Forestar Group Inc. (Form: 8-K, Received: 02/12/2009 09:01:23)

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): February 10, 2009

FORESTAR GROUP INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33662	26-1336998

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6300 Bee Cave Road, Building Two, Suite 500
Austin, Texas 78746

(Address of Principal Executive Offices including Zip Code)

(512) 433-5200

(Registrant’s telephone number, including area code)

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 10, 2009, the Management Development and Executive Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Forestar Group Inc. (the “Company”) approved a form of stock appreciation rights agreement to govern the terms of stock appreciation rights granted to senior executives and other employees under the Company’s 2007 Stock Incentive Plan (the “Plan”). Stock appreciation rights, or SARs, permit the grantee to receive the appreciation in the value of the Company’s common stock directly from the Company in cash or shares of Company common stock. The Compensation Committee determines the number of shares covered by the SARs, the exercise price of the SARs, the vesting schedule for the SARs, and whether the SARs will be settled in cash or stock. Upon exercise of the vested SARs, the grantee will receive, as determined by the Compensation Committee, either (1) cash in an amount equal to the difference between the fair market value of the Company’s common stock at the date of exercise and the exercise price of the SARs, multiplied by the number of shares with respect to which the SARs are exercised, or (2) a number of shares of Company common stock equal to such cash amount divided by the fair market value of Company common stock on the date of exercise. The exercise price for each SAR granted will not be less than the fair market value of a share of Company common stock on the date of grant. If the grantee’s employment with the Company is terminated for any reason prior to the first anniversary of the grant date of the SARs, such SARs will automatically terminate unless such SARs termination is waived by the Company. The term of the SARs will not exceed ten years. In the event of a change in control (as defined in the agreement) of the Company or retirement of the grantee, all outstanding SARs will become automatically exercisable in full.

In addition, on February 10, 2009, the Compensation Committee approved a modification to the form of restricted stock units agreement to govern restricted stock units granted to senior executives under the Plan to provide that (1) restricted stock awards may be settled in cash or shares of Company common stock, as determined by the Compensation Committee in its discretion, and (2) the restricted stock units will not automatically vest and become payable upon retirement.

The form of stock appreciation rights agreement and the amended form of restricted stock units agreement are filed as Exhibits 10.1 and 10.2 to this Form 8-K and are incorporated by reference into this Item 5.02(e).

Item 8.01. Other Events.

On February 11, 2009, the Company issued a press release announcing strategic initiatives designed to enhance shareholder value. The strategic initiatives are to (1) generate significant cash flow, principally from the sale of approximately 175,000 acres of HBU timberland, (2) reduce outstanding indebtedness of the Company by approximately $150 million, and (3) repurchase up to seven million shares of the Company’s currently outstanding common stock pursuant to a stock repurchase program approved by the Board on February 10, 2009. Under the repurchase program, the Company anticipates that stock will be repurchased from time to time through open market or privately negotiated transactions, subject to market conditions and other factors. Debt reduction and stock repurchases under the repurchase plan will be funded by proceeds from the above-described asset sales.

The Company also announced that following consideration and evaluation in consultation with its financial and legal advisors, the Board unanimously determined that the proposal from Holland Ware to acquire the Company for $15 per share, in the judgment of the Board, significantly undervalues the Company and its prospects, and is not in the best interest of the Company and its shareholders.

The press release is filed as Exhibit 99.1 to this Form 8-K.

9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

10.1		Form of Stock Appreciation Rights Agreement

10.2		Form of Restricted Stock Units Agreement for senior executives

99.1		Press Release dated February 11, 2009

SIGNATURES

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


	FORESTAR GROUP INC.
Dated: February 12, 2009	By:	/s/ David M. Grimm
		Name:	David M. Grimm
		Title:	Chief Administrative Officer, General Counsel and Secretary

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

10.1		Form of Stock Appreciation Rights Agreement

10.2		Form of Restricted Stock Units Agreement for senior executives

99.1		Press Release dated February 11, 2009

Exhibit 10.1

FORESTAR GROUP INC.
STOCK APPRECIATION RIGHT AGREEMENT

This Agreement is entered into between FORESTAR GROUP INC., a Delaware corporation (“Forestar”) and the Employee named above, and is an integral and inseparable term of Employee’s employment as a salaried employee of Forestar or one of its Affiliates. In consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, Forestar and the Employee hereby agree as follows:

Grant of Stock Appreciation Right . Pursuant to, and subject to the terms and conditions set forth in the Plan, Forestar hereby irrevocably grants to the Employee, as a matter of separate agreement and not in lieu of salary or any other compensation for services, a Stock Appreciation Right covering the number of shares of Common Stock stated above on the terms and conditions herein set forth (the “SAR”).

Governing Documents . This Agreement and the award hereunder are subject to all the restrictions, terms and provisions of the Forestar Group Inc. 2007 Stock Incentive Plan (as amended, the “Plan”) and of the Forestar Group Inc. Stock Appreciation Right Terms and Conditions (the “Terms and Conditions”; and together with the Plan, the “Plan Documents”) which are herein incorporated by reference and to the terms of which the Employee hereby agrees. Capitalized terms used in this Agreement that are not defined herein shall have the meaning set forth in the Plan Documents.

