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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KAUFMAN AND BROAD HOME CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
Delaware 95-3666267
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
10990 Wilshire Boulevard, Los Angeles, California 90024
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. /X/ box. / /
Securities Act registration statement file number to which this form
relates: N/A
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of Each Class Name of Bank Exchange on Which Each
to be so Registered Class is to be Registered
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Rights to Purchase Series A New York Stock Exchange
Participating Cumulative Preferred
Stock
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Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On February 4, 1999 the Board of Directors of Kaufman and Broad
Home Corporation (the "Company") declared a dividend of one preferred stock
purchase right (a "Right") for each share of common stock of the Company, par
value $1.00 per share (the "Common Stock") and each share of Special Common
Stock of the Company, par value $1.00 per share (the "Special Common Stock";
together with the Common Stock, the "Voting Stock"). No shares of Special
Common Stock are currently outstanding. The dividend will be issued to
stockholders of record as of the close of business on March 5, 1999. Rights
will be issued with Voting Stock issued after March 5, 1999 and before the
Distribution Date (as defined below). Each Right represents the right to
purchase one one-hundredth (1/100th) of a share of Series A Participating
Cumulative Preferred Stock ("Preferred Stock") of the Company at a price of
$135.00 (as the same may be adjusted, the "Exercise Price"). The description
and terms of the Rights are set forth in a Rights Agreement (as the same may
be amended from time to time, the "Rights Agreement") dated as of February 4,
1999, between the Company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (the "Rights Agent"). The Rights replace the Preferred Stock
purchase rights issued in 1989 under the Company's Rights Agreement dated
February 21, 1989, which will expire on March 7, 1999.
In connection with adopting the Rights Agreement, the Board of Directors
of the Company also directed its Nominating and Corporate Governance
Committee, which consists solely of independent directors, to conduct a
regular review of the Rights Agreement and its effect on the best interests
of the Company and its shareholders at least every three years.
The summary description of the Rights set out below does not purport to
be complete, and is qualified in its entirety by reference to the Rights
Agreement, which is filed as an exhibit to this report and is hereby
incorporated herein by reference.
The Rights will be evidenced by certificates for the Voting Stock until
the earlier to occur of (i) 10 days following a public announcement that a
person or group of affiliated or associated persons (with certain exceptions,
an "Acquiring Person") has acquired beneficial ownership of Voting Stock
entitled to 15% or more of the votes entitled to be cast by all of the
outstanding shares of Voting Stock or (ii) 10 business days following the
commencement of a tender offer or exchange offer the consummation of which
would result in person or group of affiliated or associated persons becoming
an Acquiring Person (the earlier of such dates being called the "Distribution
Date").
On January 7, 1999, the Company acquired substantially all of the
homebuilding assets of the Lewis Homes group of companies. As partial
consideration for the acquisition, the Company issued 7,886,686 shares of
Common Stock to certain members of the Lewis family, a former officer of
Lewis Homes and entities controlled by them (the "Lewis Holders"). As a
result, the Lewis Holders currently hold in the aggregate approximately 16.5%
of the outstanding Voting Stock. Accordingly, the Rights Agreement provides
that the Lewis
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Holders (and certain permitted transferees) will not become Acquiring Persons
as a result of the holdings of or acquisitions by any of the Lewis Holders,
so long as their aggregate ownership remains below 17% of the outstanding
Voting Stock. In the event the aggregate ownership of the Lewis Holders falls
below 15.5% of the outstanding shares of Voting Stock, the Lewis Holders
exempted percentage will become 16% of the outstanding shares of the Voting
Stock. In the event the aggregate ownership of the Lewis Holders falls below
14.5% of the outstanding shares of the Voting Stock, the Lewis Holders'
exemption will terminate.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights): (i) the Rights will be
transferred only with the Voting Stock; (ii) Voting Stock certificates will
contain a notation referencing the Rights and Rights Agreement (the notation
on already outstanding Voting Stock certificates referring to the Company's
prior Rights Agreement will be deemed to refer to the new Rights); and (iii)
the surrender for transfer of any certificates for shares of Voting Stock
will also constitute the transfer of the Rights associated with the shares of
Voting Stock represented by such certificates. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Voting
Stock as of the close of business on the Distribution Date and thereafter
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on March 5, 2009 (the "Final Expiration Date"), unless the Rights
are earlier redeemed or exchanged by the Company, in each case as described
below.
The Exercise Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution, for example, in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Voting Stock.
If any person or group of affiliated or associated persons becomes an
Acquiring Person, each holder of a Right (other than Rights beneficially
owned by the Acquiring Person, which become void) will have the right to
receive, upon exercise and payment of the then current Exercise Price, that
number of shares of Preferred Stock having a market value of two times the
Exercise Price.
