as the surviving corporation, and on February 10, 2003, the Merger became effective.

Copies of the press releases announcing the shareholder approval and the effectiveness of the Merger are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Item 7. Financial Statements and Exhibits.


99.1		Press Release of Oriole Homes Corp. issued on February 6, 2003.
99.2		Press Release of Oriole Homes Corp. issued on February 10, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: February 11, 2003	ORIOLE HOMES CORP.

	By:	/s/ Richard D. Levy

		Richard D. Levy, Chairman of the Board, Chief Executive Officer

-2-

EXHIBIT INDEX


Ex. No.		Title

99.1		Press Release of Oriole Homes Corp. issued on February 6, 2003.
99.2		Press Release of Oriole Homes Corp. issued on February 10, 2003.

-3- EX-99.1 3 g80581exv99w1.htm PRESS RELEASE DATED FEBRUARY 6, 2003 exv99w1

Exhibit 99.1

FOR IMMEDIATE RELEASE


		Contact:		J. Pivinski Chief Financial Officer Oriole Homes Corp. (561) 274-1235

ORIOLE HOMES CORP. SHAREHOLDERS APPROVE MERGER
WITH LEVY ACQUISITION CO.

BOCA RATON, Fla. – February 6, 2003—Oriole Homes Corp. (AMEX:OHC.A; OHC.B) a Florida corporation, today announced that a majority of its shareholders voted to approve the merger of Levy Acquisition Co. with and into Oriole Homes, with Oriole Homes the surviving corporation. Levy Acquisition Co. is a newly formed company and is wholly-owned by Richard D. Levy, Harry A. Levy, Mark A. Levy and a group of Levy family members and certain related entities (collectively, the “Levy Group”). Richard, Harry and Mark Levy serve as directors and officers of Levy Acquisition Co. and as directors and senior executive officers of Oriole. A majority of the Oriole shareholders other than Levy Group also approved the merger. As a result of the merger, shareholders other than the Levy Group will receive $4.90 per share in cash.

If the conditions to the merger are satisfied, the merger is expected to close on February 10, 2003.

ABOUT ORIOLE HOMES CORP.

Oriole Homes is engaged in the design, construction, marketing and sale of single-family homes, patio homes, town homes, villas, duplexes and low- and mid-rise condominiums principally in Palm Beach, Broward, Lee, Marion and Osceola Counties in Florida.

SAFE HARBOR

This press release may contain forward-looking information, express and implied. These forward-looking statements are neither promises nor guarantees, but involve risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements, including without limitation the risk factors associated with Oriole Homes’ business that may affect its operations that are discussed in its Annual Report on Form 10-K filed on March 29, 2002 and its other filings with the Securities and Exchange Commission.

EX-99.2 4 g80581exv99w2.htm PRESS RELEASE DATED FEBRUARY 10, 2003 exv99w2

Exhibit 99.2

FOR IMMEDIATE RELEASE


		Contact:		J. Pivinski Chief Financial Officer Oriole Homes Corp. (561) 274-1235

ORIOLE HOMES CORP. CLOSES MERGER
WITH LEVY ACQUISITION CO.

BOCA RATON, Fla. – February 10, 2003—Oriole Homes Corp. (AMEX:OHC.A; OHC.B), a Florida corporation, today announced that the merger of Levy Acquisition Co. with and into Oriole Homes, with Oriole Homes the surviving corporation, became effective today. Levy Acquisition Co. is a newly formed company and is wholly-owned by Richard D. Levy, Harry A. Levy, Mark A. Levy and a group of Levy family members and certain related entities (collectively, the “Levy Group”). Richard, Harry and Mark Levy serve as directors and officers of Levy Acquisition Co. and as directors and senior executive officers of Oriole. As a result of the merger, shareholders other than the Levy Group will receive $4.90 per share in cash.

The common stock of Oriole Homes will cease to be publicly traded and will be delisted from AMEX effective close of the market today. Oriole Homes today filed a form with the Securities and Exchange Commission to terminate its public company filing obligations under the federal securities laws.

ABOUT ORIOLE HOMES CORP.

SAFE HARBOR

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