<PAGE> 1
As filed with the Securities and Exchange Commission on April 3, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
KAUFMAN AND BROAD HOME CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 95-3666267
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
10990 WILSHIRE BLVD 90024
LOS ANGELES, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
KAUFMAN AND BROAD HOME CORPORATION
PERFORMANCE-BASED INCENTIVE PLAN FOR SENIOR MANAGEMENT
KAUFMAN AND BROAD HOME CORPORATION
1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
KIMBERLY N. KING, ESQ.
CORPORATE SECRETARY AND ASSOCIATE COUNSEL
KAUFMAN AND BROAD HOME CORPORATION
10990 WILSHIRE BLVD.
LOS ANGELES, CA 90024
(Name and Address of Agent for Service)
(310) 231-4000
(Telephone Number, Including Area Code, of Agent for Service)
----------------
Copies of all communications, including all communications sent to agent for
service, should be sent to:
RONALD O. MUELLER
GIBSON, DUNN & CRUTCHER LLP
1050 CONNECTICUT AVENUE, NW, SUITE 900
WASHINGTON, DC 20036
(202) 955-8500
<PAGE> 2
<TABLE>
<CAPTION>
========================================================================================================================
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
PRICE PER SHARE PRICE FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 share, including 2,900,000 (2) N/A $88,259,988 (3) $26,037
Preferred Stock Purchase
Rights (1) . . . .
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$1.00 share, including 50,568 (4) N/A $1,635,558.75(5) $483
Preferred Stock Purchase
Rights (1) . . . .
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Preferred Stock Purchase Rights, which are attached to the shares
of Kaufman and Broad Home Corporation Common Stock being registered,
will be issued for no additional consideration and, therefore, no
additional registration fee is required.
(2) This amount is the sum of the 1,000,000 shares available under Kaufman
and Broad Performance-Based Incentive Plan for Senior Management and
the 1,900,000 shares available under the Kaufman and Broad 1998 Stock
Incentive Plan. In addition, this registration statement covers the
resale by certain Selling Stockholders named in the Prospectus
included in and filed with this Form S-8 of certain of the shares of
Kaufman and Broad Home Corporation Common Stock being registered, for
which no additional registration fee is required pursuant to Rule
457(h)(3). Pursuant to Rule 416(a), this Registration Statement also
registers such number of additional securities that may be offered
pursuant to the terms of the Kaufman and Broad Home Corporation
Performance-Based Incentive Plan for Senior Management and the Kaufman
and Broad 1998 Stock Incentive Plan which both provide for a change in
the amount or type of securities being offered or issued to prevent
dilution as a result of stock splits, stock dividends or similar
transactions.
(3) Calculated with respect to (i) 370,000 shares of Common Stock pursuant
to Rule 457(h)(1) on the basis of the aggregate offering price of the
shares subject to outstanding options of $ 6,430,300, and (ii) with
respect to the remaining shares of Common Stock registered hereunder
for awards to be issued in the future under the Kaufman and Broad
Performance-Based Incentive Plan for Senior Management and the Kaufman
and Broad 1998 Stock Incentive Plan, pursuant to Rule 457(h)(1) and
Rule 457(c) based upon the average of the high and low prices of the
Common Stock on the New York Stock Exchange on March 30, 1998, which
was $ 32.34375.
(4) Pursuant to Instruction C of Form S-8, this registration statement
covers the resale by certain Selling Stockholders named in the
Prospectus included in and filed with this Form S-8 of shares of
Kaufman and Broad Home Corporation Common Stock (the "1986 Plan
Shares") which have in the past and may in the future be offered and
sold to the Selling Stockholders pursuant to the 1986 Stock Option
Plan.
(5) Calculated pursuant to Rule 457(h)(1) and Rule 457(c) based upon the
average of the high and low prices of the Common Stock on the New York
Stock Exchange on March 30, 1998, which was $ 32.34375, with respect
to the 1986 Plan Shares offered and sold pursuant to the 1986 Stock
Option Plan and offered for resale under the registration statement.
