SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
___________ TO ____________
Commission File No. 0-18605
MONTEREY HOMES CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 86-0611231
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
6613 North Scottsdale Road, Suite 200, Scottsdale, Arizona 85250
(Address of principal executive offices) (Zip Code)
(602) 998-8700
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
At March 21, 1997, the aggregate market value of common stock held by
non-affiliates of the Registrant was $17,075,000.
The number of shares outstanding of the Registrant's common stock on
March 21, 1997 was 4,580,611.
DOCUMENTS INCORPORATED BY REFERENCE
None
2
PART III
Item 10. Directors and Executive Officers of the Registrant
Information concerning the Company's current directors, director
nominees and executive officers is set forth below.
Name Age Position with the Company
- ---- --- -------------------------
William W. Cleverly 41 Chairman of the Board, Class I Director
and Co-Chief Executive Officer
Steven J. Hilton 35 President, Class I Director and Co-Chief
Executive Officer
Larry W. Seay 41 Vice President-Finance, Chief Financial
Officer, Secretary and Treasurer
Anthony C. Dinnell 45 Vice President-Marketing and Sales
Irene Carroll 41 Vice President-Land Acquisition and
Development
Christopher T. Graham 33 Vice President-Construction Operations
Jeffrey R. Grobstein 37 Vice President-Tucson Division
Alan D. Hamberlin(2) 48 Class I Director
Robert G. Sarver(1) 35 Class II Director
C. Timothy White(1)(2) 36 Class II Director
- ------------------------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
3
William W. Cleverly has served as Chairman of the Board and Co-Chief
Executive Officer of the Company since the Merger on December 31, 1996. Mr.
Cleverly co-founded the Monterey Entities in 1986 and served as President and
director of the Monterey Entities until the Merger on December 31, 1996. From
1983 to 1986, Mr. Cleverly was the President and founder of a real estate
development company which developed and marketed multi-family projects. Mr.
Cleverly received his undergraduate degree from the University of Arizona, and
is a member of the Central Arizona Homebuilders' Association of Arizona and the
National Homebuilders' Association.
Steven J. Hilton has served as President, Co-Chief Executive Officer
and Director of the Company since the Merger on December 31, 1996. Mr. Hilton
co-founded the Monterey Entities in 1986 and served as Treasurer, Secretary and
director of the Monterey Entities until the Merger on December 31, 1996. From
1985 to 1986, Mr. Hilton served as a project manager for Premier Community
Homes, a residential homebuilder. From 1984 to 1985, Mr. Hilton served as a
project manager for Mr. Cleverly's real estate development company. Mr. Hilton
received his undergraduate degree from the University of Arizona, and is a
member of the Central Arizona Homebuilders' Association, the National
Homebuilders' Association, the National Board of Realtors and the Scottsdale
Board of Realtors.
Larry W. Seay has served as the Vice President-Finance and Chief
Financial Officer of the Company since the Merger on December 31, 1996 and as
Secretary and Treasurer of the Company since January 1997. Mr. Seay was
appointed Vice President-Finance and Chief Financial Officer of the Monterey
Entities in April 1996 and served in that capacity until the Merger on December
31, 1996. From 1990 to 1996, Mr. Seay served as the Vice President- Treasurer of
UDC Homes, Inc., a homebuilding company based in Phoenix, Arizona. In May 1995,
while Mr. Seay served as Vice President-Treasurer, UDC Homes, Inc. filed for
bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. UDC Homes,
Inc. emerged from reorganization proceedings in November 1995. From 1986 to
1990, Mr. Seay served as Treasurer and Chief Financial Officer of Emerald Homes,
Inc., also a Phoenix, Arizona-based homebuilding company. Prior to 1986, Mr.
Seay worked as a staff accountant and audit manager at Deloitte & Touche LLP.
Mr. Seay graduated with undergraduate degrees in finance and accounting and with
a Masters in Business Administration from Arizona State University. Mr. Seay is
a certified public accountant and a member of the American Institute of
Certified Public Accountants.