Exercise of SAR . The SAR shall become exercisable in installments on and after each “Date Exercisable” as stated above. The SAR may be exercised in whole, at any time, or in part , from time to time, as to all or any of the shares as to which the SAR is then exercisable under the SAR (provided that the SAR may not be exercised as to less than the lesser of 100 shares or the number of shares as to which the SAR is then exercisable). The term of the SAR shall commence on the Date of Grant and shall expire on the Expiration Date stated above or such earlier date as is prescribed in the Plan Documents. Except as otherwise provided in the Plan Documents, the SAR shall not be exercisable unless the Employee shall, at the time of exercise, be an employee of Forestar or one of its Affiliates. The SAR may be exercised only upon notice to Forestar in accordance with, and subject to the terms and conditions of, this Agreement and the Plan Documents.

No Stockholder Rights . The Employee shall have none of the rights of a stockholder with respect to the shares covered by the SAR.

Payment Upon Exercise of SAR . Upon exercise of the SAR, the Employee shall be entitled to receive from Forestar, without payment to Forestar (but subject to required tax withholding), in the amount as determined under Section 3c. of the Terms and Conditions and in the form as determined by the Committee in its discretion at the time of payment.

Employment Requirement . The Employee agrees that the Employee will remain in the employ of Forestar or of an Affiliate for a period ending on one year from the date hereof and that the Employee will, during such employment, devote his or her time, energy and skill to the service of Forestar or such Affiliate and the promotion of its interests, subject to vacations, sick leave and other absences in accordance with the regular policies of Forestar or such Affiliate. Notwithstanding the foregoing, if the Employee has been granted one or more Options or stock appreciation rights under the Plan, the period of time during which the Employee shall be obligated to remain in the employ of Forestar or of an Affiliate hereunder and under the terms of such other option or stock appreciation right agreement or agreements shall run concurrently and not

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consecutively. Such employment shall be at the pleasure of Forestar or such Affiliate and shall be at such compensation as Forestar or such Affiliate shall determine from time to time. Upon termination of the Employee’s employment (voluntary or involuntary, with or without cause) within the one (1) year period described above without the written consent of Forestar or such Affiliate to waive this requirement, the SAR shall forthwith terminate.

Arbitration . The Employee and Forestar agree that this Agreement arises out of, and is inseparable from, the Employee’s employment with Forestar or any of its Affiliates. The Employee and Forestar further agree to final and binding arbitration as the exclusive forum for resolution of any dispute of any nature whatsoever, whether initiated by the Employee or Forestar, arising out of, related to, or connected with Employee’s employment with, or termination by, Forestar or any of its Affiliates. This includes, without limitation, any dispute arising out of the application, interpretation, enforcement, or claimed breach of this Agreement. The only exceptions to the scope of this arbitration provision are claims arising under any written agreement between the Employee and Forestar or its Affiliate that expressly provides that such claims are not subject to binding arbitration. Arbitration under this provision shall be conducted under the employment dispute rules and procedures of either the American Arbitration Association or of JAMS/Endispute, according to the preference of the party initiating such arbitration. Appeal from, or confirmation of, any arbitration award under this paragraph may be made to any court of competent jurisdiction under standards applicable to appeal or confirmation of arbitration awards under the Federal Arbitration Act. This arbitration provision and related proceedings shall be subject to and governed by the Federal Arbitration Act.

Miscellaneous . The Committee may from time to time modify or amend this Agreement in accordance with the provisions of the Plan Documents. This Agreement shall be binding upon and inure to the benefit of Forestar and its successors and assigns and shall be binding upon and inure to the benefit of the Employee and his or her legatees, distributees and personal representatives. This Agreement may be executed by Forestar and the Employee by means of electronic or digital signatures, which shall have the same force and effect as manual signatures. Participant agrees that clicking “I Accept” in connection with or response to any electronic communication or other medium has the effect of affixing the Participant’s electronic signature to this Agreement. By signing this Agreement, the Employee acknowledges and expressly agrees that the Employee has read the Agreement and the Plan Documents and agrees to their terms. This Agreement shall be governed by and construed in accord with federal law, where applicable, and otherwise with the laws of the State of Texas.

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FORESTAR GROUP INC.

STOCK APPRECIATION RIGHT TERMS AND CONDITIONS

Definitions : For purposes of this Forestar Group Inc. Stock Appreciation Right Terms and Conditions (the “Terms and Conditions”), the Forestar Group Inc. 2007 Stock Incentive Plan (as amended, the “Plan”; and together with the Terms and Conditions, the “Plan Documents”), and the Stock Appreciation Rights (“SARs”) to which this Terms and Conditions applies, the following terms shall have the meanings set forth below:

	a.		Cause : means “cause” as defined in Participant’s employment or service agreement or in the absence of such an agreement or such a definition, “Cause” will mean a determination by the Committee that Participant (i) has engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit, (ii) is unable to satisfactorily perform or has failed to satisfactorily perform Participant’s duties and responsibilities for Forestar or any Affiliate, (iii) has been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude, (iv) has engaged in negligence or willful misconduct in the performance of his or her duties, including but not limited to willfully refusing without proper legal reason to perform Participant’s duties and responsibilities, (v) has materially breached any corporate policy or code of conduct established by Forestar or any Affiliate as such policies or codes may be adopted from time to time, (vi) has violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information and inventions, or any other agreement between Participant and the Forestar related to Participant’s Service, or (vii) has engaged in conduct that is likely to have a deleterious effect on Forestar or any Affiliate or their legitimate business interests, including but not limited to their goodwill and public image.

	b.		Change in Control :

A change in control shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

	(1)		any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Forestar (not including in the securities beneficially owned by such Person any securities acquired directly from Forestar or its Affiliates) representing 20% or more of the combined voting power of Forestar’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clauses (a), (b) or (c) of paragraph (3) below;

