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Filed by U.S. Home Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: U.S. Home Corporation
Commission File No.: 1-5899
Contact:
Bruce Gross
Chief Financial Officer
Lennar Corporation
(305) 229-6428
On February 17, 2000, U.S. Home Corporation, a Delaware corporation ("U.S.
Home"), and Lennar Corporation, a Delaware corporation ("Lennar"), jointly
issued the following press release:
FOR IMMEDIATE RELEASE
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LENNAR TO ACQUIRE U.S. HOME
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Will Create Largest Homebuilder in the United States
Highlights
Largest homebuilder with combined 1999 revenues of $4.9 billion
Largest homebuilder with combined 1999 domestic deliveries of 21,658 homes
Most profitable homebuilder with combined 1999 EBITDA of $551 million
Combined 1999 stockholders' equity of approximately $1 billion
Largest acquisition transaction in the history of the homebuilding industry
Miami, February 17, 2000 -- The Boards of Directors of Lennar
Corporation (NYSE: LEN) and U.S. Home Corporation (NYSE: UH) have reached a
definitive agreement for the purchase of U.S. Home by Lennar. Under the terms
of the agreement, U.S. Home shareholders will receive $36 per share. The
consideration will be paid 50% in cash and 50% in Lennar Corporation common
shares, for a purchase price of approximately $476 million. The transaction
is expected to close in May 2000 following regulatory and shareholder
approvals and customary closing conditions.
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Stuart Miller will be President, Chief Executive Officer and Co-Chief
Operating Officer. Robert J. Strudler will be Vice-Chairman of the Board of
Directors of Lennar and Co-Chief Operating Officer. Isaac Heimbinder will be
on the Board of Directors of Lennar Corporation and will be Executive
Vice-President of E-commerce Initiatives, spearheading the company's
e-commerce activities. Leonard Miller will continue as Chairman of the Board
of Lennar Corporation. U.S. Home will nominate two additional directors to
the Lennar Board.
The combined company will benefit from a broader product offering.
Geographically, the company will operate in a total of 11 states. Six states
have either the largest or fastest growing populations in the nation
- -Florida,California, Texas, Colorado, Arizona and Nevada. The company's
product offering will be materially enhanced by the U.S. Home strategic
position in the fast-growing retirement/active adult segment of the market.
The company will continue to build homes for the first-time, first-time
move-up, second-time move-up and retirement purchasers under both the
Lennar and U.S. Home brand names.
Based on combined 1999 results, Lennar and U.S. Home delivered over
21,600 homes and had almost $5 billion in revenues and $551 million of EBITDA.
The combined organization will have approximately $1 billion in stockholders'
equity. Lennar and U.S. Home are currently the 5th and 8th largest
homebuilders in the country, respectively.
Stuart Miller, President and CEO of Lennar commented, "The transaction
creates the largest and most profitable homebuilding company in America. It
is immediately accretive to earnings. The company's balance sheet remains
among the best in the business, and the management and cultural fits are
exceptional.
"The enhanced size and scope of our business will allow us to
solidify our leading position in our principal markets and home product
offerings, as well as allow us to pursue new Internet and broadband
opportunities for the homebuilding industry. Because of the way we have
structured our balance sheet over the past year, this strategic acquisition
will facilitate very strong cash flow and earnings per share growth, without
jeopardizing any operating flexibility."
Robert J. Strudler, Chairman and Co-Chief Executive Officer of U.S.
Home, noted, "Our management team is very excited to join forces with Lennar,
one of the nation's premier homebuilders with a proven trac record of
enhancing shareholder value. Over the past eight years, U.S. Home has become
a valuable franchise with proven results and excellent prospects for
continued growth.
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"We believe the value of the U.S. Home franchise to our shareholders
is not being maximized as small-cap value stocks are not afforded even their
intrinsic worth, much less a premium for proven results. After weighing all
the factors, we believe that combining these two companies with the same
core values, strong management teams, good balance sheets and track records
of success will allow our shareholders to recognize value and give our
employees a stronger platform from which to succeed. We believe the
combination of Lennar and U.S. Home will create a bigger, stronger and
faster-paced organization."
Isaac Heimbinder, Co-Chief Executive Officer and President of U.S.
Home, noted, "The combined strength and management talent of these two
companies will not only enable a continued and more prominent leadership role
in housing, but will create a strong impetus for taking advantage of
opportunities created by joining with other entities focusing on homebuyers
as well as prospects created by e-commerce."
Mr. Miller added, "The resulting organization provides significant
market and shareholder enhancement in the following areas:
Our resulting size provides valuable benefits both from the operational
and financial markets perspectives.
The combined companies will have greater geographic diversity. While
both entities have a significant presence in Florida, Texas and Arizona,
U.S. Home brings a substantial presence in Denver, Minneapolis and the
eastern seaboard states. Lennar's extensive land holdings in California
accelerate U.S. Home's expansion into the largest homebuilding market in
the country, as well as affording Lennar faster absorption of its land
bank.
