<PAGE> 1
As filed with the Securities and Exchange Commission on April 21,1999
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.)
10707 Clay Road, Houston, TX 77041
(713) 877-2311
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
U.S. HOME CORPORATION
1998 KEY EMPLOYEES RESTRICTED STOCK PLAN
(Full Title of the Plan)
ROBERT J. STRUDLER
Chairman and Co-Chief Executive Officer
U.S. Home Corporation
10707 Clay Road
Houston, TX 77041
(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 Proposed Amount
securities Amount maximum maximum of
to be to be offering price aggregate registration
registered registered per share(2) offering price(2) fee
=============================================================================
<S> <C> <C> <C> <C>
Common Stock, 120,000(1) $30.78 $3,693,600 $1,027
$.01 par
value per
share(1)
=============================================================================
Totals 120,000 $30.78 $3,693,600 $1,027
=============================================================================
</TABLE>
(1) Shares reserved for issuance pursuant to the U.S. Home Corporation
1998 Key Employees Restricted Stock Plan.
(2) The aggregate 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 14, 1999.
<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") by U.S. Home
Corporation (the "Company"), are incorporated herein by reference:
1. Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 1998.
2. 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).
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (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 to be 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 for the
indemnification of the directors, officers, employees and agents of the
Company and its subsidiaries to the fullest extent permitted by applicable
law as it presently exists, or as may hereafter be amended. The Certificate
of Incorporation provides, among other things, that any 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,
<PAGE> 4
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 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 expenses, liability or loss (including
attorneys' fees), reasonably incurred by such person in connection
therewith. Certain other 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. Generally, under the Delaware General Corporation Law (the
"DGCL"), absent these provisions, directors could be held liable for gross
negligence in the performance of their duty of care but not for simple
negligence. Under the Certificate of Incorporation, the Company's directors
remain liable (i) for breaches of their duty of loyalty to the Company and
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law and (iii) for
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 DGCL, 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 DGCL, directors, officers, employees and other
individuals may be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually or
reasonably incurred 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 his or her 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) actually and reasonably incurred in connection
with defense or settlement of such an action. Additionally, the DGCL
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
Under the Certificate of Incorporation, the Company will
pay the expenses (including attorneys' fees) incurred in defending any
proceeding in advance of its final disposition. However, such 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 rights 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.
Additionally, under the Certificate of Incorporation, if
a claim for indemnification or payment of expenses is not paid in full
within 60 days after a written claim 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.
Furthermore, 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 the levels in effect
as of the date of the expiration of the term, death, removal, retirement or
resignation of each director, officer, employee or agent 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.
<PAGE> 6
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.
The Company has indemnification agreements with each of
its directors and officers. These indemnification agreements provide for,
among other things, the (i) indemnification by the Company of the
indemnities thereunder to the extent described above and (ii) advancement
of attorneys' fees and other expenses.
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:
Exhibit
No. Description
- -------- -----------
4.1 U.S. Home Corporation 1998 Key Employees Restricted Stock
Plan.
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 Amended and Restated By-Laws of U.S. Home Corporation
dated as of October 15, 1998. Incorporated by reference
from exhibit 3.1 to U.S. Home Corporation's Quarterly
Report on Form 10-Q for the period ended September 30, 1998.
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").
<PAGE> 7
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 to 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 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 Kaye, Scholer, Fierman, Hays & Handler, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP
(included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
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 Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act and incorporated
herein by reference;
<PAGE> 8
(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) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
<PAGE> 9
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
<PAGE> 10
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 21st day of April, 1999.
