<PAGE> 1
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PULTE CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2766606
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
33 BLOOMFIELD HILLS PARKWAY, SUITE 200 48304
BLOOMFIELD HILLS, MICHIGAN (Zip Code)
(Address of Principal Executive Offices)
PULTE CORPORATION 1997 STOCK PLAN FOR NONEMPLOYEE DIRECTORS
(Full title of the plan)
JOHN R. STOLLER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
PULTE CORPORATION
33 BLOOMFIELD HILLS PARKWAY, SUITE 200
BLOOMFIELD HILLS, MI 48304
(Name and address of agent for service)
(248) 647-2750
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (1)(2) 66,700 shares $ 51.0313(3) $3,403,787.71(3) $1,004.12
</TABLE>
(1) $.01 par value per share (the "Common Stock").
(2) This Registration Statement shall also cover any additional shares of
Common Stock which become available for grant under the Plan by reason of
any stock dividend, stock split, recapitalization or similar transaction
effected without receipt of consideration which results in an increase in
the number of outstanding shares of Common Stock.
(3) Calculated pursuant to Rule 457(c) and (h)(1) and (2) under the Securities
Act, solely for the purpose of computing the registration fee and, based on
the average of the high and low prices of the Common Stock as traded on The
New York Stock Exchange on April 30, 1998.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. Annual Report of Pulte Corporation (the "Registrant") on Form 10-K
for the fiscal year ended December 31, 1997, filed with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. The description of the Registrant's Common Stock contained in Item 1
of the Registrant's Registration Statement on Form 8-A filed with the
Commission on May 17, 1983, Item 4 of the Registrant's Registration
Statement on Form 8-B filed with the Commission on May 16, 1985 and
Item 4 of the Registrant's Registration Statement on Form 8-B filed
with the Commission on December 18, 1987, each pursuant to Section 12
of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein by reference modifies or supersedes such prior 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.
The legality of the securities offered hereby has been passed upon by
Honigman Miller Schwartz and Cohn, Detroit, Michigan, general counsel to the
Registrant. Attorneys with Honigman Miller Schwartz and Cohn beneficially owned
53,100 shares of Common Stock as of April 2, 1998.
2
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Sections 561-571 of the Michigan Business Corporation Act,
directors and officers of a Michigan corporation may be entitled to
indemnification by the corporation against judgments, expenses, fines and
amounts paid by the director or officer in settlement of claims brought against
them by third persons or by or in the right of the corporation if those
directors and officers acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interests of the corporation or its
shareholders.
The Articles of Incorporation of the Registrant provide that a director
of the Registrant shall not be personally liable to the Registrant or its
shareholders for monetary damages for breach of the director's fiduciary duty.
However, these Articles do not eliminate or limit the liability of a director
for any of the following: (i) a breach of the director's duty of loyalty to the
corporation or its shareholders; (ii) acts or omissions not in good faith or
that involve intentional misconduct or knowing violation of law; (iii) a
violation of Section 551(1) of the Michigan Business Corporation Act; (iv) a
transaction from which the director derived an improper personal benefit; or (v)
an act or omission occurring before the effective date of the Article. In
addition, the Bylaws of the Registrant generally provide that, to the fullest
extent permitted by applicable law, the Registrant shall 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 (whether or not by or in the right of the
corporation), including a shareholders' derivative action, by reason of the fact
that he is or was a director, officer, employee or agent of the Registrant or is
or was serving at the request of the Registrant as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise.
The Registrant has obtained Directors' and Officers' liability
insurance. The policy provides for $25 million in coverage including prior acts
dating to the Registrant's inception and liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of Pulte Corporation, as amended,
incorporated by reference to Exhibit 19(a) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1988
4.2 Bylaws of Pulte Corporation incorporated by reference to
Exhibit 3(b) to the Registrant's Registration Statement on
Form S-4, Registration No. 33-17223
4.3 Pulte Corporation 1997 Stock Plan for Nonemployee Directors
5 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Ernst & Young LLP
3
<PAGE> 4
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the
opinion filed as Exhibit 5 to this Registration Statement)
24 Power of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration Statement)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(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 end 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% 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 (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on
Form S-3 or Form S-8, and 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 Securities Exchange Act
of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
(3) 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.
