Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
CONTINENTAL HOMES HOLDING CORP.
----------------------------------------
(Name of Registrant as Specified in Its Charter)
KENDA GONZALES
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-1l(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
CONTINENTAL HOMES HOLDING CORP.
7001 N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253
(602) 483-0006
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held
August 30, 1995
To our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders
to be held on August 30, 1995, at 9:00 A.M. (Phoenix time) at the Company's
executive offices located at 7001 N. Scottsdale Road, Suite 2050, Scottsdale,
Arizona 85253, for the following purposes:
(1) To elect seven directors; and
(2) To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of Common Stock of record at the close of business of June
26, 1995 will be entitled to receive notice of and to vote at the meeting or at
any adjournment thereof.
By Order of the Board of Directors
Kenda B. Gonzales
Secretary
Scottsdale, Arizona
July 24, 1995
Whether or not you intend to be present at the meeting, please date and
sign the enclosed proxy card and mail it promptly in the enclosed postage-paid,
addressed envelope.
<PAGE>
PROXY STATEMENT
The Annual Meeting of Stockholders of Continental Homes Holding Corp.
(the "Company") will be held at the Company's executive offices located at 7001
N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253, on August 30, 1995 at
9:00 A.M. (Phoenix time) for the purposes set forth in the foregoing notice of
meeting. The accompanying form of proxy for use at the meeting and at any
adjournments thereof is solicited by the Board of Directors of the Company. Any
proxy may be revoked by the stockholder by written notice to the Secretary of
the Company, if such notice is actually received by her before such proxy is
exercised, or by attending and voting at the meeting in person.
A plurality of the shares held by persons present at the meeting in
person or by proxy is required for the election of directors. Abstentions and
votes withheld by brokers in the absence of instructions from street-name
holders (broker non-votes) have the same effect as votes cast against a
particular proposal.
Proxies in the accompanying form which are properly executed by
stockholders, duly returned to the Company and not revoked will be voted in the
manner indicated below. This proxy statement and the accompanying proxy are
being mailed to stockholders on or about July 24, 1995.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the close of business on June 26, 1995, the record date for the
meeting, the Company had 6,925,020 shares of its common stock, par value $.01
per share (the "Common Shares") outstanding and entitled to vote at the meeting.
Each Common Share will be entitled to one vote on each matter presented at the
meeting. The presence in person or by proxy of a majority of Common Shares
entitled to vote at the meeting shall constitute a quorum.
The following table sets forth certain information as of the close of
business on June 30, 1995 concerning (i) the beneficial ownership of the Common
Shares by each director, nominee for director and named executive officer and by
all directors and executive officers of the Company as a group and (ii) each
person who, to the knowledge of the Company, is the beneficial owner of more
than 5% of the Common Shares. Beneficial ownership has been determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, and does not necessarily bear on the economic incidence of ownership or
the right to transfer such shares.
Number of Percent
Common Shares of
Name and Address Beneficially Common
of Beneficial Owner (1) Owned Shares
----------------------- ------------- -------
Donald R. Loback 547,850 7.8%
Kathleen R. and Robert J. Wade (2) 625,350 8.9%
W. Thomas Hickcox 35,945(3) *
Bradley S. Anderson 200 *
Jo Ann Rudd 0 *
William Steinberg 500 *
Timothy C. Westfall 13,250(4) *
Directors and officers as a group
(12 persons) 1,317,861(5) 18.8%
Wellington Management Company (6) 867,478 12.4%
Vanguard/Windsor Fund, Inc. (7) 688,500 9.8%
First Union Corporation (8) 616,768 8.8%
*Denotes less than 1% of outstanding Common Shares
(1) Except as set forth in Notes 6 through 8, the address for each
beneficial owner is c/o Continental Homes Holding Corp., 7001 N.
Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253.
(2) Kathleen R. Wade and Robert J. Wade are wife and husband and hold the
shares as joint tenants under the Wade Family Revocable Trust I.
(3) Includes options to purchase 22,445 Common Shares granted under the
Amended and Restated 1988 Stock Incentive Plan and the Restated 1986
Stock Incentive Plan.
(4) Includes options to purchase 13,250 Common Shares granted under the
Amended and Restated 1988 Stock Incentive Plan and the Restated 1986
Stock Incentive Plan.
(5) Includes options to purchase 93,335 Common Shares granted under the
Amended and Restated 1988 Stock Incentive Plan and the Restated 1986
Stock Incentive Plan.
(6) As reflected in Schedule 13-G dated January 24, 1995 filed by
Wellington Management Company. Their address is 75 State Street,
Boston, Massachusetts 02109.