	(2)		within any twenty-four (24) month period, the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Forestar) whose appointment or election by the Board or nomination for election by Forestar’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended;

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	(3)		there is consummated a merger, consolidation of Forestar or any direct or indirect subsidiary of Forestar with any other corporation or any recapitalization of Forestar (for purposes of this paragraph (III), a “Business Event”) unless, immediately following such Business Event (a) the directors of Forestar immediately prior to such Business Event continue to constitute at least a majority of the board of directors of Forestar, the surviving entity or any parent thereof, (b) the voting securities of Forestar outstanding immediately prior to such Business Event continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of Forestar or any subsidiary of Forestar, at least 60% of the combined voting power of the securities of Forestar or such surviving entity or any parent thereof outstanding immediately after such Business Event, and (c) in the event of a recapitalization, no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Forestar or such surviving entity or any parent thereof (not including in the securities Beneficially Owned by such Person any securities acquired directly from Forestar or its Affiliates) representing 20% or more of the combined voting power of the then outstanding securities of Forestar or such surviving entity or any parent thereof (except to the extent such ownership existed prior to the Business Event);

	(4)		the shareholders of Forestar approve a plan of complete liquidation or dissolution of Forestar;

	(5)		there is consummated an agreement for the sale, disposition or long-term lease by Forestar of substantially all of Forestar’s assets, other than (a) such a sale, disposition or lease to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of Forestar in substantially the same proportions as their ownership of Forestar immediately prior to such sale or disposition or (b) the distribution directly to Forestar’s shareholders (in one distribution or a series of related distributions) of all of the stock of one or more subsidiaries of Forestar that represent substantially all of Forestar’s assets; or

	(6)		any other event that the Board, in its sole discretion, determines to be a Change in Control for purposes of this Agreement.

			Notwithstanding the foregoing, a “Change in Control” under clauses (1) through (5) above shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of Forestar immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in one or more entities which, singly or together, immediately following such transaction or series of transactions, own all or substantially all of the assets of Forestar as constituted immediately prior to such transaction or series of transactions.

ii.

For purposes of this definition of “Change in Control”:

	(1)		“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

	(2)		“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the

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			Exchange Act.

	(3)		“Effective Date” means the Date of Grant of the applicable SAR.

	(4)		“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

	(5)		“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) Forestar or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of Forestar or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of Forestar in substantially the same proportions as their ownership of stock of Forestar.

	c.		Exercise Price : means the Exercise Price, as set forth in the applicable SAR Agreement, which shall not be less than Fair Market Value on the Date of Grant .

	d.		Disability : means Termination of Service due to a Participant’s becoming disabled (within the meaning of Section 409A of the Code).

	e.		Group : means Forestar and its Affiliates.

	f.		Participant : means any Employee who has been granted a SAR, or any transferee of a SAR by reason of the death of the Employee or pursuant to the requirements of applicable law.

	g.		Plan : means the Forestar Group Inc. 2007 Stock Incentive Plan, as amended.

	h.		Retirement : means a Participant’s Termination of Service after either (i) attaining age 65 or (ii) attaining age 55 and completing at least five years of service with Forestar or any of its Affiliates.

	i.		Forestar : means Forestar Group Inc. and any successor.

	j.		SAR Agreement : means an Agreement representing a SAR granted under the Plan and subject to these Terms and Conditions.

	k.		Termination of Service : means the Employee’s termination of employment by the Group for any reason.

		Capitalized terms used herein but not defined herein shall have the meaning assigned to such terms in the Plan.

2.		Acceptance of SAR Agreement : A SAR grant shall be immediately cancelled and expire if the applicable SAR Agreement is not accepted (in such manner as may be specified by Forestar) by a Participant (or his or her agent or attorney) and delivered to Forestar (in such manner as may be specified by Forestar) within 60 days after the Date of Grant of the SAR (unless an extension of such deadline for extenuating circumstances is approved by a Vice President of Forestar).

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3 . Exercise of SARs :

	a.		In order to exercise a SAR, notice must be provided to Forestar in such form as may be specified by Forestar. Such notice shall state that the Participant elects to exercise a specified SAR award and the number of Shares in respect of which it is being exercised.

	b.		Except as provided in paragraph 5, no SAR may be exercised at any time unless the holder thereof is then an Employee of the Group.

	c.		The applicable SAR Agreement will specify whether the payment under the SAR is to be made in cash or Shares, or both, or will reserve to the Committee the right to make that determination prior to or upon the exercise of the Stock Appreciation Right. Alternatively, the Committee may provide in an Agreement that the Participant has the discretion whether to accept payment in cash or Shares, or both. If payment is to be made in cash, the amount of the payment will equal the product of (a) the number of shares of Common Stock as to which the SAR is being exercised, and (b) the excess of (a) the Fair Market Value of a share of Common Stock on the date of exercise over (b) the Exercise Price of the SAR (the “Cash Payment”). If the payment under a SAR is to be made in Shares, the number of Shares to be issued will equal the Cash Payment, divided by the Fair Market Value of a Share on the date of exercise, rounded to the nearest Share. All payments will be made within 60 days of the exercise of the SAR

4.		Withholding : Forestar’s obligation to pay a Participant upon exercise of a SAR, in accordance with and subject to the terms of the applicable SAR Agreement, shall be subject to the satisfaction of applicable federal, state and local tax withholding requirements. SAR payments that are withheld to satisfy applicable withholding taxes shall be determined based on the Fair Market Value of the Common Stock on the date the withholding tax obligation arises. Only the required statutory minimum tax may be withheld; excess tax withholding is not allowed.

