SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant ___
Check the approximate box:
X Preliminary Proxy Statement
___ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Sec. 240.14a-11(c)
or Sec. 240.14a-12.
U.S. HOME CORPORATION
__________________________________________________________
(Name of Registrant as Specified In Its Charter)
U.S. Home Corporation
__________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)91)
or 14a-6(j)(2).
___$500 per each party to the controversy pursuant to Exchange
Act Rules 14a-6(i)(3).
___Fee computed on table below per Exchange
Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
__________________________________________________________
2) Aggregate number of securities to which transaction applies:
__________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
__________________________________________________________
4) Proposed maximum aggregate value of transaction:
__________________________________________________________
____ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filling.
<PAGE>
<PAGE> 2
1) Amount Previously Paid:
_____________________________________________
2) Form, Schedule or Registration Statement No.:
_____________________________________________
3) Filing Party:
_____________________________________________
4) Date Filed:
_____________________________________________
<PAGE>
<PAGE> 3
U.S. HOME CORPORATION
1800 West Loop South
P. O. Box 2863
Houston, Texas 77252-2863
[U.S. HOME LOGO]
NOTICE OF 1994
ANNUAL MEETING OF
STOCKHOLDERS AND
PROXY STATEMENT
March 3, 1994
Dear Stockholders:
On behalf of the officers and directors of the Company, you
are cordially invited to attend the U.S. Home Corporation Annual
Meeting of Stockholders to be held at 10:00 a.m., local time, on
April 6, 1994 at the Omni Hotel, Four Riverway, Houston, Texas.
At the meeting, Stockholders will be asked to consider and
act upon the election of directors and ratification of auditors.
Stockholders are also being requested to consider and approve the
Non-Employee Directors' Stock Option Plan, the Employee Stock
Payment Plan and an amendment to the Second Restated Certificate
of Incorporation to eliminate a prohibition against issuance of
non-voting equity securities. These matters are described in the
formal Notice of Meeting and in the accompanying Proxy Statement.
The Board of Directors of the Company unanimously recommends
that all Stockholders vote in favor of each Proposal. Your vote
is important regardless of the number of shares you may own. We
strongly encourage all Stockholders to participate by voting
their shares by Proxy whether or not they plan to attend the
meeting. Please sign, date and mail the enclosed Proxy as soon as
possible. If you do attend the meeting, you may still vote in
person.
Sincerely,
/s/ Robert J. Strudler
_______________________
Robert J. Strudler
Chairman and Chief
Executive Officer
<PAGE>
<PAGE> 4
[U.S. HOME LOGO]
________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 6, 1994
________________________________________
The Annual Meeting of the Stockholders of U.S. Home
Corporation (the "Company") will be held on Wednesday, April 6,
1994, at 10:00 a.m., local time, at the Omni Hotel, Four
Riverway, Houston, Texas for the purpose of considering and
acting upon the following proposals as set forth in the
accompanying Proxy Statement:
1. Election of Class I Directors.
2. Approval of the Company's Non-Employee Directors' Stock
Option Plan.
3. Approval of the Company's Employee Stock Payment Plan.
4. Approval of an amendment to the Company's Second Restated
Certificate of Incorporation to eliminate a prohibition
against issuance of non-voting equity securities.
5. Ratification of the appointment of Arthur Andersen & Co.
as auditors of the Company for the fiscal year ending
December 31, 1994.
6. Transaction of such other business as may properly come
before the meeting or any adjournment thereof.
Only Stockholders of record at the close of business on
February 10, 1994 are entitled to notice of and to vote at the
meeting or any adjournment thereof.
March 3, 1994
By Order of the Board of Directors
/s/ Richard G. Slaughter
____________________________
RICHARD G. SLAUGHTER
Secretary
<PAGE>
<PAGE> 5
U.S. HOME CORPORATION
1800 West Loop South
P. O. Box 2863
Houston, Texas 77252
_________________________
PROXY STATEMENT
_________________________
Accompanying this Proxy Statement is a Notice of Annual
Meeting of Stockholders of U.S. Home Corporation (the "Company")
and a form of Proxy (the "Proxy") for such meeting solicited by
the Board of Directors of the Company (the "Board"). The Board
has fixed the close of business on February 10, 1994 as the
record date (the "Record Date") for the determination of
stockholders ("Stockholders") who are entitled to notice of and
to vote at the meeting or any adjournment(s) thereof (the
"Meeting"). The holders of a majority of the aggregate
outstanding shares of (i) common stock, $.01 par value per share,
of the Company (the "Common Stock") and (ii) convertible
redeemable preferred stock, $.10 par value per share, of the
Company (the "Convertible Preferred Stock") (hereinafter, the
Common Stock and the Convertible Preferred Stock shall be
referred to collectively as the "Stock") present in person or
represented by Proxy and entitled to vote shall constitute a
quorum at the Meeting.
As of the Record Date, there were outstanding 9,623,479
shares of Common Stock and 1,721,482 shares of Convertible
Preferred Stock, or an aggregate of 11,344,954 shares of Stock,
the holders of which are entitled to one vote per share.
A Proxy that is properly submitted to the Company may be
revoked at any time, before it is exercised, by written notice to
the Secretary of the Company. Any Stockholder attending the
Meeting may vote in person and by doing so revokes any Proxy
previously submitted by him or her. Pursuant to Proposal 1,
unless authority to vote for all nominees for Class I Director or
any individual nominee is withheld, all the shares of Stock
represented by the Proxy will be voted for the election as Class
I Director of the nominees set forth in this Proxy Statement.
Where a Stockholder has specified a choice on his or her Proxy
with respect to other proposals or matters, that direction will
be followed. If no direction is given, all of the shares of Stock
represented by the Proxy will be voted in favor of such proposal
or matter. However, shares of Stock represented by Proxies marked
as abstentions on any matter will not be voted on that matter,
although they will be counted for quorum purposes; shares held by
brokers in "street name" and not voted by them will not be counted
in tabulating votes.
<PAGE>
<PAGE> 6
The cost of soliciting Proxies will be paid by the Company,
which will reimburse brokerage firms, custodians, nominees and
fiduciaries for their expenses in forwarding proxy materials to
the beneficial owners of Stock. Officers and regular employees of
the Company may solicit Proxies personally and by telephone. In
addition, the Company has retained D.F. King & Co., Inc., to aid
in the solicitation from brokers, bank nominees and institutional
holders for a fee of $6,500 plus out-of-pocket expenses.
The Annual Report of the Company for the year ended December
31, 1993, containing audited financial statements for such year,
is enclosed with this Proxy Statement.
This Proxy Statement and the enclosed Proxy are being sent
to Stockholders on or about March 3, 1994.
IN ORDER THAT YOUR SHARES OF STOCK MAY BE REPRESENTED AT
THIS MEETING, YOU ARE REQUESTED TO:
PLEASE SIGN, DATE AND
MAIL THE PROXY PROMPTLY.
<PAGE>
<PAGE> 7
ELECTION OF CLASS I DIRECTORS
(Proposal 1)
The Company's Second Restated Certificate of Incorporation
(the "Certificate of Incorporation"), which became effective on
June 21, 1993, when it emerged from Chapter 11 of the United
States Bankruptcy Code, provides that six individuals (the "New
Directors") selected by the Official Committee of Unsecured
Creditors in the Company's Chapter 11 bankruptcy case
would be added to the Board , three directors would resign
from the Board (such persons resigned on June 10, 1993),
and five directors who were members of the Board during the
pendency of the Company's Chapter 11 case would remain on the
Board ("Continuing Directors") resulting in a Board consisting of
11 directors. The Certificate of Incorporation also provides
that the directors will be divided, with respect to the time for
which they hold office, into three classes: Class I, Class II and
Class III. Class I consists of the three members named below who,
if elected at the Meeting, will serve until the annual meeting of
Stockholders in 1996 and until their successors are elected and
qualified. Class II consists of the four members named below who
will serve until the annual meeting of Stockholders in 1995 and
until their successors are elected and qualified. Class III
consists of the four members named below who will serve until the
annual meeting of Stockholders in 1996 and until their successors
are elected and qualified.
Until the annual meeting of Stockholders to elect directors
to be held in 1996, nominations for election to the Board due to
expiring terms of Continuing Directors and New Directors will be
made by a majority of the remaining Continuing Directors or New
Directors, respectively. Effective with the annual meeting of
Stockholders to be held in 1996, classification of directors will
terminate and all directors will serve for one-year terms,
and nominations for election of all directors will be made
by the affirmative vote of a majority of the entire Board.
Subject to the Certificate of Incorporation and the
Company's Amended and Restated By-Laws (the "By-Laws"), the
Nominating Committee of the Board will consider candidates for
director recommended by Stockholders, if such recommendations are
submitted in writing to the Secretary of the Company giving the
background and qualifications of the candidates.
At the Meeting the following persons constituting Class I of
the Board ("Class I Directors") have been nominated for reelection
to serve until the annual meeting of Stockholders in 1996, and
until their successors are elected and qualified:
George A. Poole, Jr.
Herve Ripault
James W. Sight
Unless authority to vote on the election of all nominees for
Class I Director or any individual nominee is specifically
withheld by appropriate designation on the Proxy, it is the
intention of the persons named in the accompanying Proxy to
vote such Proxy for the election as Class I Directors of
the persons named above.
<PAGE>
<PAGE> 8
All nominees have consented to serve, if so elected. The
Company does not anticipate that any of the nominees for Class I
Director will be unable to serve, but if such a situation should
arise, it is the intention of the persons named in the
accompanying Proxy to vote for the election of such other person
or persons as the respective New Directors or Continuing
Directors, as noted above, may nominate. The election of
directors requires the affirmative vote of the holders of a
plurality of the shares of Stock voting at the Meeting.
