<PAGE> 1
As filed with the Securities and Exchange Commission on April 23, 1998
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)
----------------------
Non-Employee Director Stock Plan
1998 Non-Employee Directors' Stock Option Plan
(Full Title of the Plans)
----------------------
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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------ ----------------- ----------------- --------------- -------------
Title of Proposed Maximum Proposed Amount
Securities Amount Offering Maximum Of
to be to be Price Per Aggregate Registration
Registered Registered Share Offering Price Fee
- ------------ ----------------- ----------------- --------------- -------------
<S> <C> <C> <C> <C>
Common
Stock,$.01
par value
per 100,000 Shares (2) $45.1875 (4) $4,518,750 (4) $1,333.03
share(1) 100,000 Shares (3) $45.1875 (4) $4,518,750 (4) $1,333.03
==============================================================================
(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) Shares reserved for issuance pursuant to the Non-Employee Director
Stock Plan.
(3) Shares reserved for issuance pursuant to options to be granted
under the 1998 Non-Employee Directors' Stock Option Plan.
(4) 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 17, 1998.
==============================================================================
<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, 1997 and filed with the Commission on February 25, 1998.
2. Current Report of the Company on Form 8-K dated
January 15, 1998 and filed with the Commission on January 16, 1998.
3. The description of the common stock, $.01 par value
per share, of the Company (the "Common Stock") as 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).
4. The description of the preferred stock purchase rights
of the Company as 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 registers 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.
<PAGE> 4
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.
<PAGE> 6
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.
<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 Non-Employee Director Stock Plan filed as
exhibit 4.1 attached hereto.
4.2 1998 Non-Employee Directors' Stock Option
Plan filed as exhibit 4.2 attached hereto.
4.3 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.
4.4 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.
<PAGE> 8
4.5 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").
4.6 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.
4.7 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 U.S.
Home Corporation's Quarterly Report on
Form 10-Q for the quarterly period
ended September 30, 1997.
4.8 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.
4.9 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.
4.10 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.
<PAGE> 9
5.1 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 5.1 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 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.
(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)
(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.
<PAGE> 10
(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.
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 23rd day of April, 1998.
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 23, 1998
- ---------------------------- Officer and Director
Robert J. Strudler (principal executive officer)
/s/ Isaac Heimbinder President, Co-Chief Executive April 23, 1998
- ---------------------------- Officer, Chief Operating Officer
Isaac Heimbinder and Director
/s/ Chester P. Sadowski Vice President, April 23, 1998
- ---------------------------- Controller and Chief Accounting
Chester P. Sadowski Officer
(principal accounting officer)
/s/ Thomas A. Napoli Vice President-Corporate April 23, 1998
- ---------------------------- Finance and Treasurer
Thomas A. Napoli (principal financial officer)
/s/ Glen Adams Director April 23, 1998
- ----------------------------
Glen Adams
/s/ Steven L. Gerard Director April 23, 1998
- ----------------------------
Steven L. Gerard
/s/ Kenneth J. Hanau, Jr. Director April 23, 1998
- ----------------------------
Kenneth J. Hanau, Jr.
/s/ Malcolm T. Hopkins Director April 23, 1998
- ----------------------------
Malcolm T. Hopkins
/s/ Charles A. McKee Director April 23, 1998
- ----------------------------
Charles A. McKee
/s/ George A. Poole, Jr. Director April 23, 1998
- ----------------------------
George A. Poole, Jr.
/s/ Herve Ripault Director April 23, 1998
- ----------------------------
Herve Ripault
/s/ James W. Sight Director April 23, 1998
- ----------------------------
James W. Sight
<PAGE> 13
EXHIBIT INDEX
Exhibit Description
- ------- ----------
4.1 U.S. Home Corporation Non-Employee Director Stock Plan
4.2 1998 Non-Employee Directors' Stock Option Plan
5.1 Opinion of Messrs. Kaye, Scholer, Fierman, Hays &
Handler, LLP
23.1 Consent of Independent Public Accountants
</TABLE>
<PAGE> 14
EXHIBIT 4.1
U.S. HOME CORPORATION
NON-EMPLOYEE DIRECTOR STOCK PLAN
1. Name of Plan. This plan shall be known as the
"U.S. Home Corporation Non-Employee Director Stock Plan" and is hereinafter
referred to as the "Plan."