<PAGE> 3
REOFFER PROSPECTUS
KAUFMAN AND BROAD HOME CORPORATION
4,650,568 SHARES COMMON STOCK
ACQUIRED BY THE SELLING STOCKHOLDERS UNDER
THE KAUFMAN AND BROAD HOME CORPORATION
1986 STOCK OPTION PLAN,
THE KAUFMAN AND BROAD HOME CORPORATION
1988 EMPLOYEE STOCK PLAN,
THE KAUFMAN AND BROAD HOME CORPORATION PERFORMANCE-BASED INCENTIVE PLAN
FOR SENIOR MANAGEMENT, AND
THE KAUFMAN AND BROAD HOME CORPORATION
1998 STOCK INCENTIVE PLAN
This Prospectus relates to up to 4,650,568 shares (the "Shares") of
Common Stock, par value $1.00 per share (together with the Preferred Stock
Purchase Rights associated therewith, the "Common Stock"), of Kaufman and
Broad Home Corporation (the "Company") which may be offered and sold from
time to time by certain stockholders of the Company (the "Selling
Stockholders") who have acquired or will acquire such Shares pursuant to
the Company's 1996 Stock Option Plan, the Company's 1988 Employee Stock
Plan, the Company's Performance-Based Incentive Plan for Senior
Management, and the Company's 1998 Stock Incentive Plan, pursuant to two
registration statements filed on Form S-8 on April 3, 1998. See "Selling
Stockholders." The Company's Common Stock is traded on the New York Stock
Exchange ("NYSE") under the symbol "KBH". On April 2, 1998, the closing
price of the Common Stock, as reported in the consolidated reporting
system, was $31.50 per share.
The Company will not receive any of the proceeds from sales of the
Shares by any of the Selling Stockholders. The Shares may be offered from
time to time by any or all of the Selling Stockholders (and their donees
and pledgees) through ordinary brokerage transactions, in negotiated
transactions or in other transactions, at such prices as he or she may
determine, which may relate to market prices prevailing at the time of
sale or be a negotiated price. See "Plan of Distribution." All costs,
expenses and fees in connection with the registration of the Shares will
be borne by the Company. Brokerage commissions and similar selling
expenses, if any, attributable to the offer or sale of the Shares will be
borne by the Selling Stockholder (or their donees and pledgees).
Each Selling Stockholder and any broker executing selling orders on
behalf of a Selling Stockholder may be deemed to be an "underwriter" as
defined in the Securities Act of 1933, as amended (the "Securities Act").
If any broker-dealers are used to effect sales, any commissions paid to
broker-dealers and, if broker-dealers purchase any of the Shares as
principals, any profits received by such broker-dealers on the resale of
the Shares, may be deemed to be underwriting discounts or commissions
under the Securities Act. In addition, any profits realized by the
Selling Stockholders may be deemed to be underwriting commissions.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April 3, 1998
---------------
1
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). The reports, proxy statements and other information filed
by the Company with the Commission can be inspected and copied at the
public reference facilities of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at 7 World Trade Center, 13th Floor, New York, New York 10048, and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material also may be obtained by mail from the
Public Reference Section of the Commission, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy materials and other information concerning the Company may be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005. Additionally, the Commission maintains a World Wide Web site on
the Internet that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission and that is located at http://www.sec.gov.
Pursuant to Rule 429 under the Securities Act of 1933, as amended
(the "Securities Act"), this Prospectus constitutes a part of two
Registration Statements on Form S-8 filed on April 3, 1998 (herein,
together with all amendments and exhibits, referred to as the
"Registration Statements") by the Company with the Commission under the
Securities Act. This Prospectus does not contain all of the information
set forth in the Registration Statements, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
For further information with respect to the Company and the Common Stock,
reference is hereby made to the Registration Statements. Statements
contained herein concerning the provisions of any contract, agreement or
other document are not necessarily complete, and in each instance
reference is made to the copy of such contract, agreement or other
document filed as an exhibit to the Registration Statements or otherwise
filed with the Commission. Each such statement is qualified in its
entirety by such reference. Copies of the Registration Statements
together with exhibits may be inspected at the offices of the Commission
as indicated above without charge and copies thereof may be obtained
therefrom upon payment of a prescribed fee.
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in
connection with the offering described herein, and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Company or any Selling Stockholder. This Prospectus
does not constitute an offer to sell, or a solicitation of an offer to
buy, nor shall there by any sale of these securities by any person in any
jurisdiction in which it is unlawful for such person to make such offer,
solicitation or sale. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstances create an implication
that the information contained herein is correct as of any time subsequent
to the date hereto.