5.		Termination of Employment : In the event of the Termination of Service of a Participant to whom a SAR has been granted, the SAR may, subject to the provisions of paragraph 3 hereof, be exercised as follows:


Termination	Vested SAR Exercise Period	Treatment of Unvested SARs
Death	12 months	Immediately Vest

Disability	36 months	Immediately Vest

Retirement	Until Expiration of SAR	Immediately Vest

For Cause	None—All unexercised Shares are immediately forfeited.	Forfeited

Other Termination of Service	3 months	Forfeited

Notwithstanding the foregoing, in no event may a SAR be exercised after expiration of its stated term, and in no event shall such term exceed ten years. SAR awards granted under the Plan to a Participant shall not be affected by any change of employment so long as the Participant continues to be an Employee of the Group. A SAR Agreement may contain such provisions as the Committee may approve with respect to the effect of approved leaves of absence for employees.

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6 .		Adjustments upon Changes in Capitalization; Other Changes : Notwithstanding any other provisions of the Plan, in the event of any change in the outstanding Common Stock by reason of any stock dividend, split-up, spin-off, recapitalization, reclassification, combination or exchange of shares, merger, consolidation or liquidation and the like, the Committee shall provide for a substitution for or adjustment in (i) the number and class of shares covered by outstanding SAR awards, and (ii) the Exercise Prices of outstanding SARs. The Committee’s determinations with regard to the adjustments or substitutions provided for by this paragraph shall be conclusive. The Committee may at any time, in its sole discretion, make such amendments to the terms of SAR Agreements as it deems necessary or appropriate to reflect any adjustments or substitutions made under the Plan or pursuant to this paragraph.

7.		Change in Control : Notwithstanding any contrary waiting period, installment period or other limitation or restriction in any SAR Agreement or in the Plan, each outstanding SAR award granted under the Plan shall become exercisable in full for the aggregate number of shares covered thereby in the event of a Change in Control. Any provision of the Plan Documents or any SAR Agreement to the contrary notwithstanding, in the event of a merger or consolidation to which Forestar is a party, the Committee shall take such actions, if any, as it deems necessary or appropriate to prevent the enlargement or diminishment of Participants’ rights under any SAR award, and may, in its discretion, cause any SAR award to be canceled in consideration of a payment equal to the product of (a) the number of shares of Common Stock that the SAR award covers (and has not previously been exercised) and (b) the excess, if any, of the Fair Market Value of a share of Common Stock as of the date of cancellation over the Exercise Price of the applicable SAR.

8.		Nonalienation of Benefits : Except as required by applicable law, no right or benefit under the Plan or any SAR award shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, transfer, pledge, exchange, transfer, encumber or charge the same shall be void. No right or benefit under the Plan or any SAR award shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefit. If any Participant shall become bankrupt or attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge any right or benefit under the Plan or any SAR award, then such right or benefit shall, in the discretion of the Committee, cease and terminate, and in such event, the Committee in its discretion may hold or apply the same or any part thereof for the benefit of the Participant or his beneficiary, spouse, children or other dependents, or any of them, in such manner and in such proportion as the Committee may deem proper.

9 .		No Right to Continued Employment; No Additional Rights : Nothing contained in the Plan or in any SAR Agreement shall confer on any Participant any right to continue in the employ of Forestar or any of its Affiliates or interfere in any way with the right of Forestar or an Affiliate to terminate the employment of a Participant at any time, with or without cause, notwithstanding the possibility that the number of shares of Common Stock purchasable by such person under his or her SAR award (or SAR awards) may thereby be reduced or eliminated. Nothing in the Plan Documents or any SAR Agreement shall be construed to give any employee of Forestar or any Affiliate any right to receive a SAR award or as evidence of any agreement or understanding, express or implied, that Forestar or any Affiliate will employ the Participant in any particular position or at any particular rate of remuneration, or for any particular period of time. In no event shall a SAR award provide any Participant with dividend equivalency rights with respect to the Shares covered by a SAR award.

10.		Exclusion from Pension, Profit-Sharing and Other Benefit Computations : By acceptance of a SAR award under the Plan, a Participant shall be deemed to have agreed that any compensation arising from the SAR award constitutes special incentive compensation that shall not be taken into account as “salary”, “pay”, “compensation” or “bonus” in determining the amount of any payment under any pension, retirement or profit-sharing plan of Forestar or any Affiliate. In addition, each Participant shall be deemed to have agreed that neither the award, vesting, nor exercise of a SAR shall be taken into account in determining the amount of any life insurance coverage or short or long-term disability coverage provided by Forestar or any Affiliate.

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11.		Applicability : This Terms and Conditions shall apply to all SAR awards to which the Committee designates it as applying, and the Committee may designate it as applying to a SAR award in whole or in part in its discretion.

12.		Plan Controls : In the event of any conflict between the Plan and the terms of a SAR Agreement or the Terms and Conditions, the Plan shall govern.

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Exhibit 10.2

FORESTAR GROUP INC.
RESTRICTED STOCK UNITS AGREEMENT

(Tier I)

This Agreement is entered into between FORESTAR GROUP INC., a Delaware corporation (“Forestar”), and Participant, and is an integral and inseparable term of Participant’s service as an employee, non-employee director, or other service provider of Forestar or an Affiliate. In consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, Forestar and the Participant hereby agree as follows:

	1.		Grant of Restricted Stock Units . Subject to the restrictions, terms and conditions of this Agreement (the “RSU Agreement”), the Forestar Group Inc. 2007 Stock Incentive Plan (as amended, the “Plan”) and the Forestar Standard Terms and Conditions for Restricted Stock Units (the “Standard Terms and Conditions” ; together with the Plan and the RSU Agreement, the “Plan Documents”), Forestar hereby awards to the Participant the number of restricted stock units stated above (the “Restricted Stock Units”).

