SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
KAUFMAN AND BROAD HOME CORPORATION
----------------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
486168107
---------
(CUSIP Number)
Randall W. Lewis
1156 N. Mountain Ave.
Upland, California 91785
(909) 985-0971
---------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 21, 2000
-------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e),13d-1(f) or 13d-1(g), check the following box: [ ]
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 486168107 Schedule 13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Randall W. Lewis
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<*> (a)[X ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER<*>
900,869
8 SHARED VOTING POWER*
-0-
9 SOLE DISPOSITIVE POWER*
900,869
10 SHARED DISPOSITIVE POWER*
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON<*>
900,869
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11<*>
2.0%
14 TYPE OF REPORTING PERSON
IN
<*> SEE ITEM 5 OF TEXT BELOW
<PAGE>
CUSIP NO. 486168107 Schedule 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
LH Whitney, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<*> (a) [X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER<*>
765,945
8 SHARED VOTING POWER<*>
0
9 SOLE DISPOSITIVE POWER<*>
765,945
10 SHARED DISPOSITIVE POWER<*>
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON <*>
765,945
12 CHECK BOX IF THE AGGREGATE AMOUNT N ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11<*>
1.7*
14 TYPE OF REPORTING PERSON
CO
<*> SEE ITEM 5 OF TEXT BELOW
<PAGE>
CUSIP NO. 486168107 Schedule 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Gitan Enterprises, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<*> (a) [X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER<*>
24,613
8 SHARED VOTING POWER<*>
0
9 SOLE DISPOSITIVE POWER<*>
24,613
10 SHARED DISPOSITIVE POWER<*>
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON<*>
24,613
12 CHECK BOX IF THE AGGREGATE AMOUNT N ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11<*>
0.06%
14 TYPE OF REPORTING PERSON
CO
<*> SEE ITEM 5 OF TEXT BELOW
<PAGE>
CUSIP NO. 486168107 Schedule 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
LHE Platte, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<*> (a) [X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER<*>
0
8 SHARED VOTING POWER<*>
0
9 SOLE DISPOSITIVE POWER<*>
0
10 SHARED DISPOSITIVE POWER<*>
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON <*>
0
12 CHECK BOX IF THE AGGREGATE AMOUNT N ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11<*>
0
14 TYPE OF REPORTING PERSON
CO
<*> SEE ITEM 5 OF TEXT BELOW
<PAGE>
CUSIP NO. 486168107 Schedule 13D
This Amendment No. 1 to Schedule 13D relates to the Common
Stock issued by Kaufman and Broad Home Corporation (the "Company")
and is being filed pursuant to Rule 13d-2 under the Securities
Exchange Act of 1934, as amended. This Amendment No. 1 amends
and supplements the following items:
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby supplemented by adding the following:
On September 21, 2000, Whitney, Platte and certain
other shareholders of the Company entered into a Stock Purchase
Agreement with the Company (the "Stock Purchase Agreement")
pursuant to which, among other things, (i) Whitney sold 1,134,055
shares of Common Stock of the Company to the Company for
$7,371,357.50 in cash and a Promissory Note in the principal
amount of $22,114,072.50, and (ii) Platte sold 400,000 shares
of the Common Stock of the Company to the Company for $2,600,000
in cash and a Promissory Note in the principal amount of
$7,800,000.
The Stock Purchase Agreement also amended the Shareholder
Agreement to provide that the agreement regarding voting of the
Common Stock of the Company will terminate on the earliest to
occur of (a) the aggregate beneficial ownership (as defined
under Section 13(d) of the Securities Exchange Act of 1934,
as amended) of Common Stock by the Shareholders who are
parties to the Shareholder Agreement becomes less than
2,000,000 shares, (b) the Board of Directors of
the Company does not nominate the Shareholders' designee for
election at the 2000 annual meeting or a subsequent annual meeting
at which directors of the designee's class are nominated for
election, (c) the currently incumbent chief executive officer of
the Company as of September 21, 2000 ceases to hold the office of
chief executive officer, or (d) December 1, 2003.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety to
read as follows:
Mr. Lewis beneficially owns 900,869 shares, equal to
approximately 2.0% of the outstanding shares of the Common Stock
of the Company, of which 110,311 shares are held of record by Mr.
Lewis (0.25%), 765,945 shares are held of record by Whitney (1.7%),
and 24,613 shares are held of record by Gitan (0.06%). Except as
set forth in the Shareholder Agreement, Mr. Lewis exercises sole
voting power and sole dispositive power over all of the shares
owned of record by Mr. Lewis, Whitney and Gitan. Except as
otherwise described herein and under Item 4 hereof, none of
Mr. Lewis, Whitney or Gitan has acquired or disposed of any
of the Company's Common Stock during the past 60 days.
<PAGE>
CUSIP NO. 486168107 Schedule 13D
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The first paragraph of Item 6 is hereby amended
in its entirety to read as follows:
See Item 4 for a description of the Purchase Agreement,
the Shareholder Agreement and the Stock Purchase Agreement,
which are incorporated herein by reference. Certain identified
Shareholders (including Mr. Lewis, Whitney and Gitan) and the
Company have entered into a Registration Rights Agreement, dated
as of January 7, 1999 (the "Registration Rights Agreement"),
pursuant to which the Shareholders are entitled to certain
"demand registration rights" with respect to their shares of
the Company Common Stock. As amended by the Stock Purchase
Agreement, the Registration Rights Agreement provides that
the Company will not be obligated to file a registration
statement relating to a demand registration request: (1) sooner
than January 1, 2002 (except that the Company will be obligated
to file a registration statement if the request for the
registration statement is with respect to shares of the
Company Common Stock held by or on behalf of the estate of a
deceased Shareholder); (2) for an aggregate of more than 2,000,000
shares of Common Stock during the six-month period commencing
January 1, 2002 (the "Demand Period"); (3) more than once in
the Demand Period; or (4) if such registration request
is for a number of securities which have an aggregate market
value less than $10 million. The Registration Right Agreement
also grants the Shareholders certain "piggyback registration
rights" at any time prior to July 1, 2002, subject to certain
exceptions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibit is attached to this
Amendment No.1 to Schedule 13D:
Exhibit 1 Stock Purchase Agreement, dated September 21, 2000, by
and among the Company and the other signatories listed
on the signature page thereto.
CUSIP NO. 486168107 Schedule 13D
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: September 26, 2000 /S/ Randall W. Lewis
-------------------------------
Randall W. Lewis
LH WHITNEY, LLC
By: /s/ Randall W. Lewis
-------------------------------
Randall W. Lewis, its member
GITAN ENTERPRISES, INC.
By: /s/ Randall W. Lewis
-------------------------------
Randall W. Lewis,
President
