<PAGE> 1
As filed with the Securities and Exchange Commission on April 24, 1996
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 of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1800 West Loop South
Houston, TX 77027
(713) 877-2311
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
1996 Employees' Stock Option Plan
(Full Title of the Plan)
ROBERT J. STRUDLER
Chairman and Co-Chief Executive Officer
U.S. Home Corporation
1800 West Loop South
Houston, TX 77027
(713) 877-2311
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
Copy to:
Stephen C. Koval, Esq.
Kaye, Scholer, Fierman, Hays & Handler, LLP
425 Park Avenue
New York, New York 10022
<PAGE> 2
CALCULATION OF REGISTRATION FEE
=========================== ------------------------ ------------------------
Title of Securities to be Amount to be Registered Proposed Maximum
Registered Offering Price Per
Share
=========================== ======================== ========================
Common Stock, $.01 par 500,000 Shares $23.500(1)
value per share
=========================== ======================== ========================
------------------------ -------------------------
Proposed Maximum Amount of Registration
Aggregate Offering Fee
Price
======================== =========================
$ 11,750,000 (1) $4,052.00
======================== =========================
(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, upon the basis of the high and low prices of the Common
Stock reported on the New York Stock Exchange on April 18, 1996.
<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(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), for the fiscal year
ended December 31, 1995.
2. The description of the common stock, $.01 par value
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.
Seymour H. Chalif, who is special counsel to Kaye,
Scholer, Fierman, Hays & Handler, LLP, is also senior advisor to the board
of directors of the Company.
Item 6. Indemnification of Directors and Officers.
The Company's Restated Certificate of Incorporation, 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
<PAGE> 4
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 below. Under the 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 redemptions in certain circumstances
and expressly sets forth a negligence standard with respect to such
liability.
Under the 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 the 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"),
<PAGE> 5
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 its 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.
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 Certificate 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
<PAGE> 6
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 attorney's 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 described
herein, 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.
Under the Company's First Amended Consolidated Plan of
Reorganization, dated May 24, 1993, as modified (the "Plan"), and the
confirmation order relating thereto of the United States Bankruptcy Court
for the Southern District of New York, 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
Plan and section 365 of the United States Bankruptcy Code, upon the
confirmation of the Plan. Accordingly, such indemnification obligations
survived and were unaffected by entry of the confirmation order with
respect to the Plan, irrespective of whether such indemnification is owed
for an act or event occurring before or after April 15, 1991.
<PAGE> 7
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 indemnitees 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.
Certain of the Company's compensation and stock option plans
provide for the indemnification of certain of the Company's officers and
directors in connection with certain matters relating to such plans.
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 1996 Employees' Stock Option Plan.
Incorporated by reference from Exhibit
A to U.S. Home Corporation's definitive
proxy statement for U.S. Home
Corporation's 1996 Annual Meeting of
Shareholders, as filed with the
Commission under Schedule 14A on March
12, 1996.
4.2 Restated Certificate of Incorporation
of U.S. Home Corporation. Incorporated
by reference from exhibit 3.1 of
U.S. Home Corporation's Registration
Statement on Form S-3 under the Act filed
with the Commission on September 17,
1993 ("Form S-3").
<PAGE> 8
4.3 Certificate of Amendment of Restated
Certificate of Incorporation of U.S. Home
Corporation. Incorporated by reference
from exhibit 3.1 of U.S. Home
Corporation's Quarterly Report on Form
10-Q for the quarterly period ended
June 30, 1994 pursuant to Section 15(d)
of the Exchange Act filed with the
Commission on August 9, 1994.
4.4 Certificate of Retirement of U.S. Home
Corporation as filed with the State of
Delaware on September 14, 1995.
4.5 Amended and Restated By-Laws of U.S.
Home Corporation. Incorporated by
reference from exhibit 3.2 of Form S-3.
5 Opinion of Messrs. Kaye, Scholer, Fierman,
Hays & Handler, LLP.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Messrs. Kaye, Scholer, Fierman,
Hays & Handler, LLP contained in
such firm's opinion filed as Exhibit 5 hereto.
24 Power of Attorney. Included on the signature
page at Page II-7.
Item 9. Undertakings.
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:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of
1933, unless the information required to be
included in such post-effective amendment is
contained in a periodic report filed with or
furnished to the Securities and Exchange
Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange
Act of 1934 and incorporated herein by
reference.
<PAGE> 9
(ii) To reflect in the prospectus any
facts or events arising after the effective date
of the registration statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement, unless the
information required to be included in such
post-effective amendment is contained in a
periodic report filed with or furnished to the
Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would
not exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b)
(ss.230.424(b) of this chapter), if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) 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.
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.
<PAGE> 10
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 controlling 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.
<PAGE> 11
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 this 24th day of April, 1996.
U.S. HOME CORPORATION
By: /s/ Chester P. Sadowski
Name: Chester P. Sadowski
Title: Vice President, Controller and
Chief Accounting Officer
<PAGE> 12
Pursuant to the requirements of the Securities Act of
1933, as amended, 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.