	2.		Grant of DERs . Subject to the terms and conditions of the Plan Documents, the Participant is hereby granted a Dividend Equivalency Right (“DER”) to accompany each Restricted Stock Unit. Upon payment of a dividend to a holder of Common Stock, Participant will be entitled to payment of an amount equal to the amount of such per Share dividend payment, multiplied by the number of RSUs granted pursuant to this RSU Agreement, provided that the Participant has not experienced a Separation from Service with Forestar and its Affiliates through the date that such dividend payment was made (the “Dividend Payment Date”). Payment under each DER shall be made by the later of December 31 ^st of the year in which the Dividend Payment Date occurred or 2 ¹ / 2 months after such Dividend Payment Date. The form of payment under a DER will be made (at sole discretion of the Committee) in cash or in a number of shares equal to amount of such payment, divided by the Fair Market Value of a Share on the Dividend Payment Date, rounded to the nearest Share.

	3.		Governing Documents . The Restricted Stock Units and DERs awarded hereby are subject to all the restrictions, terms and provisions of the Plan Documents, which are herein incorporated by reference, and to the terms of which the Participant hereby agrees. Capitalized terms used in this RSU Agreement that are not defined herein shall have the meaning set forth in the Plan Documents.

	4.		No Stockholder Rights . The Restricted Stock Units will be represented by a book entry credited in the name of the Participant and are not actual shares of Common Stock. The Participant will not have the right to vote the Restricted Stock Units or any other rights of a holder of Common Stock as a result of this grant of Restricted Stock Units. The Participant acknowledges and agrees that (a) the Participant’s sole rights with respect to dividend payments are with respect to the payments that arise from the DERs and, (b) the Participant has no rights under this RSU Agreement or the Plan Documents with respect to the payment of dividend payments or the adjustment of the Restricted Stock Units to reflect the payment of cash dividends.

	5.		General Vesting Requirements . Except as otherwise provided in the Plan Documents and subject to the conditions of Paragraph 6 hereof, Restricted Stock Units shall vest in accordance with the Vesting

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			Schedule above as of the occurrence of a Vesting Date (including the Scheduled Vesting Date as set forth above), provided that the Participant has not experienced a Separation from Service with Forestar and its Affiliates through such Vesting Date. Notwithstanding the Vesting Schedule provided above, upon a Change in Control, all unvested Restricted Stock Units shall immediately vest. Upon an Participant’s Separation from Service for any reason prior to a Vesting Date, all Restricted Stock Units that are not vested and payable under Paragraph 7, and all accompanying DERs, shall be forfeited, and the Participant shall not thereafter have any rights with respect to the Restricted Stock Units and DERs so forfeited.

	6.		Committee Certification of Performance Goals . Except in connection with vesting upon a Change in Control, in no event shall any Restricted Stock Units vest as of the scheduled Vesting Date unless the Committee has certified that the Performance Goal set forth in Exhibit A (if any) hereto has been achieved.

	7.		Payment of Restricted Stock Units . Subject to the terms and conditions of the Plan Documents, Forestar will pay to the Participant an amount equal to the Fair Market Value per Share of Common Stock on the Vesting Date, multiplied by the number of RSUs that vest on such Vesting Date (the “Payment”). The Payment will be made as soon as practicable after the Vesting Date, but not later than ninety days after the Vesting Date (or, if earlier, March 15 of the calendar year following the year in which the Vesting Date occurs), *provided* that if the Vesting Date occurs upon or after a Change in Control, the Payment shall be made not later than the fifth business day after the Vesting Date. The form of the Payment will be made (at sole discretion of the Committee) in cash or in a number of shares equal to amount of the Payment, divided by the Fair Market Value of a Share on the Vesting Date, rounded to the nearest Share.

	8.		Arbitration . The Participant and Forestar agree that this RSU Agreement arises out of, and is inseparable from, the Participant’s employment or other service with Forestar or any of its Affiliates. The Participant and Forestar further agree to final and binding arbitration as the exclusive forum for resolution of any dispute of any nature whatsoever, whether initiated by the Participant or Forestar, arising out of, related to, or connected with Participant’s employment or other service with, or termination by, Forestar or any of its Affiliates. This includes, without limitation, any dispute arising out of the application, interpretation, enforcement, or claimed breach of this RSU Agreement. The only exceptions to the scope of this arbitration provision are claims arising under any written agreement between the Participant and Forestar or its Affiliate that expressly provides that such claims are not subject to binding arbitration. Arbitration under this provision shall be conducted under the employment dispute rules and procedures of either the American Arbitration Association or of JAMS/Endispute, according to the preference of the party initiating such arbitration. Appeal from, or confirmation of, any arbitration award under this paragraph may be made to any court of competent jurisdiction under standards applicable to appeal or confirmation of arbitration awards under the Federal Arbitration Act. This arbitration provision and related proceedings shall be subject to and governed by the Federal Arbitration Act.