(7) As reflected in Schedule 13-G dated February 10, 1995 filed by
Vanguard/Windsor Fund, Inc. Their address is Post Office Box 2600,
Valley Forge, Pennsylvania, 19482-2600.
(8) As reflected in Schedule 13-G dated February 13, 1995 filed by First
Union Corporation. Their address is One First Union Center, Charlotte,
North Carolina, 28288.
PROPOSAL ONE
ELECTION OF DIRECTORS
All directors (seven in number) are proposed to be elected to hold
office until the next Annual Meeting of Stockholders and until the election and
qualification of their successors. All nominees are currently members of the
Board. The proxies solicited hereby, unless directed to the contrary, will be
voted for the seven persons named below.
Management has no reason to believe that any nominee will be unable or
unwilling to serve as a director, but if for any reason any of those persons
should not be available or able to serve, the accompanying proxy will be voted
in accordance with the best judgement of the persons acting thereunder.
The following information is furnished with respect to each nominee.
Name, Age and Year Position with the Company, Present Principal
in which First Occupation, Principal Occupations During the
Elected as a Director Last Five Years and Other Directorships
- --------------------- --------------------------------------------
Donald R. Loback Co-Chief Executive Officer of the Company.
43 (1985)
Kathleen R. Wade Co-Chief Executive Officer of the Company.
42 (1985) Ms. Wade is also a Director of Inter-tel
Incorporated. Ms. Wade is the wife of Robert
J. Wade.
Robert J. Wade President of the Company and Continental Homes
46 (1985) Inc., a subsidiary of the Company ("CHI"). Mr.
Wade is the husband of Kathleen R. Wade.
W. Thomas Hickcox Chief Operating Officer of the Company since
42 (1992) December 1994, Senior Vice President of CHI
since May 1991 and he was Vice President of
Sales and Marketing of CHI from May 1985 to
May 1991.
Bradley S. Anderson Senior Associate, Commercial Properties
34 (1993) Division of CB Commercial Real Estate Group,
Inc., a real estate brokerage company in
Scottsdale, Arizona since January 1987.
Jo Ann Rudd Owner/President of the accounting firm of Jo
50 (1992) Ann Rudd CPA, P.C. in Phoenix, Arizona since
April 1986.
William Steinberg Vice President, AMB Institutional Realty
40 (1992) Advisors, Inc., a pension fund advisor in
Boston, Massachusetts since August 1994.
President and Founder of Saxe Investments, a
real estate services and consulting company in
Scottsdale, Arizona from February 1993 through
July 1994. From August 1988 through February
1993 he was a Partner/Principal of Trammell
Crow Company, a real estate development company
in Phoenix, Arizona. From August 1988 to June
1991 Mr. Steinberg held a 2.8% general
partnership interest in Two Renaissance Square
Associates Limited Partnership, whose only
asset is a commercial office building in
Phoenix, Arizona. On August 20, 1991, the
partnership filed for protection from its
creditors under Chapter 11 of the United States
Bankruptcy Code.
During fiscal 1995, the Board of Directors had the following committees:
The Audit Committee is composed of Bradley S. Anderson, Jo Ann Rudd and
William Steinberg. The function of the Audit Committee is to review the
Company's internal controls, its financial reporting and the scope and results
of the audit engagement. It meets with appropriate Company financial personnel
and independent public accountants in connection with these reviews. The
Committee also recommends to the Board the appointment of the independent public
accountants, who have access to the Committee at any time.
In fiscal 1995 one Audit Committee meeting was held.
The Compensation Committee is composed of Bradley S. Anderson, Jo Ann
Rudd and William Steinberg. The function of the Compensation Committee is to
establish the amount and form of compensation awarded to Messrs. Loback and Wade
and Ms. Wade, including salary, bonuses and stock option awards, and to monitor
compensation to the other executive officers of the Company. In fiscal 1995, two
Compensation Committee meetings were held.
The Stock Incentive Committee and Incentive Compensation Committee are
comprised of Donald R. Loback, Kathleen R. Wade and Robert J. Wade. The function
of the Stock Incentive and Incentive Compensation Committees is to administer
the Company's Amended and Restated 1988 Stock Incentive Plan and Restated 1986
Stock Incentive Plan, respectively (except with respect to Mr. Loback and Mr.
and Mrs. Wade). During fiscal 1995, the Stock Incentive Committee held three
meetings and the Incentive Compensation Committee held no meetings.
The Board of Directors does not have a nominating committee.