Anthony C. Dinnell has served as the Vice President-Marketing and Sales
of the Company since the Merger on December 31, 1996. Mr. Dinnell served as Vice
President-Marketing and Sales of the Monterey Entities from 1992 until the
Merger. From 1991 to 1992, Mr. Dinnell was Regional Sales Manager for M/I
Schottenstein Homes and from 1988 to 1991 he was Division Manager for NV Homes,
both of which are Maryland-based, national homebuilding companies. Prior to
1988, Mr. Dinnell served as Vice President of Sales and Marketing with Coscan
Homes, a residential homebuilder in Phoenix, Arizona, and as Director of
Marketing for Dell Trailor Homes, also a homebuilder in Phoenix, Arizona. He is
on the Sales and
4
Marketing Council for the Central Arizona Homebuilders' Association and a member
of the National Homebuilders' Association.
Irene Carroll has served as the Vice President-Land Acquisition and
Development of the Company since the Merger on December 31, 1996. Ms. Carroll
served as Vice President-Land Acquisition and Development of the Monterey
Entities from 1994 until the Merger on December 31, 1996. From 1992 to 1994, Ms.
Carroll served as a Division Manager for Richmond American Homes, a residential
homebuilder in Phoenix, Arizona. From 1983 to 1992, Ms. Carroll held a number of
other positions with Richmond American Homes and its predecessor, Wood Brothers
Homes, including Vice President of Operations (1992-1994), Vice President of
Finance (1987-1992), Division Controller (1984-1987), and Corporate Cash Manager
(1983- 1984). Ms. Carroll graduated from the University of Texas, is a certified
public accountant, and is a member of the Central Arizona Homebuilders'
Association and the National Homebuilders' Association.
Christopher T. Graham has served as the Vice President-Construction
Operations of the Company since the Merger on December 31, 1996. Mr. Graham was
appointed Vice President- Construction Operations of the Monterey Entities in
1996 and served in that capacity until the Merger on December 31, 1996. From
1993 to 1996, Mr. Graham served as a Project Manager in Phoenix, Arizona, and as
Director of Construction in Salt Lake City, Utah, for Pulte Home Corporation, a
residential homebuilder. Prior to 1993, Mr. Graham worked in various positions
of increasing responsibility with Continental Homes, a residential homebuilder,
most recently as Purchasing Manager. Mr. Graham represents Monterey Homes in the
Central Arizona Homebuilders' Association.
Jeffrey R. Grobstein has served as the Vice President-Tucson Division
of the Company since the Merger on December 31, 1996. Mr. Grobstein joined the
Monterey Entities in 1988 as Community Manager in Monterey's Sales and Marketing
Department. From 1995 to 1996, Mr. Grobstein served as Vice President-Marketing
and Sales for Monterey's Tucson Division, and in 1996 was promoted to Vice
President-Tucson Division and served in that capacity until the Merger on
December 31, 1996. From 1984 to 1988, Mr. Grobstein was employed in the sales
and marketing department of the Dix Corporation, a residential homebuilder. Mr.
Grobstein is a member of the Southern Arizona Homebuilders' Association, the
Tucson Association of Realtors and the National Homebuilders' Association.
Alan D. Hamberlin has served as a director of the Company since the
Company's organization in July 1988. Mr. Hamberlin served as Chief Executive
Officer of the Company from July 1988 until the Merger on December 31, 1996, and
as Chairman of the Board of Directors from January 1990 until the Merger. He
also served as the President of the Company from its organization until
September 1995. Mr. Hamberlin served as the President and Chief Executive
Officer of the managing general partner of the Company's former Manager and has
been President of Courtland Homes, Inc., a Phoenix, Arizona single-family
residential homebuilder, since July 1983. Mr. Hamberlin has served as a director
of American Southwest Financial Corporation and
5
American Southwest Finance Co., Inc. since their organization in September 1982,
as a Director of American Southwest Affiliated Companies since its organization
in March 1985 and of American Southwest Holdings, Inc. since August 1994.