From the product enhancement standpoint, U.S. Home has long been
recognized as an industry leader in the development of retirement/country
club communities, clearly the nation's fastest growing market segment.
Additionally, while both companies have excellent brand name recognition
in the affordable and move-up homebuyer markets, we have quite different
merchandising approaches which will greatly enhance our ability to
expand in existing markets. U.S. Home has focused on the design studio
approach, offering the buyer extensive upgrade and option features.
Lennar has focused on the simplified operating platform of `Everything's
Included'sm.
As the Internet continues to rapidly become a dominant factor within all
industries, we believe size and strength will be necessary to attract
opportunities in e-commerce. The combined U.S. Home and Lennar entity
will provide a unique platform for the company to focus on internal
opportunities as well as external investments. Having an executive of
Mr. Heimbinder's experience and vision will allow us to focus on this
area of emerging Internet opportunities within the homebuilding
industry."
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Mr. Miller continued, "The acquisition of U.S. Home provides Lennar
with access to one of the foremost management and leadership development
training programs in the industry. No organization can grow without the
development of its future leaders. The emphasis on the development of people
at U.S. Home is a strong cultural fit with our core values."
U.S. Home, with a 45-year history of quality homebuilding, will
continue as a national brand name within the Lennar family of builders
including Lennar Homes, Greystone Homes, Village Builders, Renaissance Homes
and Winncrest Homes. Mr. Miller concluded, "Both companies began operating
in 1954. Combined, we have over 90 years of homebuilding experience. It is a
great fit - two strong companies with complimentary values and little
operating duplication."
The transaction will be structured as a merger, in which the portion
of the acquisition price paid with Lennar shares would not be taxable. The
cash portion would be taxable at the time of the transaction.
U.S. Home stockholders can elect to receive cash or stock, subject
to proration, such that at least 50% and not more than 55% of the total
consideration is cash. The stock consideration is subject to a cap and collar
arrangement such that the aggregate cash and stock consideration expressed on
a per share basis will not be less than $32.72 and not more than $41.
In this transaction, Lennar is represented by Deutsche Banc
Alex. Brown. U.S. Home is represented by Warburg Dillon Read.
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These communications include certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectation and are naturally
subject to uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained herein. The forward-looking
statements in this document include statements about future financial and
operating results and the proposed U.S. Home Corporation/Lennar Corporation
transaction. The following factors, among others, could cause actual results
to differ materially from those described herein: inability to obtain, or meet
conditions imposed for, governmental approvals for the merger with Lennar
Corporation; failure of the U.S. Home or Lennar stockholders to approve the
merger; the risk that the U.S. Home and Lennar businesses will not be
integrated successfully; the costs related to the merger; and other economic,
business, competitive and/or regulatory factors affecting U.S. Home's and
Lennar's businesses generally. More detailed information about those factors
is set forth in U.S. Home's filings with the Securities and Exchange
Commission, including its Annual Report filed on Form 10-K for the fiscal year
ended December 31, 1998, especially in the Management's Discussion and
Analysis section, its most recent quarterly reports on Form 10-Q, and its
Current Reports on Form 8-K. U.S. Home is under no obligation to (and
expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information, future
events or otherwise.
* * * *
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In connection with their proposed merger, U.S. Home and Lennar will be
jointly preparing a proxy statement/prospectus and will be filing such joint
proxy statement/prospectus with the Securities and Exchange Commission as soon
as practicable. WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security
holders will be able to obtain a free copy of the joint proxy
statement/prospectus and other documents filed by U.S. Home Corporation and
Lennar Corporation with the Securities and Exchange Commission at the
Securities and Exchange Commission's web site at www.sec.gov. In addition,
the joint proxy statement/prospectus to be filed and other documents filed
with the Securities and Exchange Commission by U.S. Home Corporation may be
obtained for free from U.S. Home Corporation by directing a request to U.S.
Home Corporation, 10707 Clay Road, Houston, Texas 77041, Attention: Investor
Relations, telephone (713) 877-2311. The joint proxy statement/prospectus to
be filed and other documents filed with the Securities and Exchange Commission
by Lennar Corporation may be obtained for free from Lennar Corporation by
directing a request to Lennar Corporation, 700 Northwest 107th Avenue,
4th Floor, Miami, Florida 33172, Attention: Investor Relations, telephone
(305) 559-4000.
READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A
DECISION CONCERNING THE MERGER.
U.S. Home Corporation, its directors, executive officers and certain other
members of U.S. Home Corporation management and employees may be soliciting
proxies from U.S. Home Corporation stockholders in favor of the merger.
Information concerning the participants will be set forth on a Schedule 14A
filed as soon as practicable.
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