2. Purposes of Plan. The purposes of the Plan are to
enable U.S. Home Corporation, a Delaware corporation (the "Company"), to
attract and retain qualified persons to serve as Directors of the Company
("Directors"), to enhance the equity interest of Directors in the Company,
to solidify the common interests of its Directors and stockholders, and to
encourage the highest level of Director performance by providing such
Directors with a proprietary interest in the Company's performance and
progress, by awarding them annually shares of the Company's common stock,
par value $0.01 per share (the "Stock").
3. Effective Date and Term. The Plan shall be effective
as of April 23, 1997, provided that it is approved by the Company's
stockholders at the annual meeting thereof (each such meeting, an "Annual
Meeting") in 1998. The Plan shall remain in effect until terminated by
action of the Board of Directors of the Company (the "Board"), or until no
shares of Stock remain available under the Plan, if earlier.
4. Eligible Participants. Each Director shall be a
participant ("Participant") in the Plan during such period as such
individual remains a Director and is not an employee of the Company or any
of its subsidiaries.
5. Receipt of Stock. (a) Upon stockholder approval of the
Plan at the Annual Meeting held in 1998, Participants (i) who were elected
as Directors at the 1997 Annual Meeting will be issued a number of shares
(rounded to the nearer whole share) of Stock equal to $26,000, divided by
the closing price of the Stock on the New York Stock Exchange on the date
of the 1997 Annual Meeting, and (ii) who are elected as Directors at the
1998 Annual Meeting will be issued a number of shares (rounded to the
nearer whole share) of Stock equal to $26,000, divided by the closing price
of the Stock on the New York Stock Exchange on the date of the 1998 Annual
Meeting.
<PAGE> 15
(b) On the date of election as a Director at each subsequent Annual Meeting
(or special meeting in lieu of an Annual Meeting), each Participant shall
receive as compensation for services as a Director for the succeeding year
the number of shares (rounded to the nearer whole share) of Stock equal to
the annual cash retainer payable to each Director for such year, divided by
the closing price of the Stock on the New York Stock Exchange on the date
of such election; provided, that so long as the Company's Class B Warrants
are outstanding, the closing price for the foregoing calculation shall not
be less than 95% of the Current Market Price (as defined in the Warrant
Agreement relating to such Class B Warrants). If the Stock is not traded on
such Exchange at the time of issuance, the Committee (as defined in Section
11) shall determine the value of the Stock in good faith.
(c) Participants elected or appointed other than at an
Annual Meeting (or special meeting in lieu of an Annual Meeting) will be
issued a pro rata number of shares of Stock based upon the number of months
to be served in the year between Annual Meetings. After approval of the
Plan by the Company's stockholders, Participants who voluntarily resign or
become employed by the Company prior to the April 15th immediately
following the issuance of such shares will forfeit their shares of Stock.
Participants ceasing to be a Director for any other reason, including the
death or disability of such Participant, will forfeit a pro rata number of
shares of Stock based upon the number of months served in the year between
Annual Meetings. If the Annual Meeting (or special meeting in lieu of an
Annual Meeting) at which the shares are issued is held earlier than April
15th, then the Director must serve until April 15th of the following year.
(d) Other than shares issued pursuant to Section 5(a)(i),
Participants may not transfer, sell, pledge, assign, encumber or otherwise
dispose of shares issued pursuant to this Plan until the April 15th which
immediately follows the issuance of such shares, or the date on which
Participants cease to be Directors, if earlier; provided, that, if the
Annual Meeting (or special meeting in lieu of an Annual Meeting) is held
earlier than April 15th, then shares issued at such meeting pursuant to
this Plan will be so restricted until April 15th of the following year; and
provided further, that a Participant may transfer shares to his or her
spouse or issue or any trust for the benefit of such Participant, his or
her spouse or issue, so long as such transferee shall take and hold such
shares subject to all obligations and restrictions of this Plan, including,
but not limited to, the forfeiture provisions of paragraph (c) above and
the absolute transfer restriction set forth in the preceding provisions of
this paragraph.
<PAGE> 16
6. Delivery of Stock. The shares of Stock shall be
delivered as soon as practicable after the date of such Participant's
election or appointment.