U.S. HOME CORPORATION
By: /s/ Chester P. Sadowski
-------------------------------
Name: Chester P. Sadowski
Title: Senior Vice President Controller
and Chief Accounting Officer
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 Date
- --------- ----
/s/ Robert J. Strudler April 21, 1999
- ----------------------------
Robert J. Strudler
Chairman, Co-Chief Executive
Officer and Director (principal
executive officer)
/s/ Isaac Heimbinder April 21, 1999
- ----------------------------
Isaac Heimbinder
President, Co-Chief Executive
Officer, Chief Operating
Officer and Director
/s/ Chester P. Sadowski April 21, 1999
- ----------------------------
Chester P. Sadowski
Senior Vice President Controller
and Chief Accounting Officer
(principal accounting officer)
<PAGE> 11
/s/ Thomas A. Napoli April 21, 1999
- -----------------------------
Thomas A. Napoli
Vice President-Corporate
Finance and Treasurer
(principal financial officer)
/s/ Glen Adams April 21, 1999
- -----------------------------
Glen Adams
Director
/s/ Steven L. Gerard April 21, 1999
- -----------------------------
Steven L. Gerard
Director
/s/ Kenneth J. Hanau, Jr. April 21, 1999
- -----------------------------
Kenneth J. Hanau, Jr.
Director
/s/ Malcolm T. Hopkins April 21, 1999
- -----------------------------
Malcolm T. Hopkins
Director
/s/ Charles A. McKee April 21, 1999
- -----------------------------
Charles A. McKee
Director
/s/ George A. Poole, Jr. April 21, 1999
- -----------------------------
George A. Poole, Jr.
Director
/s/ Herve Ripault April 21, 1999
- -----------------------------
Herve Ripault
Director
/s/ James W. Sight April 21, 1999
- -----------------------------
James W. Sight
Director
<PAGE> 12
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 U.S. Home Corporation 1998 Key Employees Restricted Stock
Plan.
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 Amended and Restated By-Laws of U.S. Home Corporation dated
as of October 15, 1998. Incorporated by reference from
exhibit 3.1 to U.S. Home Corporation's Quarterly Report on
Form 10-Q for the period ended September 30, 1998.
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.
<PAGE> 13
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.
5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP
(included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
<PAGE> 14
EXHIBIT 4.1
U.S. HOME CORPORATION
1998 KEY EMPLOYEES RESTRICTED STOCK PLAN
1. Purpose.
The purpose of the U.S. Home Corporation Key Employees
Restricted Stock Plan (the "Plan") is to create incentives for the
corporate officers, presidents of operations and division presidents of
U.S. Home Corporation (the "Company") to provide services to the Company
over a long period of time and to enhance the level of performance of the
Company by awarding such employees shares of Stock (as defined herein)
subject to certain vesting requirements.
2. Administration.
(a) A committee (the "Committee"), which shall
initially be the Compensation and Stock Option Committee of the board
of directors of the Company (the "Board"), and which will be comprised
of at least three members of the Board, all of whom are "disinterested
persons" (as defined below), will (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 Stock issued thereunder as it may deem necessary or advisable. The
members of the Committee may be appointed from time to time by the Board
and serve at the pleasure of the Board. The Committee will hereinafter be
referred to as the "Administrator."
(b) For the purposes of this Section 2, a "disinterested
person" is a person who, on a given date, is disinterested within the
meaning of Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
3. Stock.
The stock which is the subject of the Plan will be the
shares of common stock of the Company, $.01 par value per share (the
"Stock"), whether authorized and unissued or treasury stock. The total
number of shares of Stock which may be issued under the Plan will not
exceed, in the aggregate, 120,000.
4. Award of Stock.
(a) All of the corporate officers, presidents of
operations and division presidents of the Company listed on Schedule A
attached hereto (each an "Employee" and collectively, "Employees") shall be
eligible to receive Stock in accordance with the terms hereof.
<PAGE> 15
(b) In consideration of future services to be provided
by each Employee to the Company, each corporate officer and president of
operations shall be awarded 5,000 shares of Stock and each division
president will be awarded 1,000 shares of stock.
(c) The Administrator shall have the right pursuant to
the terms hereof to award Stock to any individual who becomes a corporate
officer, president of operations or division president of the Company after
the effective date of the Plan. The Administrator shall make such
award substantially in accordance with the terms of the Plan, including
the vesting requirements contained in Section 5 hereof, but shall be
permitted to award a smaller number of shares of Stock based on the
date on which the individual commences employment as a corporate
officer, president of operations or division president of the Company.