NOMINEES FOR DIRECTOR
Class I - Term Expiring at 1996 Annual Meeting
<TABLE>
<CAPTION>
Name, Age, Principal Served as Board
Occupation, Director Committee
Other Directorships (1) Since Membership
________________________________ ________ __________
<S> <C> <C>
George A. Poole, Jr. (62 yrs.) Private investor for more than the Audit and
last five years (2) 1993 Nominating
Herve Ripault (53 yrs.) Associate of Optigestiom S.A., a French Finance and
fund management company since November 1991 (3) 1982 Nominating
James W. Sight (38 yrs.) Private investor for more than the last Compensation and
last five years (4) 1993 Stock Option,
Conflict of Interest
and Nominating
</TABLE>
INFORMATION ON OTHER DIRECTORS
Class II - Term Expiring at 1995 Annual Meeting
<TABLE>
<CAPTION>
Served as Board
Name, Age, Principal Occupation, Director Committee
Other Directorships (1) Since Membership
___________________________ ________ ____________
<S> <C> <C>
Glen Adams (55 yrs.) Chairman, President and Chief Executive Conflict of Interest
Officer of Southmark Corporation since August 1993 (5) 1993 and Nominating
Steven L. Gerard (48 yrs.) Chairman and Chief Executive Finance and
Officer of Triangle Wire & Cable Inc. since September 1992 (6) 1993 Compensation and
Stock Option
Kenneth J. Hanau, Jr. (67 yrs.) Chairman of K & H Corrugated Audit,
Case Corporation (7) 1976 Compensation and
Stock Option and
Executive
Charles A. McKee (75 yrs.) Former Chairman and Chief Executive Audit and
Officer of Electrolux Corporation (8) 1978 Compensation and
Stock Option
</TABLE>
<PAGE>
<PAGE> 9
Class III _ Term Expiring at 1996 Annual Meeting
<TABLE>
<CAPTION>
Served as Board
Name, Age, Principal Occupation, Director Committee
Other Directorships (1) Since Membership
<S> <C> <C> <C>
Isaac Heimbinder (50 yrs.) President and Chief Operating Officer Conflict of
of the Company (9) 1984 Interest,
Executive and
Finance
Malcolm T. Hopkins (65 yrs.) Private investor and a director of Audit and
companies for more than the last five years (10) 1993 Executive
Jack L. McDonald (60 yrs.) Private investor and consultant for Conflict of Interest
more than the last five years (11) 1993 and Finance
Robert J. Strudler (51 yrs.) Chairman and Chief Executive Officer Executive
of the Company (12) 1984
</TABLE>
(1) Unless otherwise indicated, directors have held the
position with the Company or have been engaged in the principal
occupation indicated for at least five years.
(2) Mr. Poole has been a private investor for more than the
past five years. Mr. Poole serves as a director of Spreckels, Inc.
and Darling International, Inc.
(3) Mr. Ripault has been an Associate of Optigestiom S.A.,
a French fund management company since November 1991. Mr. Ripault
retired in October 1991 as Chairman of the Board of Delahaye -
Ripault, S.A., Agent de Change, a member of the Paris Stock
Exchange, Paris, France. Mr. Ripault had been associated with
such firm from June 1985 until his retirement. Mr. Ripault was
associated with Societe des Maisons Phenix from 1979 to 1985,
during which time he was Executive Vice President - Finance.
(4) Mr. Sight has been a private investor for more than the
past five years. He has also served as Vice President and
director of Sight Leasing Co. Inc., a car leasing company, from
1978 until its dissolution in December 1992. Since December 1992,
Mr. Sight has been Co-Chairman and a director of Metro Airlines,
Inc., a former regional feeder airline which is in the process of
liquidation.
(5) Mr. Adams has been Chairman, President and Chief
Executive Officer of Southmark Corporation since August 1990.
Southmark, a real estate and financial services company, is
engaged in the liquidation of its assets pursuant to a Chapter 11
plan of reorganization which became effective in August 1990.
Prior to joining Southmark, Mr. Adams served as Chairman,
President and Chief Executive Officer of The Great Western Sugar
Company, a sugar manufacturer, from 1986 to 1989 during its
bankruptcy case. He previously served from 1983 to 1986 as Vice
President and General Counsel of Hunt International Resources
Corp., a holding company for Great Western and other entities.
Mr. Adams serves as a director of Southmark San Juan, Inc.,
Thousand Trails, Inc. and Zale Corporation.
<PAGE>
<PAGE> 10
(6) Mr. Gerard has been Chairman and Chief Executive
Officer of Triangle Wire & Cable Inc., a manufacturer of
insulated wire and cable, since September 1992. Mr. Gerard was
previously Chief Executive Officer and Director of Mountleigh
Group, PLC, a London-based company engaged in property management
and retailing, from April 1992 to July 1992. Mr. Gerard was hired
in connection with the restructuring of Mountleigh. In connection
with the restructuring, Mountleigh was placed in U.K.
receivership on May 23, 1992. From July 1990 until April 1992,
Mr. Gerard was a Senior Managing Director of Citibank, N.A.
responsible for credit, portfolio and risk management for
Citibank's corporate and investment banking activities in the
United States, Japan, Europe and Australia; from August 1987 to
July 1990, he was Division Executive for the National Corporate
Finance Division of Citibank and prior thereto, he was the Senior
Corporate Workout Officer of the Institutional Recovery
Management Division of Citibank. Mr. Gerard is also a director of
Banner Aerospace, Inc. and KEMET Corporation.
(7) Mr. Hanau is Chairman of K&H Corrugated Case
Corporation, manufacturer of corrugated packaging materials,
Walden, New York, and has been associated with such company for
more than five years. Mr. Hanau is also a director of Cosco
Industries and Tinque, Brown, Inc.
(8) Mr. McKee retired as Chairman and Chief Executive
Officer of Electrolux Corporation, manufacturer of vacuum
cleaners and floor care products, Stamford, Connecticut on June
30, 1983 and as Executive Vice President and Director of Sara Lee
Corporation (formerly Consolidated Foods Corporation) on October
31, 1983 after having served in such capacities for more than
five years. Mr. McKee is a director of Magneyic Analysis Corp.
(9) Mr. Heimbinder has served as President and Chief
Operating Officer of the Company since May 12, 1986; prior
thereto he had been Senior Vice President and Chief Financial
Officer of the Company since December 14, 1979 and Secretary from
August 23, 1984 until June 26, 1986, and from October 13, 1976
until January 26, 1984.
(10) Mr. Hopkins has been a private investor and a director
of several companies for more than the past five years. He served
as Vice Chairman and Chief Financial Officer of the former St.
Regis Corporation, a paper and forest products company with
interests in oil and gas and insurance, from 1980 to 1984. Mr.
Hopkins is a director of The Columbia Gas System, Inc., MAPCO,
Inc., KinderCare Learning Centers, Inc., The Metropolitan Series
Fund, Inc. and MetLife Portfolios, Inc.; he is also a trustee of
The Biltmore Funds.
(11) Mr. McDonald has been a private investor and consultant
for more than the past five years. He served as President and
Chief Operating Officer of Centex Corporation, which is a
homebuilding, general construction and cement-making company
from 1978 to 1984, and as a director of that company from 1974
until 1985. He is also a director of Amre, Inc., Bally's Grand
Inc. and Triangle Pacific, Inc.
(12) Mr. Strudler has served as Chairman and Chief Executive
Officer of the Company since May 12, 1986; prior thereto he had
been President and Chief Operating Officer of the Company since
August 23, 1984, Senior Vice President, Asset Management, and
Secretary of the Company from January 26, 1984 to August 23, 1984
<PAGE>
<PAGE> 11
and Senior Vice President of the Company since December 15, 1978.
Mr. Strudler also served as a director of the Company from
January 27, 1983 until March 22, 1984.
COMMITTEES OF THE BOARD OF DIRECTORS
The committees of the Board include the following:
The Audit Committee reviews and approves the scope of the
annual audit undertaken by the Company's independent public
accountants and meets with them on a regular basis to review the
progress and results of their work as well as any recommendations
they may make. The Audit Committee also reviews the fees of the
independent public accountants, and reviews and approves the
annual financial statements of the Company prior to issuance of
such statements. In addition, the Audit Committee reviews and
approves any significant non-audit services undertaken by the
Company's independent public accountants. In connection with the
internal accounting controls of the Company, the Audit Committee
reviews internal audit procedures and reporting systems, as well
as reports of the Audit Department of the Company and the
management action taken in response to such reports.
The Compensation and Stock Option Committee (the
"Compensation Committee") reviews the salaries and all
compensation plans for corporate officers, presidents of
operations and division chairmen and presidents, and makes
specific recommendations to the Board for such salaries and
plans. The Compensation Committee also has the authority to
administer the Company's 1993 Employees' Stock Option Plan,
and the Directors' Plan (as herein defined, including the grant
of options and approval of loans to finance the purchase of
shares, and, if approved by the Stockholders at the Meeting
the Employee Stock Payment Plan, including the determination of
the amount, allocation and vesting of shares.
The Conflict of Interest Committee makes determinations
concerning potential conflicts of interest involving the Company
and its subsidiaries and any directors, corporate officers,
beneficial owners of more than 10% of the Company's outstanding
shares of Stock, presidents of operations, division chairmen and
presidents and members of conflict of interest committees
reporting to presidents of operations.
The Executive Committee is empowered to exercise all powers
of the full Board to the extent permitted by, and subject to the
limitations imposed by, the Delaware General Corporation Law and
the Certificate of Incorporation and By-Laws. The Executive
Committee exercises the powers of the full Board in the
management of the business and affairs of the Company during the
intervals between regular and special meetings of the Board.
The Finance Committee reviews and approves capital funding
(debt or equity) plans for the Company and major land policies
in coordination with established corporate strategic objectives,
and reviews and recommends corporate strategic objectives for
the Company.
The Nominating Committee advises on compensation of
directors and makes, subject to the Certificate of Incorporation
and By-Laws, recommendations to the Board for the election of
directors, the succession in the office of chief executive
<PAGE>
<PAGE> 12
officer and the election of corporate officers. Subject to the
Certificate of Incorporation and By-Laws, the Nominating
Committee will consider candidates for director recommended by
Stockholders, if such recommendations are submitted in writing to
the Secretary of the Company giving the background and
qualifications of the candidates.
Members of the committees of the Board are as follows:
Audit Committee - Messrs. Hanau, Hopkins (Chair), McKee and
Poole; Compensation and Stock Option Committee - Messrs. Gerard,
Hanau, McKee (Chair) and Sight; Conflict of Interest Committee -
Messrs. Adams, Heimbinder, McDonald (Chair) and Sight; Executive
Committee - Messrs. Hanau (Chair), Heimbinder, Hopkins and
Strudler; Finance Committee - Messrs. Gerard (Chair), Heimbinder,
McDonald and Ripault; Nominating Committee - Messrs. Adams
(Chair), Poole, Ripault and Sight.
During 1993, there were a total of 8 meetings of the Board,
2 meetings of the Audit Committee, 3 meetings of the Compensation
Committee, 3 meetings of the Finance Committee, 1 meeting of the
Nominating Committee and 1 meeting of the Executive Committee. No
meetings of the Conflict of Interest Committee were held during
1993. The Company's normal practice is that committee meetings
are held the day preceding the regular meetings of the Board. All
of the directors, for the time they were directors during 1993,
attended at least 75 percent of the Board meetings and meetings
of committees of which they were members that were held during
1993.