7. Stock Certificates; Voting and Other Rights. The
certificates for shares delivered to a Director pursuant to Section 6 shall
be issued in the name of the Director, and the Director shall be entitled
to all rights of a stockholder with respect to Stock for all such shares
issued in his or her name, including the right to vote the shares, and the
Director shall receive all dividends and other distributions paid or made
with respect thereto. The certificates representing the shares issued
hereunder shall bear a legend indicating that such shares are subject to
forfeiture and restrictions on transfer pursuant to Section 5, and the
Company's transfer agent shall be given stop transfer instructions to the
same effect.
8. General Restrictions. Notwithstanding any other
provision of the Plan or agreements made pursuant thereto, the Company
shall not be required to issue or deliver any certificate or certificates
for shares of Stock under the Plan prior to fulfillment of all of the
following conditions:
i. Listing or approval for listing upon official
notice of issuance of such shares on the New York Stock
Exchange, or such other securities exchange as may at the
time be the primary market for the Stock;
ii. Any registration or other qualification of
such shares under any state or federal law or regulation,
or the maintaining in effect of any such registration or
other qualification which the Committee shall, in its
absolute discretion upon the advice of counsel, deem
necessary or advisable; and
iii. Obtaining any other consent, approval or
permit from any state or federal governmental agency
which the Committee shall, in its absolute discretion
upon the advice of counsel, determine to be necessary or
advisable.
9. Stock Available. Subject to Section 10, the maximum
number of shares of Stock which may be issued pursuant to the Plan is
100,000. Shares of Stock issuable under the Plan may be taken from
authorized but unissued or treasury shares of the Company or purchased in
the open market.
<PAGE> 17
10. Change in Capital Structure; Change of Control. In
the event that there is any change in the Stock by reason of any stock
dividend, stock split, combination of shares, exchange of shares,
reclassification, recapitalization, merger, consolidation, change of
control, spin-off or other change in capitalization of the Company,
appropriate adjustment shall be made in the restrictions on transfer,
legend requirements, number and kind of shares or other property subject to
the Plan, and any other relevant provisions of the Plan by the Committee,
whose determination shall be binding and conclusive on all persons.
11. Administration; Amendment. (a) The Plan shall be
administered by the Nominating Committee of the Board (the "Committee"),
which shall have full authority to construe and interpret the Plan, to
establish, amend and rescind rules and regulations relating to the Plan,
and to take all such actions and make all such determinations in connection
with the Plan as it may deem necessary or desirable. Any such action or
determination shall be final and binding.
(b) The Board may at any time terminate, amend or modify
the Plan in any respect it deems suitable without the approval of the
stockholders of the Company, except to the extent that such stockholder
approval is required under applicable law or the Board determines that such
approval is necessary or desirable; provided, that the Board shall not
amend or modify the Plan without stockholder approval to (i) increase the
maximum number of shares that may be issued pursuant to the Plan or (ii)
change the provisions of Section 5 hereof with respect to the pricing of
the Stock in order to make it more favorable to Participants.
12. Miscellaneous. (a) Nothing in the Plan shall be deemed
to create any obligation on the part of the Board to nominate any Director
for election by the Company's stockholders or to limit any right to remove
any Director.
(b) The Company shall have the right to require, prior to
the issuance or delivery of any shares of Stock pursuant to the Plan, that
a Director make arrangements satisfactory to the Committee for the
withholding of any taxes required by law to be withheld with respect to the
issuance or delivery of such shares, including, without limitation, by the
withholding of shares that would otherwise be so issued or delivered, by
withholding from any other payment due to the Director, or by a cash
payment to the Company by the Director.
13. Governing Law. The Plan and all actions taken
thereunder shall be governed by and construed in accordance with the laws
of the State of Delaware.
14. Override. With respect to persons subject to Section
16 of the Securities Exchange Act of 1934, as amended, transactions under
the Plan are intended to comply with all applicable conditions of Rule
16b-3 thereunder or any successor provision. To the extent any provision of
the Plan or action by the Committee fails to so comply, it shall be deemed
null and void, to the extent permitted by law and deemed advisable by the
Committee.
<PAGE> 18
EXHIBIT 4.2
U.S. HOME CORPORATION
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1. Purposes.
