-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ACThbvIuupIGFzpjYZw7zX8irBEUygZvmqolVtR2RBsfrQ8EysCaZMw/2asBc1KN amDeAPRHjLTjUHaxTLRyaw== 0000904621-96-000004.txt : 19960131 0000904621-96-000004.hdr.sgml : 19960131 ACCESSION NUMBER: 0000904621-96-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960129 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KAUFMAN & BROAD HOME CORP CENTRAL INDEX KEY: 0000795266 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 953666267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38387 FILM NUMBER: 96508048 BUSINESS ADDRESS: STREET 1: 10990 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3104438000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROAD ELI CENTRAL INDEX KEY: 0000904621 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE SUNAMERICA CENTER CENTURY CITY STREET 2: 11601 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90067-6022 BUSINESS PHONE: 3107726000 MAIL ADDRESS: STREET 1: ONE SUNAMERICA CENTER STREET 2: CENTURY CITY CITY: LOS ANGELES STATE: CA ZIP: 90067-6022 SC 13D/A 1 SCHEDULE 13D AMENDMENT #5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* KAUFMAN AND BROAD HOME CORPORATION (Name of Issuer) COMMON STOCK, $1.00 Par Value (Title of Class of Securities) 486168 10 7 (CUSIP Number) SUSAN L. HARRIS SENIOR VICE PRESIDENT & GENERAL COUNSEL SUNAMERICA INC. 1 SUNAMERICA CENTER, LOS ANGELES, CA 90067 (310)772-6000 772-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 25, 1996 (Date of Event which Required 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(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent orless of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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). SCHEDULE 13D CUSIP No. 486168 10 7 Page 2 of 5 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eli Broad (SSN: ###-##-####) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / Not Applicable 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / Not Applicable 6. CITIZENSHIP OR PLACE OR ORGANIZATION U.S.A. 7. SOLE VOTING POWER NUMBERS OF 923,435 SHARES 8. SHARED VOTING POWER -0- BENEFICIALLY OWNED BY 9. SOLE DISPOSITIVE POWER 923,435 EACH 10. SHARED DISPOSITIVE POWER REPORTING -0- PERSON WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,583,452 (includes 660,017 shares held by a trust formed by the Reporting Person as to which he has no voting or dispositive power). 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.89% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 3 of 5 Pages SCHEDULE 13D AMENDMENT NO. 5 KAUFMAN AND BROAD HOME CORPORATION This Amendment is filed on behalf of Eli Broad (the "Reporting Person"). The undersigned hereby amends and restates the amended Schedule 13D filed on March 3, 1995, relating to the Common Stock ($1.00 par value) of Kaufman and Broad Home Corporation ("Issuer") in its entirety. The Issuer's principal executive offices are located at 10990 Wilshire Boulevard, Los Angeles, California 90024. Unless otherwise indicated in this Amendment, all terms referred to herein shall have the same meanings as used or defined in the Schedule 13D. ITEM 2 - IDENTITY AND BACKGROUND. (a) Name: Eli Broad (b) Business Address: 1 SunAmerica Center Los Angeles, California 90067 (c) Present Principal Occupation or Employment: Chairman of the Board and Chief Executive Officer of SunAmerica Inc. (d) None (e) None (f) U.S.A. ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On March 7, 1989, SunAmerica Inc. (previously known as "Broad Inc.," and prior to that, as "Kaufman and Broad, Inc.") distributed to holders of its common and Class B stock substantially all of the shares of its majority owned subsidiary, the Issuer (the "Distribution"). On March 7, 1989 the Reporting Person held 446,912 shares of SunAmerica Inc. common stock and 5,706,003 shares of SunAmerica Inc. Class B stock. Pursuant to the Distribution, the Reporting Person received 4,512,254 shares of the Issuer's common stock. Additionally, 243,055 shares of common stock of the Issuer were issued to the Reporting Person upon the exchange of Kaufman and Broad, Inc. 7-1/2% Exchangeable Debentures which were acquired at par. ITEM 4 - PURPOSE OF TRANSACTION. The Reporting Person owns directly and indirectly 73% of the shares of a corporation (Stanford Ranch, Inc.) which has owned 1,419,038 shares of the Issuer. On January 25, 1996, all such shares were sold by Stanford Ranch, Inc., in a block trade to Goldman Sachs & Co., at $14.125 per share resulting in a net price of $14 per share after commissions and fees. The sale was made in order to satisfy the requirements of a share exchange agreement between Stanford Ranch, Inc. and SunAmerica Inc. dated January 12, 1996. In addition, the reporting person gave 765,000 shares of common stock of the Issuer as a gift to the Eli Broad Family Foundation in July of 1995. As part of the block trade described above, the Eli Broad Family Foundation sold 20,962 of these shares at $14.125 per share, resulting in a net price of $14 per share after commissions and fees, to provide for operating capital. Page 4 of 5 pages ITEM 5 - INTEREST AND SECURITIES OF THE ISSUER. (a) The Reporting Person beneficially owns 1,583,452 shares of common stock which represents 4.89% of the outstanding shares (based upon 32,352,736 shares of common stock outstanding as of January 25, 1996). Because the Reporting Person currently owns less than 5% of the outstanding shares, his reporting obligation is terminated. (b) Of these 1,583,452 shares of common stock beneficially owned, 660,017 shares of common stock are held by a trust formed by the Reporting Person of which he is a beneficiary but has no voting or dispositive powers. (c) The Reporting Person owns directly and indirectly 73% of the shares of a corporation (Stanford Ranch, Inc.) which has owned 1,419,038 shares of the Issuer. On January 25, 1996, all such shares were sold by Stanford Ranch, Inc., in a block trade to Goldman Sachs & Co., at $14.125 per share resulting in a net price of $14 per share after commissions and fees. The sale was made in order to satisfy the requirements of a share exchange agreement between Stanford Ranch, Inc. and SunAmerica Inc. dated January 12, 1996. In addition, the reporting person gave 765,000 shares of common stock of the Issuer as a gift to the Eli Broad Family Foundation in July of 1995. As part of the block trade described above, the Eli Broad Family Foundation sold 20,962 of these shares at $14.125 per share, resulting in a net price of $14 per share after commissions and fees, to provide for operating capital. ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS. None. Page 5 of 5 pages 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. /s/ ELI BROAD _________________ Eli Broad Date: January 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----