4
<PAGE> 5
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
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
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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
of 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 the City of Bloomfield Hills, State of Michigan, on May 7, 1998.
PULTE CORPORATION
By: /s/ John R. Stoller
----------------------------------
John R. Stoller
Vice President and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of PULTE CORPORATION, a Michigan corporation (the "Company"),
hereby constitutes and appoints Roger A. Cregg, Vincent J. Frees and John R.
Stoller, and each of them, the true and lawful attorneys-in-fact and agents of
the undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Stock, pursuant
to the Pulte Corporation 1997 Stock Plan for Nonemployee Directors and any of
the documents relating to such registration statement, any and all amendments to
such registration statement, including any amendment thereto changing the amount
of securities for which registration is being sought, and any post-effective
amendment, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority; granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue hereof.
6
<PAGE> 7
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ William J. Pulte Chairman of the Board May 7, 1998
- ---------------------------------------- of Directors
William J. Pulte
/s/ Robert K. Burgess
- ---------------------------------------- President, Chief Executive May 7, 1998
Robert K. Burgess Officer and Director
(Principal Executive Officer)
/s/ Roger A. Cregg Senior Vice President and May 7, 1998
- ---------------------------------------- Chief Financial Officer
Roger A. Cregg (Principal Financial Officer)
/s/ Vincent J. Frees
- ---------------------------------------- Vice President and Controller May 7, 1998
Vincent J. Frees (Principal Accounting Officer)
/s/ Debra Kelly-Ennis
- ---------------------------------------- Director May 7, 1998
Debra Kelly-Ennis
/s/ David N. McCammon
- ---------------------------------------- Director May 7, 1998
David N. McCammon
/s/ Ralph L. Schlosstein
- ---------------------------------------- Director May 7, 1998
Ralph L. Schlosstein
/s/ Alan E. Schwartz
- ---------------------------------------- Director May 7, 1998
Alan E. Schwartz
/s/ Francis J. Sehn
- ---------------------------------------- Director May 7, 1998
Francis J. Sehn
/s/ John J. Shea
- ---------------------------------------- Director May 7, 1998
John J. Shea
</TABLE>
7
<PAGE> 8
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
4.1 Articles of Incorporation of Pulte Corporation, as amended,
incorporated by reference to Exhibit 19(a) Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1988
4.2 Bylaws of Pulte Corporation, incorporated by reference to
Exhibit 3(b) to the Company's Registration Statement on Form
S-4, Registration No. 33-17223
4.3 Pulte Corporation 1997 Stock Plan for Nonemployee Directors
5 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Ernst & Young LLP
23.2 Consent of Honigman Miller Schwartz and Cohn (included in
the opinion filed as Exhibit 5 to this Registration
Statement)
24 Powers of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration
Statement)
8
<PAGE> 1
EXHIBIT 4.3
PULTE CORPORATION
1997 STOCK PLAN FOR NONEMPLOYEE DIRECTORS
1. DEFINITIONS. As used in the Plan, the following definitions
shall apply:
(a) "Board of Directors" means the Board of Directors of the Company.
(b) "Business Day" means any day other than a Saturday, a Sunday, a
legal holiday in Detroit, Michigan or a day on which banking institutions
located in Detroit, Michigan are authorized by law or other governmental actions
to close.
(c) "Committee" means a committee consisting of three or more members
appointed by the Board of Directors who may be, but are not required to be,
directors or employees of the Company and who shall serve from the effective
date of their appointment until such time as the Board of Directors shall
appoint a successor to any or all of such members of the Committee.
(d) "Common Stock" means the common stock of the Company, par value
$0.01 per share, or any security into which such common stock may be changed by
reason of any transaction or event of the type described in Section 9(b).
(e) "Company" means Pulte Corporation, or any successor.
(f) "Date of Grant" means the date on which a grant of Option Rights or
a grant of Stock shall become effective pursuant to the Plan.