The purposes of the U.S. Home Corporation 1998
Non-Employee Directors' Stock Option Plan (the "Plan") are to attract and
retain qualified and competent persons for service as members of the board
of directors (the "Board") of U.S. Home Corporation (the "Company") by
providing a means whereby such persons acquire an equity interest in the
Company and to secure for the Company and its stockholders the benefit of
the incentives inherent in such equity ownership by persons whose advice
and counsel are important to the Company's future growth and continued
success. The Plan is intended to supplement and provide continuity to the
Amended and Restated Non-Employee Stock Option Plan (the "1993 Plan").
2. Administration.
(a) The Board shall (i) administer the Plan, (ii) establish,
subject to the provisions of the Plan, such rules and regulations as it may
deem appropriate for the proper administration of the Plan and (iii) make
such determinations under, and such interpretations of, and take such steps
in connection with, the Plan or the options issued thereunder as it may
deem necessary or advisable.
(b) The Board may from time to time appoint a Committee (the
"Committee"), which shall initially be the Nominating and Conflict of
Interest Committee of the Board, which shall be comprised of at least three
members of the Board, all of whom are to be non-employee directors (within
the meaning of Rule 16b-3 promulgated under the Securities Act of 1934, as
amended (the "Exchange Act") and may delegate to the Committee full power
and authority to take any and all action required or permitted to be taken
by the Board under the Plan, whether or not the power and the authority of
the Committee is hereinafter fully set forth. The Board or the Committee,
as applicable, shall hereinafter be referred to as the "Administrator."
3. Stock.
The stock (the "Stock") to be made the subject of an option under
the Plan shall be the shares of common stock of the Company, $.01 par value
per share, whether authorized and unissued or treasury stock. The total
amount of Stock for which options may be granted under the Plan shall not
exceed, in the aggregate, 100,000 shares, subject to adjustment in
accordance with the provisions of Section 12 hereof. Any shares of Stock
which were the subject of unexercised portions of any terminated or expired
options may again be subject to the grant of options under the Plan during
the remaining term of the Plan.
<PAGE> 19
4. Award of Options.
(a) Options shall be granted only to non-employee directors of the
Board. No individual who is, at the time of grant, an employee of the
Company shall be eligible to receive options under the Plan.
(b) All options granted under the Plan shall be non-qualified
options not entitled to special tax treatment under Section 422 of the
Internal Revenue Code of 1986, as amended (the "IRC").
(c) Any and all options granted under this Plan shall be granted
not later than 10 years from February 11, 1998, the date the Plan was
adopted by the Board.
(d) All options granted under the Plan shall be evidenced by a
written agreement substantially in the form of Exhibit A annexed hereto
(each an "Option Agreement").
(e) Options shall be granted under the Plan only when awards are no
longer available under the 1993 Plan.
5. Number of Shares to Be Granted.
Each person who becomes a non-employee director of the Company
after the adoption of the Plan by the Board shall be granted an option for
5,000 shares of Stock at the time such person first becomes a non-employee
director of the Company (a "New Director Stock Option Grant"). On the date
of each annual meeting or special meeting in lieu of annual meeting of the
stockholders of the Company, each person who continues to serve as a
non-employee director of the Company immediately after such meeting shall
be granted an option for 1,000 additional shares of Stock (an "Annual Stock
Option Grant"); provided, that he or she has served as a non-employee
director for at least six months prior to such meeting. The options shall
be deemed automatically granted at the times, in the amounts and at the
option prices set forth herein without any further action on the part of
the Administrator, and the proper officers of the Company are authorized,
empowered and directed to execute and deliver an Option Agreement to
reflect each such grant at the times, in the amounts and at the option
prices determined in accordance with the Plan.
6. Price.
(a) In the case of a New Director Stock Option Grant, the exercise
price of such option shall be the average closing price of the Stock on the
New York Stock Exchange ("NYSE") for the 10 consecutive trading days prior
to the date of the New Director Stock Option Grant. Notwithstanding the
foregoing, so long as the Company's Class B Warrants are outstanding, the
exercise price of such option will in no event be less than 95% of the
average closing price of the Stock on the NYSE for the 20 consecutive
trading days immediately prior to the date of the New Director Stock Option
Grant.