	9.		Section 409A Acknowledgement and Release . Participant understands that payments under the Plan and this RSU Agreement are potentially subject to Section 409A of the Code (“409A”) and that if the Plan and this RSU Agreement do not satisfy an exception to 409A or do not comply with the requirements of 409A and the applicable guidance thereunder, then Participant may incur adverse tax consequences under 409A. Participant acknowledges and agrees that (a) Participant is solely responsible for all obligations arising as a result of the tax consequences associated with payments under this RSU Agreement including, without limitation, any taxes, interest or penalties associated with 409A, (b) Participant is not relying upon any written or oral statement or representation by Forestar or any Affiliate thereof, or any of their respective employees, directors, officers, attorneys or

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			agents (collectively, the “Company Parties”) regarding the tax effects associated with the execution of this RSU Agreement and the payment under this RSU Agreement and the Plan, and (c) in deciding to enter into this RSU Agreement, Participant is relying on his or her own judgment and the judgment of the professionals of his or her choice with whom Participant has consulted. Participant hereby releases, acquits and forever discharges the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with the execution of this RSU Agreement and any payment under the Plan and this RSU Agreement.

	10.		Miscellaneous . The Committee may from time to time modify or amend this RSU Agreement in accordance with the provisions of the Plan. This RSU Agreement shall be binding upon and inure to the benefit of Forestar and its successors and assigns and shall be binding upon and inure to the benefit of the Participant and his or her legatees, distributees and personal representatives. This RSU Agreement may be executed by Forestar and the Participant by means of electronic or digital signatures, which shall have the same force and effect as manual signatures. Participant agrees that clicking “I Accept” in connection with or response to any electronic communication or other medium has the effect of affixing the Participant’s electronic signature to this RSU Agreement. Participant acknowledges and expressly agrees that the Participant has read the RSU Agreement and the Plan Documents and agrees to their terms. This RSU Agreement shall be governed by and construed in accord with federal law, where applicable, and otherwise with the laws of the State of Texas.

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FORESTAR GROUP INC.
STANDARD TERMS AND CONDITIONS
FOR RESTRICTED STOCK UNITS

Certain Definitions : For purposes of this Forestar Group Inc. Terms and Conditions for Restricted Stock Units (the “Standard Terms and Conditions”), the Forestar Group Inc. 2007 Stock Incentive Plan (as amended, the “Plan”), and the Agreement that evidences the grant of Restricted Stock Units under the Plan (the “RSU Agreement”) to which this Standard Terms and Conditions applies, the following terms shall have the meanings set forth below:

Change in Control :

A change in control shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

	(1)		any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Forestar (not including in the securities beneficially owned by such Person any securities acquired directly from Forestar or its Affiliates) representing 20% or more of the combined voting power of Forestar’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clauses (a), (b) or (c) of paragraph (3) below;

	(2)		within any twenty-four (24) month period, the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Forestar) whose appointment or election by the Board or nomination for election by Forestar’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended;

	(3)		there is consummated a merger, consolidation of Forestar or any direct or indirect subsidiary of Forestar with any other corporation or any recapitalization of Forestar (for purposes of this paragraph (III), a “Business Event”) unless, immediately following such Business Event (a) the directors of Forestar immediately prior to such Business Event continue to constitute at least a majority of the board of directors of Forestar, the surviving entity or any parent thereof, (b) the voting securities of Forestar outstanding immediately prior to such Business Event continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of Forestar or any subsidiary of Forestar, at least 60% of the combined voting power of the securities of Forestar or such surviving entity or any parent thereof outstanding immediately after such Business Event, and (c) in the event of a

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			recapitalization, no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Forestar or such surviving entity or any parent thereof (not including in the securities Beneficially Owned by such Person any securities acquired directly from Forestar or its Affiliates) representing 20% or more of the combined voting power of the then outstanding securities of Forestar or such surviving entity or any parent thereof (except to the extent such ownership existed prior to the Business Event);

	(4)		the shareholders of Forestar approve a plan of complete liquidation or dissolution of Forestar;

	(5)		there is consummated an agreement for the sale, disposition or long-term lease by Forestar of substantially all of Forestar’s assets, other than (a) such a sale, disposition or lease to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of Forestar in substantially the same proportions as their ownership of Forestar immediately prior to such sale or disposition or (b) the distribution directly to Forestar’s shareholders (in one distribution or a series of related distributions) of all of the stock of one or more subsidiaries of Forestar that represent substantially all of Forestar’s assets; or

	(6)		any other event that the Board, in its sole discretion, determines to be a Change in Control for purposes of this Agreement.

			Notwithstanding the foregoing, a “Change in Control” under clauses (1) through (5) above shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of Forestar immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in one or more entities which, singly or together, immediately following such transaction or series of transactions, own all or substantially all of the assets of Forestar as constituted immediately prior to such transaction or series of transactions.

ii.

For purposes of this definition of “Change in Control”:

	(1)		“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

	(2)		“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

	(3)		“Effective Date” means, the Date of Grant of the applicable Restricted Stock Units.

	(4)		“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

	(5)		“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) Forestar or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of Forestar or any

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of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of Forestar in substantially the same proportions as their ownership of stock of Forestar.

	b.		Dividend Equivalency Rights or DERs : means a right granted in connection with a Restricted Stock Unit to receive payment on the terms and conditions set forth in the Plan Documents of an amount equivalent to any dividend paid to a holder of Common Stock.

	c.		Forestar : means Forestar Group Inc. and any successor thereto.

	d.		Plan Documents: means the Plan, the RSU Agreement and the Standard Terms and Conditions.

	e.		RSU Agreement : means the written Agreement executed by Forestar and a Participant evidencing a grant of Restricted Stock Units under the Plan.

	f.		Separation From Service : means a Participant’s separation from service (within the meaning of Treasury Regs. § 1.409A-1(h)) with Forestar and its Affiliates after the Date of Grant of the relevant Restricted Stock Units.

	g.		Vesting Date : means, with respect to any award of Restricted Stock Units hereunder, the earliest of (a) such date or dates as the Committee shall specify in the Restricted Stock Units Agreement evidencing such award of Restricted Stock Units as the Scheduled Vesting Date(s), (b) the occurrence of a Change in Control, (c) the Participant’s death, or (d) the Participant’s becoming disabled (within the meaning of Section 409A of the Code).

