-----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, O+FTzD4JJ9vCQhpDjo5OFqlyDrRoGPJZzwvaDiSyBvQsqxfIhBxfl2TQzbfllPDp YE+pDDOM05qOYawoMxSGvA== 0000101640-98-000010.txt : 19980424 0000101640-98-000010.hdr.sgml : 19980424 ACCESSION NUMBER: 0000101640-98-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980423 EFFECTIVENESS DATE: 19980423 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S HOME CORP /DE/ CENTRAL INDEX KEY: 0000101640 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 210718930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-50819 FILM NUMBER: 98599673 BUSINESS ADDRESS: STREET 1: 1800 WEST LOOP SOUTH STREET 2: STE 1900 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7138772311 MAIL ADDRESS: STREET 1: PO BOX 2863 CITY: HOUSTON STATE: TX ZIP: 77252 FORMER COMPANY: FORMER CONFORMED NAME: UNITED STATES HOME & DEVELOPMENT CORP DATE OF NAME CHANGE: 19710713 S-8 1 S-8 FOR 04-23-98 1 As filed with the Securities and Exchange Commission on April 23, 1998 Registration No. 333-__________ ========================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- U.S. HOME CORPORATION (Exact Name of Registrant as Specified in Its Charter) ---------------------- Delaware 21-0718930 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1800 West Loop South Houston, TX 77027 (713) 877-2311 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ---------------------- Non-Employee Director Stock Plan 1998 Non-Employee Directors' Stock Option Plan (Full Title of the Plans) ---------------------- Robert J. Strudler Chairman and Co-Chief Executive Officer U.S. Home Corporation 1800 West Loop South Houston, TX 77027 (713) 877-2311 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copy to: Stephen C. Koval, Esq. Kaye, Scholer, Fierman, Hays & Handler, LLP 425 Park Avenue New York, New York 10022 ------------------------- 2
CALCULATION OF REGISTRATION FEE - ------------ ----------------- ----------------- --------------- ------------- Title of Proposed Maximum Proposed Amount Securities Amount Offering Maximum Of to be to be Price Per Aggregate Registration Registered Registered Share Offering Price Fee - ------------ ----------------- ----------------- --------------- ------------- Common Stock,$.01 par value per 100,000 Shares (2) $45.1875 (4) $4,518,750 (4) $1,333.03 share(1) 100,000 Shares (3) $45.1875 (4) $4,518,750 (4) $1,333.03 ============================================================================== (1) Includes preferred stock purchase rights. Prior to the occurrence of certain events, the preferred stock purchase rights will not be evidenced separately from the Common Stock. (2) Shares reserved for issuance pursuant to the Non-Employee Director Stock Plan. (3) Shares reserved for issuance pursuant to options to be granted under the 1998 Non-Employee Directors' Stock Option Plan. (4) The offering price has been computed pursuant to Rule 457(c) and Rule 457(h)(1) promulgated under the Securities Act of 1933, as amended, upon the basis of the high and low prices of the Common Stock reported on the New York Stock Exchange on April 17, 1998. ============================================================================== 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, or portions thereof, filed with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference: 1. Annual Report of U.S. Home Corporation (the "Company" on Form 10-K pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the fiscal year ended December 31, 1997 and filed with the Commission on February 25, 1998. 2. Current Report of the Company on Form 8-K dated January 15, 1998 and filed with the Commission on January 16, 1998. 3. The description of the common stock, $.01 par value per share, of the Company (the "Common Stock") as contained under the headings "Capital Stock and Class B Warrants - Common Stock" on page 51 and "Capital Stock and Class B Warrants - Certificate of Incorporation" on pages 54-55 of the prospectus, dated October 27, 1993, filed with the Commission on October 28, 1993 pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the "Act") (Registration No. 33-68966). 4. The description of the preferred stock purchase rights of the Company as contained under Item 1 "Description of Registrant's Securities to be Registered" in the Company's Registration Statement on Form 8-A, dated November 8, 1996, filed with the Commission on November 12, 1996, as amended by the Company's Form 8-A/A, dated November 15, 1996, filed with the Commission on November 18, 1996. All documents subsequently filed by the Company 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 registers all securities then remaining unsold, shall be deemed incorporated by reference herein and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Seymour H. Chalif, who is special counsel to Kaye, Scholer, Fierman, Hays & Handler, LLP, is also senior advisor to the board of directors of the Company. 4 Item 6. Indemnification of Directors and Officers. The Company's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), provides, as do the charters of many other publicly held companies incorporated in the State of Delaware, that the personal liability of directors of the Company is eliminated to the maximum extent permitted by applicable law. The Certificate of Incorporation provides for the indemnification of the directors, officers, employees, and agents of the Company and its subsidiaries to the full extent that may be permitted by applicable law from time to time. Certain provisions of the Certificate of Incorporation protect the Company's directors against personal liability for monetary damages resulting from breaches of their fiduciary duty of care, except as set forth below. Under the Delaware General Corporation Law, absent these provisions, directors could be held liable for gross negligence in the performance of their duty of care but not for simple negligence. The Company's directors remain liable for breaches of their duty of loyalty to the Company and its stockholders, as well as for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law and transactions from which a director derives improper personal benefit. The Certificate of Incorporation also does not absolve directors of liability under section 174 of the Delaware General Corporation Law, which makes directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions in certain circumstances and expressly sets forth a negligence standard with respect to such liability. Under the Delaware General Corporation Law, directors, officers, employees and other individuals may be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation -- a "derivative action") if such person seeking indemnification acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of a derivative action, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and the Delaware General Corporation Law requires court approval before there can be any indemnification of expenses where the person seeking indemnification has been found liable to the Company. 