Robert G. Sarver has served as a director of the Company since the
Merger on December 31, 1996. Mr. Sarver has served as the Chairman and Chief
Executive Officer of GB Bancorporation, a bank holding company for Grossmont
Bank, San Diego's largest community bank, since 1995. Mr. Sarver currently
serves as a director of Zion's Bancorporation, a publicly held bank holding
company. In 1990, Mr. Sarver was a co-founder and currently serves as the
Executive Director of Southwest Value Partners and Affiliates, a real estate
investment company. In 1984, Mr. Sarver founded National Bank of Arizona, Inc.
and served as President until it was acquired by Zion's Bancorporation in 1993.
Mr. Sarver received his undergraduate degree from the University of Arizona and
is a certified public accountant.
C. Timothy White has served as a director of the Company since the
Merger on December 31, 1996. Mr. White served as a director of the Monterey
Entities from February 1995 until the Merger on December 31, 1996. Since 1989,
Mr. White has been an attorney with the law firm of Tiffany & Bosco, P.A. in
Phoenix, Arizona. During 1996 and 1995, the Monterey Entities paid Tiffany &
Bosco, P.A. approximately $100,000 and $206,000, respectively, for legal
services rendered. Mr. White received his undergraduate degree from the
University of Arizona and his law degree from Arizona State University.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors and persons who own more than 10% of a registered
class of the Company's equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC").
Officers, directors and greater than 10% stockholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Based solely upon a review of the copies of such forms furnished to the
Company, or written representations that all required forms were filed, the
Company believes that during the Company's preceding fiscal year all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with.
Item 11. Executive Compensation
The table below sets forth information concerning the annual and
long-term compensation for services in all capacities to the Company for the
fiscal years ended December 31, 1996, 1995 and 1994, of those persons who were,
at December 31, 1996 (i) the Chief Executive Officer of the Company and (ii) the
other most highly compensated executive officer of the Company (collectively,
the "Named Officers"). Information with respect to the Company's current
Co-Chief Executive Officers and other executive officers is not provided as such
persons did not serve the Company in those capacities during 1996.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
------------
Annual Compensation Awards
------------------- ------
All Other
Name and Principal Position Year Salary Bonus Options(#) Compensation
--------------------------- ---- ------ ----- ---------- ------------
Alan D. Hamberlin(1) Chairman of 1996 $1 --- 861 ---
the Board and Chief Executive 1995 $240,000 --- 273,338 ---
Officer 1994 $250,000 $2,100 1,547 ---
Jay R. Hoffman(2) 1996 $200,016 $100,000 178 $200,000(3)
President, Secretary, Treasurer 1995 $183,000 $25,000 413 ---
and Chief Financial Officer 1994 $175,000 $15,000 405 ---
- ------------------------
(1) Mr. Hamberlin resigned all positions with the Company, other than director,
in conjunction with the Merger on December 31, 1996.
(2) Mr. Hoffman resigned his positions with the Company in conjunction with the
Merger on December 31, 1996.
(3) Represents change of control payment made to Mr. Hoffman upon consummation
of the Merger.
6
OPTION GRANTS IN LAST FISCAL YEAR
The table below sets forth information with respect to the granting of
stock options during the fiscal year ended December 31, 1996, to the Named
Officers and to Messrs. Cleverly and Hilton, who became the Company's Co-Chief
Executive Officers on December 31, 1996.
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term(1)
----------------- -------
Percentage of
Total Options Exercise
Granted to or Base
Options Employees In Price Expiration
Name Granted # Last Fiscal Year ($/Share) Date 0% 5% 10%
---- --------- ---------------- --------- ---- -- -- ---
Alan D. Hamberlin 861(2) * --- 12/31/98 $3,900 $4,300 $4,700
Jay R. Hoffman 178(2) * --- 12/31/98 $800 $900 $1,000
William W. Cleverly 166,667(3) 49.8% $5.25 12/31/02 $297,600 $675,100
Steven J. Hilton 166,667(3) 49.8% $5.25 12/31/02 $297,600 $675,100
- -----------------
* Represents less than 1% of total options granted to employees in 1996.
(1) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option terms. The
potential realizable value is calculated by assuming that the market
price of the underlying security appreciates in value from the date of
grant to the end of the option term at certain specified rates, and
that the option is exercised at the exercise price and sold on the last
day of its term at the appreciated price. These gains are based on
assumed rates of stock appreciation of 0%, 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date, and are not presented to forecast future appreciation,
if any, in the price of the Common Stock.
