UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):  September 10, 2004

 

MERITAGE HOMES CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

1-9977

 

86-0611231

(State or Other Jurisdiction
of Incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

8501 E. Princess Drive, Suite 290, Scottsdale , Arizona

 

85255

(Address of Principal Executive Offices)

 

(Zip Code)

 

(480) 609-3330

(Registrant’s telephone number, including a rea code)

 

Meritage Corporation

(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):

 

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 5.03               AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

 

On September 10, 2004 the Company filed articles of amendment to its articles of incorporation pursuant to which the Company’s name was changed from Meritage Corporation to Meritage Homes Corporation.  The effective date of the amendment is September 14, 2004.  The name change is more fully described in the press release included at Exhibit 99.1.  A copy of the articles of amendment is included at Exhibit 3.1.

 

 

ITEM 9.01.              FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits

 

 

3.1

 

 

Articles of Amendment

 

 

 

 

 

 

99.1

 

 

Press Release dated September 15, 2004.

 

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.

 

Dated:  September 15, 2004

 

 

 

MERITAGE CORPORATION

 

 

 

 

 

/s/ Larry W. Seay

 

 

By:

Larry W. Seay

 

 

Chief Financial Officer,

 

 

Vice President-Finance and Secretary

 

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EXHIBIT INDEX

 

 

Exhibit No.

 

Description

 

 

 

3.1

 

 

Articles of Amendment

 

 

 

 

99.1

 

 

Press Release dated September 15, 2004.

 

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Exhibit 3.1

 

MERITAGE CORPORATION

 

ARTICLES OF AMENDMENT

 

Meritage Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

 

FIRST :                   The charter of the Corporation is hereby amended to change the name of the Corporation to Meritage Homes Corporation.

 

SECOND :              The amendment of the charter of the Corporation as hereinabove set forth was approved by a majority of the entire board of directors and the amendment was limited to a change expressly authorized by § 2-605 of the Maryland General Corporation Law to be made without action by the stockholders.

 

THIRD :                  These Articles of Amendment will be effective on September 14, 2004, or such later date as the Department accepts the Articles of Amendment for record.

 

The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and states that, to the best of his or her knowledge, information and belief, the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects and that this statement is made under the penalties for perjury.

 

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Co-Chairman and Chief Executive Officer and attested to by its Secretary on the 10th day of September, 2004.

 

ATTEST:

MERITAGE CORPORATION

 

 

 

 

/s/ Larry W. Seay

 

By:

/s/ Steven J. Hilton

 

Larry W. Seay, Secretary

 

Steven J. Hilton, Co-Chairman

 

 

and Chief Executive Officer

 

Exhibit 99.1

 

 

press release
A DYNAMIC GROWTH IN THE HOME BUILDING SECTOR

 

Contacts:

 

Arizona:

 

Texas:

 

New York:

 

 

Larry Seay

 

Jane Hays

 

Chris Tofalli

 

 

CFO & Vice President Finance

 

Vice President-Corp. Development

 

Broadgate Consultants

 

 

(480) 609-3336

 

(972) 543-8123

 

(212) 232-2222

 

MERITAGE CORPORATION LISTED AMONG FORTUNE’S FASTEST GROWING –

CHANGES NAME TO MERITAGE HOMES CORPORATION

 

Scottsdale, Arizona and Dallas (September 15, 2004) – Meritage Homes Corporation (NYSE: MTH) today announced that the Company has been named one of America’s 100 Fastest Growing Companies in the September 6, 2004 issue of Fortune magazine, its fourth appearance on this list in the last six years.  In addition, Meritage was ranked as the nation’s 14 th largest builder and the fastest-growing public builder by Builder magazine in May 2004.

 

In a move to better reflect the Company’s position as a leading national public homebuilder, Meritage also announced the addition of the word “Homes” to its name and now will be known as Meritage Homes Corporation.  Its common stock will continue to trade on the New York Stock Exchange under the Company’s existing ticker symbol of MTH.

