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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
U.S. HOME CORPORATION
______________________________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 21-0718930
_________________________________ __________________
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1800 West Loop South
Houston, Texas 77027
________________________________________ __________
(Address of principal executive offices) (Zip Code)
U.S. Home Corporation Corporate Officers and Presidents of Operations
Restricted Stock Plan
_____________________________________________________________________
(Full title of the plan)
ROBERT J. STRUDLER
Chairman and
Chief Executive Officer
U.S. Home Corporation
1800 West Loop South
Houston, Texas 77027
_______________________________________
(Name and address of agent for service)
(713) 877-2311
_____________________________________________________________
(Telephone number, including area code, of agent for service)
Copy to: STEPHEN C. KOVAL, Esq.
Kaye, Scholer, Fierman,
Hays & Handler
425 Park Avenue
New York, New York 10022
(212) 836-8000
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
__________ __________ _________ _________ ____________
Common Stock, 250,000 $17.00(1) $ 4,250,000(1) $ 1,466.00(1)
par value shares
$.01 per
share
____________________
(1) The offering price has been computed pursuant to Rule 457(c) and
Rule 457(h)(1) promulgated under the Securities Act of 1933, as
amended (the "Act"), upon the basis of the high and low prices
of the Common Stock reported on the New York Stock Exchange on
April 24, 1995.
PAGE <3>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, or portions thereof, filed with the
Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
1. U.S. Home Corporation's (the "Company") Annual Report on
Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), as amended, for the fiscal year ended
December 31, 1994, as filed with the Commission on February 23, 1995.
2. The description of the common stock, par value $.01 per
share, of the Company (the "Common Stock") is contained under the
headings "Capital Stock and Class B Warrants - Common Stock" on page 51
and "Capital Stock and Class B Warrants - Certificate of Incorporation"
on pages 54-55 of the prospectus, dated October 27, 1993, filed with
the Commission on October 28, 1993 pursuant to Rule 424(b) promulgated
under the Securities Act of 1933, as amended (the "Act"), relating to
the Company's Amendment No. 3 to Registration Statement on Form S-3
under the Act filed with the Commission on October 26, 1993
(Registration No. 33-68966).
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference
herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Second Restated Certificate of Incorporation of the
Company, as amended (the "Certificate of Incorporation"), provides, as
do the charters of many other publicly held companies incorporated in
the State of Delaware, that the personal liability of directors of
the Company to the Company is eliminated to the maximum extent
permitted by applicable law. The Certificate of Incorporation
provides for the indemnification of the directors, officers, employees
and agents of the Company and its subsidiaries to the full extent that
may be permitted by applicable law from time to time. Certain
provisions of the Certificate of Incorporation protect the Company's
directors against personal liability for monetary damages resulting
from breaches of their fiduciary duty of care, except as set forth
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below. Under Delaware General Corporation Law, absent these provisions,
directors could be held liable for gross negligence in the performance
of their duty of care but not for simple negligence. The Company's
directors remain liable for breaches of their duty of loyalty to the
Company and its stockholders, as well as for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law and transactions from which a director derives improper
personal benefit. The Certificate of Incorporation also does not
absolve directors of liability under Section 174 of the Delaware
General Corporation Law, which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemption's in
certain circumstances and expressly sets forth a negligence standard
with respect to such liability.
Under Delaware General Corporation Law, directors, officers,
employees and other individuals may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation - a "derivative action") if
they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the Company and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard of care is applicable in
the case of a derivative action, except that indemnification only extends
to expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and Delaware General Corporation
Law requires court approval before there can be any indemnification of
expenses where the person seeking indemnification has been found liable
to the Company.
The Certificate of Incorporation provides, among other things,
that each person who was or is made a party to, or is threatened to be
made a party to, or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he or she, or a person for
whom he or she is the legal representative, is or was a director or
officer of the Company (or was serving at the request of the Company as
a director, officer, employee or agent for another entity), will be
indemnified and held harmless by the Company to the fullest extent
permitted by applicable law as it presently exists or may be amended,
against all expense, liability or loss (including attorneys' fees),
reasonably incurred by such person in connection therewith. The Company
will pay the expenses (including attorneys' fees) incurred in defending
any proceeding in advance of the final disposition. However, the payment
of expenses incurred by a director or officer in advance of the final
disposition of the proceeding will be made only upon receipt by the
Company of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under the Certificate of
Incorporation or otherwise. The foregoing right of indemnification will
not be deemed exclusive of any other right to which those indemnified
may be entitled against the Company, and the Company may provide
additional rights to such persons.