EXECUTIVE COMPENSATION
The following table sets forth a summary of annual and long-
term compensation (for 1993, 1992 and 1991) awarded to, earned
by, or paid to the Chief Executive Officer of the Company and
each of the four most highly compensated executive officers of
the Company (other than the Chief Executive Officer) whose total
annual salary and bonus for the year ended December 31, 1993, was
in excess of $100,000:
<PAGE>
<PAGE> 13
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Annual Restricted
Name and Compen- Stock Options/ LTIP All Other
Principal Salary Bonus sation Awards SARs Payouts Compensation
Position Year ($)(1) ($)(2) ($) ($) (#)(3) ($) ($)(4)(5)(6)
____________ ____ ________ _______ ________ ________ _______ ______ ___________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert J. Strudler; 1993 $368,225 $568,225 $---- $---- 45,000 $---- $845,048(7)
Chairman and Chief 1992 368,225 135,135 ---- ---- ---- ---- 4,943
Executive Officer 1991 357,500 ---- ---- ---- ---- ---- N/A
Isaac Heimbinder; 1993 $360,000 $560,000 $---- $---- 45,000 $---- $845,048(8)
President and Chief 1992 339,900 135,135 ---- ---- ---- ---- 4,943
Operating Officer 1991 330,000 ---- ---- ---- ---- ---- N/A
Chester P. Sadowski; 1993 $145,000 $ 75,000 $---- $---- 10,000 $---- $213,900(9)
Vice President -- 1992 139,050 60,000 ---- ---- ---- ---- 3,312
Controller and Chief 1991 135,000 25,000 ---- ---- ---- ---- N/A
Accounting Officer
Richard G. Slaughter; 1993 $145,000 $ 75,000 $---- $---- 10,000 $---- $214,028(10)
Vice President-- 1992 139,050 60,000 ---- ---- ---- ---- 3,440
Planning and 1991 135,000 25,000 ---- ---- ---- ---- N/A
Secretary
Craig M. Johnson; 1993 $135,000 $ 75,000 $---- $---- 10,000 $---- $318,545(11)
Vice President -- 1992 122,777 62,500 ---- ---- ---- ---- 2,863
Community 1991 115,000 30,000 ---- ---- ---- --- N/A
Development
</TABLE>
________
(1) Amounts shown include the dollar value of base salary (cash
and non-cash) earned by the executive officers named above.
(2) Amounts shown include the dollar value of bonuses (cash and
non-cash) earned by the executive officers named above.
Pursuant to the 1993 Corporate Officers' Incentive
Compensation Program, the Board, on the recommendation of
the Compensation Committee, approved, on December 10, 1993,
payment of incentive compensation to Messrs. Sadowski,
Slaughter, and Johnson for services rendered in 1993.
In addition, the Board, on the recommendation of the
Compensation Committee, approved on December 10, 1993
payment of supplemental incentive compensation of $200,000
to each of Messrs. Strudler and Heimbinder for their
extraordinary services rendered during the pendency of the
Company's Chapter 11 proceedings, its successful emergence
from Chapter 11, the enhancement of Stockholder value and the
related public debt offerings, as well as the Company's sustained
profitability. Payment of contractual incentive compensation to
Messrs. Strudler and Heimbinder was made pursuant to the
terms and conditions of their respective Employment and
<PAGE>
<PAGE> 14
Consulting Agreements (described below). The amounts of such
contractual and supplemental incentive bonuses are included
in Column (d) above. See "Executive Compensation -
Employment Contracts and Termination of Employment and
Change of Control Arrangements - Employment Agreements of
Robert J. Strudler and Isaac Heimbinder."
(3) As of June 21, 1993, in accordance with the Company's plan of
reorganization and pursuant to the Company's 1993 Employees'
Stock Option Plan and in satisfaction of the interests of
the holders of options under the Company's 1981 Employees'
Stock Option Plan and 1989 Employees' Stock Option Plan,
options were granted to acquire shares of Common Stock to
certain officers of the Company. On December 9, 1993,
pursuant to the Company's 1993 Employees' Stock Option Plan,
additional options were granted to acquire shares of Common
Stock to certain officers and certain other employees of the
Company. See "Executive Compensation."
(4) Information for years ended prior to December 15, 1992 has
been omitted in accordance with the Securities and Exchange
Commission's transition rules for the Summary Compensation
Table.
(5) On June 21, 1993, in accordance with the Company's plan of
reorganization and pursuant to the Company's Amortizing
Incentive Plan, the Company issued 140,000 shares of Common
Stock to certain corporate officers and other employees,
including 40,000 shares to Mr. Strudler; 40,000 shares to
Mr. Heimbinder; 10,000 shares to Mr. Sadowski; 10,000 shares
to Mr. Slaughter and 15,000 shares to Mr. Johnson. The
market value of the Common Stock at the time of issuance was
$21.00 per share.
(6) The Company has a qualified profit sharing plan for the
benefit of its employees. The amounts shown above for 1992
include the contributions made by the Company during the
year ended December 31, 1992, as well as the premium for
a universal life insurance policy (with a cash surrender value).
Mr. Strudler and Mr. Heimbinder are also entitled to
retirement benefits under their respective Employment
and Consulting Agreements on the terms and conditions
specified therein. See "Executive Compensation - Employment
Contracts and Termination of Employment and Change of
Arrangements - Employment Agreements of Robert J. Strudler
and Isaac Heimbinder."
(7) Amount shown is comprised of the following: (i) market value
of the Common Stock issued pursuant to the Company's Amortizing
Incentive Plan ($840,000); (ii) contributions to the Company's
Company's profit sharing Plan ($3,538),and (iii) premium for
universal life insurance policy with a cash surrender
value ($1,510).
(8) Amount shown is comprised of the following: (i) market value
of the Common Stock issued pursuant to the Company's Amortizing
Incentive Plan ($840,000); (ii) contributions to the Company's
profit sharing plan ($3,538), and (iii) premium for universal
life insurance policy with a cash surrender value ($1,510).
<PAGE>
<PAGE> 15
(9) Amount shown is comprised of the following: (i) market value
of the Common Stock issued pursuant to the Company's Amortizing
Incentive Plan ($210,000); (ii) contributions to the Company's
profit sharing plan ($2,172); (iii) 401(k) contributions by
the Company ($500), and (iv) premium for universal life insurance
policy with a surrender value ($1,228).
(10)Amount shown is comprised of the following: (i) market value
of the Common Stock issued pursuant to the Company's Amortizing
Incentive Plan ($210,000); (ii) contributions to the Company's
profit sharing plan ($2,172); (iii) 401(k) contributions by
the Company ($500), and (iv) premium for universal life
insurance policy with a cash surrender value ($1,356).
(11)Amount show is comprised of the following: (i) market value
of the Common Stock issued pursuant to the Company's Amortizing
Incentive Plan ($315,000); (ii) contributions to the Company's
profit sharing plan ($2,020); (iii) 401(k) contributions by
the Company ($500), and (iv) premium for universal life
insurance policy with a cash surrender value ($1,025).
STOCK OPTIONS
The following table contains information concerning grants
of options to acquire shares of Stock made during the year ended
December 31, 1993 to the Chief Executive Officer of the Company
and each of the four most highly compensated executive officers
of the Company (other than the Chief Executive Officer) whose
total annual salary and bonus for the year ended December 31,
1993, was in excess of $100,000:
<PAGE>
<PAGE> 16
<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
(a) (b) (c) (d) (e) (f) (g)
% of Total
Number of Options/
Securities SARs
Underlying Granted to Exercise
Options/ Employees or Base
SARs Granted in Fiscal Price Expiration
Name (#) (1) Year ($/Sh) Date 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Robert J. Strudler 35,000(2) 13.16% $23.29 6/21/03 $481,000 $1,201,000
10,000(3) 3.76% 26.50 12/9/03 167,000 422,000
Isaac Heimbinder 35,000(2) 13.16% $23.29 6/21/03 $481,000 $1,201,000
10,000(3) 3.75% 26.50 12/9/03 167,000 422,000
Chester P. Sadowski 8,000(2) 3.01% $23.29 6/21/03 $110,000 $274,000
2,000(3) 0.75% 26.50 12/9/03 33,000 84,000
Richard G. Slaughter 8,000(2) 3.01% $23.29 6/21/03 $110,000 $274,000
2,000(3) 0.75% 26.50 12/9/03 33,000 84,000
Craig M. Johnson 8,000(2) 3.01% $23.29 6/21/03 $110,000 $274,000
2,000(3) 0.75% 26.50 12/9/03 33,000 84,000
</TABLE>
________
(1) The Board adopted the Company's 1993 Employees' Stock Option
Plan, which became effective on the June 21, 1993, in
connection with the Company's plan of reorganization. The
purpose of the Company's 1993 Employees' Stock Option Plan
is to provide an incentive to key employees, including
officers and managerial or supervisory employees who are
salaried employees of the Company and its subsidiaries or
divisions, to remain in the employ of the Company and its
subsidiaries and divisions and to have a proprietary interest
in the Company. 500,000 shares of Common Stock have been
reserved for issuance in accordance with the provisions of the
Company's 1993 Employees' Stock Option Plan.
Options granted under the Company's 1993 Employees' Stock
Option Plan are intended to be designated as (i) "Incentive
Stock Options" as defined in Section 422 of the Internal
Revenue Code of 1986, as amended, (the "Tax Code"), (ii)
non qualified stock options or (iii) any combination of
Incentive Stock Options and non qualified stock options. In
the event that a portion of an option cannot be exercised as
an Incentive Stock Option by reason of the limitations
contained in Section 422 of the Tax Code, such portion will
be treated as a non qualified stock option.
<PAGE>
<PAGE> 17
For Incentive Stock Options and/or non qualified stock
options granted on, or effective during the period
commencing on, June 21, 1993 and ending on August 20, 1993,
the exercise price of such options was the greater of the
(i) closing price of the Common Stock on the New York Stock
Exchange ("NYSE") on June 21, 1993 or later date of grant,
whichever is applicable, and (ii) average closing price of
the Common Stock on the NYSE for the 10 consecutive trading
days ending on August 20, 1993. In the event that an
Incentive Stock Option and/or a non qualified stock option is
granted after August 20, 1993, the exercise price of such
option will be the closing price of the Common Stock on the
NYSE on the date that such option is granted.
The options become exercisable for 1/3rd of the shares
purchasable thereunder on the first anniversary of the date
of grant, 2/3rds of the shares purchasable thereunder on the
second anniversary date and all of the shares purchasable
thereunder on the third anniversary date. No option granted
under the Company's 1993 Employees' Stock Option Plan may be
exercised more than 10 years from the date such option is
granted.
(2) As of June 21, 1993, pursuant to the Company's 1993 Employees'
Stock Option Plan and in satisfaction of the interests
of the holders of options under the Company's 1981
Employees' Stock Option Plan and 1989 Employees' Stock
Option Plan, options to acquire 200,000 shares of Common
Stock were granted to certain employees of the Company
including certain officers.
(3) As of December 9, 1993, pursuant to the Company's 1993
Employees' Stock Option Plan, options to acquire 66,000
shares of Common Stock were granted to certain employees
of the Company including certain officers.
________
The following table sets forth, with respect to those
persons named in the Summary Compensation Table, information
concerning the exercise of stock options during the fiscal year
ended December 31, 1993, and the fiscal year-end value of
unexercised options.