5. Vesting.
(a) On each Vesting Date, unless all shares of
Stock awarded to each Employee shall have previously vested with each
employee and subject to the forfeiture provisions contained herein, a
percentage of the shares of Stock awarded hereunder to each Employee shall
vest with each Employee such that the cumulative percentage of total
shares of Stock vested with each Employee shall be the greatest of
the applicable percentages set forth below:
i. (A) 30% as of the Vesting Date in the year 2003;
(B) 40% as of the Vesting Date in the year 2004;
(C) 50% as of the Vesting Date in the year 2005;
(D) 60% as of the Vesting Date in the year 2006;
(E) 70% as of the Vesting Date in the year 2007;
(F) 80% as of the Vesting Date in the year 2008;
(G) 90% as of the Vesting Date in the year 2009;
(H) 100% as of the Vesting Date in the year 2010;
ii. If the Earnings per Share (as defined herein) for a fiscal
year ending on or before December 31, 2001 is:
(A) greater than $6.74 and less than or equal to
$6.99, then 25%;
(B) greater than $6.99 and less than or equal to
$7.49, then 50%; (C) greater than $7.49, then
100%;
provided, however, that no Employee shall be required to
forfeit any shares of Stock previously vested hereunder.
For purposes hereof, "Earnings per Share" means the
"Diluted Earnings Per Common Share" based upon the audited financial
statements of the Company for such year as reported in the Company's annual
report or other SEC filings excluding extraordinary gains or losses and
prior to giving effect to accelerated vesting of restricted stock issued
under the terms of this Plan; provided, however, that gains or losses from
the sale or disposition of any asset, other than land, with a book cost in
excess of ten million dollars ($10,000,000) may be excluded at the
discretion of the Administrator.
<PAGE> 16
The Earnings per Share amounts set forth in Section
5(a)(ii) will 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 the event of a consolidation or
merger.
(b) In the event an Employee is not employed by the
Company on or prior to December 31 of any year which is immediately prior
to any Vesting Date, due to voluntary termination of employment by
the Employee or termination for Cause (as defined herein), all of
the shares of Stock remaining to be vested with such Employee hereunder
and all rights arising from such shares of Stock shall be forfeited by
such Employee and returned to the Company.
(c) For purposes of the Plan, a voluntary termination
by an Employee will not be deemed to occur in the event such Employee is
Constructively Terminated (as defined herein).
(d) In the event an Employee is terminated without
Cause prior to January 1, 2003, 20% of the shares of Stock awarded
hereunder shall immediately vest with such Employee and the remaining
shares of Stock to be vested hereunder and all rights arising
from such shares of Stock shall be forfeited by such Employee and returned
to the Company.
(e) In the event there is a Change of Control (as
defined herein), all shares of Stock remaining to be vested with such
Employee hereunder shall immediately vest with such Employee. The Company
shall immediately cause the issuance to such Employee of appropriate stock
certificates representing such shares of Stock in such Employee's name in
accordance with Section 6 hereof.
(f) In the event an Employee dies, is Permanently
Disabled (as defined herein), or retires after age 60 with not less than
20 years of employment by the Company, the Administrator shall
have the authority, in its sole discretion, to vest such Employee (or such
Employee's estate, if applicable) in as many shares of Stock as the
Administrator shall deem appropriate, based upon such Employee's prior job
performance.