2
<PAGE> 5
PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT
Investors are cautioned that certain statements contained in this
document, as well as some statements by the Company in periodic press
releases and some oral statements by Company officials to securities
analysts and stockholders during presentations about the Company, are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 ("the "Act"). Statements which are
predictive in nature, which depend upon or refer to future events or
conditions, or which include words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates," "hopes," and similar
expressions constitute forward-looking statements. In addition, any
statements concerning future financial performance (including future
revenues, earnings or growth rates), ongoing business strategies or
prospects, and possible future Company actions, which may be provided by
management are also forward-looking statements as defined by the Act.
Forward-looking statements are based on current expectations and
projections about future events and are subject to risks, uncertainties,
and assumptions about the Company, economic and market factors and the
homebuilding industry, among other things. These statements are not
guaranties of future performance, and the Company has no specific
intention to update these statements.
Actual events and results may differ materially from those expressed
or forecasted in forward-looking statements made by the Company or Company
officials due to a number of factors. The principal important risk
factors that could cause the company's actual performance and future
events and actions to differ materially from such forward-looking
statements include, but are not limited to, changes in general economic
conditions either nationally or in regions where the Company operates or
may commence operations, employment growth or unemployment rates, lumber
or other key homebuilding material prices, labor costs, home mortgage
interest rates, currency exchange rates as they affect the Company's
operations in France or Mexico, consumer confidence, and government
regulation or restrictions on real estate development, costs and effects
of unanticipated legal or administrative proceedings and capital or credit
market conditions affecting the Company's cost of capital; the
availability and cost of land in desirable areas and conditions in the
overall homebuilding market in the Company's geographic markets (including
the historic cyclicality of the industry); as well as seasonablity,
competition, population growth, property taxes, and unanticipated delays
in the Company's operations.
BUSINESS
The Company is a builder of single-family homes with domestic
operations in seven western states, and international operations in France
and Mexico. Domestically, the Company is the largest homebuilder west of
the Mississippi River, delivering more single-family homes than any other
builder in the region. Founded in 1957, the Company builds innovatively
designed homes which cater primarily to first-time home buyers, generally
in medium-sized developments close to major metropolitan areas.
Internationally, the Company is among the largest builders in greater
metropolitan Paris, France, based on the number of homes delivered. In
France, the Company also builds commercial projects and high-density
residential properties, such as condominium and apartment complexes. The
Company provides mortgage banking services to
3
<PAGE> 6
domestic home buyers through its wholly owned subsidiary, Kaufman and Broad
Mortgage Company.
The Company is a Delaware corporation and maintains its principal
executive offices at 10990 Wilshire Boulevard, Los Angeles, California
90024. Its telephone number is (310) 231-4000. As used herein, the term
"Company" refers to Kaufman and Broad Home Corporation and its
subsidiaries, unless the context indicates otherwise.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company heretofore filed with the
Commission are hereby incorporated in this Prospectus by reference:
(1) Annual Report on Form 10-K for the fiscal year ended November 30,
1997, filed on February 27, 1998;
(2) The description of the Common Stock set forth in the Company's
registration statement on Form 8-A, filed with the Commission on June
30, 1986, File No. 001-09195, together with any amendment or report
filed with the Commission for the purpose of updating such
description.
(3) All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which
deregisters all such securities then remaining unsold shall be deemed
to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such reports and documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such earlier statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The information relating to the Company contained in this Prospectus
should be read together with the information in the documents incorporated
by reference.
THIS PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS (OTHER THAN
EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE) ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST. REQUESTS
FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO KAUFMAN AND BROAD HOME
CORPORATION, 10990 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90024,
ATTENTION: CORPORATE SECRETARY, TELEPHONE: (310) 231-4000.