If, after a person or group has become an Acquiring Person, the Company
is acquired in a merger or other business combination transaction, or 50% or
more of its consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right (other than the Acquiring Person,
whose Rights will become void) will thereafter have the right to receive,
upon exercise at the then current Exercise Price, that number of shares of
common stock of the person with whom the Company has engaged in the foregoing
transaction (or its parent), which at the time of such transaction will have
a market value of two times the Exercise Price.
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In lieu of exercise, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by the Acquiring Person, which become
void), in whole or in part, for shares of Voting Stock at an exchange ratio
of one share of Voting Stock per Right (as appropriately adjusted to reflect
changes in the Voting Stock after the date of the Rights Agreement).
No fractional shares of Preferred Stock will be issued, other than
fractions which are integral multiples of one hundredths of a share, which
may, at the election of the Company, be evidenced by depositary receipts. In
lieu of any other fractional interest, an adjustment in cash will be made
based on the market price of the Preferred Stock.
At any time prior to ten days after an Acquiring Person becomes such (or
such later date as the Board of Directors of the Company may determine), the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.005 per Right, subject to adjustment (the "Redemption
Price"). The redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors of the Company
may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price. The Rights may be amended by
the Company to the extent and on the conditions set forth in the Rights
Agreement.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights have effects that will render difficult an acquisition of the
Company without the approval of the Company's Board of Directors. The Rights
will cause substantial dilution to a person or group of affiliated or
associated persons that attempts to acquire the Company without conditioning
the offer on substantially all the Rights being acquired. The Rights will
not interfere with any merger or other business combination approved by the
Board of Directors of the Company because the Board of Directors may, at its
option, at any time prior to a person or group becoming an Acquiring Person,
redeem the then outstanding Rights at the Redemption Price.
ITEM 2. EXHIBITS
2.1 Rights Agreement, dated as of February 4, 1999, by and between Kaufman
and Broad Home Corporation and ChaseMellon Shareholder Services LLC, as
Rights Agent, (incorporated by reference from Exhibit 4.1 of the Form 8-K
filed by the Company on February 12, 1999).
2.2 Certificate of Amendment to Certificate of Designation of Series A
Participating Cumulative Preferred Stock of Kaufman and Broad Home
Corporation, dated February 17,
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1999, to become effective March 5, 1999, and filed with the Secretary of
State of Delaware on the date hereof.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned hereunto duly
authorized.
Kaufman and Broad Home Corporation
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(Registrant)
By:
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Kimberly King
Corporate Secretary and
Corporate Counsel
Date: February 19, 1999
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CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF DESIGNATION
OF
SERIES A PARTICIPATING
CUMULATIVE PREFERRED STOCK
OF
KAUFMAN AND BROAD HOME CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the
State of Delaware
We, William R. Hollinger, Vice President, and Kimberly N. King,
Corporate Secretary and Corporate Counsel, of Kaufman and Broad Home Corporation
(the "Corporation"), organized and existing under the General Corporation Law
of the State of Delaware, in accordance with the provisions of Sections 103 and
151 thereof, DO HEREBY CERTIFY:
FIRST, on January 11, 1989, pursuant to the authority conferred upon
the Board of Directors by Article FOURTH of the Amended Certificate of
Incorporation of the Corporation, the Board of Directors adopted resolutions
authorizing the creation of a series of up to 1,600,000 shares of Preferred
Stock designated as Series A Participating Cumulative Preferred Stock
("Preferred Stock").
SECOND, on February 4, 1999, pursuant to the authority conferred
upon the Board of Directors by Article FOURTH of the Amended Certificate of
Incorporation of the Corporation and pursuant to Section 151(g) of the
Delaware General Corporation Law, the Board of Directors of the Corporation
adopted the following resolution:
RESOLVED, that pursuant to the authority granted to this Board of
Directors in accordance with the provisions of this corporation's certificate
of incorporation, this Board of Directors hereby amends the Certificate of
Designation of the Preferred Shares to amend the definition of "Rights
Declaration Date" in Section 3, DIVIDENDS AND DISTRIBUTIONS, subsection (A),
to mean March 5, 1999.
THIRD, no shares of the Preferred Stock have been issued.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to Certificate of Designation to be signed in its name and on its
behalf on this 17th day of February, 1999, which Certificate of Amendment to
Certificate of Designation shall become effective March 5, 1999, by an
officer of the Corporation who acknowledges that this Certificate of
Amendment to Certificate of Designation is the act of the Corporation and
that to the best of his knowledge, information and belief and under penalties
for perjury, the facts
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contained in this Certificate of Amendment to Certificate of Designation with
respect to authorization and approval thereof are true in all material
respects.
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William R. Hollinger
Vice President and Controller
Attest:
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Kimberly N. King
Corporate Secretary and
Corporate Counsel
