UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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CURRENT
REPORT |
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PURSUANT
TO SECTION 13 OR 15(D) |
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OF
THE SECURITIES EXCHANGE ACT OF 1934 |
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Date
of Report (Date of earliest event reported): March 24,
2005 |
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M/I
HOMES, INC. |
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(Exact
name of registrant as specified in its charter) |
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Ohio |
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1-12434 |
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31-1210837 |
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(State
or Other Jurisdiction |
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(Commission |
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(I.R.S.
Employer |
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of
Incorporation) |
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File
Number) |
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Identification No.)
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3
Easton Oval, Suite 500, Columbus, Ohio |
43219
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(Address
of Principal Executive Offices) |
(Zip
Code) |
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(614)
418-8000 |
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(Telephone
Number) |
N/A |
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(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:
oWritten communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a.12)
oPre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement and
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On March
24, 2005, M/I Homes, Inc. completed its offering of $150 million in aggregate
principal amount of its 6 7/8% Senior Notes due 2012. The notes were issued at a
price of 99.314% of their face value to yield 7.00%. The Company used the
proceeds to repay amounts outstanding under its revolving credit facility. The
notes were sold only to qualified institutional buyers in the United States
under Rule 144A under the Securities Act of 1933 and certain investors under
Regulation S of the Securities Act.
The
offering was consummated pursuant to the terms of a previously-reported Purchase
Agreement dated as of March 17, 2005 among the Company, certain subsidiaries of
the Company as guarantors and the initial purchasers of the notes. The notes are
guaranteed by all of the Company’s wholly-owned subsidiaries.
The
Company received approximately $146.4 million of proceeds from the offering,
after deducting the initial purchasers’ discount and estimated offering expenses
payable by the Company.
The notes
have not been registered under the Securities Act, or any state securities laws,
and unless so registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.
Indenture
The notes
were issued under an Indenture, dated as of March 24, 2005, by and among the
Company, the subsidiary guarantors and U.S. Bank National Association, as
trustee. The notes and the guarantees are general, unsecured obligations of the
Company and the subsidiary guarantors.
The
indenture and form of note, which is attached as an exhibit to the indenture,
provide, among other things, that the notes will bear interest of 6 7/8% per
year (payable semi-annually in arrears on April 1 and October 1 of each year,
beginning on October 1, 2005), and will mature on April 1, 2012. The Company may
redeem the notes, in whole or in part, at any time, at a redemption price equal
to 100% of the principal amount of the notes plus accrued and unpaid interest to
the date of redemption, if any, plus a “Make-Whole Amount” set forth in the
indenture. At any time on or before April 1, 2008, the Company may redeem up to
35% of the original aggregate principal amount of the Notes with the proceeds of
qualified equity offerings at a redemption price equal to 106.875% of the
principal amount, plus accrued and unpaid interest and additional interest, if
any. Upon a change of control as described in the indenture, the Company may be
required to offer to purchase the notes at a purchase price equal to 101% of the
principal amount, plus accrued and unpaid interest, if any.
The
indenture contains covenants that limit the ability of the Company and the
Restricted Subsidiaries (as defined in the indenture) to, among other things:
(i) incur additional indebtedness; (ii) pay dividends on, redeem or repurchase
its capital stock; (iii) make investments; (iv) engage in transactions with
affiliates; (v) create certain liens; or (vi) consolidate, merge or transfer all
or substantially all of the Company’s assets and the assets of the Company’s
subsidiaries on a consolidated basis. These covenants are subject to a number of
important exceptions and qualifications as described in the indenture. Following
the time when the notes are assigned investment grade ratings from both Standard
& Poor’s Rating Service and Moody’s Investors Service, Inc., and no default
has occurred and is continuing, certain of the covenants described above will no
longer apply.