		Capitalized terms used herein but not defined herein shall have the meaning assigned to such terms in the Plan.

2.		Restricted Stock Unit Agreement; Acceptance and Execution : The grant of Restricted Stock Units shall be evidenced by, and subject to the terms and conditions of, a RSU Agreement. The RSU Agreement shall identify the Participant who has been granted the RSUs, the Date of Grant, the number of Restricted Stock Units and accompanying DERs (if any) granted pursuant to an Award, the dates upon which Restricted Stock Units and accompanying DERs (if any) become vested an are payable. Restricted Stock Units shall be immediately cancelled and expire if the applicable RSU Agreement is not executed (in such manner as may be specified by Forestar) by such Participant (or his or her agent or attorney) and delivered to Forestar (in such manner as may be specified by Forestar) within 60 days after the Date of Grant of the Restricted Stock Units (unless an extension of such deadline for extenuating circumstances is approved by a Vice President of Forestar).

3.		Form of Awards : Restricted Stock Units and accompanying DERs, when issued, will be represented by a book entry in the name of the Participant. Unless and until a certificate or certificates representing Shares will have been issued by Forestar to Participant for payment under a Restricted Stock Unit, Participant will not be or have any of the rights or privileges of a shareholder of Forestar with respect to Shares issuable upon vesting of this RSU.

4.		Vesting and Time of Payment : Provided that a Participant has not experienced a Separation from Service with Forestar or an Affiliate through the Vesting Date, the Participant shall vest and be entitled to payment under a Restricted Stock Unit on the Vesting Date for such Restricted Stock Unit. The payment under a Restricted Stock Unit shall be made no later than March 15 ^th of the year following the year in which the Vesting Date occurs. Notwithstanding the above, payment under a Restricted Stock Unit shall be subject to paragraph 9 herein.

5.		Payment Amount : Payment under an RSU may be made in cash or in shares, or both, at the discretion of the Committee or as otherwise set forth in the Agreement. If payment is made in Shares, a Participant shall be entitled to a Share for each RSU that vests on a given Vesting Date. If payment in made in cash, the amount of payment under each Restricted Stock Unit shall be equal to the Fair Market Value per Share of Common Stock on the Vesting Date of each such Restricted Stock Unit.

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6.		Dividend Equivalency Rights : Upon the payment of a dividend to a holder of Common Stock, the holder of a DER will either be paid an amount equal to such dividend or be credited such amount to a bookkeeping account, with such the amount reflected in such account to be paid upon the vesting and payment of the underlying DER, provided a Participant has not experienced a Separation from Service with Forestar or an Affiliate through the date such dividend payment is made to a holder of Common Stock. Upon the Participant’s Separation from Service with Forestar and its Affiliates or the vesting and payment of the accompanying RSU, the DER will expire, and Participant shall not longer be entitled to payment under such DER.

7.		Nonalienation of Benefits : Except as required by applicable law, no right or benefit under the Plan or any Restricted Stock Units Agreement shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, transfer, pledge, exchange, transfer, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefit. If any Participant shall become bankrupt or attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge any right or benefit under the Plan or any Restricted Stock Units Agreement, then such right or benefit shall, in the discretion of the Committee, cease and terminate, and in such event, the Committee in its discretion may hold or apply the same or any part thereof for the benefit of the Participant or his beneficiary, spouse, children or other dependents, or any of them, in such manner and in such proportion as the Committee may deem proper.

8.		Withholding : Forestar’s obligation to pay Restricted Stock Units in accordance with, and subject to the terms of, the applicable Restricted Stock Units Agreement, shall be subject to the satisfaction of applicable federal, state and local tax withholding requirements (if any). Restricted Stock Unit payments that are withheld to satisfy applicable withholding taxes shall be determined based on the Fair Market Value of the Common Stock on the date the withholding tax obligation arises. Only the required statutory minimum tax may be withheld; excess tax withholding is not allowed.

9.		Section 409A : Notwithstanding any provision to the contrary in an RSU Agreement or the Plan, if a Participant is a “specified employee” (within the meaning of Section 409A(a)(2)(B) of the Code) and the payment under this RSU otherwise constitutes a deferral of compensation (within the meaning of Treas. Reg. § 1.409A-1(b)), then to the extent required by Section 409A(a)(2)(B) of the Code, no payment of Restricted Stock Units shall be made to the Participant prior to the earlier of (a) the expiration of the six month period measured from the date of the Participant’s Separation From Service, and (b) the date of the Participant’s death.

10.		No Right to Continued Employment; No Additional Rights : Nothing contained in the Plan or in any Restricted Stock Units Agreement shall confer on any Participant any right to continue in the employ or service of Forestar or any of its Affiliates or interfere in any way with the right of Forestar or an Affiliate to terminate the employment or service of a Participant at any time, with or without cause, notwithstanding the Restricted Stock Units awarded to the Participant may be forfeited. Nothing in the Plan Documents or any Restricted Stock Units Agreement shall be construed to give any employee, director or consultant of Forestar or any Affiliate any right to receive an award of Restricted Stock Units or as evidence of any agreement or understanding, express or implied, that Forestar or any Affiliate will employ or retain the Participant in any particular position or at any particular rate of remuneration, or for any particular period of time.

