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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): May 2, 2000
U.S. HOME CORPORATION
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(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 1 - 5899 21-0718930
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<S> <C> <C>
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
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10707 CLAY ROAD, HOUSTON, TEXAS 77041
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 877-2311
N/A
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Pursuant to the terms of a merger agreement, dated as of February 16,
2000 (the "Merger Agreement"), and as amended as of March 17, 2000, U.S. Home
Corporation ("U.S. Home") merged with and into Len Acquisition Corporation, a
wholly-owned subsidiary of Lennar Corporation ("Lennar"). As a result, U.S. Home
became a wholly-owned subsidiary of Lennar. The merger was approved by the
requisite shareholders of each of U.S. Home and Lennar at meetings held on April
28, 2000 and became effective at 11:59 p.m. on May 2, 2000. As a result of the
merger, most U.S. Home stockholders received, for each U.S. Home share of common
stock they owned, $18 in cash and .96 shares of Lennar common stock. However,
U.S. Home stockholders who elected to receive their entire consideration in cash
received $36 in cash. Because of limitations on the number of Lennar shares of
common stock to be issued in the transaction, U.S. Home stockholders who elected
to receive their entire consideration in Lennar common stock received, for each
U.S. Home share of common stock they owned, 1,492 shares of Lennar common stock
and $8.03 in cash. The total consideration paid to U.S. Home stockholders in the
merger was $243,382,497.98 in cash and 12,978,320.00 shares of Lennar common
stock.
Lennar entered into senior secured credit facilities providing $1.4
billion with a group of financial institutions for the purpose of, among other
things, financing the merger. The credit facilities consist of a $700 million
five-year revolving credit facility, a $300 million 364-day revolving credit
facility and a $400 million term-B loan. Bank One, NA, is the administrative
agent, and Bankers Trust Company is the syndication agent for the credit
facilities. In connection with the financing, Lennar pledged shares of stock of
Len Acquisition Corporation, which changed its name to U.S. Home Corporation
upon the consummation of the merger. Lennar also issued $325 million of 9.95%
Senior Notes due 2010 (for gross proceeds of about $300 million) to finance,
among other things, the merger. A copy of the press release describing the
financing is attached hereto as Exhibit 99.1.
Pursuant to the Merger Agreement and the employment agreements between
Lennar and each of Robert J. Strudler and Isaac Heimbinder, Mr. Strudler, Mr.
Heimbinder, Steven Gerard and Herve Ripault, each a former director of U.S.
Home, were elected to Lennar's board of directors, effective immediately after
the consummation of the merger.
Except as described herein, there are no arrangements known to U.S.
Home that at a later date may result in a change in control of U.S. Home.
Further information about the merger is incorporated by reference
to Lennar's Registration Statement, Commission File No. 333-32860.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
99.1 Press Release, dated May 3, 2000.
99.2 Plan and Agreement of Merger, dated as of February
16, 2000, by and among U.S. Home Corporation, Lennar
Corporation and Len Acquisition Corporation.
Incorporated by reference from exhibit 99.1 to U.S.
Home Corporation's Current Report on Form 8-K dated
February 28, 2000.
99.3 Amendment to Merger Agreement, dated as of March 17,
2000, by and among U.S. Home Corporation, Lennar
Corporation and Len Acquisition Corporation.
Incorporated by reference from exhibit 99.1 to U.S.
Home Corporation's Current Report on Form 8-K dated
April 17, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
U.S. HOME CORPORATION
Date: May 16, 2000 By: /s/ Chester P.Sadowski
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Chester P. Sadowski
Senior Vice President - Controller and
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release, dated May 3, 2000.
99.2 Plan and Agreement of Merger, dated as of February 16,
2000, by and among U.S. Home Corporation, Lennar
Corporation and Len Acquisition Corporation. Incorporated
by reference from exhibit 99.1 to U.S. Home Corporation's
Current Report on Form 8-K dated February 28, 2000.
99.3 Amendment to Merger Agreement, dated as of March 17, 2000,
by and among U.S. Home Corporation, Lennar Corporation and
Len Acquisition Corporation. Incorporated by reference
from exhibit 99.1 to U.S. Home Corporation's Current
Report on Form 8-K dated April 17, 2000.