(g) "Eligible Directors" means members of the Board of Directors who
are not employees of the Company or any Subsidiary.
(h) "Fair Market Value" shall be determined by the Committee and may be
determined by taking the mean average between the highest and the lowest quoted
selling price of the Common Stock on the New York Stock Exchange or other market
on which shares of the Common Stock are traded on the date of determination; if
there are no sales of Common Stock on the date of determination of Fair Market
Value, the determination shall be made on the next following day on which there
are such sales.
(i) "Option Right" means the right to purchase a share of Common Stock
upon exercise of an option granted pursuant to Section 4.
(j) "New Eligible Director" means a person who first becomes an
Eligible Director by being elected or appointed to the Board of Directors after
May 9, 1997. However, a person whose appointment or election to the Board takes
effect in March, April or May shall not be a New Eligible Director.
<PAGE> 2
(k) "Nonqualified Option" means an option to purchase Common Stock
which meets the requirements of the Plan but does not meet the definition of an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder.
(l) "Participant" means an Eligible Director or New Eligible Director
named in an agreement evidencing an outstanding Option Right or grant of Stock.
(m) "Plan" means the Pulte Corporation 1997 Stock Plan for Nonemployee
Directors, as amended from time to time.
(n) "Stock" means shares of Common Stock granted pursuant to Section 5.
2. PURPOSE OF THE PLAN. The purpose of the Plan is to attract and
retain highly qualified persons to serve as nonemployee members of the Board of
Directors of the Company and to align the interests of such persons more closely
with the interests of the Company's shareholders.
3. COMMON STOCK AVAILABLE. The shares of Common Stock which may be
sold upon the exercise of Option Rights or awarded as Stock shall not exceed in
the aggregate 66,700 shares, subject to adjustment as provided in Sections 7
and 9.
4. OPTION RIGHTS.
(a) Existing Eligible Directors. On each of June 1, 1997, 1998, 1999
and 2000 (or if any such date is not a Business Day, then on the next following
Business Day), the Committee will grant to each person who on such date is an
Eligible Director options to purchase 2,000 shares of Common Stock, on the
following terms:
(1) Each grant shall specify an option price per share equal
to the Fair Market Value per share on the Date of Grant
and that such option price shall be payable in full at
the time of exercise of the option either (A) in cash,
(B) by exchanging for the shares to be issued pursuant
to the exercise of the option previously acquired shares
of the Common Stock held for such period of time, if
any, as the Board of Directors may require and reflect
in the stock option certificate (valued at an amount
equal to the Fair Market Value of such stock on the date
of exercise), (C) by the Company retaining from the
Shares to be issued upon exercise of the stock option,
that number of Shares having a Fair Market Value on the
date of exercise equal to the total exercise price of
the number of Shares with respect to which the option is
exercised, or (D) by a combination of the payment
methods specified in clauses (A), (B) and (C). The
proceeds of sale of Common Stock subject to Option
Rights are to be added to the general funds of the
Company and used for the Company's corporate purposes as
the Board of Directors shall determine.
<PAGE> 3
(2) Each Option Right shall be immediately exercisable in
full on the Date of Grant.
(3) Each Option Right shall be exercisable for ten years
from the Date of Grant.
(4) Each option shall be a Nonqualified Option.
(5) Each grant of Option Rights shall be evidenced by an
agreement containing such provisions as may be approved
by the Committee, executed on behalf of the Company by
an officer and delivered to and accepted by the Eligible
Director. Such agreement shall state that the option is
intended to be a Nonqualified Option.
(b) New Eligible Directors. The Committee will grant options to
purchase 2,000 shares of Common Stock to each New Eligible Director on the
following terms:
(1) The option shall be granted on the effective date of the
New Eligible Director's election or appointment to the
Board of Directors (or if such date is not a Business
Day, the grant date will be the next following Business
Day).
(2) The grant shall be on the terms set forth in clauses (1)
through (5) of Section 4(a).
(3) Each New Eligible Director who receives options pursuant
to this Section 4(b) will also receive options under
Section 4(a) beginning on the June 1 immediately after
he or she has become a New Eligible Director and until
he or she ceases to be an Eligible Director.