The notes
and the indenture contain customary events of default, including, without
limitation, failure to pay principal on the notes when due; failure to pay
interest on the notes for 30 days after becoming due; failure to comply with
certain agreements or covenants contained in the indenture for a period of 60
days after written notice from the trustee or the holders of 25% of the
aggregate principal amount of notes then outstanding; acceleration of $20
million or more of certain other indebtedness; certain judgments in excess of
$20 million that have not been satisfied, stayed, annulled or rescinded within
60 days of being entered; and certain bankruptcy events.
Affiliates
of each of the initial purchasers, other than Citigroup Global Markets, Inc.,
are lenders under the Company’s revolving credit facility, and U.S. Bank
National Association, the trustee, is an affiliate of one of the initial
purchasers.
Registration
Rights Agreement
In
connection with the completion of the offering, the Company and each of the
subsidiary guarantors entered into a Registration Rights Agreement, dated as of
March 24, 2005, with the initial purchasers. The registration rights agreement
requires the Company and the subsidiary guarantors (i) to file with the SEC a
registration statement with respect to a registered exchange offer to exchange
the notes for publicly registered notes that are identical in all material
respects within 120 days after March 24, 2005, the date of issuance of the
notes; (ii) to use their commercially reasonable efforts to cause such
registration statement to be declared effective by the SEC within 210 days after
March 24, 2005; (iii) to use their commercially reasonable efforts to consummate
the exchange offer within 240 days after March 24, 2005 and (iv) if the Company
cannot consummate the exchange offer within the time periods listed above (or as
otherwise provided under the registration rights agreement), to file a shelf
registration statement for the resale of the notes. In addition, if (a) the
Company and the subsidiary guarantors fail to file any of the registration
statements required by the Registration Rights Agreement on or before the date
specified for such filing, (b) any of such registration statements is not
declared effective by the SEC on or prior to the date specified for such
effectiveness, (c) the Company and the subsidiary guarantors fail to consummate
the exchange offer within 240 days after March 24, 2005 or (d) the shelf
registration statement or the exchange offer registration statement is declared
effective but thereafter ceases to be effective or usable in connection with
resales of transfer restricted securities during the periods specified in the
registration rights agreement, then the Company will pay additional interest to
each holder of notes, with respect to the first 90-day period immediately
following the occurrence of the first such registration default, in an amount
equal to 0.25% per annum each 90 day period that such registration default
remains uncured, up to a maximum of 1.00% per annum. After the Company cures any
such registration default, the accrual of additional interest will stop and the
interest rate will revert to its original rate of 6.875% per annum.
The above
descriptions of the notes, the indenture and the registration rights agreement
do not purport to be complete statements of the parties’ rights and obligations
under the indenture or the registration rights agreement. The above descriptions
are qualified in their entirety by reference to the indenture and the
registration rights agreement, copies of which are attached to this Current
Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively, and are
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
Exhibit
No. |
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Description
of Documents |
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4.1 |
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Indenture
dated as of March 24, 2005 among the Company, the Guarantors listed on the
signature pages thereof and U.S. Bank National Association, as
trustee |
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4.2 |
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Registration
Rights Agreement dated as of March 24, 2005, among the Company, the
Guarantors listed on the signature pages thereof and the Initial
Purchasers listed on the signature pages
thereof |
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.
Date:
March 24, 2005
M/I
Homes, Inc.
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By: |
/s/
Phillip G. Creek |
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Phillip
G. Creek |
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Senior
Vice President, Chief Financial Officer |
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and
Director |
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(Principal
Financial Officer) |
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Index
to Exhibits
Exhibit
No. |
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Description
of Documents |
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4.1 |
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Indenture
dated as of March 24, 2005 among the Company, the Guarantors listed on the
signature pages thereof and U.S. Bank National Association, as
trustee |
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4.2 |
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Registration
Rights Agreement dated as of March 24, 2005, among the Company, the
Guarantors listed on the signature pages thereof and the Initial
Purchasers listed on the signature pages
thereof |