<PAGE> 17
(g) For purposes of the Plan:
i. "Base Salary" shall mean an amount equal to an
Employee's maximum annual base salary in effect at any time after the
effective date of the Plan, excluding any incentive compensation or
bonus payable or paid to an Employee.
ii. "Cause" means (1) an Employee's continuing
willful failure to perform his duties with respect to the Company
(other than as a result of total or partial incapacity due to physical
or mental illness), (2) gross negligence or malfeasance by an Employee
in the performance of his duties with respect to the Company, (3) an act or
acts on an Employee's part constituting a felony under the laws of the
United States or any state thereof which results or was intended to
result directly or indirectly in gain or personal enrichment by
such Employee at the expense of the Company or (4) any other circumstances
set forth in an employment agreement between the Company and such Employee
which would constitute grounds for the Company to terminate the
employment of such Employee for cause (as defined in the applicable
employment agreement).
iii. "Change of Control" shall mean any of the
following: (i) a report on Schedule 13D is filed with the Securities and
Exchange Commission pursuant to Section 13(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), disclosing that any person or
group of persons (within the meaning of Section 13(d) of the Exchange Act),
other than the Company (or one of its subsidiaries) or any employee benefit
plan sponsored by the Company (or one of its subsidiaries), is the
beneficial owner (as such term is defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of fifty percent (50%) or more of the
combined voting power of the then outstanding equity of the Company (as
determined under paragraph (d) of Rule 13d-3 under the Exchange Act, in the
case of rights to acquire Stock, $.01 par value per share; (ii) any
transaction or a series of related transactions (as a result of a tender
offer, merger, consolidation or otherwise whether or not the Company is the
continuing or surviving entity) that results in, or that is in connection
with, any person or group of persons (within the meaning of Section 13(d)
of the Exchange Act), other than the Company (or one of its subsidiaries)
or any employee benefit plan sponsored by the Company (or one of its
subsidiaries), acquiring beneficial ownership (as such term is defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of fifty
percent (50%) or more of the combined voting power of the then outstanding
equity of the Company (as determined under paragraph (d) of Rule 13d-3
under the Exchange Act, in the case of rights to acquire the Stock) or of
any person or group of persons (within the meaning of Section 13(d) of the
Exchange Act) that possesses beneficial ownership (as such term is defined
in Rule 13d-4 under the Exchange Act), directly or indirectly, of fifty
percent (50%) or more of the combined voting power of the then outstanding
equity of the Company; (iii) the sale, lease, exchange or other transfer of
all or substantially all of the assets of the Company to any person or
group of persons (within the meaning of Section 13(d) of the Exchange Act)
in one transaction or a series of related transactions; provided, that a
transaction where the holders of all classes of the then outstanding equity
of the Company immediately prior to such transaction own, directly or
<PAGE> 18
indirectly, fifty percent (50%) or more of the aggregate voting power of
all classes of equity of such person or group immediately after such
transaction will not be a Change of Control under this clause (iii); (iv)
the liquidation or dissolution of the Company; provided, that a liquidation
or dissolution of the Company which is part of a transaction or series of
related transactions that does not constitute a Change of Control under the
"provided" clause of clause (iii) above will not constitute a Change of
Control under this clause (iv); or (v) a change in a majority of the
members of the Board of Directors of the Company within a 12-month period,
unless the election or nomination for election by the Company's
stockholders of each new director during such 12-month period was approved
by the vote of two-thirds of the directors then still in office who were
directors at the beginning of such 12-month period.
iv. If the Employee is a Corporate Officer or President
of Operations, "Constructively Terminated" means (1) a reduction in an
amount equal to or greater than 15 percent of an Employee's Base Salary,
(2) a material reduction in an Employee's job function, duties or
responsibilities or (3) a required relocation of an Employee of more
than 50 miles from such Employee's current job location; provided,
however, that the employment with the Company or its divisions or
subsidiaries of a President of Operations will not be deemed to be
Constructively Terminated in the event he or she is required to be a
Division Chairman or Division President with the Company or its
divisions or subsidiaries and has job functions, duties or
responsibilities of a Division Chairman or Division President and/or is
required to relocate in connection with such change in position; provided,
further, that the employment of an Employee will not be deemed
Constructively Terminated unless such Employee actually terminates his or
her employment with the Company within 60 days after the occurrence of an
event specified in clause (1), (2) or (3) above.
v. If the employee is a Division President,
"Constructively Terminated" means a reduction in an amount equal to or
greater than 15 percent of an Employee's Base Salary; provided that the
employment of an Employee will not be deemed Constructively Terminated
unless such Employee actually terminates his or her employment with the
Company within 60 days after the reduction in Base Salary.
vi. "Permanently Disabled" means physical or mental
incapacity of such nature that an Employee is unable to engage in or
perform the principal duties of his customary employment or occupation
on a continuing or sustained basis. All determinations as to the date and
extent of disability of any Employee shall be made by the Administrator
upon the basis of such evidence as it deems necessary or desirable.