<PAGE>
<PAGE> 18
<TABLE>
<CAPTION>
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION/SAR VALUE
(a) (b) (c) (d) (e)
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable/
_____________________________________________________________________________________________
<S> <C> <C> <C> <C>
Robert J. Strudler - - 0/45,000 $0/$107,975
Isaac Heimbinder - - 0/45,000 $0/$107,975
Chester P. Sadowski - - 0/10,000 $0/$24,680
Richard G. Slaughter - - 0/10,000 $0/$24,680
Craig M. Johnson - - 0/10,000 $0/$24,680
</TABLE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-
CONTROL ARRANGEMENTS
Employment Agreements of Robert J. Strudler and Isaac Heimbinder
Mr. Strudler entered into an Employment and Consulting
Agreement with the Company on May 12, 1986 (as amended, the
"Chairman's Employment Agreement") and Mr. Heimbinder entered
into a similar Employment and Consulting Agreement with the
Company on May 12, 1986 (as amended, the "President's Employment
Agreement," and together with the Chairman's Employment
Agreement, the "Employment Agreements"). The Employment
Agreements provide for their continued employment with the
Company as Chairman and Chief Executive Officer and President and
Chief Operating Officer, respectively, until the later of (i) May
11, 1996 or (ii) such date when the Employment Agreements are not
renewed for successive one-year terms (the "Employment Term").
Under the Employment Agreements, during 1993, Messrs. Strudler
and Heimbinder were paid annual base salaries of $368,225 and
$360,000, respectively. Messrs. Strudler and Heimbinder are also
to be paid incentive compensation for each fiscal year that the
Company is profitable based upon certain formulas set forth in
the Employment Agreements and subject to annual review by the
Board. In addition, Messrs. Strudler and Heimbinder agreed to
serve as consultants to the Company for a period of five years
after the Employment Term ceases, with consulting fees payable at
1993 rates of $134,000 and $128,700 per year, respectively,
subject to cost of living adjustments, and will receive
retirement benefits upon attainment of age 58 equal to 50 percent
<PAGE>
<PAGE> 19
of their highest monthly base salaries during the Employment
Term. In accordance with past practice, these retirement benefits
have been substantially provided for by annuities held in trust
for their benefit.
Messrs. Strudler and Heimbinder may be terminated for cause,
as defined in the Employment Agreements. If either Mr. Strudler
or Mr. Heimbinder is terminated without cause during the Employment
Term, he will be entitled to receive (i) the balance of the base
salary which would have been paid during the remainder of the
Employment Term (but not less than three years), (ii) a bonus for
each year remaining (but not less than three years) during the
Employment Term based upon average historical incentive
compensation, (iii) the actuarial present value of retirement
benefits payable under the Employment Agreement (less amounts
previously contributed to fund retirement annuities) and (iv)
an amount equal to any consulting fee payable under the Employment
Agreements.
If a "Control Change" (as defined below) is followed within
two years by a "Material Change" (as defined below), each of Mr.
Strudler and Mr. Heimbinder may terminate his employment and
receive the payments referred to in clauses (i), (ii) and (iv) of
the preceding paragraph. A "Material Change" occurs if (x) Mr.
Strudler's or Mr. Heimbinder's employment is terminated without
cause, (y) Mr. Strudler's or Mr. Heimbinder's functions, duties,
responsibilities or base salaries are adversely changed or (z) Mr.
Strudler or Mr. Heimbinder is assigned to a place of employment
which is more than 10 miles from his present place of employment
and which is not the corporate headquarters of the Company. In
addition, if a Control Change occurs, each of Mr. Strudler and
Mr. Heimbinder may terminate his employment. In such event, he
will serve as a consultant to the Company and be compensated at
the 1993 rate of $134,000 (for Mr. Strudler) or $128,700 (for Mr.
Heimbinder) per annum (subject to cost of living increases), for
five years thereafter and will be entitled to have the payment of
the retirement benefits due under the Employment Agreements commence
on the earlier of (i) May 11, 1996 or (ii) when Mr. Strudler or
Mr. Heimbinder attains the age of 58, respectively.
A Control Change occurs under the following circumstances:
(i) a report on Schedule 13D is filed pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), indicating
that any person has become a beneficial owner of 15% or more of
the combined voting power of the outstanding securities of the
Company, (ii) the purchase by any person of securities pursuant
to a tender offer or exchange offer to acquire any Common Stock
of the Company (or securities convertible into such Common
Stock), if after the consummation of the offer the person would
be the beneficial owner of 15% or more of the combined voting
power of the then outstanding securities of the Company, (iii) a
consolidation or merger of the Company in which the Company is
not the surviving corporation, or pursuant to which shares of
Common Stock would be converted into cash, securities or other
property (other than a merger of the Company in which holders of
Common Stock prior to the merger have the same proportionate
ownership of Common Stock of the surviving corporation
immediately after the merger as immediately before), (iv)
any sale, lease, exchange or other transfer of all or
substantially all of the assets of the Company, or (v) a change
of a majority of the members of the Board within a 12-month
<PAGE>
<PAGE> 20
period, unless the election or nomination for election by the
Stockholders of each new director during such 12-month period was
approved by a vote of two-thirds of the directors then still in
office who were on the Board at the beginning of such 12-month
period.
Failure to elect Mr. Heimbinder to the office of Chief
Executive Officer in the event of a vacancy in that office for
any reason will be deemed a termination without cause, entitling
Mr. Heimbinder to resign within 180 days of such vacancy, in
which event he will be entitled to the severance pay and other
termination payments he would have received pursuant to the
President's Employment Agreement in the event he had been
terminated without cause thereunder.
In addition, prior to April 21, 1994, Mr. Strudler and Mr.
Heimbinder may be removed from the offices of Chairman and
President, respectively, only for "cause" by the affirmative vote
of the entire Board and the duties, functions and
responsibilities of such officers as in effect prior to June 21,
1993 may not be altered.
Key Employees' Separation Pay Plan
The Board adopted the Company's Key Employees' Separation
Pay Plan (the "Separation Plan"), which became effective on June
21, 1993. The executive officers of the Company (other than
Messrs. Heimbinder and Strudler), the Presidents of Operations,
and Division Chairmen and Division Presidents of the Company are
participants in the Separation Plan. Under the terms of the
Separation Plan, a participant whose employment with the Company
is terminated, other than for Cause (as defined below), or whose
employment is Constructively Terminated (as defined below) on or
after June 21, 1993 through and including June 21, 1994 will be
entitled to receive (i) an amount equal to the greater of (a) 12
months of such participant's base salary or (b) one month of such
participant's base salary for each year during which such
participant was employed by the Company or its subsidiaries or
divisions; provided, however, that any Division Chairman or
Division President will only be entitled to receive an amount
equal to six months of such participant's base salary, and (ii)
insurance and medical benefits up to one year after date of
termination of employment.
The benefits under the Separation Plan are to be paid to a
participant in a single lump sum in cash as soon as practicable
(but in no event later than 30 days) after the participant's
termination of employment. In no event will the benefits payable
under the Separation Plan and any other termination benefits,
excluding any payments under the Company's profit sharing plan,
to which a participant may be entitled under any other plan,
program or arrangement maintained by the Company, exceed the
maximum amount payable under the Separation Plan.
Under the Separation Plan, "Constructively Terminated" means
a (i) a reduction in an amount equal to or greater than 15% of a
participant's base salary, (ii) material reduction in a
participant's job function, duties or responsibilities or (iii)
required relocation of a participant of more than 50 miles from
such participant's current job location; provided, however, that
the employment with the Company or its subsidiaries or divisions
of a President of Operations who is a participant will not be
<PAGE>
<PAGE> 21
deemed to be Constructively Terminated in the event he or she is
required to be a Division Chairman or Division President with the
Company or its subsidiaries or division and has job functions,
duties or responsibilities of a Division Chairman or Division
President and/or is required to relocate in connection with such
change in position; provided further, that the employment with
the Company or its subsidiaries or divisions of a Division
Chairman or Division President who is a participant will not be
deemed to be Constructively Terminated in the event he or she is
required to be a Division Chairman or Division President of a
division other than the division he or she is currently employed
by and has job functions, duties or responsibilities of a
Division Chairman or Division President and/or is required to
relocate in connection with such change in position; provided
further, that the employment of a participant will not be deemed
Constructively Terminated unless such participant actually
terminates his or her employment with the Company within 60 days
after the occurrence of an event specified in clauses (i), (ii)
or (iii) above.
Under the Separation Plan, "Cause" means (i) a participant's
continuing willful failure to perform his or her duties (other
than as a result of total or partial incapacity due to physical
or mental illness), (ii) gross negligence or malfeasance by a
participant in the performance of his or her duties, (iii) an act
or acts on the part of a participant constituting a felony under
the laws of the United States, or any state thereof, which
results or was intended to result directly or indirectly in gain
or personal enrichment by such participant at the expense of the
Company or its subsidiaries or divisions or (iv) breach of any of
the provisions of the Separation Plan pertaining to
confidentiality and competitive activities.
DIRECTOR COMPENSATION
Directors, other than those who are officers of the Company,
receive the following compensation: membership on the Board -
$24,000 per annum; each committee membership - $1,600 per annum;
each committee chairmanship - $1,600 per annum; attendance
at each Board and committee meeting - a per diem fee of $1,000.
Directors who are officers of the Company receive no compensation
for their services as directors. On August 19, 1993, the Board
approved, subject to approval by the Stockholders at the Meeting,
the Non-Employee Directors' Stock Option Plan. See "Non-Employee
Directors' Stock Option Plan."
REPORT OF COMPENSATION AND STOCK OPTION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee administers the Company's executive
compensation program and makes specific recommendations to the
Board for salaries, incentive bonuses and stock option plans.
The Committee , which was reorganized on August 19, 1993 following
the Company's emergence from Chapter 11, is composed of four
independent, non-employee directors. See "Committees of the Board
of Directors."
<PAGE>
<PAGE> 22
The Company's executive compensation program (which excludes
the Chairman and President of the Company, whose respective
Employment Agreements provide for the terms of their compensation)
is intended to attract, retain and motivate highly qualified
executives for the Company and to create an incentive to increase
Stockholder value. This policy is implemented through payment of
salaries and bonuses and the granting of stock options, as well
as, medical benefits and profit sharing plan contributions which
are available to employees of the Company.
Salaries. The Compensation Committee is responsible for
recommending for each fiscal year the base salary levels for the
executive officers of the Company. In developing salary
recommendations for the year ending December 31, 1994, the
Compensation Committee reviewed the salaries for similar
positions in similarly-sized companies which engage in the
Company's businesses. The Committee confirmed that the base
salaries for the executive officers were consistent with its
objective of setting base salaries within reasonable ranges for
similar positions in competitive companies. In recommending base
salary levels, the Compensation Committee also considers each
executive officer's experience level and potential for
significant contributions to the Company's profitability and the
Company's goal of retaining and motivating highly qualified
executive officers in a highly competitive and mobile industry.
Bonuses. An annual incentive bonus plan for the executive
officers (other than Messrs. Strudler and Heimbinder) has been
structured to provide financial incentives which are related to
the Company's profitability and are utilized to recognize the
executive's individual contributions to the Company. The annual
bonus plan is also intended to reward executive officers for
exceptional performance. Under the 1994 incentive plan, an
incentive compensation pool (in an amount equal to the lesser of
$600,000 or 2 % of the Company's pre-tax income for the fiscal
year ending December 31, 1994 has been established to be distributed
to the executive officers based upon evaluation of the following
factors:
1) A review of the profit and loss of the Company as
compared to the projected profit and loss for the
fiscal year as set forth in the Company's business
plan.