<PAGE> 20
(b) In the case of an Annual Stock Option Grant, the exercise
price of such option shall be the average closing price of the Stock on the
NYSE for the 10 consecutive trading days prior to the date of the Annual
Stock Option Grant. Notwithstanding the foregoing, so long as the Company's
Class B Warrants are outstanding, the exercise price of such option will in
no event be less than 95% of the average closing price of the Stock on the
NYSE for the 20 consecutive trading days immediately prior to the date of
the Annual Stock Option Grant.
(c) The closing price of the Stock, as of any particular day,
shall be as reported in The Wall Street Journal; provided, however, that if
the Stock is not listed on the NYSE on the dates the option exercise price
is to be determined, the option exercise price shall be not less than the
fair market value of the shares of Stock covered by the option at the time
that the option is granted, as determined by the Administrator based on
such empirical evidence as it deems to be necessary under the
circumstances.
7. Term.
Subject to Sections 9, 10 and 21 hereof, an option may be
exercised by the holder thereof (a "Holder") in whole at any time or in
part from time to time commencing with the date of grant, but no option may
be exercised in any amount later than 10 years from the date such option
was granted.
8. Transferability.
No option may be transferable by a Holder other than by will or
the laws of descent and distribution. During the lifetime of a Holder, the
option may be exercisable only by such Holder. A Holder who acquires Stock
hereunder may only transfer such Stock in compliance with applicable
federal and state securities laws.
9. Termination of Directorship.
If, on or after the date an option is granted under the Plan, a
Holder (i) resigns as a director of the Company or (ii) is removed as a
director of the Company by the stockholders of the Company, with or without
cause, the Holder shall have the right, not later than the earlier of (A)
three months after such resignation or removal or (B) the termination date
of the option as set forth in the Option Agreement, to exercise such
option, to the extent the right to exercise such option shall have accrued
at the date of such resignation or removal, except to the extent that such
option theretofore shall have been exercised.
<PAGE> 21
10. Retirement, Death or Disability.
If a Holder retires at the age of 65 or above, dies, or becomes
disabled (within the meaning of Section 22(e) (3) of the IRC) while a
director of the Company, the Holder, the personal representative of the
Holder or the person or persons to whom the option shall have been
transferred by will or by the laws of descent and distribution, or the
disabled Holder, shall have the right, not later than the earlier of (i)
three years from the date of the Holder's retirement, death or disability
or (ii) the termination date of the option as set forth in the Option
Agreement, to exercise such option to the extent the right to exercise such
option shall have accrued at the date of such retirement, death or
disability, except to the extent such option theretofore shall have been
exercised.
11. Payment for Stock.
(a) The purchase price of Stock issued upon exercise of options
granted hereunder shall be paid in full on the date of purchase. Payment
shall be made either in cash or such other consideration as the
Administrator deems appropriate, including, without limitation, Stock
already owned by the Holder or Stock to be acquired by the Holder upon
exercise of the option having a total fair market value, as determined by
the Administrator, equal to the purchase price, or a combination of cash
and Stock having a total fair market value, as so determined, equal to the
purchase price.
(b) Stock shall not be issued upon the exercise of options unless
and until the aggregate amount of federal, state or local taxes of any kind
required by law to be withheld, if any, with respect to the exercise of
such options have been paid or satisfied or provision for their payment and
satisfaction has been made upon such terms as the Administrator may
prescribe, including, without limitation, payment of any such taxes by
exchanging shares of Stock previously owned by the Holder or acquired upon
the exercise of an option.
<PAGE> 22
12. Stock Adjustments.
(a) The total amount of Stock for which options shall be granted
under the Plan and option terms (both as to the number of shares of Stock
and the price of the option) shall be appropriately adjusted for any
increase or decrease in the number of outstanding shares of Stock resulting
from payment of a stock dividend on the Stock, a subdivision or combination
of the Stock, or a reclassification of the Stock, and (in accordance with
the provisions contained in the following paragraph) in the event of a
consolidation or a merger in which the Company will be the surviving
corporation.