<PAGE> 19
vii "Vesting Date" means the date each year,
commencing in 2000 and through 2010, on which the Company releases its
financial results for the previous fiscal year.
6. Stock Certificates.
(a) Each Employee shall receive a stock certificate
reflecting the number of shares of Stock awarded hereunder. Such
certificate shall be registered in the name of such Employee and shall
bear the following legend:
The securities (the "Shares") represented by this stock
certificate are restricted by the terms of the U.S. Home
Corporation 1998 Key Employees Restricted Stock Plan
("Restricted Stock Plan"), which contains provisions
affecting the rights and obligations of the holder of the
Shares and restrictions on the transfer of the Shares.
Any transfer of the Shares represented by this stock
certificate in violation of the Restricted Stock Plan is
null and void.
(b) The Administrator may, in its sole discretion,
require that the stock certificates evidencing the shares of Stock be
held in custody by the Company until the restrictions thereon shall
have lapsed, and that, as a condition of receiving the shares of
Stock, the Employee shall have delivered a stock power, endorsed
in blank, relating to the shares of Stock. If and to the extent any
shares of Stock vest with an Employee in accordance with the terms
hereof, stock certificates for the appropriate number of unrestricted
shares of Stock shall be delivered promptly to the Employee. Shares of
Stock will not be released to an Employee unless and until the amount
of federal, state or local taxes required to be withheld has been paid
or satisfied. Tax withholding liabilities may be satisfied by the Employee
relinquishing shares of Stock vested pursuant to the Plan, valued at
the market price of the Stock on the date such shares of Stock are
released to the Employee.
7. Term and Effective Date.
The Plan will become effective upon (i) approval by the
Board and (ii) approval by the affirmative vote of a majority of the shares
of voting capital stock of the Company present or represented and entitled
to vote at the 1999 annual meeting of the Company's stockholders. Subject
to Section 15 hereof, the Plan shall terminate upon issuance and vesting
all of the Stock issuable pursuant to the Plan.
<PAGE> 20
8. Transferability.
Employees shall not be permitted to sell, transfer,
pledge, assign or otherwise encumber shares of Stock awarded hereunder
prior to the vesting of such shares of Stock. Upon vesting of such shares
of Stock, an Employee will only transfer such shares of Stock in compliance
with applicable federal and state securities laws. Employees who are
affiliates of the Company may generally dispose of their shares in
accordance with Rule 144 promulgated under the Securities Act of 1933, as
amended.
9. Rights as a Stockholder.
Except as provided in Section 8 hereof or this Section 9,
Employees shall have, with respect to any shares of Stock remaining to be
vested hereunder, all of the rights of stockholders of the Company,
including the right to vote such shares of Stock and to receive any cash
dividends. Stock dividends, if any, issued with respect to such shares of
Stock shall be subject to the same restrictions and other terms and
conditions hereunder that apply to such shares of Stock.
10. Investment Purpose.
At the time of issuance of any shares of Stock, the
Administrator may, if it will deem it necessary or desirable for any
reason, require an Employee to represent in writing to the Company that it
is such Employee's then intention to acquire the Stock for investment
purposes and not with a view to the distribution thereof.
11. Right to Terminate Employment.
Nothing contained herein will restrict the right of the
Company to terminate the employment of any Employee at any time.
12. Finality of Determinations.
Each determination, interpretation, or other action made
or taken pursuant to the provisions of the Plan by the Administrator will
be final and be binding and conclusive for all purposes.