2) A review of the cash flow of the Company as compared to
the projected cash flow for the fiscal year as set
forth in the Company's business plan.
3) The overall performance of the Company in comparison to
competitive industry performance, taking into
consideration an analysis of rates of growth, return
on equity and return on sales.
4) The incentive bonus payments by competitors in relation
to the proposed bonus payments to the Company's
executive officers.
5) All other actions and activities by the executive
officers in the fulfillment of their tasks as an
officer to maximize Stockholder value.
<PAGE>
<PAGE> 23
The amount of the payments allocated to each executive officer
from the incentive pool is determined by the Board (upon the
recommendation of the Compensation Committee) in its sole
discretion; provided that the maximum incentive compensation
payable to any officer for fiscal year 1994 will not exceed 75%
of the base salary of such officer. An executive officer will
only be entitled to receive incentive compensation from the
incentive pool if the officer is employed by the Company during
the entire fiscal year. Subject to approval of the Employee Stock
Payment Plan by Stockholders at the Meeting, up to 25% of
the incentive bonuses payable to executive officers will be
payable shares of Common Stock. See "Employee Stock Payment Plan."
Stock Options. Long-term incentives are provided through
grants of stock options to key employees, including officers and
managerial or supervisory employees who are salaried employees of
the Company and its subsidiaries or divisions, to remain in the
employ of the Company and its subsidiaries and divisions. The
amount of the awards reflect the officer's position and ability
to influence the Company's overall performance. Options are
intended to provide officers with an increased incentive to make
contributions to the long-term performance and growth of the
Company, to join the interests of officers with the interests of
Stockholders and to attract and retain qualified employees.
Compliance with Internal Revenue Code Section 162M. With
respect to Section 162(m) of the Tax Code, the Compensation
Committee does not expect "applicable employee remuneration" for
any "covered employee" (as such terms are defined in the Tax
Code) of the Company to exceed $1,000,000 for the year ending
December 31, 1994. To the extent that total compensation to a
covered employee exceeds $1,000,000 in any taxable year, the
Compensation Committee expects that the excess amount over
$1,000,000 will be deductible in accordance with the provisions
of the Tax Code.
CEO and COO Compensation. The compensation for Mr. Strudler,
the Chairman and Chief Executive Officer of the Company, and Mr.
Heimbinder, the President and Chief Operating Officer of the
Company, is based on their Employment Agreements, which have
been in effect since 1986, as amended from time to time. Mr.
Strudler's base salary for 1994 is $400,000 and Mr. Heimbinder's
base salary for 1994 is $390,000. Such base salaries were
determined by the Board (based on a recommendation of the
Compensation Committee), after reviewing the base salary increases
for Messrs. Strudler and Heimbinder over the past several years,
the comparable salaries of chief executive officers and chief
operating officers of other homebuilding companies and the
Company's performance during 1993.
<PAGE>
<PAGE> 24
Pursuant to the Employment Agreements, Messrs. Strudler and
Heimbinder are entitled to receive incentive compensation, not to
exceed 100% of their respective base salaries, equal to the sum
of the following: (i) one-half (1/2) of one percent (1%) of the
first $10,000,000 of the Company's pre-tax income for such year,
plus (ii) three-fourths (3/4) of one percent (1%) of the
next $10,000,000 of the Company's pre-tax income for such year,
plus (iii) one percent (1%) of the Company's pre-tax income for
such year in excess of $20,000,000. In 1993, the incentive bonus
paid to Mr. Strudler was approximately $368,000 and the incentive
bonus paid to Mr. Heimbinder was approximately $360,000. In
addition, in 1993, Mr. Strudler and Mr. Heimbinder each received
a supplementary bonus in the amount of $200,000. In awarding such
bonus and compensation, the Board (based on the recommendation of
the Compensation Committee) reviewed Mr. Strudler's and Mr.
Heimbinder's extraordinary performances during 1993 and their
contribution to the Company's results during 1993, including the
Company's successful emergence from Chapter 11, the refinancing
of debt on a long-term basis on favorable terms, the retention of
a strong and experienced management group and the Company's return
to sustained profitability exceeding the 1993 business plan.
These and other actions re-established the Company as a financially
stable, strongly capitalized, profitable and viable national
homebuilder.
Compensation and Stock Option Committee
Charles A. McKee, Chairman
Steven L. Gerard
Kenneth J. Hanau, Jr.
James W. Sight
<PAGE>
<PAGE> 25
STOCK PERFORMANCE GRAPH
The following graph compares on a cumulative basis, the year
percentage change during the five years ending December 31, 1993
in (i) the total Stockholder return on the common stock of the
Company with(ii) the total return on the Standard & Poor Composite
Stock Price Index and with (iii) the total stockholder return on
the common stock of a peer group consisting of 11 companies
engaged in homebuilding activities. Such yearly percentage
change has been measured by dividing (i) the sum of (a) the amount
of dividends for the measurement periods, assuming dividend
reinvestment, and (b) the price per share at the end of the
measurement period less the price per share at the beginning of
the measurement period, by the (ii) the price per share at the
beginning of the measurement period. The price of each unit has
been set at $100 on December 31, 1988 for the preparation of the
graph.
STOCK PERFORMANCE GRAPH COMPARING U.S. HOME TO S & P 500 AND PEER
GROUP
<TABLE>
<CAPTION>
1988 1989 1990 1991 1991 6/21/93 6/22/93 12/31/93
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U S Home Corporation 100 70.59 19.11 14.68 35.29 93.52 100 127.38
S & P 500 100 131.69 127.60 166.47 179.15 186.05 100 109.09
Peer Group 100 114.07 81.37 163.09 192.04 194.89 100 128.02
</TABLE>
The first period shown on the graph (left of the vertical bar)
is from December 31, 1998 to June 21, 1993 and includes the
Company's shares of common stock, $0.10 par value, that were
outstanding and traded prior to the effective date of the Company's
plan of reorganization. Pursuant to the provisions of the
Company's plan of reorganization, all shares of such common stock
were cancelled on June 21, 1993 and .077480 shares of Common Stock
and .042036 shares of Class B Warrants were issued for each share
of common stock.
The second period shown on the graph (right of the vertical bar)
is from June 22, 1993 to December 31, 1993 and includes the
Company's current shares of Common Stock. Such graph does not
include the value of the Class B Warrants which increased 84.5%
during this period.
The peer group index is composed of the following homebuilding
companies: Centex Corporation, Continental Homes Holding Corp.,
Hovnanian Enterprises, Inc., Kaufman & Broad Home Corporation,
Lennar Corporation, MDC Holdings, Inc., Pulte Corporation, Ryland
Group, Inc., Standard Pacific Corp., UDC Homes, Inc. and Del Webb
Corp.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee during the year
ended December 31, 1993 were (i) from January 1, 1993 to June 29,
1993 - Messrs. Hanau, McKee, Smith (until June 10, 1993, when Mr.
<PAGE>
<PAGE> 26
Smith resigned from the Board) and Ripault, (ii) from June 29,
1993 to December 31, 1993 - Messrs. Gerard, Hanau, McKee and
Sight. No such person was an officer or employee of the Company
during the year ended December 31, 1993 or was formerly an
officer of the Company.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding
the Company's outstanding shares of Common Stock and Convertible
Preferred Stock beneficially owned as of February 1, 1994, by (i)
each director of the Company, (ii) all directors and executive
officers of the Company as a group and (iii) each person who owns
more than five percent of the Common Stock or the Convertible
Preferred Stock. All information with respect to beneficial
ownership has been furnished to the Company by the parties below.
<TABLE>
<CAPTION>
Common Stock Convertible Preferred Stock
_________________________ ____________________________
Number of Percent Number of Percent
Beneficial Owners Shares (1)(2)(3) of Class Shares of Class
______________________________ ________________ _______ __________ ___________
<S> <C> <C> <C> <C>
Glen Adams _ _ _ _
Steven L. Gerard _ _ _ _
Kenneth J. Hanau, Jr. 290 * _ -
Isaac Heimbinder 58,609(4) * 733(4) *
Malcolm T. Hopkins _ _ _ _
Jack L. McDonald _ _ _ _
Charles A. McKee 2,035(5) * _ _
George A. Poole, Jr. _ _ _ _
Herve Ripault 570 * 295 *
James W. Sight _ _ _ _
Robert J. Strudler 50,359 * 2,877 *
Craig M. Johnson 15,500 * _ _
Chester P. Sadowski 10,065 * _ _
Richard G. Slaughter 10,083 * _ _
All directors and executive
officers of the Company as a group 166,552 * _ _
Loomis, Sayles & Company, L.P., as
investment manager of third party
accounts
One Financial Center, 34th Floor
34th Floor
Boston, MA 021119(6) 1,821,337 18.9% _ _
Friess Associates, Inc.
P. O. Box 4166
Greenville, DE 19807 500,000 5.2% - -
Fidelity Management &
Research Corp.
84 Devonshire Street
Boston, MA 02109 484,906 5.0% - -
</TABLE>
________________
* Less than 1%.
<PAGE>
<PAGE> 27
(1) No person will have the right to acquire beneficial ownership
of shares of Common Stock purchasable under options granted
pursuant to the Company's 1993 Employees' Stock Option Plan
until June 21, 1994. None of these options are included in
the table set forth above.
(2) On August 19, 1993, the Board adopted the Company's Non-
Employee Directors' Stock Option Plan (the "Directors'
Plan"). Pursuant to the Directors' Plan, no person will have
the right to acquire beneficial ownership of shares of
Common Stock pursuant to such Directors' Plan unless the
Directors' Plan is approved by the Stockholders within 12
months after its adoption by the Board. None of these
options are included in the table set forth above. Under the
Directors' Plan, Messrs. Hanau, McKee and Ripault each
received options to acquire of 7,500 shares Common Stock,
and Messrs. Adams, Gerard, Hopkins, McDonald, Poole and
Sight each received options to acquire 5,000 shares of
Common Stock.
(3) Includes Class B Warrants, exercisable at $20 per share, to
acquire the following number of shares of Common Stock: Mr.
Hanau - 102; Mr. Heimbinder - 6,108; Mr. McKee - 710; Mr.
Ripault - 21; Mr. Strudler - 1,893; Mr. Sadowski - 23; Mr.
Slaughter - 29, and all directors and executive officers of
the Company as a group - 10,219.
(4) Excludes 4,004 shares of Common Stock, 4,192 shares of
Convertible Preferred Stock and Class B Warrants exercisable
at $20 per share, to purchase 8 shares of Common Stock held
in trust for Mr. Heimbinder's children. Mr. Heimbinder
disclaims beneficial ownership of such shares and Warrants.
On August 9, 1993, Mr. Heimbinder transferred 25 shares of
Common Stock as a gift to a nephew. A Form 4 reporting this
transaction was filed on January 10, 1994.
(5) Excludes 775 shares of Common Stock and Class B Warrants
exercisabe at $20 per share, to purchase 420 shares of Common
Stock owned by Mr. McKee's wife. Mr. McKee disclaims
beneficial ownership of such shares.
