<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1997
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)
1997 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
<TABLE>
<CAPTION>
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share Price
<S> <C> <C> <C> <C>
Common Stock, $.01 500,000 Shares $23.625(2) $11,812,500 (2) $3,580.00
par value per share(1)
====================== ================= ================== ================== ==================
</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 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 21, 1997.
- --------------------------------------------------------------------------------
<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, 1996.
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).
3. 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 Amendment #1, 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.
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 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
II-1
<PAGE> 4
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"), 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.
II-2
<PAGE> 5
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 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.
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.
II-3
<PAGE> 6
ITEM 8.EXHIBITS.
The following are filed as exhibits to this registration statement:
Exhibits Description
- -------- -----------
4.1 1997 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 1997 Annual Meeting of
Shareholders, as filed with the Commission under Schedule 14A
on March 10, 1997.
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 ("Sept. 1996 Form 10-Q").
4.5 Certificate of Retirement filed with the State of Delaware on
September 4, 1996. Incorporated by reference from exhibit
3.1(ii) to September 1996 Form 10-Q.
4.6 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.
4.7 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.
4.8 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.
5.1 Opinion of Messrs. Kaye, Scholer, Fierman, Hays & Handler,
LLP.
23.1 Consent of Independent Public Accountants.
II-4
<PAGE> 7
23.2 Consent of Messrs. Kaye, Scholer, Fierman, Hays & Handler, LLP
contained in such firm's opinion filed as Exhibit 5.1 hereto.
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 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.
(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) (Section 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
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
II-5
<PAGE> 8
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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.
II-6
<PAGE> 9
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 23rd day of April,
1997.
U.S. HOME CORPORATION
By: /s/ Chester P. Sadowski
___________________________________
Name: Chester P. Sadowski
Title:Vice President, Controller and
Chief Accounting Officer
II-7
<PAGE> 10
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert J. Strudler
_________________________ Chairman, Co-Chief Executive April 23, 1997
Robert J. Strudler Officer and Director
(principal executive officer)
/s/ Isaac Heimbinder
_________________________ President, Co-Chief Executive April 23, 1997
Isaac Heimbinder Officer, Chief Operating Officer
and Director
/s/ Chester P. Sadowski
_________________________ Vice President, April 23, 1997
Chester P. Sadowski Controller and Chief
Accounting Officer
(principal accounting officer)
/s/ Thomas A. Napoli
_________________________ Vice President-Corporate April 23, 1997
Thomas A. Napoli Finance and Treasurer
(principal financial officer)
/s/ Glen Adams
_________________________ Director April 23, 1997
Glen Adams
/s/ Steven L. Gerard
_________________________ Director April 23, 1997
Steven L. Gerard
/s/ Kenneth J. Hanau, Jr.
_________________________ Director April 23, 1997
Kenneth J. Hanau, Jr.
/s/ Malcolm T. Hopkins
_________________________ Director April 23, 1997
Malcolm T. Hopkins
/s/ Jack L. McDonald
_________________________ Director April 23, 1997
Jack L. McDonald
/s/ Charles A. McKee
_________________________ Director April 23, 1997
Charles A. McKee
</TABLE>
II-8
<PAGE> 11
/s/ George A. Poole, Jr.
_________________________ Director April 23, 1997
George A. Poole, Jr.
/s/ Herve Ripault
_________________________ Director April 23, 1997
Herve Ripault
/s/ James W. Sight
_________________________ Director April 23, 1997
James W. Sight
II-9
<PAGE> 12
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP
23.1 Consent of Independent Public Accountants
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP]
April 23, 1997
(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 1997 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> 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
April 23, 1997
