-----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, VuyS0IfSnfMrXYkEI9jy8tWgT79tcc5X0L5vGWH71ER2YDCQQ+4bzxhc4/4DXGJY FScyiMP/B4havv+KiYQw4w== 0000950147-98-001049.txt : 19981228 0000950147-98-001049.hdr.sgml : 19981228 ACCESSION NUMBER: 0000950147-98-001049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981130 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERITAGE CORP CENTRAL INDEX KEY: 0000833079 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 860611231 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09977 FILM NUMBER: 98773921 BUSINESS ADDRESS: STREET 1: 6613 N SCOTTSDALE RD STREET 2: STE 200 CITY: SCOTTSDALE STATE: AZ ZIP: 85250 BUSINESS PHONE: 6029988700 MAIL ADDRESS: STREET 1: 6613 NORTH SCOTTSDALE ROAD STREET 2: SUITE200 CITY: SCOTTSDALE STATE: AZ ZIP: 85250 FORMER COMPANY: FORMER CONFORMED NAME: MONTEREY HOMES CORP DATE OF NAME CHANGE: 19970113 FORMER COMPANY: FORMER CONFORMED NAME: HOMEPLEX MORTGAGE INVESTMENTS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EMERALD MORTGAGE INVESTMENTS CORP DATE OF NAME CHANGE: 19900502 8-K 1 CURRENT REPORT DATED 11/30/98 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) November 30, 1998 ----------------- MERITAGE CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Maryland 1-9977 86-0611231 - ---------------------------- ----------- ------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 6613 North Scottsdale Road, Suite 200, Scottsdale, Arizona 85250 - ---------------------------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (602) 998-8700 --------------- NONE -------------------------------------------------------------- (Former name or former address, if changed since last report) ITEMS 1-4. NOT APPLICABLE. ITEM 5. OTHER EVENTS. The Company has received information that Summit Venture Partners has commenced a tender offer to purchase up to two (2) percent of the outstanding shares of the Company's common stock. Exhibit 99.1 attached hereto is a press release containing the Company's response to the tender offer. ITEM 6. NOT APPLICABLE. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not Applicable (b) Not Applicable (c) Exhibit 99.1 Press Release dated December 18, 1998 ITEM 8. NOT APPLICABLE 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. MERITAGE CORPORATION Date: December 22, 1998 By: /s/ Larry W. Seay ----------------------------------------- Larry W. Seay Vice President of Finance and Chief Financial Officer 2 EX-99 2 PRESS RELEASE DATED 12/18/98 MERITAGE CORP. RESPONDS TO TENDER OFFER BY SUMMIT VENTURE PARTNERS SCOTTSDALE, Ariz. and DALLAS -- (BUSINESS WIRE) -- Dec. 18, 1998-- Meritage Corp., formerly Monterey Homes Corp. (NYSE:MTH) Friday reported that it has become aware of an unsolicited tender offer by Summit Venture Partners to purchase up to two (2) percent of the outstanding shares of Meritage common stock. Meritage understands that on Nov. 30, 1998, Summit Venture Partners purportedly commenced a tender offer for Meritage shares at a price of $10.00 per share, less any distributions paid on or after Sept. 30, 1998, which according to Summit Venture Partners may not represent fair market value of the shares. The closing price of Meritage common stock on the New York Stock Exchange on Nov. 30, 1998, the date the offer was commenced, was $14.50 or approximately 45% above the Summit Venture Partner offer price. The closing price of Meritage common stock on Dec. 17, 1998 was $13.00. Meritage strongly recommends that its shareholders reject the tender offer by Summit Venture Partners because the offer price is inadequate. Summit Venture Partners is in no way affiliated with Meritage and did not contact Meritage prior to the commencement of the offer. Meritage learned of the offer only when investors and brokers called to inquire about it. Meritage does not have any other information regarding the tender offer by Summit Venture Partners. Meritage Corp. designs, builds and sells distinctive single family semi-custom luxury and move-up homes in the Phoenix and Tucson, Arizona areas, move-up and entry level homes in the in the Dallas/Fort Worth, Austin and Houston, Texas areas, and first and second time move-up homes in the San Francisco area. CONTACT: Meritage Corp., Arizona Larry Seay, 602/998-8700 or Meritage Corp., Texas Jane Hays, 972/612-8085 or Broadgate Consultants, New York Joseph Kist, 212/232-2222 -----END PRIVACY-ENHANCED MESSAGE-----