UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A
Amendment No. 2

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 9, 2005

MERITAGE HOMES CORPORATION

(Exact Name of Registrant as Specified in Charter)
         
Maryland   1-9977   86-0611231
 
 
(State or Other Jurisdiction   (Commission File   (IRS Employer
of Incorporation)   Number)   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 area code)

(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))

 
 

 

 

Explanatory Note

     On February 22, 2005 we filed a Form 8-K/A in connection with the completion of our purchase of the homebuilding assets of Fort Myers/Naples-based Colonial Homes of Florida. Included with that Form 8-K/A as Exhibit 10.1 was a copy of the contracts governing our acquisition of Colonial. We are filing this Form 8-K/A Amendment No. 2 along with Exhibit 10.1 for purpose of indicating on Exhibit 10.1 that certain portions of the exhibit have been omitted based on a request for confidential treatment and that the non-public information has been filed with the United States Securities and Exchange Commission.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

  (c)   Exhibits
 
  10.1   Master Transaction Agreement, dated February 9, 2005*
 

  *   Certain Confidential Information contained in this Exhibit was omitted by means of redacting a portion of the text and replacing it with an asterisk. This Exhibit has been filed separately with the Secretary of the Securities and Exchange Commission without the redaction pursuant to Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934.

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: May 11, 2005

         
    MERITAGE HOMES CORPORATION
 
        
  /s/ Larry W. Seay
   
  By:   Larry W. Seay
      Chief Financial Officer, Vice President
      and Secretary