(2) Represents dividend equivalent rights earned in 1996, all of which are
currently exercisable.
(3) Represents options granted in connection with the Merger. These options
vest in equal one-third increments on December 31, 1997, 1998 and 1999.
Excludes 266,667 shares of contingent stock in which Messrs. Cleverly
and Hilton each have a one-half interest and which will be issued only
if certain stock price goals are achieved.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
OPTION VALUE AS OF DECEMBER 31, 1996
The table below sets forth information with respect to the exercise of
stock options during the fiscal year ended December 31, 1996 to the Named
Officers and to Messrs. Cleverly and Hilton, who became the Company's Co-Chief
Executive Officers on December 31, 1996. The Company does not have a long-term
incentive plan or a defined benefit or actuarial plan and has never issued any
stock appreciation rights.
Number of Unexercised Value of Unexercised In-the-
Options at Fiscal Money Options at Fiscal Year
Year End (#) End ($)(1)
------------ ----------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------
Alan D. --- --- 261,435 91,667 $724,600 $275,000
Hamberlin
Jay R. Hoffman --- --- 21,268 --- $25,700 ---
William W. --- --- --- 166,667 --- $375,000
Cleverly
Steven J. Hilton --- --- --- 166,667 --- $375,000
- ------------------------
(1) Calculated based on the closing price of the Company's Common Stock on
December 31, 1996 of $7.50 per share less the exercise price per share,
multiplied by the number of applicable shares in the money (including
dividend equivalent rights).
EMPLOYMENT AGREEMENTS
In connection with the Merger, the Company and each of William W.
Cleverly and Steven J. Hilton executed employment agreements (the "Employment
Agreements"). The Employment Agreements each have a term ending on December 31,
2001, and provide for an initial base salary of $200,000 per year (increasing by
5% of the prior year's base salary per year) and an annual bonus for the first
two years of the lesser of 4% of the pre-tax consolidated net income of the
Company or $200,000. Thereafter, the bonus percentage payout of consolidated net
income will be determined by the Compensation Committee of the Board of
Directors, provided that in no event will the bonus payable in any year exceed
$200,000 per employee. Mr. Cleverly serves as the Company's Co-Chief Executive
Officer and Chairman of the Board of Directors, and Mr. Hilton serves as the
Company's Co-Chief Executive Officer, Director and President. If either Mr.
Cleverly or Mr. Hilton voluntarily terminates his employment or is discharged
for "Cause," the Company will have no obligation to pay him his current annual
salary or bonus. If either Mr. Cleverly or Mr. Hilton is terminated during the
term of the Employment Agreement without "Cause" or as a result of his death or
permanent disability, the Company will be obligated to pay him (a) his current
annual salary through the term of the Employment Agreement if terminated without
"Cause," or for six months after termination in the event of
7
death or disability, plus (b) a pro rated bonus. "Cause" is defined to mean only
an act or acts of dishonesty constituting a felony and resulting or intended to
result directly or indirectly in substantial personal gain or enrichment at the
expense of the Company.
The Employment Agreements with Messrs. Cleverly and Hilton contain
non-compete provisions that until December 31, 2001, restrict them from, except
in connection with their performance of their duties under the Employment
Agreements, (i) engaging in the homebuilding business, (ii) recruiting, hiring
or discussing employment with any person who is, or within the past six months
was, an employee of the Company, (iii) soliciting any customer or supplier of
the Company for a competing business or otherwise attempting to induce any
customer or supplier to discontinue its relationship with the Company, or (iv)
except solely as a limited partner with no management or operating
responsibilities, engaging in the land banking or lot development business;
provided, however, the foregoing provisions shall not restrict (A) the ownership
of less than 5% of a publicly-traded company, or (B) in the event the employment
of either Mr. Cleverly or Mr. Hilton is terminated under the Employment
Agreement, engaging in the custom homebuilding business, engaging in the
production homebuilding business outside a 100 mile radius of any project of the
Company or outside Northern California or engaging in the land banking or lot
development business. The non-compete provisions will survive the termination of
the Employment Agreement unless either Mr. Cleverly or Mr. Hilton is terminated
by the Company without Cause.