4
<PAGE> 7
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common
Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth (a) the name and position or positions
with the Company of each Selling Stockholder; (b) the number of shares of
Common Stock beneficially owned (as such term is defined in Rule 13d-3
under the Exchange Act) by each Selling Stockholder as of the date of this
Prospectus; (c) the number of shares of Common Stock that each Selling
Stockholder may offer for sale from time to time pursuant to this
Prospectus, whether or not such Selling Stockholder has a present
intention to do so; and (d) the number of shares of Common Stock to be
beneficially owned by each Selling Stockholder following the sale of all
shares that may be so offered, assuming no other change in the beneficial
ownership of the Company's Common Stock by such Selling Stockholder after
the date of this Prospectus. Unless otherwise indicated, beneficial
ownership is direct and the person indicated has sole voting and
investment power. No Selling Shareholder owns more than 1% of the
Company's Common Stock, other than Mr. Karatz who owns 3.5%.
5
<PAGE> 8
<TABLE>
<CAPTION>
NUMBER
AMOUNT AND OF SHARES NUMBER SHARES
NATURE OF ISSUED OR OF OTHER BENEFICIALLY
BENEFICIAL ISSUABLE SHARES OWNED
SELLING PRINCIPAL POSITION(S)(1) OWNERSHIP UNDER OFFERED AFTER THE
STOCKHOLDER WITH THE COMPANY (2-6) OPTIONS FOR RESALE RESALE(2)
----------- ---------------- ----- ------- ---------- ---------
<S> <C> <C> <C> <C>
Glen Barnard Senior Vice President 20,242 90,000 3,409 N/A
and Regional General
Manager
Michael F. Henn Senior Vice President 69,734 145,000 6,818 N/A
and Chief Financial
Officer
William Hollinger Vice President and 29,451 45,750 2,201 N/A
Controller
Lisa G. Kalmbach Senior Vice President 42,635 102,850 2,201 N/A
and Regional General
Manager
Bruce Karatz Chairman of the Board of 1,369,653 1,515,968 177,575 N/A
Directors, President and
Chief Executive Officer
Guy Nafilyan Director and Executive 114,818 85,000 81,818 N/A
Vice President
Barton P. Pachino Senior Vice President 27,251 48,250 2,201 N/A
and General Counsel
Albert Z. Praw Senior Vice President 49,256 120,000 4,401 N/A
and Regional General
Manager
Gary Ray Senior Vice President, 6,367 22,500 2,201 N/A
Human Resources
Dennis Welsch Vice President and 10,425 22,500 5,000 N/A
Treasurer
</TABLE>
(1) All positions described are with the Company, unless otherwise
indicated.
(2) Beneficial Ownership is determined pursuant to Rule 13D/G under
the Exchange Act. Shares underlying option are reflected only to the
extent that the option is exercisable as of the date of, or within 60 days
after the date of, this Prospectus. As a result, "Beneficial Ownership"
may not reflect all of the Option Shares that may be sold pursuant to this
Registration Statement.
(3) Includes shares of Common Stock subject to acquisition within 60
days of the date of this Prospectus through the exercise of stock options
granted under the Company's employee stock plans in the following
amounts: Mr. Karatz 1,193,301; Ms. Kalmbach 39,183; Mr. Henn 45,333; Mr.
Praw 36,333; Mr. Barnard 16, 333; Mr. Hollinger 27,250; Mr. Nafilyan
58,000; Mr. Pachino 24,750; Mr. Ray 4,166; and Mr. Welsch 4,500. No
non-employee director holds stock options.
(4) Includes a total of 177,575 shares of restricted Common Stock
granted under the Company's employee stock plans. In 1991, Mr. Karatz was
granted 150,000 shares of restricted stock and Mr. Nafilyan was granted
75,000 shares of restricted stock. The restrictions on those shares lapse
annually as to one twelfth of those shares, commencing in 1994. As a
result of the lapsing of these restrictions, Mr. Karatz currently holds
50,000
6
<PAGE> 9
shares of Common Stock and Mr. Nafilyan holds 25,000 shares of Common stock
which were once subject to restrictions. Mr. Karatz also holds a total of 18,773
shares of restricted Common Stock which were earned pursuant to the
performance-based annual incentive compensation formula in Mr. Karatz'
employment agreement and which will vest, subject to certain conditions, on his
55th birthday if he is still employed by the Company at that time. Also included
are shares paid out under the Company's Unit Performance Program as follows: Mr.
Karatz 8,802; Mr. Barnard 3,409; Mr. Henn 4,401; Mr. Hollinger 2,201; Mr.