(6) Loomis, Sayles and Company, L.P. may be deemed to be the
beneficial owner of such shares held by third party
accounts under reporting requirements of the Exchange Act;
however, Loomis, Sayles and Company, L.P. expressly disclaims
beneficial ownership of such shares.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Proposal 2)
On August 19, 1993, the Board adopted the Directors' Plan
for the purpose of attracting and retaining qualified persons
for service as members of the Board. There are reserved for
issuance 100,000 shares of Common Stock in accordance with the
provisions of the Directors' Plan. The Director's Plan will be
administered by the (Nominating Committee).
The full text of the Directors' Plan is set forth as Exhibit
A to this Proxy Statement. The principal features of the
Directors' Plan are summarized below.
<PAGE>
<PAGE> 28
Under the Directors' Plan, options are granted only to non-
employee members of the Board. No individual who is, at the time
of grant, an employee of the Company will be eligible to receive
options. No options granted under the Directors' Plan are
entitled to special tax treatment under Section 422 of the Tax
Code.
No option may be exercised more than 10 years after the date
such option is granted. Furthermore, in the event of the
resignation of an optionee as a director of the Company or the
removal of an optionee as a director of the Company, the optionee
shall have the right, not later than the earlier of (i) three
months after such resignation or removal or (ii) the termination
date of the option, to exercise the option. If an optionee shall
retire because of age, die or become disabled while a director of
the Company, the personal representative of the optionee or the
person to whom such options have been transferred by will or by
laws of descent and distribution, or the disabled optionee, shall
have the right, not later than the earlier of (i) three years of
such optionee's retirement, death or disability, or the number of
months such Director has served as a non-employee Director,
whichever is less, or (ii) the termination date of the option, to
exercise such option.
A director who receives an option grant under the Directors'
Plan will not have to recognize any income at the time the option
is granted. At the time the option is exercised, the director
will recognize taxable income in an amount equal to the excess of
the fair market value of the shares on the date of exercise over
the exercise price. The company will be entitled to a deduction
at the time and in the same amount as the director recognizes
income. The directors' tax basis in the shares they receive will
be equal to the fair market value of the shares on the date of
exercise, and their holding period for securities purposes will
begin on the day following the exercise date.
The grant of options to non-employee directors is
non discretionary under the Directors' Plan. Each non-employee
director of the Company at the time of adoption of the Directors'
Plan was granted options to acquire 5,000 shares of Common Stock
at $23.29 per share (an "Initial Stock Option Grant"). Each person
who becomes a non-employee director of the Company after the
adoption of the Director's Plan shall be granted options to
acquire 5,000 shares of Common Stock at the time such person
becomes a non-employee director of the Company (a "New Director
Stock Option Grant"). On the date of each annual meeting or
special meeting in lieu of annual meeting of Stockholders, each
person who continues to serve as a non-employee director of the
Company immediately after such meeting shall be granted options to
acquire 1,000 shares of Common Stock (an "Annual Stock Option
Grant"); provided, that he or she has served as a non-employee
director for at least six months prior to such meeting.
In addition to the Initial Stock Option Grant, each person
who (i) was a non-employee director of the Company at the time of
adoption of the Directors' Plan and (ii) served as a non-employee
director of the Company prior to June 21, 1993 was granted
options to acquire 2,500 shares of Common Stock at $23.29 per
share, the aggregate of such grant and the grant of options to
acquire 5,000 shares of Common Stock shall be deemed an Initial
Stock Option Grant for such director.
<PAGE>
<PAGE> 29
The exercise price of the Initial Stock Option Grant is the
greater of the (i) closing price of the Common Stock on the NYSE
on June 21, 1993 and (ii) average closing price of the Common
Stock on the NYSE for the 10 consecutive trading days ended
August 20, 1993. Notwithstanding the foregoing, the exercise
price of such option cannot be less than 95% of the average
closing price of the Common Stock on the NYSE for the 20
consecutive trading days immediately prior to August 19, 1993.
Under this formula, the exercise price of the options granted
under the Initial Stock Option Grant was $23.29 per share.
The exercise price of any New Director Stock Option Grant
and the Annual Stock Option Grant shall be the average closing
price of the Common Stock on the NYSE for the 10 consecutive
trading days immediately prior to the date of any such stock
option grant. Notwithstanding the foregoing, the exercise price
of any such option will in no event be less than 95% of the
average closing price of the Common Stock on the NYSE for the 20
consecutive trading days immediately prior to the date of any
such stock option grant.
The Directors' Plan became effective on August 19, 1993 (the
date of its adoption by the Board), and options were deemed
granted at the close of business that day to all non-employee
directors of the Company serving on the Board at that time. No
option granted under the Directors' Plan may be exercised unless
and until such Plan has been approved by the Stockholders prior
to August 19, 1994. If the Directors' Plan is not so approved by
the Stockholders, all options granted thereunder shall be null
and void.
The administrator of the Directors' Plan may at any time
terminate, amend or modify the Directors' Plan in any respect it
deems suitable; provided, however, that no such action may (i)
increase the total amount of Stock on which options may be granted
under the Plan, (ii) change the manner of determining the option
price, (iii) change the class of individuals eligible to receive
options, (iv) change the number of options which may be granted to
each director, or (v) change the times when such options are
granted; provided, further, that no amendment, modification or
termination of the Directors' Plan may in any manner affect any
option theretofore granted under the Directors' Plan without the
consent of the then holder.
The Common Stock issuable upon the exercise of the options
granted under the Directors' Plan will be registered pursuant
to a Registration Statement on Form S-8 under the Securities Act
of 1933, as amended ("Securities Act").
Under the Directors' Plan, Messrs. Hanau, McKee and Ripault
were each granted options to acquire 7,500 shares of Common
Stock, at $23.29 per share, and Messrs. Adams, Gerard, Hopkins,
McDonald, Poole and Sight were each granted options to acquire
5,000 shares of Common Stock at $23.29 per share.
The Board recommends that Stockholders vote FOR approval of
the Directors' Plan, and it is intended that Proxies not marked
to the contrary will be so voted.
The affirmative vote of a majority of the shares of Stock
present in person or by proxy and entitled to vote at the Meeting
is required for approval of Proposal 2.
<PAGE>
<PAGE> 30
EMPLOYEE STOCK PAYMENT PLAN
(Proposal 3)
On December 10, 1993, the Board adopted the Company's
Employee Stock Payment Plan (the "Employee Plan") for the purpose
of increasing the ownership stake of key employees of the Company
and its subsidiaries and divisions by paying a percentage of such
employees' annual incentive compensation in shares of Common
Stock. There are 250,000 shares of Common Stock reserved for
issuance under the Employee Plan.
The full text of the Employee Plan is set forth as Exhibit B
to this Proxy Statement. The principal features of the Employee
Plan are summarized below.
The Employee Plan has a term of five years, commencing on
January 1, 1994 and Common Stock may be allocated thereunder until
December 31, 1998.
All employees of the Company and its subsidiaries and
divisions, including, but not limited to, corporate officers,
presidents of operations and division presidents, are eligible to
receive shares of Common Stock under the Employee Plan.
Under the Employee Plan, up to 25% of an employee's annual
incentive compensation earned (i.e., compensation other than base
salary) may be payable in shares of Common Stock. Of such shares,
up to 50% may vest not later than two years after the end of the
incentive compensation year applicable to the award of Common
Stock, and delivery of any such Common Stock will be conditioned
on the employee remaining in the employ of the Company, except
in the case of death or retirement after age 65. An employee
eligible to receive Common Stock under the Employee Plan will
have no rights as a Stockholder with respect to such Common Stock
until such employee has become the holder of record of such
Common Stock upon vesting.
Shares of Common Stock to be issued or allocated under the
Employee Plan will be valued based on (i) with respect to the
Company's incentive compensation programs or incentive agreements
which are based on the financial results of the Company's fiscal
year, the average of the closing prices of the Common Stock on
the NYSE for the 10 trading days immediately following release by
the Company of its results for the fiscal year with respect to
incentive plans which are based on such fiscal year or (ii) with
respect to any other incentive compensation programs of the
Company, the average of the closing prices of the Common Stock on
the NYSE (A) for the last 10 trading days of the month following
the end of any other incentive program year or (B) for the 10
trading days immediately release by the Company of its results
for the most recent fiscal year, whichever is the later.
Under the present provisions of the Tax Code, the Federal
income tax consequences of the Employee Plan should be as follows:
To the extent the Common Stock received by an employee is not
subject to vesting, the employee must recognize the fair market
value of the Common Stock as compensation income in the year he
or she receives it. The Company will receive a deduction at the
same time.
<PAGE>
<PAGE> 31
To the extent the Common Stock received by an employee is
subject to forfeiture, the employee will recognize compensation
income equal to the fair market value of the Common Stock when the
forfeiture restrictions lapse, unless such employee is subject to
six-month restriction on sale from the date or grant imposed by
Section 16(b) of the Exchange Act. In that case, the employee
will recognize compensation income on the later of the lapse of
the forfeiture restrictions under the Employee Plan or the end
of such six-month period in an amount equal to the fair market
value of the Common Stock at that time. Alternatively, within
30 days after the date the Common Stock is considered to be
transferred to an employee for tax purposes, the employee may
elect under Section 83(b) of the Tax Code to recognize compensation
income at the time of transfer in an Amount equal to the fair
market value of the shares at such time, in which case (a) if the
Common Stock is subsequently forfeited, no deduction for the
amount so taken into account will be allowed, and (b) no additional
compensation income will be recognized when the Common Stock
becomes vested, irrespective of appreciation in the Common Stock
during such period.
A recipient's holding period for the Common Stock begins
when the employee recognizes taxable income under these rules,
and the employee's basis in the Common Stock for tax purposes
will be the amount of compensation income so recognized.
Moreover, any dividends received on the Common Stock while it is
restricted will, unless a Section 83(b) election has been made,
be taxable compensation income when received. The Company is
entitled to deduct amounts equal to the amounts of income
recognized by an employee at the time it is recognized, provided
that the Company appropriately withholds from the employee for
income tax purposes. The Employee Plan is not subject to Section
401(a) of the Tax Code.
Common Stock issuable under the Employee Plan will be
registered pursuant to a Registration Statement on Form S-8 under
the Securities Act of 1933, as amended (the "Securities Act").
However, such Common Stock cannot be transferred until vested in
accordance with the terms of the Employee Plan other than by will
or the laws of descent and distribution. Thereafter, the
transfer of Common Stock by employees of the Company who are, or
who may be deemed to be, "affiliates" of the Company will be
subject to certain restrictions under the Securities Act.
The Employee Plan will be administered by the Compensation
Committee, comprised of at least three members, all of whom are
to be "disinterested persons" for purposes of Rule 16b-3 of the
Exchange Act.