(b) After any merger of one or more corporations into the Company
in which the Company shall be the surviving corporation, or after any
consolidation of the Company and one or more other corporations, each
Holder shall, at no additional cost, be entitled, upon any exercise of his
option, to receive, in lieu of the number of shares of Stock as to which
such option shall then be so exercised, the number and class of shares of
stock or other securities to which such Holder would have been entitled
pursuant to the terms of the applicable agreement of merger or
consolidation if at the time of such merger or consolidation such Holder
had been a Holder of record of a number of shares of Stock equal to the
number of shares for which such option may then be so exercised. Comparable
rights shall accrue to each Holder in the event of successive mergers or
consolidations of the character described above.
(c) In the event of any sale of all or substantially of the assets
of the Company, or any merger of the Company into another corporation, or
any dissolution or liquidation of the Company or, in the discretion of the
Board, any consolidation or other reorganization in which it is impossible
or impracticable to continue in effect any options, all options granted
under the Plan and not previously exercised shall terminate unless
exercised at least one business day before the scheduled closing of such
event; provided, that any such exercise or termination shall be conditioned
on the closing of such transaction; and provided further, that the Board
may, in its discretion, require instead that all options granted under the
Plan and not previously exercised shall be assumed by such other
corporation on the basis provided in the preceding paragraph to the extent
possible or practical.
(d) The adjustments described in this Section 12 and the manner of
application of the foregoing provisions shall be determined by the Board in
its sole discretion. Any such adjustment may provide for the elimination of
any fractional share which might otherwise become subject to an option.
<PAGE> 23
13. Rights as a Stockholder.
A Holder or a transferee of an option shall have no rights as a
stockholder with respect to any share of Stock covered by such Holder's
option until such Holder has become the holder of record of such share of
Stock, and, except for stock dividends as provided in Section 12 hereof, no
adjustment shall be made for dividends (ordinary or extraordinary, whether
in cash, securities or other property) or distributions or other rights in
respect of such share for which the record date is prior to the date on
which he or she shall become the holder of record thereof.
14. Amendment and Termination.
The Board may at any time terminate, amend or modify the Plan in
any respect it deems suitable without the approval of the stockholders of
the Company; provided however, that no such action of the Board, without
the approval of the stockholders of the Company, may (i) increase the total
amount of Stock on which options may be granted under the Plan, (ii) change
the manner of determining the option price, (iii) change the class of
individuals eligible to receive options, (iv) change the number of options
which may be granted to each director or (v) change the times when such
options are granted; provided, further, that no amendment, modification or
termination of the Plan may in any manner affect any option theretofore
granted under the Plan without the consent of the then Holder.
Notwithstanding the foregoing, the Plan may not be amended more than once
in any six-month period except to comply with changes in the IRC, the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
any rules or regulations promulgated under either the IRC or ERISA.
15. Investment Purpose.
At the time of exercise of any option, the Company may, if it
shall deem it necessary or desirable for any reason, require the Holder to
(i) in the absence of an effective registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), represent in
writing to the Company that it is such Holder's then intention to acquire
the Stock for investment and not with a view to the distribution thereof or
(ii) postpone the date of exercise until such time as the Company has
available for delivery to the Holder a prospectus meeting the requirements
of all applicable securities laws.
16. Right to Remove Director.
Nothing contained herein or in any Option Agreement shall restrict
the right of the stockholders of the Company to remove any Holder as
director at any time, with or without cause, or shall constitute or be
evidence of any agreement or understanding, express or implied, that the
Company shall retain a director for any period of time, or at any
particular rate of compensation.
<PAGE> 24
17. Finality of Determinations.
Each determination, interpretation, or other action made or taken
pursuant to the provisions of the Plan by the Administrator shall be final
and be binding and conclusive for all purposes.
18. Indemnification of Directors.
Each director of the Company, solely in his or her capacity as a
director, shall be indemnified by the Company against all costs and
expenses reasonably incurred by such director in connection with any
action, suit or proceeding to which he or she or any of the other directors
may be a party by reason of any action taken or failure to act under or in
connection with the Plan, or any option granted thereunder, and against all
amounts paid in settlement thereof (provided such settlement shall be
approved by independent legal counsel) or paid in satisfaction of a
judgment in any such action, suit or proceeding, to the extent permitted by
Delaware law. Upon the institution of any such action, suit or proceeding,
a director of the Company shall notify the Company in writing, giving the
Company an opportunity, at its own expense, to handle and defend the same
before such director undertakes to handle it on his or her own behalf.