13. Subsidiary and Parent Corporations.
Unless the context requires otherwise, references under
the Plan to the Company will be deemed to include any subsidiary
corporations and parent corporations of the Company, as those terms are
defined in Section 424 of the Internal Revenue Code of 1986, as amended.
14. Governing Law.
The Plan will be governed by the laws of the State
of Delaware.
<PAGE> 21
15. Amendment and Termination.
The Board may at any time terminate, amend or modify the
Plan in any respect it deems suitable, including the amendment or
modification of the vesting provisions in Section 2 hereof, 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 in order to ensure
that the stock granted hereunder qualifies under any applicable section of
the Internal Revenue Code or the Exchange Act; provided, however, that no
amendment, modification or termination of the Plan may (A) adversely affect
any unvested shares theretofore issued under the Plan without the consent
of the Employee to whom such shares were issued or (B) modify the
allocation of shares issued to the employees designated by the
Administrator.
16. Override.
(a) 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.
(b) All transactions pursuant to terms of the Plan,
including, without limitation, awards and vesting of Stock, shall only
be effective at such time as counsel to the Company shall have determined
that such transaction will not violate federal or state securities
or other laws. The Administrator may, in its sole discretion, defer the
effectiveness of such transaction to pursue whatever actions may be
required to ensure compliance with such federal or state securities or
other laws.
<PAGE> 22
SCHEDULE A
Corporate Officers Presidents of Operations
- ------------------ ------------------------
Robert J. Strudler Sam B. Crimaldi
Isaac Heimbinder James R. Petty
Gary L. Frueh Christopher B. Rediger
Craig M. Johnson Michael T. Richardson
Thomas A. Napoli Phillip J. Walsh III
Frank E. Matthews
Chester P. Sadowski
Richard G. Slaughter
Kelly F. Somoza
<TABLE>
<CAPTION>
Division Presidents
- -------------------
<S> <S> <S> <S>
Gary W. Aalen Mountain Ops Land Gene E. Lanton Central Florida
Robert T. Allegra Sarasota/Manatee Charles D. Lindsay Houston
Philip F. Barber Shenandoah Valley Land Michael J. Lutz Central California
Brian W. Bombeck Sacramento Land Darin L. McMurry Lee/Collier
George Breen New Jersey Land James G. Migliore Ohio
Steven L. Craddock Tucson Francine A. Miller Central Florida
James E. Curry South Florida Land James R. Neilson Thompson
George A. D'Hemecourt Dallas/Ft. Worth Richard L. Noble Colorado Springs
Rory Dickens D.C. John A. Sellinger Central Florida
Francis J. Dolan Orlando Frederick J. Sikorski Central Florida
Robert F. Fertig North Florida Paul D. Sims Houston
Barry G. Grant Phoenix Robert L. Sithens Ohio
Steve T. Hackney Las Vegas Gregory A. Snyder New Jersey
Sherman S. Haggerty Sacramento Gust J. Valantasis Orlando
Andrew G. Irick II Central Florida Land Joe L. Weathersby South Texas
Jan Knibbe Denver Jeffrey H. Whiton Colorado
</TABLE>
<PAGE> 23
EXHIBIT 5.1
[KAYE SCHOLER LETTERHEAD]
April 21, 1999
U.S. Home Corporation
10707 Clay Road
Houston, TX 77041
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 120,000 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"),
pursuant to the U.S. Home Corporation 1998 Key Employees Restricted Stock
Plan (the "Plan").
In that connection, we have reviewed the Plan, the
Company's Restated Certificate of Incorporation, as amended, its Amended
and Restated By-Laws, resolutions of the Company's 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
hereby 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> 24
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 3, 1999 included in U.S. Home Corporation's Annual Report on
Form 10-K for the year ended December 31, 1998 and to all references to our
Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
-----------------------------
ARTHUR ANDERSEN LLP
Houston, Texas
April 21, 1999