The administrator of the Employee Plan may at any time
terminate, amend or modify the Employee Plan in any respect it
deems suitable; provided, however, that, solely with respect to
persons subject to Section 16 of the Exchange Act, no action of
the administrator, without the approval of the Stockholders, may
(i) materially increase the benefits accruing to employees
eligible to receive Common Stock under the Plan, (ii) materially
increase the total amount of Common Stock which may be awarded
<PAGE>
<PAGE> 32
under the Employee Plan or (iii) materially modify the requirements
in the Employee Plan; provided, further, that no amendment,
modification or termination of the Employee Plan may in any manner
affect (A) any Common Stock (whether vested or not) theretofore
awarded under the Employee Plan without consent of the employee
to whom Common Stock has been awarded or (B) modify the award of
Common Stock to the employee by the administrator.
Common Stock may not be issued or allocated under the
Employee Plan to employees of the Company subject to Rule 16b-3
of the Exchange Act unless and until the Employee Plan shall have
been approved by the Stockholders at the Meeting. When so
approved, the Employee Plan shall be deemed to have been in
effect as of January 1, 1994 and shall terminate at the close of
business on December 31, 1998.
The Board recommends that Stockholders vote FOR approval of
the Employee Stock Payment Plan, and it is intended that Proxies
not marked to the contrary will be so voted.
The affirmative vote of a majority of the shares of Stock
present in person or by proxy and entitled to vote at the Meeting
is required for approval of Proposal 3.
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO ELIMINATE A PROHIBITION AGAINST ISSUANCE
OF NON-VOTING EQUITY SECURITIES
(Proposal 4)
The second paragraph of Article FOURTH of the Certificate of
Incorporation provides as follows:
"The Company will not issue any non-voting equity
securities; provided, however, that this provision,
included in this Second Restated Certificate of
Incorporation in compliance with Section 1123(a)(6) of
title 11 of the United States Code, as amended (the
"Bankruptcy Code"), will have no force and effect
beyond that required by section 1123(a)(6) of the
Bankruptcy Code and will be effective only for so long
as section 1123(a)(6) of the Bankruptcy Code is in
effect and applicable to the Company."
Pursuant to the order of the United States Bankruptcy Court
for the Southern District of New York (the "Bankruptcy Court")
confirming the Company's plan of reorganization, the Company was
directed to amend and restate its certificate of incorporation to
prohibit the issuance of non-voting equity securities to the
extent required by section 1123(a)(6) of the Bankruptcy Code.
After the effective date of the Company's plan of reorganization,
the Company may further amend the Certificate of Incorporation
with the Certificate of Incorporation and the Delaware General
Corporation Law.
<PAGE>
<PAGE> 33
The proposed amendment would delete the second paragraph of
Article FOURTH of the Certificate of Incorporation, thereby
removing the technical prohibition against issuing non-voting
securities which was, but no longer is, required by the Bankruptcy
Court and the Bankruptcy Code. The effect of the amendment would
be to restore to the Company the flexibility to issue non-voting
equity securities. The Company presently has no intention to issue
any non-voting equity securities.
The Board recommends that Stockholders vote FOR approval of
an amendment to the Certificate of Incorporation to eliminate a
prohibition against issuance of non-voting equity securities, and
it is intended that Proxies not marked to the contrary will be so
voted.
The affirmative vote of a majority of the shares of Stock
present in person or by proxy and entitled to vote at the Meeting
is required for approval of Proposal 4.
NEW PLAN BENEFITS
The following table sets forth the amounts to which certain
participants in the Directors' Plan would have been entitled if
such Plan had been in effect for the year ended December 31, 1993.
Dollar values for options set forth in the table are based upon
the difference between the closing price of the Common Stock on
the NYSE on the last day of trading in 1993 ($26.63 per share of
Common Stock) and the exercise price ($23.29 per share of Common
Stock) of the shares purchasable under the options granted in
connection with the Initial Stock Option Grant. The benefits or
amounts to be received by or allocated to executive employees
under the Employee Plan or which would have been received by or
allocated to executive employees under the Employee Plan for the
Company's last completed fiscal year if the Employee Plan had been
in effect are no determinable because the amount of incentive
compensation and the number of shares of Common Stock payable to
such employees is subject to the discretion of the Board.
Therefore, the number of units and dollar value data has been
omitted.
Directors' Plan Employee Plan
Dollar Number Dollar Number
Value Of Units Value of Units
Robert J. Strudler N/A N/A
Isaac Heimbinder N/A N/A
Chester P. Sadowski N/A N/A
Richard G. Slaughter N/A N/A
Craig M. Johnson N/A N/A
All Executive Officers
as a Group N/A N/A
Non-Executive Directors $175,350 52,500 N/A
Non-Executive Employees N/A N/A
<PAGE>
<PAGE> 34
RATIFICATION OF THE APPOINTMENT OF
ARTHUR ANDERSEN & CO. AS AUDITORS
(Proposal 5)
The Board, upon recommendation of the Audit Committee of the
Board, has appointed, subject to ratification by Stockholders,
the firm of Arthur Andersen & Co., independent public
accountants, to examine the financial statements of the Company
for 1994. Arthur Andersen & Co. has been employed by the Company
as its independent auditors for more than 25 years. Stockholders
are asked to ratify the action of the Board in making such
appointment.
Representatives of Arthur Andersen & Co. will attend the
Meeting and may make a statement if they so desire. They also
will be available to respond to appropriate questions.
The Board recommends that Stockholders vote FOR
ratification, and it is intended that Proxies not marked to the
contrary will be so voted.
The affirmative vote of a majority of the outstanding shares
of Stock entitled to vote thereon is required for the ratification
of the appointment of auditors.
OTHER BUSINESS
Management of the Company knows of no business to be brought
before the Meeting other than the election of Class I Directors,
the adoption of the Directors' Plan, adoption of the Employee
Plan, adoption of an amendment to the Certificate if Incorporation
to eliminate a prohibition against issuance of non-voting equity
securities and ratification of the appointment of auditors as set
forth in the Notice of Annual Meeting. If any other proposals come
before the Meeting, it is intended that the shares of Stock
represented by Proxies shall be voted in accordance with the
judgment of the person or persons exercising the authority
conferred by the Proxies.
STOCKHOLDER PROPOSALS
Proposals by Stockholders intended to be presented at the
1995 Annual Meeting of Stockholders must be received by the
Company on or before November 3, 1994 in order to be included in
the Proxy Statement and Proxy for that meeting. The mailing
address of the Company for submission of any such proposal is
given on the first page of this Proxy Statement.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
THEREFORE, STOCKHOLDERS ARE REQUESTED TO SIGN, DATE AND RETURN
THE PROXY CARD AS SOON AS POSSIBLE, WHETHER OR NOT THEY EXPECT TO
ATTEND THE MEETING IN PERSON.
Houston, Texas
March 3, 1994
By Order of the Board of Directors
/s/ Richard G. Slaughter
_________________________
RICHARD G. SLAUGHTER
Secretary
<PAGE>
<PAGE> 35
U.S. HOME CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints ROBERT J. STRUDLER and ISSAC
HEIMBINDER and each of them, with full power of substitution, the
proxies of the undersigned to vote all of the shares of Stock of
U. S. Home Corporation the undersigned is entitled to vote, with
all powers the undersigned would possess if personally present,
at the Annual Meeting of Stockholders of U. S. Home Corporation,
a Delaware corporation, to be held at the Omni Hotel, Four
Riverway, Houston, Texas at 10:00 am local time, on Wednesday,
April 6, 1994, and at any adjournment hereof on the matters
described on the reverse hereof and, in their discretion, on such
other matters as may properly come before the meeting.
Unless authority to do so is withheld by appropriate designation
this Proxy shall be deemed to have granted authority to vote FOR
the election of all Class I Directors as set forth in the Proxy
Statement, and will be so voted. If no directions are given,
this Proxy will be voted FOR Proposals 2,3,4 and 5.
Please sign, date and return this Proxy Promptly. No postage is
required if returned in the enclosed envelope and mailed in the
United States.
(continued and to be signed on reverse side)
<PAGE>
<PAGE> 36
PROPOSAL 1. ELECTION OF CLASS I DIRECTORS
__ FOR all nominees listed below
(except as marked to the contrary below)
__ WITHHOLD AUTHORITY
to vote for all nominees listed below
George A. Poole, Jr.; Herve Ripault; James W. Sight
(INSTRUCTION: To withhold authority to vote for any
individual nominee write that nominee's name in the space
provided below.)
FOR __
AGAINST __
ABSTAIN __
PROPOSAL 2. Approval of the Non-Employee Directors' Stock
Option Plan.
FOR __
AGAINST __
ABSTAIN __
PROPOSAL 3. Approval of the Employee Stock Payment Plan.
FOR __
AGAINST __
ABSTAIN __
PROPOSAL 4. Amendment to the Second Restated Certificate of
Incorporation to eliminate a prohibition against issuance
of non-voting equity securities.
FOR __
AGAINST __
ABSTAIN __
PROPOSAL 5. Ratification of Arthur Andersen & Co. as auditors.
X ..........................................................
(Signature of Stockholder)
X ..........................................................
(Signature of Stockholder)
YOUR RECORD DATE SHARES ARE:___________
Please sign exactly as name appears on this Proxy. If shares are
registered in more than one name, all such persons should sign
this Proxy. A corporation should sign in its full corporate name
by a duly authorized officer, stating his title. Trustees,
guardians, executors and administrators should sign in their
official capacity giving their full title as such. If a
partnership, please sign in partnership name by authorized person.
Dated ..................................................,1994
<PAGE>
<PAGE> 37
U.S. HOME CORPORATION
EMPLOYEE STOCK PAYMENT PLAN
1. Purpose.
The purpose of the U.S. Home Corporation Employee Stock Payment
Plan (the "Plan") is to increase the ownership stake of key
employees of U.S. Home Corporation and its subsidiaries or
divisions (the "Company") by paying a percentage of such
employees' annual incentive compensation in shares of Stock (as
defined herein) in lieu of cash.
2. Administration.
(a) The board of directors of the Company (the "Board") will (i)
administer the Plan, (ii) establish, subject to the provisions of
the Plan, such rules and regulations as it may deem appropriate
for the proper administration of the Plan and (iii) make such
determinations under, and such interpretations of, and take such
steps in connection with, the Plan or the Stock issued thereunder
as it may deem necessary or advisable.
(b) The Board may from time to time appoint a Committee (the
"Committee"), which shall initially be the Compensation and Stock
Option Committee of the Board, which will be comprised of at
least three members, all of whom are disinterested persons (as
defined herein), and may delegate to the Committee full power and
authority to take any and all action required or permitted to be
taken by the Board under the Plan, whether or not the power and
the authority of the Committee is hereinafter fully set forth.
The members of the Committee may be appointed from time to time
by the Board and serve at the pleasure of the Board. The Board,
if each member is a disinterested director, or the Committee, as
applicable, will hereinafter be referred to as the
"Administrator."
(c) For the purposes of this Section 2, a "disinterested person"
is a person who, on a given date, is disinterested within the
meaning of Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
3. Stock.
The stock (the "Stock") which is the subject of the Plan will be
the shares of common stock of the Company, $.01 par value per
share, whether authorized and unissued or treasury stock. The
total number of shares of Stock which may be issued under the
Plan will not exceed, in the aggregate, 250,000, subject to
adjustment in accordance with the provisions of Section 7 hereof.