Nafilyan 6,818; Mr. Pachino 2,201; Mr. Praw 4,401 and Mr. Ray 2,201. The 8,802
shares of Common Stock awarded to Mr. Karatz in 1997 under the Company's Unit
Performance Program cannot be sold or otherwise transferred for one year from
the date of grant.
(5) Includes shares of Common Stock held in certain trusts as
follows: Mr. Henn holds 20,000 shares of Common Stock in a trust of which
he is co-trustee and has a contingent beneficial interest and over which
he shares voting and investment power; and Mr. Praw holds 8,522 shares of
Common Stock in a trust of which he is the sole trustee and sole
beneficiary and over which he exercises sole voting and investment power.
* * *
The Company will supplement this Prospectus from time to time to
include certain information concerning the security ownership of the
Selling Stockholders and the position, office or other material
relationship which a Selling Stockholder has had within the past three
years with the Company or any of its predecessors or affiliates.
PLAN OF DISTRIBUTION
The Company is registering the Shares on behalf of the Selling
Stockholders. All costs, expenses and fees in connection with the
registration of the Shares offered hereby will be borne by the Company.
Brokerage commissions and similar selling expenses, if any, attributable
to the sale of Shares will be borne by the Selling Stockholders (or their
donees or pledgees).
The purpose of the Prospectus is to permit the Selling Stockholders,
if they desire, to offer for sale and sell up to 4,650,568 shares of
Common Stock at such times and at such places as the Selling Stockholders
choose.
The decision to exercise options for Shares, or to sell any Shares,
is within the discretion of the holders thereof, subject generally to the
Company's policies affecting the timing and manner of sale of Common Stock
by its affiliates. There can be no assurance that any of the options will
be exercised or any shares will be sold by the Selling Stockholders.
Subsequent to exercise, if any, each Selling Stockholder is free to
offer and sell his or her Shares at such times, in such manner and at such
prices as he or she shall determine. The Selling Stockholders have
advised the Company that sales of Shares may be effected from time to time
in one or more types of transactions (which may include block
transactions) on the NYSE, in the over-the-counter market, in negotiated
transactions, through the writing of options on the Shares, through
settlement of short sales of Shares, or a combination of such methods of
sale, at market prices prevailing at the time of sale, or at negotiated
prices. Such transactions may or may not involve brokers or dealers. The
Selling Stockholders have advised the Company that they have not entered
into any agreements, understandings or arrangements with any underwriters
or broker-dealers regarding the sale of their securities, nor is there an
underwriter or coordinating broker acting in connection with the proposed
sale of the Shares by the Selling Stockholders.
7
<PAGE> 10
The Selling Stockholders may effect such transactions by selling
Stock directly to purchasers or to or through broker-dealers, which may
act as agents or principals. Such broker-dealers may receive compensation
in the form of discounts, concessions, or commissions from the Selling
Stock holders and/or the purchasers of Shares for whom such broker-dealers
may act as agents or to whom they sell as principal, or both (which
compensation as to a particular broker-dealer might be in excess of
customary commissions).
The Selling Stockholders and any broker-dealers that act in
connection with the sale of Shares might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any
commissions received by such broker-dealers and any profit on the resale
of the Shares sold by them while acting as principals might be deemed to
be underwriting discounts or commissions under the Securities Act. The
Selling Stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the
Shares against certain liabilities including liabilities arising under the
Securities Act.
Because Selling Stockholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, the Selling
Stockholders will be subject to the prospectus delivery requirements of
the Securities Act, which may include delivery through the facilities of
the NYSE pursuant to Rule 153 under the Securities Act.
The Company has informed the Selling Stockholders that the
anti-manipulative provisions of Regulation M promulgated under the
Exchange Act may apply to their sales in the market.
Selling Stockholders also may resell all or a portion of the Shares
in open market transactions in reliance upon Rule 144 under the Securities
Act, provided they meet the criteria and conform to the requirements of
such Rule.
EXPERTS
The consolidated financial statements of Kaufman and Broad Home
Corporation incorporated by reference in Kaufman and Broad Home Corporation's
Annual Report (Form 10-K) for the year ended November 30, 1997, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given upon the authority of such firm as experts in accounting and auditing.