5. STOCK. On each date that options are granted to Eligible Directors
or New Eligible Directors pursuant to Section 4(a) or Section 4(b), as
applicable, the Committee will grant 300 shares of Stock to each Eligible
Director or New Eligible Director to whom options have been granted on such
date. Each such grant shall be on the following terms:
(a) Each such grant shall constitute an immediate transfer of the
ownership of 300 shares of Stock to the Participant in
consideration of the performance of services and shall entitle
such Participant to voting, dividend and other ownership rights
without any risk of forfeiture or restrictions on transfer.
(b) Each such grant will be made without additional consideration by
such Participant.
6. ADMINISTRATION OF THE PLAN.
(a) Generally. The Plan shall be administered by the Board of
Directors, which may from time to time delegate all or any part of its authority
to a Committee. A majority of the
<PAGE> 4
Board of Directors or the Committee, if applicable, shall constitute a quorum,
and the action of the members present at any meeting at which a quorum is
present, or acts unanimously approved in writing, shall be the acts of the Board
of Directors or the Committee, as applicable. The Board of Directors or the
Committee may make such rules and establish such procedures for the
administration of the Plan as it deems appropriate to carry out the purpose of
the Plan.
(b) Interpretation and Construction. The interpretation and
construction by the Board of Directors or the Committee of any provision of the
Plan or of any agreement, notification or document evidencing the grant of
Option Rights or Stock and any determination by the Board of Directors or the
Committee pursuant to any provision of the Plan or of any such agreement,
notification or document, made in good faith, shall be final and conclusive. No
member of the Board of Directors or the Committee shall be liable for any such
action or determination made in good faith.
7. AMENDMENT AND TERMINATION.
(a) Amendment of the Plan. The Plan may be amended from time to time by
the Board of Directors in any respect, provided, however, that without further
approval by the shareholders of the Company, no amendment may increase the
maximum number of shares specified in Section 3 (except that adjustments
authorized by Section 9(b) shall not be limited by this provision).
(b) Amendment of the Agreements. The Board of Directors may cancel or
amend any agreement evidencing Option Rights granted under the Plan provided
that (1) the terms and conditions of each such agreement as amended are not
inconsistent with the Plan and (2) except as provided in Section 9(b), the
option price per share may not be increased or decreased following the Date of
Grant of the related Option Right.
(c) Automatic Termination. The Plan will terminate at midnight on June
1, 2007 unless earlier terminated by the Board of Directors. However, Option
Rights granted on or before that date may extend beyond that date.
8. INVESTMENT PURPOSE. If the Committee in its sole discretion
determines that as a matter of law such procedure is or may be desirable, it may
require a Participant, upon any acquisition of Common Stock under the Plan
(whether by reason of the exercise of stock options or the award of Stock) and
as a condition to the Company's obligation to issue or deliver certificates
representing such shares, to execute and deliver to the Company a written
statement, in form satisfactory to the Committee, representing and warranting
that the Participant's acquisition of shares of Common Stock shall be for such
person's own account, for investment and not with a view to the resale or
distribution thereof and that any subsequent offer for sale or sale of any such
shares shall be made either pursuant to (a) a registration statement on an
appropriate form under the Securities Act of 1933, as amended (the "Securities
Act"), which registration statement has become effective and is current with
respect to the shares being offered and sold, or (b) a specific exemption from
the registration requirements of the Securities Act, but in claiming such
exemption the Participant shall, prior to any offer for sale or sale of such
shares, obtain a favorable written opinion from counsel for or approved by the
Company as to the
<PAGE> 5
availability of such exemption. The Company may endorse an appropriate legend
referring to the foregoing restriction upon the certificate or certificates
representing any shares of Common Stock issued or transferred to a Participant
under the Plan.
9. MISCELLANEOUS.
(a) Transferability. Except as otherwise provided in any agreement
evidencing Option Rights, no Option Right shall be transferable by a Participant
other than (a) by will or the laws of descent and distribution and (b) to your
children and to trusts for their benefit. Option Rights shall be exercisable
during the Participant's lifetime only by the Participant or a transferee
permitted by clause (b) of the preceding sentence.