<PAGE>
<PAGE> 38
4. Award of Stock.
(a) All employees of the Company, including, but not limited to,
corporate officers, presidents of operations and division
presidents (each an "Employee" and collectively, "Employees"),
are eligible to receive Stock in accordance with the terms
hereof.
(b) Up to 25%, which amount may be subject to change from time to
time by the Administrator, of the annual incentive compensation
(i.e., all amounts other than Base Salary (as defined herein))
payable to an Employee pursuant to any incentive compensation
plans or the incentive compensation provisions of any employment
or compensation agreement may be payable in shares of Stock under
the Plan.
(c) (i) Up to 50%, which amount may be subject to change from
time to time by the Administrator, of the annual amount of Stock
awarded to an Employee pursuant to Section 4(b) hereof may, at
the sole discretion of the Administrator, vest not later than two
years after the end of the incentive compensation year applicable
to such award of Stock and, unless otherwise specified by the
Administrator, shall not vest and will expire in the event the
Employee is not employed by the Company on or prior to the date
on which the Stock vests with the Employee due to (A) voluntary
termination by the Employee or (B) termination by the Company for
Cause (as defined herein). Notwithstanding the foregoing, stock
awarded to an Employee which remains subject to a vesting period
hereunder will immediately vest upon the retirement of such
Employee after attaining the age of 65.
(ii) For purposes of the Plan, a voluntary termination by an
Employee will not be deemed to occur in the event such Employee
is Constructively Terminated (as defined herein).
(iii) In the event an Employee dies while in the employ of the
Company, all Stock awarded to such Employee which remains subject
to a vesting period hereunder will immediately vest and be
delivered to such Employee's estate as soon as practicable after
such Employee's death.
(iv) For purposes of the Plan:
(A) "Cause" shall mean (1) an Employee's continuing willful
failure to perform his duties with respect to the Company (other
than as a result of total or partial incapacity due to physical
or mental illness), (2) gross negligence or malfeasance by an
Employee in the performance of his duties with respect to the
Company, (3) an act or acts on an Employee's part constituting a
felony under the laws of the United States or any state thereof
which results or was intended to result directly or indirectly in
gain or personal enrichment by such Employee at the expense of
the Company or (4) any other circumstances set forth in an
employment agreement between the Company and such Employee which
would constitute grounds for the Company to terminate the
employment of such Employee for cause (as defined in the
applicable employment agreement).
<PAGE>
<PAGE> 39
(B) "Constructively Terminated" shall mean (1) a reduction in an
amount equal to or greater than 15 percent of an Employee's Base
Salary (as defined herein), (2) a material reduction in an
Employee's job function, duties or responsibilities or (3) a
required relocation of an Employee of more than 50 miles from
such Employee's current job location; provided, however, that the
employment with the Company or its divisions or subsidiaries of a
President of Operations will not be deemed to be Constructively
Terminated in the event he or she is required to be a Division
Chairman or Division President with the Company or its divisions
or subsidiaries and has job functions, duties or responsibilities
of a Division Chairman or Division President and/or is required
to relocate in connection with such change in position; provided,
further, that the employment with the Company or its divisions or
subsidiaries of a Division Chairman or Division President will
not be deemed to be Constructively Terminated in the event he or
she is required to be a Division Chairman or Division President
of a division other than the division he or she is currently
employed by and has job functions, duties or responsibilities of
a Division Chairman or Division President and/or is required to
relocate in connection with such change in position; provided,
further, that the employment of an Employee will not be deemed
Constructively Terminated unless such Employee actually
terminates his or her employment with the Company within 60 days
after the occurrence of an event specified in clause (1), (2) or
(3) above.
(C) "Base Salary" shall mean an amount equal to an Employee's
maximum annual base salary in effect at any time after the
effective date of the Plan, excluding any incentive compensation
or bonus payable or paid to an Employee.
(d) (i) All Stock awarded to Employees hereunder but not subject
to vesting pursuant to Section 4(c) hereof shall be delivered to
such Employees within 30 days after the determination of the
price of the Stock pursuant to Section 5 hereof.
(ii) Subject to Section 4(c) hereof, all Stock awarded to
Employees hereunder which is subject to a vesting period hereunder
shall be delivered to such Employees within 31 days after the
expiration of such vesting period.
(e) In the event the Company is subject to an extraordinary
corporate transaction, including, without limitation, a merger,
consolidation or tender offer, the Administrator shall have the
right, in its sole discretion, to accelerate the vesting period
of any or all Stock subject to vesting hereunder.
5. Price and Valuation.
(a) The Stock will be issued to Employees in consideration
of services rendered to the Company by such Employees as reflected
in any incentive compensation plans or the incentive compensation
provisions of any employment or compensation agreement.
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(b) For purposes of determining the number of shares of Stock to
be issued to an Employee hereunder in lieu of cash compensation,
the Administrator shall divide the amount of cash that would
otherwise be distributed to such Employee by:
(i) with respect to the incentive compensation plans of the
Company or incentive agreements which are based on the financial
results of the Company's fiscal year, the average closing price
of the Stock on the New York Stock Exchange (the "NYSE") for the
10 consecutive trading days immediately following the date on
which the Company releases such financial results for such fiscal
year; or
(ii) with respect to any other incentive compensation plans of
the Company or incentive agreements, the average closing price of
the Stock on the NYSE for the later to occur of the (A) last 10
trading days of the month immediately following the conclusion of
the specified period for such incentive compensation program and
(B) 10 consecutive trading days immediately following the date on
which the Company releases its financial results for its most
recent fiscal year.
(c) The closing price of the Stock, as of any particular day,
will be as reported in The Wall Street Journal; provided,
however, that if the Stock is not listed on the NYSE on any
applicable day, the closing price for such day will be not less
than the fair market value of the Stock on such day, as
determined by the Administrator based on such empirical evidence
as it deems to be necessary under the circumstances.
6. Term and Effective Date.
The Plan will become effective upon (i) approval by the Board,
and (ii) solely with respect to Employees subject to Section 16
of the Exchange Act, approval by the affirmative vote of a
majority of the shares of voting capital stock of the Company
present or represented and entitled to vote at the 1994 annual
meeting of the Company's stockholders. When so approved, the
Plan shall be deemed to have been in effect as of January 1, 1994
and shall terminate on December 31, 1998.
7. Stock Adjustments.
(a) The total amount of Stock reserved and issuable under the
Plan and Stock awarded but not yet vested will be appropriately
adjusted for any increase or decrease in the number of
outstanding shares of Stock resulting from payment of a stock
dividend on the Stock, a subdivision or combination of the Stock,
a reclassification of the Stock, consolidation or a merger in
which the Company will be the surviving corporation.
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(b) After any merger of one or more corporations into the Company
in which the Company will not be the surviving corporation, or
after any consolidation of the Company and one or more other
corporations, each Employee who is entitled to Stock hereunder
will be entitled to receive, in lieu of the number of shares of
Stock as to which such Employee was previously entitled, the
number and class of shares of stock or other securities or other
consideration to which such Employee would have been entitled
pursuant to the terms of the applicable agreement of merger or
consolidation if at the time of such merger or consolidation such
Employee had been a holder of record of a number of shares of
Stock equal to the number of shares for which such Employee was
then entitled to receive subject to vesting. Comparable rights
will accrue to each Employee in the event of successive mergers
or consolidations of the character described above.
(c) The adjustments described in this Section 7 and the manner of
application of the foregoing provisions will be determined by the
Administrator in its sole discretion. Any such adjustment may
provide for the elimination of fractional shares.
8. Transferability.
An Employee who acquires Stock hereunder will only transfer
such Stock in compliance with applicable federal and state
securities laws. Employees who are affiliates of the Company may
generally dispose of their shares in accordance with Rule 144
promulgated under the Securities Act of 1933, as amended.
Employees may not transfer or assign any interest in any Stock
awarded hereunder until such Stock is vested with such Employee
other than by will or the laws of descent and distribution.
9. Rights as a Stockholder.
Any Employee entitled to receive Stock hereunder will have no
rights as a stockholder with respect to any share of Stock until
such Employee has become the holder of record of such share of
Stock upon vesting, and, except for stock dividends as provided
in Section 7 hereof, no adjustment will be made for dividends
(ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights in respect of such
Stock for which the record date is prior to the date on which
such Employee will become the holder of record thereof.
10. Investment Purpose.
At the time of issuance of any Stock, the Company may, if it will
deem it necessary or desirable for any reason, require an
Employee to represent in writing to the Company that (a) it is
such Employee's then intention to acquire the Stock for
investment purposes and not with a view to the distribution
thereof and/or (b) upon acquisition of the Stock, the Employee
will not beneficially own in excess of 4.9 percent of the value
of the equity securities (as defined in Rule 3a11-1 under the
Exchange Act) of the Company; provided that for purposes of this
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Section 10(b), all outstanding options and convertible securities
to acquire Stock shall be deemed to be exercised or converted;
provided, further, that this Section 10(b) shall be inoperative
after June 21, 1995.
11. Right to Terminate Employment.
Nothing contained herein will restrict the right of the Company to
terminate the employment of any Employee at any time.
12. Finality of Determinations.
Each determination, interpretation, or other action made or taken
pursuant to the provisions of the Plan by the Administrator will
be final and be binding and conclusive for all purposes.
13. Subsidiary and Parent Corporations.
Unless the context requires otherwise, references under the Plan
to the Company will be deemed to include any subsidiary
corporations and parent corporations of the Company, as those
terms are defined in Section 425 of the Internal Revenue Code, as
amended.
14. Governing Law.
The Plan will be governed by the laws of the State of Delaware.
15. Amendment and Termination.
The Administrator may at any time terminate, amend or modify the
Plan in any respect it deems suitable; provided, however, that,
solely with respect to persons subject to Section 16 of the
Exchange Act, no such action of the Administrator, without the
approval of the stockholders of the Company, may (i) materially
increase the benefits accruing to employees eligible to receive
Stock under the Plan, (ii) materially increase the total amount
of Stock which may be awarded under the Plan or (iii) materially
modify the requirements for participation in the Plan; provided,
further, that no amendment, modification or termination of the
Plan may in any manner affect (A) any Stock (whether vested or
not) theretofore awarded under the Plan without the consent of
the Employee to whom Stock has been awarded or (B) modify the
award of Stock to the Employee designated by the Administrator.
16. Override.
(a) With respect to persons subject to Section 16 of the Exchange
Act, transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provision of the Plan or action
by the Administrator fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by
the Administrator.
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(b) All transactions pursuant to terms of the Plan, including,
without limitation, awards and vesting of Stock, shall only be
effective at such time as counsel to the Company shall have
determined that such transaction will not violate federal or
state securities or other laws. The Administrator may, in its
sole discretion, defer the effectiveness of such transaction to
pursue whatever actions may be required to ensure compliance with
such federal or state securities or other laws.
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