CHANGE OF CONTROL ARRANGEMENTS
In the event there is a change of control of the Company that is not
unanimously approved by the Company's Board of Directors, all unvested options
granted to Alan D. Hamberlin will vest in full and be immediately exercisable by
Mr. Hamberlin. The Company currently does not have any other change of control
agreements or arrangements.
DIRECTOR COMPENSATION
Prior to the Merger, directors who were not employees of the Company
received an annual retainer of $20,000, plus $1,000 per meeting of the Board of
Directors attended by the director. Currently, non-employee directors of the
Company receive an annual retainer of $10,000 and are not additionally
compensated for attendance at Board or Committee meetings. Subject to the
approval of the Monterey Homes Corporation Stock Option Plan (Proposal No. 2),
it is currently anticipated that each of the non-employee directors also will be
granted an option to purchase 5,000 shares of the Company's Common Stock as
additional consideration for their service as directors. These options shall
vest in equal 2,500 share increments on each of the first two anniversary dates
of the date of grant and shall have an exercise price equal to the closing price
of the Company's Common Stock on the date of grant.
In connection with the Merger, the Company's stockholders approved an
extension of certain of the Company's stock options. The Company's former
directors are parties to stock option agreements (collectively, the "Existing
Stock Option Agreements") pursuant to which such former directors were issued
stock options to purchase shares of the Company Common Stock under the stock
plan of the Company existing prior to the Merger (the "Existing Stock Option
Plan"). The Existing Stock Option Plan and Existing Stock Option Agreements
provide for an exercise period after an optionee ceases to be an employee or
director of the Company of three months after cessation of employment or service
as a director. To facilitate the Merger, and in consideration thereof and in
light of their past service to the Company, the stockholders approved an
extension of the post-termination exercise period from three months to two
years.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of April 30, 1997, the number and
percentage of outstanding shares of the Company's Common Stock beneficially
owned by each person known by the Company to beneficially own more than 5% of
such stock, by each director and executive officer of the Company and by all
directors and executive officers of the Company as a group.
Name and Address of Shares Beneficially Percent
Beneficial Owner(1) Owned(2) Owned(3)
------------------- -------- --------
William W. Cleverly 647,696 14.31%
Steven J. Hilton 644,363 14.23%
Alan D. Hamberlin 286,701(4) 5.97%
Robert G. Sarver 61,666 1.36%
C. Timothy White -- --
Larry W. Seay -- --
Irene Carroll 6,666 *
Anthony Dinnell 500 *
Christopher T. Graham 500 *
Jeffrey R. Grobstein 1,020 *
All Directors and Executive Officers 1,649,113 36.06%
as a group (10 persons)
- --------------------
* Represents less than 1% of the Company's outstanding Common Stock.
(1) The address for each director and officer is c/o Monterey Homes
Corporation, 6613 North Scottsdale Road, Suite 200, Scottsdale, Arizona
85250.
(2) Includes, where applicable, shares of Common Stock owned of record by such
person's minor children and spouse and by other related individuals and
entities over whose shares of Common Stock such person has custody, voting
control or the power of disposition.
(3) The percentages shown include the shares of Common Stock actually owned as
of April 30, 1997 and the shares of Common Stock which the person or group
had the right to acquire within 60 days of such date. In calculating the
percentage of ownership, all shares of Common Stock which the identified
person or group had the right to acquire within 60 days of April 30, 1997
upon the exercise of options are deemed to be outstanding for the purpose
of computing the percentage of the shares of Common Stock owned by such
person or group, but are not deemed to be outstanding for the purpose of
computing the percentage of the shares of Common Stock owned by any other
person.
(4) Includes 12,633 shares of Common Stock indirectly beneficially owned by
Mr. Hamberlin through a partnership and 274,068 shares of Common Stock
which Mr. Hamberlin had the right to acquire within 60 days of April 30,
1997 upon the exercise of stock options (including dividend equivalent
rights).
8
Item 13. Certain Relationships and Related Transactions
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Alan D. Hamberlin, the former Chairman of the Board of Directors, and
Chief Executive Officer of the Company, is also a director of American Southwest
Financial Corporation, American Southwest Finance Co., Inc., American Southwest
Affiliated Companies and American Southwest Holdings, Inc. and a member of the
management committee of American Southwest Financial Group, L.L.C. ("ASFG").