8
<PAGE> 11
<TABLE>
<S> <C>
- ---------------------------------- ---------------------------------
NO DEALER, SALESMAN OR ANY
OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER
THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY
SELLING STOCKHOLDER. NEITHER
THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES,
IMPLY THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE
COMPANY OR THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE AS OF
WHICH SUCH INFORMATION IS
GIVEN. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF ANY OFFER TO
BUY ANY OF THE SECURITIES ....
OFFERED HEREBY TO ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER
OR SOLICITATION IS NOT 4,650,568
AUTHORIZED OR IN WHICH THE SHARES
PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO
DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. OFFERED HEREBY TO KAUFMAN AND BROAD
ANY PERSON IN ANY JURISDICTION HOME CORPORATION
IN WHICH IT IS UNLAWFUL TO MAKE
SUCH AN OFFER OR SOLICITATION.
-----------------
COMMON STOCK
TABLE OF CONTENTS
--------------
Page
---- PROSPECTUS
Available Information....... 2 --------------
Private Securities Litigation
Reform Act Safe
Harbor Statement.......... 3
Business.................... 3
Incorporation of Certain
Documents by Reference.... 4
Use of Proceeds............. 5
Selling Stockholders........ 5
Plan of Distribution........ 7 APRIL 3, 1998
Experts..................... 8
================================== =================================
</TABLE>
<PAGE> 12
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 is filed by Kaufman and Broad
Home Corporation, a Delaware Corporation (the "Registrant"), relating to
1,000,000 shares of the Registrant's Common Stock, par value $1.00 per share
(the "Common Stock"), to be offered and sold under the Kaufman and Broad Home
Corporation Performance-Based Incentive Plan for Senior Management (the
"Incentive Plan"), and 1,900,000 shares of the Registrant's Common Stock, to be
offered and sold under the Kaufman and Broad Home Corporation 1998 Stock
Incentive Plan (the "1998 Plan").
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed with the Securities
and Exchange Commission (the "Commission") are hereby incorporated in this
Registration Statement by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
November 30, 1997, filed on February 27, 1998;
(2) The description of the Common Stock set forth in the Registrant's
registration statement on Form 8-A, filed with the Commission on June
30, 1986, File No. 001-09195, together with any amendment or report
filed with the Commission for the purpose of updating such
description.
(3) All reports and other documents filed by the Registrant since the end
of the fiscal year covered by the Registant's document referred to in
paragraph (1) above pursuant to Sections 13(a) and (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 hereunder have been sold or
which deregisters all such securities
1
<PAGE> 13
then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date
of filing of such reports and documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the validity of the Common Stock
registered hereby have been passed upon for the Registrant by Kimberly N. King,
Corporate Secretary and Associate Counsel of the Registrant. Ms. King is
employed by the Registrant, and is not currently a participant in the Incentive
Plan or the 1998 Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
such person serving in any such capacity who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor, against
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action or suit if he acted in
good faith in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of Chancery or such other court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and
2
<PAGE> 14
reasonably entitled to indemnification for such expenses which the Court of
Chancery or such other court shall deem proper.
Article 6(d) of the Registrant's Certificate of Incorporation provides
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 by reason
of the fact that such person is or was a director, officer, employee or agent
of the Registrant shall be indemnified and held harmless by the Registrant to
the full extent permitted by the General Corporation Law of Delaware against
all expenses, liability and loss (including without limitation attorney's fees,
judgments, fines and amounts paid in settlement) reasonably incurred by such
person in connection therewith. The rights conferred by Article 6(d) are
contractual rights and include the right to be paid by the Registrant the
expenses incurred in defending such action, suit or proceeding in advance of
the final disposition thereof.
Article 6(c) of the Registrant's Certificate of Incorporation provides
that the Registrant's directors will not be personally liable to the Registrant
or its stockholders for monetary damages resulting from breaches of their
fiduciary duty as directors except (i) for any breach of the duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law, which makes directors
liable for unlawful dividends or unlawful stock redemptions or (iv) for
transactions from which directors derive an improper personal benefit.
The Registrant has purchased directors' and officers' liability
insurance policies which insure against certain liabilities incurred by
directors and officers of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
5 Opinion of Kimberly N. King, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kimberly N. King, Esq. (filed as part of
Exhibit 5).
24 Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
3
<PAGE> 15
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act");
(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. 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 and 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 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(b) That, for the purpose of determining any liability
under the Securities 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the 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.
