-----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, B1eUdOQcT5+bTLi+f+2ZMaaybkDPgl1cBdLOp1lI6EWCgKlavAhGP+rQOgB/2VYe /mCZzyZg1o97d19hWbRjWA== 0000950147-97-000466.txt : 19970716 0000950147-97-000466.hdr.sgml : 19970716 ACCESSION NUMBER: 0000950147-97-000466 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970529 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970715 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONTEREY HOMES 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: 1934 Act SEC FILE NUMBER: 001-09977 FILM NUMBER: 97641050 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: 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 FORM 8-K 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) July 1, 1997 -------------------------------- MONTEREY HOMES 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.) Item 2. Acquisition or Disposition of Assets. On May 29, 1997, Monterey Homes Corporation ("Monterey") signed a definitive agreement with Legacy Homes, Ltd., Legacy Enterprises, Inc., and John Landon and Eleanor Landon (together, the "Legacy Entities"), to acquire substantially all of the assets of Legacy Homes, Ltd. and Legacy Enterprises, Inc. and a related mortgage banking business. The transaction was effective as of July 1, 1997. The consideration for the assets and stock acquired consisted of $1,581,685 in cash (paid out of working capital and subject to final accounting adjustments), 666,667 shares of Monterey common stock and deferred contingent payments for the four years following the close of the transaction. The deferred contingent payments will be equal to 12% of the pre-tax income of Monterey and 20% of the pre-tax income of the Texas division of Monterey. In no event will the total of the deferred contingent payments exceed $15 million. In addition, Monterey assumed substantially all the liabilities of the Legacy Entities, including indebtedness that was incurred prior to the closing of the transactions to fund distributions to the shareholders of Legacy Homes that reduced its book value to less than $200,000. The assets purchased from the Legacy Entities principally consist of real property and other residential home building assets located in the Dallas/Ft. Worth, Houston and Austin metropolitan areas. Monterey will continue the operations of the Legacy Entities. In connection with the transactions, John Landon has entered into a four-year employment agreement with Monterey pursuant to which he has been appointed Chief Operating Officer and Co-Chief Executive Officer of Monterey, and President and Chief Executive Officer of Monterey's newly acquired Texas operations. Mr. Landon has also been granted an option to purchase 166,667 shares of Monterey's common stock, exercisable in equal annual increments over three years, commencing July 1, 1998. In addition, Monterey has agreed to use reasonable best efforts to cause Mr. Landon to be elected to its Board of Directors. Monterey officials believe that actual 1997 revenues, factoring in the Legacy acquisition, could reach $150 million, and earnings could reach $10 million, or approximately $1.61 per share. Company officials also estimate that pro forma 1997 revenues (giving effect to the transaction as if it had occurred on January 1, 1997) could reach $200 million. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Any statements set forth above that are not historical in nature are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Potential risks and uncertainties 2 include such factors as the strength and competitive pricing environment of the single-family housing market, changes in the availability and pricing of residential mortgages, changes in the availability and pricing or real estate in the markets in which Monterey operates, demand for and acceptance of Monterey's products, the success of planned marketing and promotional campaigns, the ability of Monterey and acquisition candidates, including the Legacy Entities, to successfully integrate their operations, and other factors identified in Exhibit 99. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements Page It is impractical to file the Report with the financial statements required by Item 7(a) of Form 8-K. Such statements will be filed by amendment as soon as completed and available, but in no event later than 60 days after the date from which this Report is required to be filed.
3 (b) Pro Forma Financial Information It is impractical to file this Report with the pro forma financial information required by Item 7(b) of Form 8-K. Such information will be filed by amendment as soon as completed and available, but in no event later than 60 days after the date from which this Report is required to be filed. (c) Exhibits Exhibit No. Description Page - ----------- ----------- ---- 2 Agreement of Purchase and Sale of Assets, Incorporated dated as of May 29, 1997, by and among by reference Monterey, Legacy Homes, Ltd., Legacy to Form 8- Enterprises, Inc. and John and Eleanor Landon K/A, dated June 18, 1997 99 Private Securities Litigation Reform Act of 1995 Safe Harbour Compliance Statement for Forward-Looking Statements
4 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. MONTEREY HOMES CORPORATION Date: July 15, 1997 By: /s/ Larry W. Seay ------------------------------------- Larry W. Seay Vice President of Finance and Chief Financial Officer 5 EX-99 2 SAFE HARBOR COMPLIANCE STATEMENT EXHIBIT 99 Private Securities Litigation Reform Act of 1995 Safe Harbor Compliance Statement for Forward-Looking Statements In passing the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), Congress encouraged public companies to make "forward-looking statements"1 by creating a safe-harbor to protect companies from securities law liability in connection with forward-looking statements. Monterey Homes Corporation (the "Company" or "Monterey") intends to qualify both its written and oral forward-looking statements for protection under the PSLRA. To qualify oral forward-looking statements for protection under the PSLRA, a readily available written document must identify important factors that could cause actual results to differ materially from those in the forward-looking statements. Monterey provides the following information in connection with its continuing effort to qualify forward-looking statements for the safe harbor protection of the PSLRA. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, the following: (i) changes in national and local economic and other conditions, such as employment levels, availability of mortgage financing, interest rates, consumer confidence, and housing demand; (ii) risks inherent in homebuilding activities, including delays in construction schedules, cost overruns, changes in government regulation, increases in real estate taxes and other local government fees; (iii) changes in costs or availability of land, materials, and labor; (iv) fluctuations in real estate values; (v) the timing of home closings and land sales; (vi) the Company's ability to continue to acquire additional land or options to acquire additional land on acceptable terms; (vii) lack of geographic diversification of the Company's operation, especially when (A) real estate analysts are predicting that new home sales in the Phoenix, Arizona metropolitan area will slow significantly during 1997 and 1998 and (B) new home sales in the Tucson, Arizona metropolitan area are expected to remain relatively flat during 1997; (viii) limited product diversification in that the Company derives most of its revenue from sales of semi-custom luxury homes; (ix) the inability of the Company to obtain sufficient capital on terms acceptable to the Company to fund its planned capital and other expenditures; (x) changes in local, state and federal rules and regulations governing real estate developing and homebuilding activities and environmental matters, including "no growth" or "slow growth" initiatives, building permit allocation ordinances and building moratoriums; (xi) expansion by the Company into new markets in which the Company has no operating experience; (xii) the inability of the Company to identify acquisition candidates that will result in successful combinations; (xiii) the failure of the Company to make acquisitions on terms acceptable to the Company; (xiv) the loss of key employees of the Company, including William W. Cleverly, Steven J. Hilton and John Landon; and (xv) factors that may affect the Company's mortgage assets, including general conditions in the financial markets, changes in prepayment rates and changes in interest rates. Forward-looking statements express expectations of future events. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. Due to these inherent uncertainties, the investment community is urged not to place undue reliance on forward-looking statements. In addition, Monterey - ----------------------- 1 "Forward-looking statements" can be identified by use of words such as "expect," "believe," "estimate," "project," "forecast," "anticipate," "plan," and similar expressions. undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to projections over time. -----END PRIVACY-ENHANCED MESSAGE-----