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[LENNAR NEWS LETTERHEAD]
Contact:
Kelly Somoza
Investor Relations
Lennar Corporation
(713) 877-2391
FOR IMMEDIATE RELEASE
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LENNAR COMPLETES ACQUISITION OF U.S. HOME; FINALIZES $1.7 BILLION
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OF FINANCING TRANSACTIONS AND ACCEPTS TENDERS OF U.S. HOME DEBT
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SECURITIES
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Miami, May 3, 2000 -- Lennar Corporation (NYSE: LEN) announced today
that it has completed its acquisition of U.S. Home Corporation. As previously
announced, the stockholders of both corporations approved the transaction at
meetings held on April 28, 2000. The acquisition became effective at 11:59 p.m.
on May 2, 2000.
Lennar also announced that it has entered into $1.7 billion of
financing related to the acquisition, for working capital and for future growth.
The financing includes senior secured credit facilities with a group of
financial institutions which will provide Lennar with up to $1.4 billion of
financing and $325 million of Senior Notes. The credit facilities consist of a
$700 million five-year revolving credit facility, a $300 million 364-day
revolving credit facility and a $400 million term loan B. Bank One, NA, is the
administrative agent, and Bankers Trust Company is the syndication agent for the
credit facilities.
Lennar completed the sale of $325 million aggregate principal amount of
its 9.95% Senior Notes due 2010 for gross proceeds of approximately $300
million. The Notes were sold to institutional investors in a private offering.
Lennar expects to use the proceeds from the sale of the Notes to purchase U.S.
Home debt securities tendered in response to its subsidiary's tender offer.
(more)
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2-2-2
The tender offer for the $525 million of U.S. Home debt securities expired
at 5:00 p.m., New York City time, on May 2, 2000. All U.S. Home debt
securities, which were properly tendered in response to the offer, have been
accepted. As of 5:00 p.m. on May 2, 2000, the following aggregate principal
amount and percentage of each issue of U.S. Home debt securities had been
tendered in response to the offer:
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Principal % of
Amount Issue
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U.S. Home's 7.95% Senior Notes due 2001........... $ 69,783,000 93%
U.S. Home's 8.25% Senior Notes due 2004........... $ 97,811,000 98%
U.S. Home's 7 3/4% Senior Notes due 2005.......... $ 96,410,000 96%
U.S. Home's 8.88% Senior Subordinated Notes due
2007............................................ $116,942,000 94%
U.S. Home's 8.875% Senior Subordinated Notes due
2009............................................ $121,502,000 97%
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As a result of the successful completion of the tender offer, amendments
to the indentures governing each issue of the U.S. Home debt securities which
effectively remove all of the covenants from the indentures other than
covenants to pay principal and interest and to offer to purchase the debt
securities following a change in control of U.S. Home, have become operative.
Lennar's acquisition of U.S. Home constituted a change in control of U.S. Home
which will entitle holders of U.S. Home's public debt securities who did not
tender them to the Lennar subsidiary to require U.S. Home to purchase them for
101% of their principal amount. Information about how to do this will be
distributed to holders of the remaining U.S. Home public debt securities
shortly.
Lennar Corporation, founded in 1954, is headquartered in Miami, Florida.
The Company has homebuilding operations in 13 states and is one of the nation's
leading builders of quality homes for all generations, building affordable,
move-up and retirement homes. The Company builds homes under the Lennar Homes,
U.S. Home, Greystone Homes, Village Builders, Renaissance Homes and Winncrest
Homes brand names. Lennar's Financial Services Division provides residential
mortgage services, title, closing and other ancillary services for Lennar
homebuyers and other customers. Previous press releases may be obtained at
www.lennar.com or by fax by calling 1-800-758-5804 and entering extension
number 507038.
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Certain statements contained in this press release may be "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Such statements involve risks, uncertainties and other factors that may cause
actual results to differ materially from those which are anticipated. Such
factors include, but are not limited to, changes in general economic
conditions, the market for homes generally and in areas where the Company has
developments, the availability and cost of land suitable for residential
development, materials prices, labor costs, interest rates, consumer
confidence, competition, environmental factors and government regulations
affecting the Company's operations. See the Company's Annual Report on Form
10-K for the year ended November 30, 1999 for a further discussion of these and
other risks and uncertainties applicable to the Company's business.
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[LENNAR CORPORATION LOGO]