During fiscal 1995, the Board of Directors had a total of three
meetings. All of the directors attended more than 75% of the meetings of the
Board of Directors and meetings of each of the Committees on which they served.
In fiscal 1995 each director who is not an employee was paid an annual fee of
$7,500 and an additional $500 for each Board and Committee meeting attended. In
fiscal 1996 each non-employee director will be paid an annual fee of $7,500 and
$500 for each Board and Committee meeting attended.
EXECUTIVE OFFICERS
The following information is furnished with respect to executive
officers of the Company who are not nominees to serve on the Board of Directors.
Position with the Company and
Principal Occupations During
Name and Age the Last Five Years
------------ -----------------------------
Kenda B. Gonzales Chief Financial Officer of the Company and
37 Treasurer and Secretary of the Company,
Financial Vice President of CHI.
Leroy Gene Kirtley Vice President of Construction of CHI.
61
Curtis H. Nelson Vice President of Land Acquisition of CHI since
35 April, 1992. Prior to that time, Mr. Nelson held
various construction-related positions with CHI.
Robert B. Ryan Vice President of Management Information Systems
38 of the Company.
Timothy C. Westfall Vice President and General Counsel.
49
Summary Compensation Table
The following table sets forth the annual compensation, long-term
compensation and all other compensation for the last three fiscal years for the
Company's Co-Chief Executive Officers and the three next most highly compensated
executive officers (the "Named Officers").
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Annual Compensation Compensation
Other Awards
Name and Principal Fiscal Salary Bonus Annual Options All Other
Position Year $ $ Compensation(1) # Compensation(2)
- ----------------------- ------ --------- -------- --------------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Donald R. Loback 1995 $200,000 $100,000 $ -- -0- $ 4,415
Co-Chief Executive 1994 200,000 92,429 -- -0- 4,398
Officer 1993 200,000 97,193 -- -0- 2,861
Kathleen R. Wade 1995 200,000 100,000 -- -0- 4,074
Co-Chief Executive 1994 200,000 83,714 -- -0- 4,202
Officer 1993 200,000 86,096 -- -0- 2,861
Robert J. Wade 1995 200,000 100,000 -- -0- 4,453
President 1994 200,000 83,714 -- -0- 4,518
1993 200,000 86,096 -- -0- 3,051
W. Thomas Hickcox 1995 192,308 125,000 -- 5,000 4,307
Chief Operating 1994 178,462 81,890 -- 4,000 3,399
Officer 1993 163,462 58,876 -- 7,500 2,408
Timothy C. Westfall 1995 148,385 50,000 -- 3,000 4,409
Vice President and 1994 141,616 30,000 -- 3,000 3,912
General Counsel 1993 135,962 25,000 -- 6,000 2,957
(1) The amount of perquisites and other personal benefits received by each
of the Named Officers for fiscal 1995 does not exceed the lesser of
$50,000 or 10 percent of the total annual salary and bonus for the
year.
(2) Includes Company contributions to the Company's 401(K) retirement plan
and premiums and administrative service fees paid by the Company under
the executive split dollar life insurance program. The Company is
entitled to recover the premiums and administrative service fees from
any amounts paid by the insurer on such split dollar life policies and
has retained a collateral interest in each policy to the extent of the
premiums and administrative service fees paid with respect to such
policy. The following table sets forth the value of all other
compensation :
</TABLE>
<TABLE>
<CAPTION>
D.R. K.R. R.J. W.T. T.C.
Loback Wade Wade Hickcox Westfall
------ ---- ---- ------- --------
<S> <C> <C> <C> <C> <C>
Fiscal 1995
401(K) Company Contribution $ 3,449 $ 3,234 $ 3,234 $ 3,396 $ 3,294
Economic Benefit of Split Dollar Plan 966 840 1,219 911 1,115
------- ------- ------- ------- -------
$ 4,415 $ 4,074 $ 4,453 $ 4,307 $ 4,409
======= ======= ======= ======= =======
Fiscal 1994
401(K) Company Contribution $ 3,433 $ 3,363 $ 3,363 $ 2,719 $ 2,981
Economic Benefit of Split Dollar Plan 965 839 1,155 680 931
------- ------- ------- ------- -------
$ 4,398 $ 4,202 $ 4,518 $ 3,399 $ 3,912
======= ======= ======= ======= =======
Fiscal 1993
401(K) Company Contribution $ 2,086 $ 2,086 $ 2,086 $ 1,779 $ 2,125
Economic Benefit of Split Dollar Plan 775 775 965 629 832
------- ------- ------- ------- -------
$ 2,861 $ 2,861 $ 3,051 $ 2,408 $ 2,957
======= ======= ======= ======= =======
</TABLE>
Option Grants in Last Fiscal Year
The following table sets forth information on option grants in fiscal
1995 to each of the Named Officers.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term
- ---------------------------------------------------------------------------------------------------------------
% of Total
Options
Granted to Exercise
Options Employees in Price Expiration
Name Granted # (1) Fiscal Year ($/Sh) Date 5% 10%
- ---------------- --------- ------------ -------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Donald R. Loback -0- -0- % $ -- -- $ -- $ --
Kathleen R. Wade -0- -0- -- -- -- --
Robert J. Wade -0- -0- -- -- -- --
W. Thomas Hickcox 5,000 10.9 13.75 06/08/04 43,237 109,570
Timothy C. Westfall 3,000 6.5 13.75 06/08/04 25,942 65,742
(1) All options granted are for Common Shares and are exercisable in
cumulative 25% installments commencing one year from the date of grant,
with full vesting occurring on the fourth anniversary date.