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If a claim for indemnification or payment of expenses is not
paid in full within 60 days after a written claim therefor has been
received by the Company, the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part,
will be entitled to be paid the expense of prosecuting such claim.
In any such action, the Company will have the burden of proving that
the claimant was not entitled to the requested indemnification or
payment of expenses under applicable law.
The rights conferred on any person under the Certificate of
Incorporation will not be exclusive of any other rights which such
person may have or acquire under any statute, provision of the
Certification of Incorporation, the Company's Amended and Restated
By-laws, agreement, vote of stockholders of the Company or disinterested
directors or otherwise.
The Company's obligation, if any, to indemnify any person
who was or is serving at its request as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust,
enterprise or nonprofit entity will be reduced by any amount such
person may collect as indemnification from such other corporation,
partnership, joint venture, trust, enterprise or nonprofit entity.
Subject to the availability of insurance at substantially
similar rates for similar coverage (as determined in the sole
discretion of the Company), the Company will maintain insurance at
(i) the levels in effect as of June 21, 1993 with respect to each
director, officer, employee or agent of the Company until
June 21, 1996 or (ii) the levels in effect as of the date of the
expiration of the term, death, removal, retirement or resignation
of any such person for a period of three years after such event,
whichever level is greater, in either case, with respect to any
proceeding by reason of the fact that such person, or the person
for whom he or she is the legal representative, is or was a
director or officer of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust,
enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and
expenses (including attorneys' fees) reasonably incurred by such
person at the Company's expense, to protect the Company and any such
person against any such liability, cost, payment or expense; provided,
however, that subject to the provisions of this paragraph, the Company
will only be required to maintain insurance until the earlier of the
date which is (a) three years after the expiration of the term, death,
removal, retirement or resignation of any such person and
(b) June 21, 1999.
Any repeal or modification of the provisions described above
will not adversely affect any right or protection under the Certificate
of Incorporation of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.
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Under the first amended consolidated plan of reorganization of
the Company (the "USH Plan"), the obligations of the Company and each of
its affiliates to indemnify any person serving as one of its directors,
officers or employees as of or following April 15, 1991, by reason of
such person's past or future service in such a capacity, or as a
director, officer or employee of another corporation, partnership or
other legal entity, to the extent provided in the applicable certificate
of incorporation, by-laws, or similar constituent documents or by
statutory law or written agreement of or with the Company or any of its
affiliates, were, except as provided below, deemed and treated as
executory contracts that were assumed by the Company or any of its
affiliates pursuant to the USH Plan and Section 365 under chapter 11 of
title 11 of United States Code, upon the confirmation of the USH Plan.
Accordingly, such indemnification obligations survived and were
unaffected by entry of the confirmation order with respect to the
USH Plan, irrespective of whether such indemnification is owed for an
act or event occurring before or after April 15, 1991.
As authorized by the Certificate of Incorporation and the
order of the United States Bankruptcy Court for the Southern District
of New York confirming the USH Plan, the Company entered into
indemnification agreements effective as of June 21, 1993 with each of
its directors and officers. These indemnification agreements provide
for, among other things, the (i) indemnification by the Company of the
indemnities thereunder to the extent described above and (ii) advancement
of attorneys' fees and other expenses. Accordingly, the Company will in
certain circumstances be obligated to indemnify its former directors and
its directors and officers from and after June 21, 1993, including as to
matters arising out of service as directors or officers of certain
entities other than the Company or any of its affiliates prior to
June 21, 1993.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following are filed as exhibits to this registration
statement:
Exhibits Description
________ ___________
4.1 U.S. Home Corporation Corporate Officers and
Presidents of Operations Restricted Stock Plan.
Incorporated by reference from Exhibit A to the
Company's definitive proxy statement, as filed
with the Commission with Schedule 14A on
March 13, 1995, for the Company's 1995 Annual
Meeting of Stockholders held on April 26, 1995.
4.2 Second Restated Certificate of Incorporation of
the Company. Incorporated by reference from
Exhibit 3.1 of the Company's Registration
Statement on Form S-3 under the Act filed with
the Commission on September 17, 1993
(Registration No. 33-68966)("Form S-3").
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4.3 Certificate of Amendment of Second Restated
Certificate of Incorporation of the Company.
