Notes Offerings

On October 2, 2012, K. Hovnanian Enterprises, Inc. ("K. Hovnanian"), a wholly owned subsidiary of Hovnanian Enterprises, Inc. (the "Company"), completed a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, of $577,000,000 aggregate principal amount of 7.25% Senior Secured First Lien Notes due 2020 (the "First Lien Notes") and $220,000,000 aggregate principal amount of 9.125% Senior Secured Second Lien Notes due 2020 (the "Second Lien Notes" and, together with the First Lien Notes, the "Notes"). The Notes are guaranteed by the Company and certain of its subsidiaries (the "Notes Subsidiary Guarantors").

The First Lien Notes and the guarantees thereof are secured by a first-priority lien on substantially all of K. Hovnanian's, the Company's and the Notes Subsidiary Guarantors' assets and the Second Lien Notes and the guarantees thereof are secured by a second-priority lien on substantially all of K. Hovnanian's, the Company's and the Notes Subsidiary Guarantors' assets, in both cases subject to permitted liens and certain exceptions.

In connection with the issuance of the First Lien Notes, K. Hovnanian, the Company and the Notes Subsidiary Guarantors entered into an Indenture, dated as of October 2, 2012, with Wilmington Trust, National Association, as trustee and collateral agent (the "First Lien Indenture"), and in connection with the issuance of the Second Lien Notes, K. Hovnanian, the Company and the Notes Subsidiary Guarantors entered into an Indenture, dated as of October 2, 2012, with Wilmington Trust, National Association, as trustee and collateral agent (the "Second Lien Indenture" and, together with the First Lien Indenture, the "Indentures"). As of the date of the Indentures, the Notes were guaranteed by the Company and the Notes Subsidiary Guarantors, which included each of the Company's subsidiaries except its home mortgage subsidiaries, certain of its titled insurance subsidiaries, joint ventures, subsidiaries holding interests in joint ventures and its foreign subsidiary.

The First Lien Notes bear interest at 7.25% per annum and mature on October 15, 2020. Interest is payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2013, to holders of record at the close of business on April 1 or October 1, as the case may be, immediately preceding each such interest payment date. The Second Lien Notes bear interest at 9.125% per annum and mature on November 15, 2020. Interest is payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2013, to holders of record at the close of business on May 1 or November 1, as the case may be, immediately preceding each such interest payment date.

The Indentures contain restrictive covenants that limit among other things, the ability of the Company and certain of its subsidiaries, including K. Hovnanian, to incur additional indebtedness, pay dividends and make distributions on common and preferred stock, repurchase subordinated indebtedness and common and preferred stock, make other restricted payments, including investments, sell certain assets, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates. The Indentures also contain customary events of default which would permit the holders of the applicable series of Notes to declare those Notes to be immediately due and payable if not cured within applicable grace periods, including the failure to make timely payments on the applicable series of Notes or other material indebtedness, the failure to satisfy covenants, the failure of the documents granting security for the applicable series of Notes to be in full force and effect, the failure of the liens on any material portion of the collateral securing the applicable series of Notes to be valid and perfected and specified events of bankruptcy and insolvency.

In connection with the issuance of the Notes and execution of the Indentures, K. Hovnanian, the Company and the Notes Subsidiary Guarantors entered into security agreements, dated as of October 2, 2012, by and among K. Hovnanian, the Company, the Notes Subsidiary Guarantors, as applicable, and the collateral agents, pursuant to which

K. Hovnanian, the Company and the Notes Subsidiary Guarantors pledged substantially all of their assets to secure their obligations under the Notes . . .

The information set forth under Item 8.01 below, as to the satisfaction and discharge of the indenture governing the Existing Secured Notes, is incorporated by reference into this Item 1.02.

The information set forth above under Item 1.01 with respect to the Notes and the Units is hereby incorporated by reference into this Item 2.03.

The information set forth under Item 8.01 below, as to the satisfaction and discharge of the indenture governing the Existing Secured Notes, is incorporated by reference into this Item 3.03.

On October 2, 2012, K. Hovnanian (i) used a portion of the proceeds from the issuances of the Notes and the Units described in Item 1.01 above to purchase $637,185,000 aggregate principal amount of its 105/8% Senior Secured Notes due 2016 (the "Existing Secured Notes") tendered pursuant to its previously announced tender offer (the "Tender Offer"), (ii) issued a notice of redemption to holders of the remaining $159,815,000 aggregate principal amount of Existing Secured Notes that were not tendered and remained outstanding following K. Hovnanian's initial acceptance of, and payment for, the Existing Secured Notes tendered in the Tender Offer prior to the early tender deadline of 5:00 p.m., New York City time, on October 1, 2012 and (iii) deposited with the trustee for the Existing Secured Notes sufficient funds to satisfy and discharge the indenture governing the Existing Secured Notes and to fund the redemption of the remaining outstanding Existing Secured Notes and to pay accrued and unpaid interest on the redeemed notes to, but not including, the November 1, 2012 redemption date. Upon the satisfaction and discharge of the indenture governing the Existing Secured Notes, all of the collateral securing the Existing Secured Notes was released and any remaining restrictive covenants and certain events of default contained in the indenture governing the Existing Secured Notes

ceased to have effect.

