Meritage Homes Corp, et al. – ‘S-4’ on 3/29/05 – ‘COVER’

On:  Tuesday, 3/29/05, at 5:21pm ET   ·   Private-to-Public:  Document ¶  –  Release Delayed to:  5/19/06   ·   Accession #:  950124-5-1993   ·   File #s:  333-123661, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML    715K 
                          Business-Combination Transaction                       
10: COVER     ¶ Comment-Response or Cover Letter to the SEC            2      4K 
 2: EX-3.40     Articles of Incorporation/Organization or By-Laws      2     16K 
 3: EX-3.41     Articles of Incorporation/Organization or By-Laws     12     51K 
 4: EX-5        Opinion re: Legality                                   4     20K 
 6: EX-23.1     Consent of Experts or Counsel                          1     12K 
 7: EX-23.2     Consent of Experts or Counsel                          1     12K 
 8: EX-25       Statement re: Eligibility of Trustee -- Form T-1|2     7     32K 
 9: EX-99       Miscellaneous Exhibit                               HTML    102K 
 5: EX-12       Statement re: Computation of Ratios                    1     14K 

Delayed-Release ‘COVER’   —   Comment-Response or Cover Letter to the SEC

COVER
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 MERITAGE HOMES CORPORATION LETTERHEAD

March 29, 2005

Securities and Exchange Commission                                              
450 Fifth Street, N.W.                                                          
Washington, D C 20549-0404                                                      

Ladies and Gentlemen:                                                           

 Meritage Homes Corporation is this day filing with the Securities and
Exchange Commission a registration statement on Form S-4 under the Securities   
Act of 1933 with respect to $350,000,000 aggregate principal amount of its 6    
1/4% Senior Notes due 2015. Meritage proposes to offer these new notes in       
exchange for a like principal amount of its 6 1/4% Senior Notes due 2015, which 
were previously offered and sold in a transaction exempt from the registration  
requirements of the Securities Act. The new notes are being registered in       
reliance upon the position of the Commission's staff enunciated in Exxon Capital
Holdings Corporation (avail. May 13, 1988), Morgan Stanley & Co. Incorporated   
(avail. June 5, 1991) and Shearman & Sterling (avail. July 2, 1993).            

   In accordance with the position of the Commission's staff enunciated in
Morgan Stanley & Co. Incorporated, Meritage represents that it has not entered  
into any arrangement or understanding with any person to distribute the new     
notes to be issued in the exchange offer and, to the best of Meritage's         
information and belief, each person participating in the exchange offer will be 
acquiring the new notes in the ordinary course of its business and has no       
arrangement or understanding with any person to participate in a distribution of
the new notes. In this regard, Meritage represents that it will make each person
participating in the exchange offer aware (through the exchange offer prospectus
or otherwise) that any holder of old notes using the exchange offer to          
participate in a distribution of the new notes (a) cannot rely on the Staff's   
position enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co. 
Incorporated or similar letters and (b) must comply with the registration and   
prospectus delivery requirements of the Securities Act in connection with a     
secondary resale transaction. Meritage acknowledges that any such secondary     
resale transaction should be covered by an effective registration statement     
containing the selling securityholder information required by Item 507 of       
Regulation S-K.                                                                 

Additionally, in accordance with the Staff's position enunciated in 
Shearman & Sterling, Meritage (a) will make each person participating in the    
exchange offer aware (through the exchange offer prospectus or otherwise) that  
any broker-dealer who holds old notes acquired for its own account as a result  
of market-making activities or other trading activities, and who receives new   
notes in exchange for those old notes pursuant to the exchange offer, may be a  
statutory underwriter and must deliver a prospectus meeting the requirements of 
the Securities Act (which may be the exchange off prospectus so long as it      
contains a plan of distribution with respect to those resale transactions) in   
connection with any resales of those new notes and (b)                          

COVER
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Securities and Exchange Commission                                              
March 29, 2005                                                                  

Page 2                                                                          

will include in the letter of transmittal accompanying the exchange offer       
prospectus the following additional provision:                                  

If the [exchange offeree] is a broker-dealer that will  
receive new notes for its own account in exchange for   
old notes that were acquired as a result of             
market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus meeting  
the requirements of the Securities Act in connection    
with any resales of those new notes.                    

The letter of transmittal also will include a statement to the effect that, by  
so acknowledging and delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.  

                     Very truly yours,

                              MERITAGE HOMES CORPORATION

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

Dates Referenced Herein

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed on:		3/29/05		1		2			None on these Dates
		7/2/93		1
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