(3) Insofar as indemnification for liabilities arising under the
Securities 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 Securities and
4
<PAGE> 16
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.
5
<PAGE> 17
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 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 Los Angeles, California, on this 2nd day of April, 1998.
KAUFMAN AND BROAD HOME CORPORATION
By: /s/ Michael F. Henn
-------------------------------
Michael F. Henn
Senior Vice President and
Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael F. Henn, Barton P. Pachino and
Kimberly N. King, and each of them, his or her true and lawful attorney-in-fact
and agent, with full power of substitution, for him or her in his or her name,
and in any and all capacities, to sign all amendments (including post-effective
amendments) to the Registration Statement to which this power of attorney is
attached and all subsequently filed registration statements including any
amendments thereto, for the same offerings that are to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, and to file all such
amendments, registration statements and all exhibits to them and other
documents to be filed in connection with them, with the Securities and Exchange
Commission.
<PAGE> 18
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bruce Karatz Chairman of the Board, Chief April 2, 1998
- ---------------------------------------- Executive Officer and President
Bruce Karatz (Principal Executive Officer)
/s/ Michael F. Henn Senior Vice President and Chief April 2, 1998
- ---------------------------------------- Financial Officer
Michael F. Henn (Principal Financial and Accounting
Officer)
/s/ Steve Bartlett Director April 2, 1998
- ----------------------------------------
Steve Bartlett
/s/ Ronald W. Burkle Director April 2, 1998
- ----------------------------------------
Ronald W. Burkle
/s/ Jane Evans Director April 2, 1998
- ----------------------------------------
Jane Evans
/s/ Ray R. Irani Director April 2, 1998
- ----------------------------------------
Ray R. Irani
/s/ James A. Johnson Director April 2, 1998
- ----------------------------------------
James A. Johnson
/s/ Guy Nafilyan Director April 2, 1998
- ----------------------------------------
Guy Nafilyan
/s/ Luis G. Nogales Director April 2, 1998
- ----------------------------------------
Luis G. Nogales
/s/ Charles R. Rinehart Director April 2, 1998
- ----------------------------------------
Charles R. Rinehart
/s/ Sanford C. Sigoloff Director April 2, 1998
- ----------------------------------------
Sanford C. Sigoloff
</TABLE>
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Sequentially
- --------- -------------------------------------------------------------------- ------------------
Number Numbered Page
- ------ -------------
<S> <C>
5 Opinion of Kimberly N. King, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kimberly N. King, Esq. (filed as part
of Exhibit 5).
24 Power of Attorney (included on signature page)
</TABLE>
<PAGE> 1
EXHIBIT 5
April 2, 1998
The Board of Directors
Kaufman and Broad Home Corporation
10990 Wilshire Boulevard
Los Angeles, California 90024
Re: Registration Statement on Form S-8
Dear Sirs:
I refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), on behalf of Kaufman
and Broad Home Corporation (the "Company"), relating to 2,900,000 shares of the
Company's Common Stock, par value $1.00 per share (the "Shares"), 1,000,000 of
which are to be issued pursuant to the Company's Performance-Based Incentive
Plan for Senior Management (the "Incentive Plan"), and 1,900,000 of which are
to be issued pursuant to the Company's 1998 Stock Incentive Plan (the "1998
Plan").
As counsel for the Company, I have examined such corporate records,
other documents and such questions of law as I have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in my opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares
pursuant to the Incentive Plan and the 1998 Plan and that the Shares being
registered pursuant to the Registration Statement, when issued and paid for in
accordance with the terms of the Plan, will be duly authorized, validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my name under the headings
"Legal Matters" and "Interests of Named Experts and Counsel" in the
Registration Statement. This consent is not to be construed as an
admission that I am a person whose consent is to be filed with the Registration
Statement under the provisions of the Securities Act.
Very truly yours,
Kimberly N. King,
Corporate Secretary and
Associate Counsel
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 to be filed on or about April 2, 1998) pertaining to the
Company's Performance-Based Incentive Plan for Senior Management and the
Company's 1998 Stock Incentive Plan of our report dated January 2, 1998, with
respect to the consolidated financial statements of Kaufman and Broad Home
Corporation included in the Annual Report (Form 10-K) for the year ended
November 30, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Los Angeles, California
April 2, 1998