In connection with the offering of the Units, as described in response to Item 1.01 above, the following exhibits are filed with this Current Report on Form 8-K and are incorporated by reference herein and into the Registration Statement: (i) Units Agreement, (ii) Form of Unit, (iii) Amortizing Notes Supplemental Indenture, (iv) Form of Amortizing Note, (v) Exchangeable Note Supplemental Indenture, (vi) Form of Exchangeable Note, (vii) legal opinion of Simpson Thacher & Bartlett LLP, and related consent, (viii) legal opinion of Michael Discafani, Vice President and Corporate Counsel of the Company and K. Hovnanian, and related consent and (ix) information relating to Part II, Item 14 "Other Expenses of Issuance and Distribution" of the Registration Statement.

(d) Exhibits.

Exhibit 4.1     Indenture dated as of October 2, 2012, relating to the 7.25%
                Senior Secured First Lien Notes due 2020, among K. Hovnanian, the
                Company, the Notes Subsidiary Guarantors and Wilmington Trust,
                National Association, as Trustee and Collateral Agent, including
                the form of 7.25% Senior Secured First Lien Note due 2020.

Exhibit 4.2     Indenture dated as of October 2, 2012, relating to the 9.125%
                Senior Secured Second Lien Notes due 2020, among K. Hovnanian,
                the Company, the Notes Subsidiary Guarantors and Wilmington
                Trust, National Association, as Trustee and Collateral Agent,
                including the form of 9.125% Senior Secured Second Lien Note due
                2020.

Exhibit 4.23    Units Agreement, among K. Hovnanian, the Company and Wilmington
                Trust Company, as Units Agent, including form of Unit, component
                amortizing notes and component exchangeable notes.

Exhibit 4.26    Amortizing Notes Indenture, dated as of October 2, 2012, among K.
                Hovnanian, the Company and the Units Subsidiary Guarantors and
                Wilmington Trust Company, as Trustee, including the form of
                Amortizing Note.

Exhibit 4.27    Exchangeable Notes Indenture, dated as of October 2, 2012, among
                K. Hovnanian, the Company and Units Subsidiary Guarantors and
                Wilmington Trust Company, as Trustee, including the form of
                Exchangeable Note.

Exhibit 5.3     Opinion of Simpson Thacher & Bartlett LLP.

Exhibit 5.4     Opinion of Michael Discafani, Vice President and Corporate
                Counsel of the Company and K. Hovnanian.

Exhibit 10.1    First Lien Pledge Agreement, dated as of October 2, 2012,
                relating to the 7.25% Senior Secured First Lien Notes due 2020.

Exhibit 10.2    Second Lien Pledge Agreement, dated as of October 2, 2012,
                relating to the 9.125% Senior Secured Second Lien Notes due 2020.

Exhibit 10.3    First Lien Security Agreement, dated as of October 2, 2012,
                relating to the 7.25% Senior Secured First Lien Notes due 2020.

Exhibit 10.4    Second Lien Security Agreement, dated as of October 2, 2012,
                relating to the 9.125% Senior Secured Second Lien Notes due 2020.

Exhibit 10.5    Form of First Lien Intellectual Property Security Agreement,
                dated as of October 2, 2012,

                relating to the 7.25% Senior Secured First Lien Notes due 2020.

Exhibit 10.6    Form of Second Lien Intellectual Property Security Agreement,
                dated as of October 2, 2012, relating to the 9.125% Senior
                Secured Second Lien Notes due 2020.

Exhibit 10.7    Intercreditor Agreement, dated October 2, 2012, among the
                Company, K. Hovnanian, the Notes Subsidiary Guarantors,
                Wilmington Trust, National Association, as trustee and collateral
                agent under the Senior Noteholder Documents as defined therein,
                Wilmington Trust, National Association, as collateral agent for
                the Mortgage Tax Collateral as defined therein, and Wilmington
                Trust, National Association, as trustee and collateral agent
                under the Junior Noteholder Documents as defined therein.

Exhibit 23.5    Consent of Simpson Thacher & Bartlett LLP (included in
                Exhibit 5.3).

Exhibit 23.6    Consent of Michael Discafani, Vice President and Corporate
                Counsel of the Company and K. Hovnanian (included in
                Exhibit 5.4).

Exhibit 99.1    Information relating to Part II, Item 14 "Other Expenses of
                Issuance and Distribution" of the Registration Statement (File
                No. 333-173365).