 

“We are very proud of our achievements and pleased with the recognition we have received,” said Steven J. Hilton, Meritage Co-Chairman and CEO.  “We believe that our fast and profitable growth is a direct result of our quality employees executing our business strategy of conservative balance sheet management, growing in our existing markets and expanding into new high growth markets, both through acquisitions and start-ups.  We anticipate that 2004 will be our 17 th consecutive year of record revenue and earnings.”

 


 

“Our new name more clearly describes Meritage’s business – building quality homes that provide excellent value to our customers,” said John R. Landon, Meritage Co-Chairman and CEO.  “The core part of our name, Meritage, which signifies the blending of fine ingredients to create a superior result, is not changing, nor will our operating goals and strategies that contribute to our company’s success.”

 

“In order to further strengthen our national brand identity, we recently changed the names of our operating divisions in Phoenix, Las Vegas and Southern California to Meritage Homes, where we were previously operating as Hancock Communities, Perma-Bilt Homes and Citation Homes, respectively,” added Mr. Landon.  “We now operate as Meritage Homes in California, Phoenix, Las Vegas and Denver.  However, we plan to retain our original founding companies’ names of Monterey Homes in Scottsdale and Tucson and Legacy Homes in Texas.”

 

About Meritage Homes Corporation

 

Meritage Homes Corporation is one of the nation’s largest single-family homebuilders, and is traded on the NYSE, symbol: MTH.  Fortune recently named Meritage to its “Fortune 1000” list of America’s largest corporations and included the Company as a “top pick from 50 great investors” in its Investor’s Guide 2004.  Additionally, Meritage is ranked as one of Fortune’s Fastest Growing Companies in America, its fourth appearance on this list in six years.  The Company is included in the S&P SmallCap 600 Index and appears on Forbes’ “Platinum 400” list as part of an elite group of only five companies on the list that have exceeded 50% in five-year annualized total return.  In its 18-year history the Company has built approximately 32,000 homes, ranging from entry-level to semi-custom luxury.  Meritage operates in fast-growing states of the Southern and Western U.S., including five of the top ten single-family housing markets in the country.  For more information about the Company, please visit the Meritage web site is located at www.meritagehomes.com.

 

# # #

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements include statements concerning our expectation of 2004 being our 17 th consecutive year of record revenue and earnings.  Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties.  Actual results may differ from those set forth in the forward-looking statements.

 

Meritage’s business is subject to a number of risks and uncertainties including: the strength and competitive pricing of the single-family housing market; demand for and acceptance of our homes; changes in the availability and pricing of real

 

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estate in the markets in which we operate; our ability to continue to acquire additional land or options to acquire additional land on acceptable terms; general economic slow downs; consumer confidence, which can be impacted by economic and other factors such as terrorism, war, or threats thereof and changes in stock markets; the impact of construction defect and home warranty claims; the cost and availability of insurance, including the unavailability of insurance for the presence of mold; interest rates and changes in the availability and pricing of residential mortgages; our lack of geographic diversification; our level of indebtedness and our ability to raise additional capital when and if needed; our ability to take certain actions because of restrictions contained in the indentures for our senior notes and the agreement for our senior unsecured credit facility; legislative or other initiatives that seek to restrain growth in new housing construction or similar measures; the success of our program to integrate existing operations with any new operations or those of past or future acquisitions; our success in locating and negotiating favorably with possible acquisition candidates; our ability to achieve certain pre-tax margins; our dependence on key personnel and the availability of satisfactory subcontractors; the impact of inflation; our potential exposure to natural disasters; the impact of new accounting principles; and other factors identified in documents filed by us with the Securities and Exchange Commission, including those set forth in our Form 10-K for the year ended December 31, 2003 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors That May Affect Our Future Results and Financial Condition” and in Exhibit 99.1 of Meritage’s Form 10-Q for the quarter ended June 30, 2004.  As a result of these and other factors, the Company’s stock and note prices may fluctuate dramatically.

 

# # #

 

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