Mr. Hamberlin directly and indirectly owns a total of 25% of the voting
stock of American Southwest Holdings, Inc., American Southwest Holdings, Inc.
directly or indirectly owns 100% of the voting stock of, among other entities,
American Southwest Financial Services, Inc. ("ASFS"), American Southwest
Financial Corporation and Westam Mortgage Financial Corporation. Mr. Hamberlin
also directly and indirectly owns up to 25% of the capital interest held by the
common members of ASFG and indirectly owns up to 25% of the capital interest of
the preferred members of ASFG.
The Company is a party to a Subcontractor Agreement pursuant to which
ASFG, as assignee of ASFS, performs certain services for the Company in exchange
for administration fees. ASFS received administration fees of approximately
$133,000 during 1996, $144,000 during 1995 and $165,000 during 1994. The
Subcontractor Agreement renews on an annual basis and the Company has the right
to terminate the Subcontractor Agreement upon the happening of certain events.
Since September 1994, the Company has leased approximately 11,000
square feet of office space in a Scottsdale, Arizona office building from a
limited liability company owned by Messrs. Cleverly and Hilton. The lease has a
five-year term, and Monterey has an option to expand its space in the building
and renew the lease for additional terms at rates that are competitive with
those in the market at such time. Rents paid to the limited liability company
totaled $ $173,160, $164,394 and $53,244 during fiscal years 1996, 1995 and
1994, respectively. Monterey believes that the terms of the lease are no less
favorable that those which could be obtained in an arm's-length negotiated
transaction.
During 1996 and 1995. Monterey incurred fees for legal services to
Tiffany & Bosco, P.A. of approximately $100,000 and $206,000, respectively. C.
Timothy White, a director of the Company, is a shareholder of Tiffany & Bosco,
P.A.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Page or
(a) Financial Statements and Schedules. Method of Filing
----------------
(i) Financial Statements.
(1) Report of KPMG Peat Marwick LLP Page 42
(2) Consolidated Financial Statements and Notes to
Consolidated Financial Statements of the Company,
including Consolidated Balance Sheets as of
December 31, 1996, 1995 and 1994 and related
Consolidated Statements of Operations, Stockholders'
Equity and Cash Flows for each of the years in the Page 44
three-year period ended December 31, 1996
(ii) Financial Statement Schedules.
Schedules have been omitted because of the absence
of conditions under which they are required or
because the required material information is included
in the Consolidated Financial Statements or Notes to
the Consolidated Financial Statements included herein.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of 1996. On
January 14, 1997, the Company filed a Current Report on Form 8-K dated December
31, 1996, reporting the Merger and a resulting change in certifying accountants.
This Form 8-K was amended on January 22, 1997 and March 6, 1997.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized, this 17th
day of June 1997.
MONTEREY HOMES CORPORATION,
a Maryland corporation
By /s/ William W. Cleverly
----------------------------
William W. Cleverly
Chairman of the Board and
Co-Chief Executive Officer
Signature Title Date
- --------- ----- ----
/s/William W. Cleverly Chairman of the Board and Co-Chief June 17, 1997
- ------------------------------------ Executive Officer (Co-Principal
William W. Cleverly Executive Officer)
S-1
Signature Title Date
- --------- ----- ----
/s/Steven J. Hilton President and Co-Chief Executive June 17, 1997
- ------------------------------------ Officer (Co-Principal Executive Officer)
Steven J. Hilton
/s/Larry W. Seay Vice President - Finance and Chief June 17, 1997
- ------------------------------------ Financial Officer, Secretary and
Larry W. Seay Treasurer (Principal Financial and
Accounting Officer)
* Director June 17, 1997
- ------------------------------------
Alan D. Hamberlin
* Director June 17, 1997
- ------------------------------------
Robert G. Sarver
* Director June 17, 1997
- ------------------------------------
C. Timothy White
* /s/ Steven J. Hilton Attorney-in-fact
- ------------------------------------
Steven J. Hilton
S-2