Incorporated by reference from Exhibit 3.1 of
the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1994
filed with the Commission on August 9, 1994.
4.4 Amended and Restated By-Laws of the Company.
Incorporated by reference from Exhibit 3.2 of
Form S-3.
5.1 Opinion of Messrs. Kaye, Scholer, Fierman,
Hays & Handler.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Messrs. Kaye, Scholer, Fierman,
Hays & Handler. Contained in such firm's
opinion filed as Exhibit 5.1 hereto.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by c ontrolling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on
April 26, 1995.
U.S. HOME CORPORATION
By: /s/ Chester P. Sadowski
________________________
Name: Chester P. Sadowski
Title: Vice President-Controller
and Chief Accounting
Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons
in the capacities and on the dates indicated. Each person whose
signature appears below hereby authorizes each of Robert J. Strudler,
Isaac Heimbinder, Craig M. Johnson and Chester P. Sadowski, as
attorney-in-fact, to sign and file on his behalf, individually and in
each capacity stated below, any pre-effective or post-effective
amendment hereto.
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Signature Title Date
_________ _____ ____
/s/ Robert J. Strudler Chairman, Chief Executive April 26, 1995
Robert J. Strudler Officer and Director
(principal executive officer)
/s/ Isaac Heimbinder President, Chief Operating April 26, 1995
Isaac Heimbinder Officer and Director
/s/ Chester P. Sadowski Vice President, April 26, 1995
Chester P. Sadowski Controller and Chief
Accounting Officer
(principal accounting officer)
/s/ Thomas A. Napoli Vice President, April 26, 1995
Thomas A. Napoli Finance and Chief
Financial Officer
(principal financial officer)
/s/ Glen Adams Director April 26, 1995
Glen Adams
/s/ Steven L. Gerard Director April 26, 1995
Steven L. Gerard
/s/ Kenneth J. Hanau, Jr. Director April 26, 1995
Kenneth J. Hanau, Jr.
/s/ Malcolm T. Hopkins Director April 26, 1995
Malcolm T. Hopkins
/s/ Jack L. McDonald Director April 26, 1995
Jack L. McDonald
/s/ Charles A. McKee Director April 26, 1995
Charles A. McKee
/s/ George A. Poole, Jr. Director April 26, 1995
George A. Poole, Jr.
/s/ Herve' Ripault Director April 26, 1995
Herve' Ripault
/s/ James W. Sight Director April 26, 1995
James W. Sight
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EXHIBIT INDEX
_____________
Exhibit Description Page
_______ ___________ ____
5.1 Opinion of Messrs. Kaye, Scholer,
Fierman, Hays & Handler.
23.1 Consent of Independent Public
Accountants.
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EXHIBIT 5.1
April 26, 1995
(212) 836-8000
U.S. Home Corporation
1800 West Loop South
Houston, Texas 77027
Ladies and Gentlemen:
We have acted as counsel to U.S. Home Corporation, a Delaware
corporation (the "Company"), in connection with its Registration Statement
on Form S-8 (the "Registration Statement"), filed pursuant to the
Securities Act of 1933, as amended (the "Act"), relating to the proposed
offering by the Company of an additional 250,000 shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), pursuant to
its Corporate Officers and Presidents of Operations Restricted Stock Plan
(the "Plan"). Upon approval of the Plan by the Company's stockholders,
144,547 shares of Common Stock shall be issued (the "Issued Stock"), and
105,453 shares of Common Stock shall be reserved for issuance (the
"Reserved Stock"), pursuant to the Plan.
In that connection, we have reviewed the Company's Second
Restated Certificate of Incorporation, as amended, its Amended and
Restated By-Laws, resolutions of its Board of Directors and other such
documents and records as we have deemed appropriate.
On the basis of such review and having regard to legal
considerations which we deem to be relevant, it is our opinion that
the Issued Stock and Reserved Stock, upon issuance in accordance with
the terms of the Plan, will be duly and validly authorized and issued,
fully paid and non-assessable.
Our opinion is limited to the Federal laws of the United States
of America and the General Corporation Law of the State of Delaware.
We hereby consent to the use of this opinion as an Exhibit to
the Registration Statement. In giving this opinion, we do not thereby
admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the Rules and Regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/ Kaye, Scholer, Fierman, Hays & Handler
Kaye, Scholer, Fierman, Hays & Handler
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated February 8, 1995 included in U.S. Home Corporation's
Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
April 26, 1995