(b) Adjustments. The Board of Directors may make or provide for such
adjustments in the exercise price, sale price and the number or kind of shares
of the Company's Common Stock or other securities covered by outstanding Option
Rights as the Board of Directors in its sole discretion, exercised in good
faith, may determine is equitably required to prevent dilution or enlargement of
the rights of Participants that would otherwise result from (1) any stock
dividend, stock split, combination of shares, recapitalization or other change
in the capital structure of the Company, (2) any merger, consolidation,
separation, reorganization or partial or complete liquidation, or (3) any other
corporate transaction or event having an effect similar to any of the foregoing.
The Board of Directors may also make or provide for such adjustments in the
number or kind or shares of the Company's Common Stock or other securities which
may be sold or transferred under the Plan (including the maximum number of
shares specified in Section 3) and in the maximum number of shares that may be
purchased or received by any person, as the Board of Directors in its sole
discretion, exercised in good faith, may determine is appropriate to reflect any
event of the type described in clauses (1), (2) and/or (3) of the preceding
sentence.
(c) Fractional Shares. The Company shall not be required to sell or
transfer any fractional share of Common Stock pursuant to the Plan. The Board of
Directors may provide for the elimination of fractions or for the settlement of
fractions in cash.
(d) No Shareholder Rights. A Participant shall have no rights as a
shareholder with respect to any shares of Common Stock issued upon the exercise
of an Option Right until such time as the Option Right is exercised and such
shares of Common Stock are issued.
(e) No Right to Continue as a Director. Neither the existence of the
Plan nor any action taken under the Plan shall be construed as giving any
Participant any right to continue to serve as a member of the Board of
Directors.
(f) Invalidity of Provisions. Should any part of the Plan for any
reason be declared by any court of competent jurisdiction to be invalid, such
decision shall not affect the validity of any remaining portion, which remaining
portion shall continue in full force and effect as if the Plan had been adopted
with the invalid portion hereof eliminated, it being the intention of the
Company that it would have adopted the remaining portion of the Plan without
including any such parts, parts or portion which may for any reason be hereafter
declared invalid.
<PAGE> 6
(g) Effective Date. The Plan will become effective on May 9, 1997,
subject to approval at the Company's 1998 Annual Meeting of Shareholders. Grants
of Option Rights and Stock under the Plan will be conditioned upon receipt of
such approval and no Option Right granted under the Plan may be exercised, and
no Stock granted under the Plan may be sold, until such shareholder approval has
been obtained.
<PAGE> 1
EXHIBIT 5
May 7, 1998
Pulte Corporation
33 Bloomfield Hills Parkway, Suite 200
Bloomfield Hills, Michigan 48304
Re: Registration Statement on Form S-8 Relating to
Pulte Corporation 1997 Stock Plan for Nonemployee Directors
Ladies and Gentlemen:
We have represented Pulte Corporation, a Michigan corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-8 (the "Registration Statement"), for registration under the Securities Act of
1933, as amended (the "Securities Act"), of a maximum of 66,700 shares of the
Company's Common Stock (the "Common Stock"), to be issued pursuant to the Pulte
Corporation 1997 Stock Plan for Nonemployee Directors (the "Plan").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that the shares of the Common Stock to be
offered by the Company under the Plan pursuant to the Registration Statement
have been duly authorized and, when issued by the Company in accordance with the
Plan and the stock options exercised thereunder, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ Honigman Miller Schwartz and Cohn
HONIGMAN MILLER SCHWARTZ AND COHN
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Pulte Corporation
Registration Statement (Form S-8) pertaining to the Pulte Corporation 1997
Stock Plan for Nonemployee Directors of our report dated January 21, 1998,
except for the last paragraph of Note 10 as to which the date is March 5, 1998,
with respect to the consolidated financial statements and schedule of Pulte
Corporation included in its Annual Report on Form 10-K for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Detroit, Michigan
May 6, 1998
