================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 28, 2002 NVR, Inc. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Virginia 1-12378 54-139436 -------------------------------------------------------------------------- (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 7601 Lewinsville Road, Suite 300, McLean, Virginia 22102 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 703-761-2000 --------------------------------------------------------------- (Former name or former address, if changed since last report) ---------------------------------------- Exhibit Index is on page 5. ================================================================================
NVR, INC. Item 5. Other Events. On February 28, 2002, NVR, Inc. issued a press release, which is set forth as Exhibit 99.1 to this Current Report. Item 7(c). Exhibits Exhibit Number Exhibit Description -------------- ------------------- 99.1 Press Release 2
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. NVR, Inc. Date: March 1, 2002 By: /s/ Paul C. Saville -------------------------------- Name: Paul C. Saville Title: Executive Vice President and Chief Financial Officer 3
INDEX TO EXHIBITS Exhibit Number Exhibit Description Page - -------------- ------------------- ---- 99.1 Press Release 5 4
EXHIBIT 99.1 ------------ NVR, INC. ANNOUNCES CONSENT SOLICITATION February 28, 2002 -- McLean, VA -- NVR, Inc. (AMEX: NVR) today announced that it is soliciting consents from holders of its 8% Senior Notes due 2005 (the "Notes") to amend the indenture governing the Notes. The consent solicitation will expire at 5:00 p.m. New York City time on March 14, 2002, unless extended by NVR. If the requisite consents are received (at least a majority in aggregate principal amount of Notes that are deemed outstanding) and the supplemental indenture effecting the amendment is executed, NVR will make a payment equal to 2% of the principal amount of the Notes ($20 in cash for each $1,000 principal amount of Notes) to each holder of Notes whose consent is received and accepted prior to the expiration date. The record date of the consent solicitation is February 28, 2002. NVR will pay this fee promptly after the execution of a supplemental indenture and the expiration of the consent solicitation. NVR may terminate or amend the consent solicitation at any time prior to execution of the supplemental indenture. The purpose of the consent solicitation is to permit NVR to amend the indenture governing the Notes in order to provide NVR with greater flexibility to continue to repurchase shares of its outstanding common stock as part of its strategy of maximizing shareholder value. The detailed terms and conditions of the consent solicitation are contained in the consent solicitation statement dated February 28, 2002. Holders of Notes can obtain copies of this statement and related material from the Information Agent for the consent solicitation, Georgeson Shareholder Communications Inc., at 800-223-2064 (toll free) or 212-440-9800 (collect for banks and brokers). Credit Suisse First Boston Corporation is acting as Solicitation Agent for the transaction. Questions regarding the solicitation can be addressed to Credit Suisse First Boston Corporation at 800-910-2732 (ext. 67179) or (800) 820-1653. NVR, Inc., headquartered in McLean, Virginia, is one of the largest homebuilders in the United States with operations in Virginia, Maryland, Pennsylvania, New York, North Carolina, South Carolina, Ohio, New Jersey, Delaware, West Virginia and Tennessee.