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values
The following table sets forth information on option exercises in
fiscal 1995 by each of the Named Officers and the value of such officers'
unexercised options at May 31, 1995.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Value of
Number of Unexercised
Unexercised In-The-Money
Options at Options at
Fiscal Year End (#) Fiscal Year End ($)
------------------------- -------------------------
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald R. Loback -0- $ -- -0- -0- $ -- $ --
Kathleen R. Wade -0- -- -0- -0- -- --
Robert J. Wade -0- -- -0- -0- -- --
W. Thomas Hickcox -0- -- 21,195 13,750 134,044 32,563
Timothy C. Westfall -0- -- 12,500 10,250 89,563 27,500
</TABLE>
Compensation Committee Report
The Compensation Committee of the Board of Directors is comprised of
three non-employee directors and is responsible for establishing the
compensation levels for Mr. Loback and Mrs. Wade (Co-Chief Executive Officers)
and Mr. Wade (President). The Committee is also responsible for reviewing and
monitoring, but not approving compensation to other executives of the Company.
The Company's executive compensation programs are intended to enable
the Company to attract, retain and reward highly qualified executives while
maintaining a strong and direct link between executive pay, the Company's
financial performance and return on stockholders' equity.
The Company has six Executive Officers excluding Mr. Loback and Mr. and
Mrs. Wade. Compensation for such executives is determined by Mr. Loback and Mr.
and Mrs. Wade. Commencing in fiscal 1994, such compensation levels were reviewed
by the Compensation Committee. It is recognized that management is most familiar
with the individual employees, with prevailing levels for compensation within
certain markets and other factors affecting compensation. However, Compensation
Committee review is to ensure that compensation decisions relative to executives
of the Company are made responsibly.
The Committee sets compensation for Mr. Loback and Mr. and Mrs. Wade.
As a result of the Company's financial performance, the Committee approved a
bonus of $100,000 each for fiscal 1995 to be paid in the first quarter of fiscal
1996 and approved the base salaries of $250,000 each for fiscal 1996. As a part
of the decision making process, the Committee reviewed prior years compensation
of Chief Executive Officers and Presidents of selected homebuilding companies
deemed comparable to the Company, noting that during the periods compensation
paid to comparable officers had been substantially in excess of the compensation
paid to Mr. Loback and Mr. and Mrs. Wade.
The only long-term incentive plans maintained by the Company are the
stock option plans. The compensation of the executive officers consists
principally of salary, annual bonus and income and potential gain from stock
options. Mr. Loback and Mr. and Mrs. Wade have never been granted stock options
under any of the Company's stock option plans, however they are eligible to
receive such grants. The perquisites and other benefits received by executive
officers are incidental to employment.
The above Committee Report to Shareholders of the Compensation
Committee shall not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except to
the extent that the Company specifically incorporates this information by
reference and shall not otherwise be deemed under such Acts.
