<PAGE> 1
As filed with the Securities and Exchange Commission on December 23, 1997
Registration No. 333-_____
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)
___________________________________
Amended and Restated Retirement Plan for Non-Employee Directors
(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
<TABLE>
<CAPTION>
================= ============= =================== ================== ===============
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
================= ============== ================== ================== ===============
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value
per share(1) 31,586 Shares $24.625(2) $777,805.26 (2) $229.45
================= ============== ================= =================== ===============
</TABLE>
(1) Includes preferred stock purchase rights. Prior to the occurrence
of certain events, the preferred stock purchase rights will not be
evidenced separately from the Common Stock.
(2) The offering price has been computed pursuant to Section 3.1 of
the Amended and Restated Retirement Plan for Non-Employee
Directors, which established the price of each share as of April
23, 1997, the date of the 1997 Annual Meeting of the Board of
Directors of U.S. Home Corporation.
<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. Annual Report of U.S. Home Corporation (the
"Company") 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, 1996.
2. Quarterly Report on Form 10-Q of the Company for the
fiscal quarter ended March 31, 1997 filed with the Commission on May 7,
1997.
3. Quarterly Report on Form 10-Q of the Company for the
fiscal quarter ended June 30, 1997 filed with the Commission on August 4,
1997.
4. Current Report on Form 8-K of the Company filed with
the Commission on August 21, 1997.
5. Quarterly Report on Form 10-Q of the Company for the
fiscal quarter ended September 30, 1997 filed with the Commission on
November 10, 1997.
6. 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") (Registration No.
33-68966).
7. The description of the preferred stock purchase
rights of the Company is contained under Item 1 "Description of Registrant's
Securities to be Registered" in the Company's Registration Statement on
Form 8-A, dated November 8, 1996, filed with the Commission on November 12,
1996, as amended by the Company's Form 8-A/A, dated November 15, 1996,
filed with the Commission on November 18, 1996.
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.
<PAGE> 4
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 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 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
such person seeking indemnification acted in good faith and in a manner
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.
<PAGE> 5
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 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
agent of the Company until June 21, 1996, or (ii) the levels in effect as
<PAGE> 6
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.
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.
<PAGE> 7
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 Amended and Restated Retirement Plan
for Non-Employee Directors.
Incorporated by reference from exhibit
10.6 of U.S. Home Corporation's
Quarterly Report on Form 10-Q for the
quarterly period ended September 30,
1997 (the "November 1997 Form 10-Q").
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 filed with the
Commission on September 17, 1993.
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
filed with the Commission on August 9, 1994.
4.4 Certificate of Retirement of U.S. Home
Corporation filed with the State of
Delaware on September 14, 1995.
Incorporated by reference from exhibit
3.1 to U.S. Home Corporation's
Quarterly Report on Form 10-Q for the
quarterly period ended September 30,
1996 (the "September 1996 Form 10-Q").
4.5 Certificate of Retirement of U.S. Home
Corporation filed with the State of
Delaware on September 4, 1996.
Incorporated by reference from exhibit
3.1(ii) to the September 1996 Form
10-Q.
<PAGE> 8
4.6 Certificate of Retirement of U.S. Home
Corporation filed with the State of
Delaware on June 16, 1997. Incorporated
by reference from exhibit 3.1 to the
November 1997 Form 10-Q.
4.7 Certificate of Designation, Preferences
and Rights of Series A Junior
Non-Cumulative Preferred Stock.
Incorporated by reference from exhibit
3.2 of U.S. Home Corporation's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1996 filed with the
Commission on February 21, 1997.
4.8 Amended and Restated By-Laws of U.S. Home
Corporation. Incorporated by reference
from exhibit 3.1(ii) of U.S. Home
Corporation's Current Report on Form 8-K
filed with the Commission on
November 8, 1996.
4.9 Rights Agreement, dated as of November
7, 1996, between U.S. Home Corporation
and First Chicago Trust Company of New
York. Incorporated by reference from
exhibit 4 to U.S. Home Corporation's
Current Report on Form 8-K/A Amendment
#1 filed with the Commission on
November 18, 1996.
23.1 Consent of Independent Public Accountants.
24.1 Power of Attorney. Included on the
signature page at Page II-8.
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 Act, unless the
information required to be included in such
post-effective amendment is contained in a
periodic report filed with or furnished to the
Commission by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act 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
Commission by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act 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 percent 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 Act, 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 Act, each filing of the
registrant's annual report pursuant to Sections 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 Act 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 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 18th day of December, 1997.
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 December 18, 1997
Robert J. Strudler Officer and Director
(principal executive officer)
/s/ Isaac Heimbinder President, Co-Chief Executive December 18, 1997
Isaac Heimbinder Officer, Chief Operating
Officer and Director
/s/ Chester P. Sadowski Vice President, December 18, 1997
Chester P. Sadowski Controller and Chief
Accounting Officer
(principal accounting officer)
/s/ Thomas A. Napoli Vice President-Corporate December 18, 1997
Thomas A. Napoli Finance and Treasurer
(principal financial officer)
/s/ Glen Adams Director December 18, 1997
Glen Adams
/s/ Steven L. Gerard Director December 18, 1997
Steven L. Gerard
/s/ Kenneth J. Hanau, Jr. Director December 18, 1997
Kenneth J. Hanau, Jr.
/s/ Malcolm T. Hopkins Director December 18, 1997
Malcolm T. Hopkins
/s/ Charles A. McKee Director December 18, 1997
Charles A. McKee
/s/ George A. Poole, Jr. Director December 18, 1997
George A. Poole, Jr.
/s/ Herve Ripault Director December 18, 1997
Herve Ripault
/s/ James W. Sight Director December 18, 1997
James W. Sight
<PAGE> 13
EXHIBIT INDEX
-------------
Exhibit Description
- ------- -----------
23.1 Consent of Independent Public Accountants
<PAGE> 14
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
12, 1997 included in U.S. Home Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996 and to all references to our Firm included
in this Registration Statement.
/s/ Arthur Andersen LLP
-------------------------
ARTHUR ANDERSEN LLP
Houston, Texas
December 18, 1997