Signature Title Date
/s/ Robert J. Strudler Chairman, Co-Chief Executive April 24, 1996
- ------------------------- Officer and Director
Robert J. Strudler (principal executive officer)
/s/ Isaac Heimbinder President, Co-Chief Executive April 24, 1996
- ------------------------- Officer, Chief Operating
Isaac Heimbinder Officer and Director
/s/ Chester P. Sadowski Vice President, April 24, 1996
- ------------------------- Controller and Chief
Chester P. Sadowski Accounting Officer
(principal accounting officer)
/s/ Thomas A. Napoli Vice President, April 24, 1996
- ------------------------- Finance and Chief
Thomas A. Napoli Financial Officer
(principal financial officer)
/s/ Glen Adams Director April 24, 1996
- -------------------------
Glen Adams
/s/ Steven L. Gerard Director April 24, 1996
- -------------------------
Steven L. Gerard
/s/ Kenneth J. Hanau, Jr. Director April 24, 1996
- --------------------------
Kenneth J. Hanau, Jr.
/s/ Malcolm T. Hopkins Director April 24, 1996
- --------------------------
Malcolm T. Hopkins
/s/ Jack L. McDonald Director April 24, 1996
- --------------------------
Jack L. McDonald
/s/ Charles A. McKee Director April 24, 1996
- --------------------------
Charles A. McKee
<PAGE> 13
/s/ George A. Poole, Jr. Director April 24, 1996
- --------------------------
George A. Poole, Jr.
/s/ Herve Ripault Director April 24, 1996
- --------------------------
Herve Ripault
/s/ James W. Sight Director April 24, 1996
- --------------------------
James W. Sight
<PAGE> 14
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
4.4 Certificate of Retirement of U.S. Home 15
Corporation
5 Opinion of Kaye, Scholer, Fierman, Hays 16
& Handler, LLP
23.1 Consent of Independent Public Accountants 17
<PAGE> 15
EXHIBIT 4.4
U.S. HOME CORPORATION
CERTIFICATE OF RETIREMENT
(pursuant to Section 243 of the
General Corporation Law of the State of Delaware)
U.S. Home Corporation, a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation a resolution was duly adopted which identified shares of the
capital stock of the Corporation, which, to the extent hereinafter set
forth, have the status of retired shares (the "Retired Shares").
SECOND: The Retired Shares which were converted into an
equal number of shares of common stock, .01 par value per share, as of June
30, 1995, are identified as being an aggregate of Two Million Four Hundred
Seventy-Four Thousand Three Hundred Fifty-Eight (2,474,358) shares of
Convertible Redeemable Preferred Stock with a par value of $0.10 per share.
THIRD: That the Restated Certificate of Incorporation of
the Corporation, as filed on June 18, 1993, as amended (the "Restated
Certificate"), prohibits the reissue of the shares of Convertible
Redeemable Preferred Stock when so retired and provides that such shares
will be restored to the status of authorized but unissued shares of
Preferred Stock of the Corporation without designation as to series; and
pursuant to the provisions of Section 243 of the General Corporation Law of
the State of Delaware, upon the effective date of the filing of this
Certificate as therein provided, it shall have the effect of amending the
Restated Certificate so as to reduce the authorized number of shares of the
Convertible Redeemable Preferred Stock to the extent of Two Million Four
Hundred Seventy-Four Thousand Three Hundred Fifty-Eight (2,474,358) shares,
being the total number of shares retired. As a result of such amendment,
the aggregate number of authorized shares of Preferred Stock shall not be
reduced and the authorized number of shares of Convertible Redeemable
Preferred Stock shall be Four Hundred Twenty-Five Thousand Seven Hundred
Sixty-Five (425,765).
FOURTH: The capital of the Corporation shall not be
reduced by or in connection with the retirement of the shares of Convertible
Redeemable Preferred Stock.
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed by Isaac Heimbinder, President, this 11th day of
September, 1995.
By: /s/ Isaac Heimbinder
ISAAC HEIMBINDER
President
<PAGE> 16
EXHIBIT 5
April 24, 1996
(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 up to an aggregate of 500,000 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"),
pursuant to its 1996 Employees' Stock Option Plan (the "Plan").
In that connection, we have reviewed the Company's Restated
Certificate of Incorporation, as amended, its Amended and Restated By-Laws,
resolutions of its Board of Directors and Stockholders 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
Common Stock to be issued by the Company pursuant to the Plan, upon
issuance in accordance with the terms of the Plan, will be duly and validly
authorized and issued, fully paid and non-assessable.
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, LLP
-----------------------------------------------
Kaye, Scholer, Fierman, Hays & Handler, LLP
<PAGE> 17
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 1,
1996 included in U.S. Home Corporation's Annual Report on Form 10-K for the
year ended December 31, 1995 and to all references to our Firm included in
this Registration Statement.
/s/ Arthur Andersen LLP
------------------------------
ARTHUR ANDERSEN LLP
Houston, Texas
April 24, 1996