COMPENSATION COMMITTEE
Bradley S. Anderson
Jo Ann Rudd
William Steinberg
PERFORMANCE GRAPH
The graph below compares the cumulative total return of Continental
Homes Holding Corp., the S&P 500 Index and the S&P Homebuilding Index:
<TABLE>
<CAPTION>
====================================================================================================================================
May-90 May-91 May-92 May-93 May-94 May-95
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Continental 100.00 161.91 216.21 245.31 264.60 295.22
- ------------------------------------------------------------------------------------------------------------------------------------
S&P Homebuilding 100.00 118.15 132.57 179.87 147.86 162.79
- ------------------------------------------------------------------------------------------------------------------------------------
S&P 500 100.00 111.79 122.81 137.06 142.90 171.75
====================================================================================================================================
</TABLE>
The above graph is based upon common stock and index prices calculated
as of May 31 for each of the last five fiscal year-end periods. The Company's
May 31, 1995 closing price per Common Share was $15.25. As of June 30, 1995 the
Company's Common Shares closed at $17.375 per share. The stock price performance
of Continental Homes Holding Corp. depicted in the graph above represents past
performance only and is not indicative of future performance.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of Arthur Andersen & Co.,
independent public accountants, to audit the consolidated financial statements
of the Company for the fiscal year ending May 31, 1996. Representatives of
Arthur Andersen & Co. are expected to be present at the Annual Meeting of
Stockholders and to be available to respond to appropriate questions. Such
representatives will have the opportunity to make a statement at the Annual
Meeting if they desire to do so.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the next Annual
Meeting must be received by the Company on or before March 25, 1996 in order to
be included in the Proxy Statement and proxy for the 1996 meeting. The mailing
address of the Company for submission of any such proposals is 7001 N.
Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253, Attn: Kenda B. Gonzales,
Secretary.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and certain of its officers, and persons who own more than
10 percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than 10 percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
the Company believes that during the year ended May 31, 1995, all filing
requirements applicable to its officers, directors and greater than 10 percent
beneficial owners were complied with. All Form 4 and 5 reports have been filed
as required by the Securities Exchange Act of 1934.
OTHER MATTERS
The Board of Directors knows of no matters other than those described
above which are likely to come before the meeting. If any other matters properly
come before the meeting, the persons named in the accompanying form of proxy
intend to vote the proxies in accordance with their best judgment.
The entire cost of solicitation of proxies in the accompanying form
will be borne by the Company. The Company will reimburse brokers for their costs
associated with transmitting these materials to persons for whom such brokers
hold Common Shares. In addition to the use of the mails, proxies may be
solicited by directors, officers and regular employees of the Company, by
personal interview, telephone and telecopy.
The Company's Annual Report to Stockholders (which is not a part of the
proxy solicitation material) is being mailed to stockholders together with the
Proxy Statement.
Stockholders wishing to receive a copy of the Company's Fiscal 1995
Annual Report on Form 10-K (including the financial statements and schedules
thereto) filed with the Securities and Exchange Commission may obtain one
without charge by making a written request to Kenda B. Gonzales, Continental
Homes Holding Corp., 7001 N. Scottsdale Road, Suite 2050, Scottsdale, Arizona
85253.
By Order of the Board of Directors
KENDA B. GONZALES
Secretary
<PAGE>
CONTINENTAL HOMES HOLDING CORP.
7001 N. Scottsdale Road, Suite 2050, Scottsdale, AZ 85253
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Donald R. Loback, Kathleen R. Wade and
Robert J. Wade, and each of them severally, as Proxies of the undersigned, each
with the power to appoint his substitute, and hereby authorizes them to
represent and to vote as designated below all the shares of Common Stock of
Continental Homes Holding Corp. (the "Company") held of record by the
undersigned on June 26, 1995, at the Annual Meeting of Stockholders to be held
on August 30, 1995 and any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL ONE.
(1) FOR ELECTION AS DIRECTORS OF ALL NOMINEES LISTED BELOW TO SERVE UNTIL THE
1996 ANNUAL MEETING OF STOCKHOLDERS
(except as indicated to the contrary below)
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as indicated to the contrar for all nominees listed below
Donald R. Loback, Kathleen R. Wade, Robert J. Wade, W. Thomas Hickcox, Jo Ann
Rudd, William Steinberg, Bradley S. Anderson
(INSTRUCTION: To withhold authority to vote for any nominee, indicate the
individual nominee's name on space provided below.)
- --------------------------------------------------------------------------------
(2) In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting or any adjournment
thereof.
This proxy when properly executed will be voted in the manner directed by the
undersigned stockholder. If no direction is made, this proxy will be voted FOR
Proposal (1).
Please sign exactly as name appears
P below. When shares are held by joint
R tenants, both should sign. When signing
O as attorney, executor, administrator,
X trustee or guardian, please sign your
Y name and indicate full title as such. If
a corporation, an authorized officer
should sign his name and indicate his
title. If a partnership, please sign in
partnership name by authorized person.
Dated:
----------------------------------
----------------------------------------
Receipt of Notice of Meeting and Signature
Proxy Statement is hereby acknowledged.
----------------------------------------
Please sign, date and mail in the Signature if held jointly
enclosed envelope.