19. Federal Income Tax Consequences.
Under the present provisions of the IRC, the federal income tax
consequences of participating in the Plan may be summarized as follows:
This summary is of general application only and its application to any
individual will depend on that individual's circumstances. The summary does
not address the effect of state and local income tax laws. The Plan is not
subject to the provisions of Section 401 (a) of the IRC or ERISA.
The recipient of an option shall not recognize income upon the
grant of the option, but, upon exercise, generally shall recognize ordinary
income in an amount equal to the difference between the fair market value
of the Stock acquired on the exercise date and the option price. The
Company generally shall be entitled to a tax deduction at the same time and
in the same amount as the income recognized.
If an option is exercised within six months of the date of grant
and the Holder is restricted from selling the Stock acquired upon exercise
because of the restrictions of Section 16(b) of the Exchange Act, unless
the Holder elects under Section 83(b) of the IRC to be taxed immediately,
he or she shall recognize ordinary income (and the Company shall be
entitled to a deduction) at the end of the restricted period imposed by
Section 16(b) in an amount equal to the difference between the fair market
value of the Stock at that time and the option price.
If the Holder pays the option price entirely in cash for tax
purposes, his or her basis in the shares of Stock received shall be equal
to their fair market value on the exercise date (or the date on which the
Section 16(b) period expires, if applicable), and the holding period for
tax purposes shall begin on the day following the exercise date.
<PAGE> 25
20. Governing Law.
The Plan shall be governed by the laws of the State of Delaware.
21. Effective Date.
The Plan shall become effective upon the date of its adoption by
the Board. However, if the Plan is not approved by the stockholders, the
Plan shall be null and void.
22. Override.
With respect to persons subject to Section 16 of the Exchange Act,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the
extent any provision of the Plan or action by the Administrator fails to so
comply, it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Administrator.
<PAGE> 26
EXHIBIT A
U.S. HOME CORPORATION
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
STOCK OPTION AGREEMENT
OPTION AGREEMENT, dated as of _____________, 199_ between U.S. HOME
CORPORATION, a Delaware corporation (the "Company"), and ____________________
(the "Holder").
1. Purpose.
The purpose of this Stock Option Agreement (this "Agreement") is
to set forth the terms and conditions of the stock option granted to the
Holder under the 1998 Non-Employee Directors' Stock Option Plan (the
"Plan"). The terms and conditions (including defined terms) of the Plan are
expressly incorporated herein and made a part hereof with the same force
and effect as if fully set forth herein. The acceptance by the Holder of
the Option (as hereinafter defined) granted hereby shall constitute
acceptance of and agreement with all of the terms and conditions contained
in this Agreement and the Plan.
2. Grant of Option.
The Company hereby grants to the Holder an option (the "Option")
to purchase all or any part of an aggregate of [5,000] [1,000] shares of
the Company's common stock, $.01 par value per share (the "Stock"), at a
price of $ i per share (the "Exercise Price"), subject to adjustment as
herein provided. Such Option is not intended to qualify as an "incentive
stock option" within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "IRC").
3. Term.
Subject to Sections 4, 5 and 13 hereof, the Option shall be
exercisable in whole or in part at any time on or after the date hereof;
provided, however, that the Option shall expire on the date 10 years from
the date hereof. Any exercise shall be accompanied by a written notice to
the Company in substantially the form attached hereto as Schedule 1.
4. Termination of Directorship.
If, on or after the date the Option is granted, the Holder (i)
resigns as a director of the Company or (ii) is removed as a director of
the Company by the stockholders of the Company, with or without cause, the
Holder shall have the right, not later than the earlier of (A) three months
after such resignation or removal or (B) the termination date of the Option
set forth herein, to exercise the Option, to the extent the right to
exercise the Option shall have accrued at the date of such resignation or
removal, except to the extent that the Option theretofore shall have been
exercised.
i To be determined pursuant to Section 6 of the Stock Option Plan.
<PAGE> 27
5. Retirement, Death or Disability.
If the Holder retires at the age of 65 or above, dies, or becomes
disabled (within the meaning of Section 22(e)(3) of the IRC) while a
director of the Company, the Holder, the personal representative of the
Holder or the person or persons to whom the Option shall have been
transferred by will or by the laws of descent and distribution, or the
disabled Holder, will have the right, not later than the earlier of (i)
three years from the date of the Holder's retirement, death or disability
or (ii) the termination date of the Option set forth herein, to exercise
the Option to the extent the right to exercise the Option shall have
accrued at the date of such retirement, death or disability, except to the
extent the Option theretofore shall have been exercised.