11.		Changes in Stock : In the event of any change in the outstanding stock covered by Restricted Stock Units by reason of any stock dividend, split-up, spin-off, recapitalization, reclassification, combination

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		or exchange of shares, merger, consolidation or liquidation or the like, the Committee shall provide for a substitution for or adjustment in the number and class of shares covered by the Restricted Stock Units. The Committee’s determination with regard to any such substitution or adjustment shall be conclusive. The Committee may at any time, in its sole discretion, make such amendments to the terms of Restricted Stock Units Agreements as it deems necessary or appropriate to reflect any adjustments or substitutions made pursuant to this paragraph.

12.		Exclusion from Pension, Profit-Sharing and Other Benefit Computations : By acceptance of a Restricted Stock Units award under the Plan, a Participant shall be deemed to have agreed that any compensation arising out of the award constitutes special incentive compensation that shall not be taken into account as “salary”, “pay”, “compensation” or “bonus” in determining the amount of any payment under any pension, retirement or profit-sharing plan of Forestar or any Affiliate. In addition, each Participant shall be deemed to have agreed that neither the award, vesting nor payment of Restricted Stock Units shall be taken into account in determining the amount of any life insurance coverage or short or long-term disability coverage provided by Forestar or any Affiliate.

13.		Applicability : These Standard Terms and Conditions shall apply to Restricted Stock Units as to which the Committee designates it as applying, and the Committee may designate it as applying in whole or in part in its discretion to a Restricted Stock Units award.

14.		Plan Controls : In the event of any conflict between the Plan and the terms of a Restricted Stock Units Agreement or the Standard Terms and Conditions, the Plan shall govern.

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Exhibit 99.1

NEWS
RELEASE


FOR IMMEDIATE RELEASE
CONTACT:		Chris L. Nines
		(512) 433-5210

FORESTAR’S BOARD OF DIRECTORS ANNOUNCES STRATEGIC
INITIATIVES TO ENHANCE SHAREHOLDER VALUE AND UNANIMOUSLY
REJECTS UNSOLICITED PROPOSAL FROM HOLLAND WARE

AUSTIN, TEXAS, February 11, 2009 — Forestar Group Inc. (NYSE: FOR) today announced the following strategic initiatives to enhance shareholder value:

	•		Generate significant cash flow, principally from the sale of approximately 175,000 acres of HBU timberland

	•		Reduce debt by approximately $150 million, and

	•		Repurchase up to 20% of the company’s outstanding shares

As a part of the plan, the Board of Directors authorized repurchase of up to 7 million shares of common stock, which represent approximately 20% of the company’s currently outstanding shares. Debt reduction and share repurchases will be funded by proceeds from the asset sales described above. Repurchases will be accomplished from time to time through open market or privately negotiated transactions, subject to market conditions and other factors.

“Forestar’s Board of Directors and management team are confident these initiatives will significantly enhance shareholder value,” stated Jim DeCosmo, president and chief executive officer of Forestar Group. “Despite difficult market conditions, we have confidence in our ability to execute these sales. We believe these strategic initiatives are consistent with our commitment to enhance shareholder value and position Forestar to take advantage of future growth opportunities.”

The company also announced that following consideration and evaluation in consultation with its financial and legal advisors, the Board of Directors unanimously determined that the proposal from Holland Ware to acquire the company for $15 per share, in the judgment of the Board of Directors, significantly undervalues the company and its prospects, and is not in the best interest of the company and its shareholders. The company and Board of Directors retained Goldman, Sachs & Co. as financial advisors, the company retained Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel and the Board of Directors retained Gibson, Dunn & Crutcher LLP as legal counsel.

About Forestar Group

Forestar Group Inc. operates in three business segments: real estate, mineral resources and fiber resources. The real estate segment owns directly or through ventures over 365,000 acres of real estate located in ten states and thirteen markets in the U.S. The real estate segment has 25 real estate projects representing almost 34,000 acres currently in the entitlement process, and 78 entitled, developed and under development projects in eight states and twelve markets encompassing over 17,000 acres, comprised of almost 30,000 residential lots and over 2,200 commercial acres. The mineral resources segment manages about 622,000 net acres of oil and gas mineral interests. The fiber resources segment sells wood fiber from its land primarily located in Georgia, and leases land for recreational uses. The company also has a 45% nonparticipating royalty interest in groundwater produced or withdrawn for commercial purposes from approximately 1.38 million acres in Texas, Louisiana, Georgia and Alabama. Forestar’s address on the World Wide Web is www.forestargroup.com .

Forward-looking Statements

This release contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with respect to future events and are subject to risk and uncertainties. We note that a variety of factors and uncertainties could cause our actual results to differ significantly from the results discussed in the forward-looking statements. Factors and uncertainties that might cause such differences include, but are not limited to: general economic, market, or business conditions; the availability of loans and fluctuations in the credit markets; the opportunities (or lack thereof) that may be presented to us and that we may pursue; fluctuations in costs and expenses including development costs; demand for new housing, including impacts from mortgage credit availability; lengthy and uncertain entitlement processes; cyclicality of our businesses; accuracy of accounting assumptions; competitive actions by other companies; changes in laws or regulations; changes in federal energy policies; demand for oil and gas; and other factors, many of which are beyond our control. Except as required by law, we expressly disclaim any obligation to publicly revise any forward-looking statements contained in this news release to reflect the occurrence of events after the date of this release.