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Form 8-K Forestar Group Inc. For: Sep 30

October 2, 2015 6:46 AM EDT

 

 

UNITED STATES

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: September 30, 2015

(Date of earliest event reported)

 

FORESTAR GROUP INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33662

 

26-1336998

(State or other jurisdiction of

 

Commission File Number

 

(I.R.S. Employer

incorporation or organization)

 

 

 

Identification No.)

 

6300 Bee Cave Road, Building Two, Suite 500
Austin, Texas 78746

(Address of principal executive offices) (zip code)

 

(512) 433-5200

(Registrant’s telephone number, including area code)

 

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))

 

 

 



 

Item 5.02.                Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) On September 30, 2015, Christopher L. Nines, Chief Financial Officer of Forestar Group Inc. (the “Company”), resigned from his position with the Company effective immediately.  In connection with Mr. Nines’ resignation, the Company anticipates that it will enter into a separation agreement with Mr. Nines.

 

(c) On September 30, 2015, the board of directors (the “Board”) of the Company appointed Charles D. Jehl as Chief Financial Officer of the Company effective immediately.

 

Mr. Jehl, age 47, has served as the Company’s Executive Vice President — Oil and Gas since February 2015, and as Executive Vice President — Oil and Gas Business Administration from June 2013 to February 2015.  Mr. Jehl served as the Company’s Chief Accounting Officer from 2006 to 2013. Prior to joining the Company, he served as Chief Operations Officer and Chief Financial Officer of Guaranty Insurance Services, Inc. from 2005 to 2006, and he held various other financial management positions within Temple-Inland Inc.’s financial services segment from 1989 to 2006.

 

There are no family relationships between Mr. Jehl and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.   No material plan, contract or arrangement was entered into connection with his appointment as Chief Financial Officer and no changes were made to his existing compensation arrangements with the Company.

 

The Company issued a press release on October 2, 2015 announcing Mr. Nines’ resignation as Chief Financial Officer of the Company and Mr. Jehl’s appointment as Chief Financial Officer of the Company. A copy of the press release is filed as Exhibit 99.1 to this report.

 

Item 9.01.                Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1   Press Release, dated October 2, 2015, entitled “Forestar Announces CFO Transition”

 

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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.

 

 

FORESTAR GROUP INC.

 

 

 

 

 

 

 

 

Date: October 2, 2015

By:

/s/ David M. Grimm

 

 

Name:

David M. Grimm

 

 

Title:

Chief Administrative Officer

 

 

 

 

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press Release dated October 2, 2015, entitled “Forestar Announces CFO Transition”

 

4


Exhibit 99.1

 

NEWS RELEASE

 

FOR IMMEDIATE RELEASE

CONTACT: Anna E. Torma

(512) 433-5312

 

FORESTAR ANNOUNCES CFO TRANSITION

 

AUSTIN, TEXAS, October 2, 2015 — Forestar Group Inc. (NYSE: FOR) today announced that Christopher L. Nines, Chief Financial Officer, stepped down September 30, 2015. The Board of Directors has named Charles D. Jehl, Executive Vice President — Oil & Gas, as Chief Financial Officer. Mr. Jehl served as Forestar’s Chief Accounting Officer from 2006 to 2013, and prior to joining Forestar was Chief Operations Officer and Chief Financial Officer of Guaranty Insurance Services, Inc.

 

“I would like to thank Chris Nines for his dedicated service to Forestar, including his stewardship of the company’s finances during some extremely challenging market conditions,” said Phillip J. Weber, Chief Executive Officer. “I wish Chris the very best in his future endeavors.”

 

“Chuck has made many significant contributions to Forestar, most recently in the form of meaningful cost reductions and increased efficiencies in the company’s oil and gas segment. Chuck brings over 24 years of financial management and leadership experience into his new role as Chief Financial Officer. I am confident Chuck will do an outstanding job for Forestar and its stockholders.”

 

About Forestar Group

 

Forestar Group Inc. operates in three business segments: real estate, oil and gas and other natural resources. At second quarter-end 2015, the real estate segment owns directly or through ventures over 111,000 acres of real estate located in 11 states and 14 markets in the U.S. The real estate segment has 11 real estate projects representing approximately 24,400 acres currently in the entitlement process, and 76 entitled, developed and under development projects in ten states and 13 markets encompassing over 10,700 acres, comprised of over 17,600 planned residential lots and approximately 1,900 commercial acres. The oil and gas segment includes approximately 935,000 net acres of oil and gas mineral interests, with approximately 590,000 acres of fee ownership located principally in Texas, Louisiana, Georgia, and Alabama, and approximately 345,000 net acres of leasehold interests principally located in Nebraska, Kansas, Oklahoma, North Dakota and Texas. These leasehold interests include about 9,000 net mineral acres in the core of the prolific Bakken and Three Forks formations. The other natural resources segment includes sale of wood fiber and management of our recreational leases, and approximately 1.5 million acres of groundwater resources, including a 45% nonparticipating royalty interest in groundwater produced or withdrawn for commercial purposes from approximately 1.4 million

 



 

acres in Texas, Louisiana, Georgia and Alabama and about 20,000 acres of groundwater leases in central Texas. Forestar’s address on the World Wide Web is www.forestargroup.com.

 

Forward Looking Statements

 

This release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are typically identified by words or phrases such as “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” and other words and terms of similar meaning. These statements reflect management’s current views with respect to future events and are subject to risk and uncertainties. We note that a variety of factors and uncertainties could cause our actual results to differ significantly from the results discussed in the forward-looking statements, including but not limited to: general economic, market, or business conditions; changes in commodity prices; opportunities (or lack thereof) that may be presented to us and that we may pursue; fluctuations in costs and expenses including development costs; demand for new housing, including impacts from mortgage credit rates or availability; lengthy and uncertain entitlement processes; cyclicality of our businesses; accuracy of accounting assumptions; competitive actions by other companies; changes in laws or regulations; and other factors, many of which are beyond our control. Except as required by law, we expressly disclaim any obligation to publicly revise any forward-looking statements contained in this news release to reflect the occurrence of events after the date of this news release.

 




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