6. Transferability.
The Option shall not be transferable by the Holder other than by
will or the laws of descent and distribution. During the lifetime of the
Holder, the Option shall be exercisable only by such Holder. If the Holder
acquires Stock hereunder, the Holder shall only transfer such Stock in
compliance with applicable federal and state securities laws.
7. Payment of Exercise Price.
Payment for shares of Stock issued upon exercise of the Option
shall be paid in full on the date of purchase. Payment shall be made either
in cash or in such other consideration as the Administrator (as defined in
the Plan) seems appropriate. Notwithstanding the foregoing, shares of Stock
shall not be issued upon exercise of the Option unless and until the
aggregate amount of Federal, state and local taxes of any kind required to
be withheld, if any, with respect to such exercise have been paid or
satisfied or provision for their payment and satisfaction has been made
upon such terms as the Administrator may prescribe.
8. Adjustment to Option.
The number of shares of Stock subject to the Option and the
Exercise Price shall be adjusted, as necessary, in accordance with the
provisions of Section 12 of the Plan.
9. No Rights as Stockholder.
The Holder shall have no rights as a stockholder with respect to
any Stock covered by the Option until such person has become the holder of
record of such Stock, and, except for stock dividends as provided in
Section 12 of the Plan, no adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or
distributions or other rights in respect of such Stock for which the record
date is prior to the date on which he or she shall become the holder of
record thereof.
<PAGE> 28
10. Right to Remove Director.
Nothing contained herein or in any Option Agreement shall restrict
the right of the stockholders of the Company to remove any Holder as
director at any time, with or without cause, or shall constitute or be
evidence of any agreement or understanding, express or implied, that the
Company shall retain a director for any period of time, or at any
particular rate of compensation.
11. Representations.
At the time of any exercise of the Option, the Company may, if it
shall deem it necessary or desirable for any reason, require the Holder to
(i) in the absence of an effective registration statement under the
Securities Act of 1933, as amended, represent in writing to the Company
that it is his then intention to acquire the Stock for investment and not
with a view to the distribution thereof or (ii) postpone the date of
exercise until such time as the Company has available for delivery to the
Holder a prospectus meeting the requirements of all applicable federal or
state securities laws.
12. Governing Law.
This Agreement shall be governed by the laws of the State of
Delaware.
<PAGE> 29
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
U.S. HOME CORPORATION
By:
Name: _______________________________
Title: ______________________________
Holder
Signature
Name: ________________________________
Address: _____________________________
_____________________________
<PAGE> 30
SCHEDULE 1
U.S. Home Corporation
1800 West Loop South
Houston, Texas 77252
Attention: Secretary
Re: Notice of Exercise of Stock Option
Dear Sir:
I am the holder of the below-described option to acquire shares of common
stock, $.01 par value per share (the "Common Stock"), of U.S. Home
Corporation (the "Company") granted under the U.S. Home Corporation 1998
Non-Employee Directors' Stock Option Plan:
Number of Shares Exercise Price
Date of Option Subject to Option per Share
- --------------------- ------------------------- ------------------
I hereby exercise my option to purchase shares of Common Stock and
tender the purchase price therefor, reserving my right to purchase any
remaining shares of Common Stock subject to the option in accordance with
its terms.
Dated:
Very truly yours,
------------------------------------
Signature
Name: _____________________________
Address: ____________________________
____________________________
<PAGE> 31
EXHIBIT 5.1
April 23, 1998
(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 200,000 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"),
pursuant to (i) the U.S. Home Corporation Non-Employee Director Stock Plan
(the "Director Stock Plan") and (ii) the 1998 Non-Employee Directors' Stock
Option Plan (the "Directors' Stock Option Plan" and, collectively with the
Director Stock Plan, the "Plans").
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 Plans, upon
issuance in accordance with the terms of the Plans, 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> 32
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 6,
1998 included in U.S. Home Corporation's Annual Report on Form 10-K for the
year ended December 31, 1997 and to all references to our Firm included in
this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Houston, Texas
April 23, 1998
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