5 The Certificate of Incorporation provides, among other things, that each person who was or is made a party to, or is threatened to be made a party to, or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company (or was serving at the request of the Company as a director, officer, employee or agent for another entity), will be indemnified and held harmless by the Company to the fullest extent permitted by applicable law as it presently exists or may be amended, against all expense, liability or loss (including attorneys' fees), reasonably incurred by such person in connection therewith. The Company will pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition. However, the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding will be made only upon receipt by the Company of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under the Certificate of Incorporation or otherwise. The foregoing right of indemnification will not be deemed exclusive of any other right to which those indemnified may be entitled against the Company, and the Company may provide additional rights to such persons. If a claim for indemnification or payment of expenses is not paid in full within 60 days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, will be entitled to be paid the expense of prosecuting such claim. In any such action, the Company will have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. The rights conferred on any person under the Certificate of Incorporation will not be exclusive of any other rights which such person may have or acquire under any statute, provision of the Certificate of Incorporation, the Company's Amended and Restated By-Laws, agreement, vote of stockholders of the Company or disinterested directors or otherwise. The Company's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity will be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity. 6 Subject to the availability of insurance at substantially similar rates for similar coverage (as determined in the sole discretion of the Company), the Company will maintain insurance at (i) the levels in effect as of June 21, 1993 with respect to each director, officer, employee or agent of the Company until June 21, 1996, or (ii) the levels in effect as of the date of the expiration of the term, death, removal, retirement or resignation of any such person for a period of three years after such event, whichever level is greater, in either case, with respect to any proceeding by reason of the fact that such person, or the person for whom he or she is the legal representative, is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorney's fees) reasonably incurred by such person at the Company's expense, to protect the Company and any such person against any such liability, cost, payment or expense; provided, however, that subject to the provisions described herein, the Company will only be required to maintain insurance until the earlier of the date which is (a) three years after the expiration of the term, death, removal, retirement or resignation of any such person and (b) June 21, 1999. Any repeal or modification of the provisions described above will not adversely affect any right or protection under the Certificate of Incorporation of any person in respect of any act or omission occurring prior to the time of such repeal or modification. Under the Company's First Amended Consolidated Plan of Reorganization, dated May 24, 1993, as modified (the "Plan"), and the confirmation order relating thereto of the United States Bankruptcy Court for the Southern District of New York, the obligations of the Company and each of its affiliates to indemnify any person serving as one of its directors, officers or employees as of or following April 15, 1991, by reason of such person's past or future service in such a capacity, or as a director, officer, or employee of another corporation, partnership, or other legal entity, to the extent provided in the applicable certificate of incorporation, by-laws, or similar constituent documents or by statutory law or written agreement of or with the Company or any of its affiliates, were, except as provided below, deemed and treated as executory contracts that were assumed by the Company or any of its affiliates pursuant to the Plan and section 365 of the United States Bankruptcy Code, upon the confirmation of the Plan. Accordingly, such indemnification obligations survived and were unaffected by entry of the confirmation order with respect to the Plan, irrespective of whether such indemnification is owed for an act or event occurring before or after April 15, 1991. 7 The Company entered into indemnification agreements effective as of June 21, 1993 with each of its directors and officers. These indemnification agreements provide for, among other things, the (i) indemnification by the Company of the indemnitees thereunder to the extent described above and (ii) advancement of attorneys' fees and other expenses. Accordingly, the Company will in certain circumstances be obligated to indemnify its former directors and its directors and officers from and after June 21, 1993, including as to matters arising out of service as directors or officers of certain entities other than the Company or any of its affiliates prior to June 21, 1993. Certain of the Company's compensation and stock option plans provide for the indemnification of certain of the Company's officers and directors in connection with certain matters relating to such plans. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following are filed as exhibits to this registration statement: Exhibits Description - -------- ----------- 4.1 Non-Employee Director Stock Plan filed as exhibit 4.1 attached hereto. 4.2 1998 Non-Employee Directors' Stock Option Plan filed as exhibit 4.2 attached hereto. 4.3 Restated Certificate of Incorporation of U.S. Home Corporation. Incorporated by reference from exhibit 3.1 of U.S. Home Corporation's Registration Statement on Form S-3 filed with the Commission on September 17, 1993. 4.4 Certificate of Amendment of Restated Certificate of Incorporation of U.S. Home Corporation. Incorporated by reference from exhibit 3.1 of U.S. Home Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1994 filed with the Commission on August 9, 1994. 8 4.5 Certificate of Retirement of U.S. Home Corporation filed with the State of Delaware on September 14, 1995. Incorporated by reference from exhibit 3.1 to U.S. Home Corporation's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996 (the "September 1996 Form 10-Q"). 4.6 Certificate of Retirement of U.S. Home Corporation filed with the State of Delaware on September 4, 1996. Incorporated by reference from exhibit 3.1(ii) to the September 1996 Form 10-Q. 4.7 Certificate of Retirement of U.S. Home Corporation filed with the State of Delaware on June 16, 1997. Incorporated by reference from exhibit 3.1 to U.S. Home Corporation's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997. 4.8 Certificate of Designation, Preferences and Rights of Series A Junior Non-Cumulative Preferred Stock. Incorporated by reference from exhibit 3.2 of U.S. Home Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 filed with the Commission on February 21, 1997. 4.9 Amended and Restated By-Laws of U.S. Home Corporation. Incorporated by reference from exhibit 3.1(ii) of U.S. Home Corporation's Current Report on Form 8-K filed with the Commission on November 8, 1996. 4.10 Rights Agreement, dated as of November 7, 1996, between U.S. Home Corporation and First Chicago Trust Company of New York. Incorporated by reference from exhibit 4 to U.S. Home Corporation's Current Report on Form 8-K/A Amendment #1 filed with the Commission on November 18, 1996. 9 5.1 Opinion of Messrs. Kaye, Scholer, Fierman, Hays & Handler, LLP. 23.1 Consent of Independent Public Accountants. 23.2 Consent of Messrs. Kaye, Scholer, Fierman, Hays & Handler, LLP contained in such firm's opinion filed as Exhibit 5.1 hereto. 24.1 Power of Attorney. Included on the signature page at Page II-8. Item 9. Undertakings. 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 Act, unless the information required to be included in such post-effective amendment is contained in a periodic report filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated herein by reference. (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, unless the information required to be included in such post-effective amendment is contained in a periodic report filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated herein by reference. 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) (Section 230.424(b) of this chapter), if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. 10 (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. 2. That, for the purpose of determining any liability under the Act, 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. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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. Insofar as indemnification for liabilities arising under the Act 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 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. 11 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 Houston, State of Texas, on this 23rd day of April, 1998. U.S. HOME CORPORATION By: /s/ Chester P. Sadowski ------------------------------------- Name: Chester P. Sadowski Title: Vice President, Controller and Chief Accounting Officer 12 Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes each of Robert J. Strudler, Isaac Heimbinder, Craig M. Johnson and Chester P. Sadowski, as attorney-in-fact, to sign and file on his behalf, individually and in each capacity stated below, any pre-effective or post-effective amendment hereto. Signature Title Date --------- ----- ---- /s/ Robert J. Strudler Chairman, Co-Chief Executive April 23, 1998 - ---------------------------- Officer and Director Robert J. Strudler (principal executive officer) /s/ Isaac Heimbinder President, Co-Chief Executive April 23, 1998 - ---------------------------- Officer, Chief Operating Officer Isaac Heimbinder and Director /s/ Chester P. Sadowski Vice President, April 23, 1998 - ---------------------------- Controller and Chief Accounting Chester P. Sadowski Officer (principal accounting officer) /s/ Thomas A. Napoli Vice President-Corporate April 23, 1998 - ---------------------------- Finance and Treasurer Thomas A. Napoli (principal financial officer) /s/ Glen Adams Director April 23, 1998 - ---------------------------- Glen Adams /s/ Steven L. Gerard Director April 23, 1998 - ---------------------------- Steven L. Gerard /s/ Kenneth J. Hanau, Jr. Director April 23, 1998 - ---------------------------- Kenneth J. Hanau, Jr. /s/ Malcolm T. Hopkins Director April 23, 1998 - ---------------------------- Malcolm T. Hopkins /s/ Charles A. McKee Director April 23, 1998 - ---------------------------- Charles A. McKee /s/ George A. Poole, Jr. Director April 23, 1998 - ---------------------------- George A. Poole, Jr. /s/ Herve Ripault Director April 23, 1998 - ---------------------------- Herve Ripault /s/ James W. Sight Director April 23, 1998 - ---------------------------- James W. Sight 13 EXHIBIT INDEX Exhibit Description - ------- ---------- 4.1 U.S. Home Corporation Non-Employee Director Stock Plan 4.2 1998 Non-Employee Directors' Stock Option Plan 5.1 Opinion of Messrs. Kaye, Scholer, Fierman, Hays & Handler, LLP 23.1 Consent of Independent Public Accountants
EX-4 2 EXHIBIT 4.1 NON-EMPLOYEE DIRECTOR STOCK PLAN 14 EXHIBIT 4.1 U.S. HOME CORPORATION NON-EMPLOYEE DIRECTOR STOCK PLAN 1. Name of Plan. This plan shall be known as the "U.S. Home Corporation Non-Employee Director Stock Plan" and is hereinafter referred to as the "Plan." 2. Purposes of Plan. The purposes of the Plan are to enable U.S. Home Corporation, a Delaware corporation (the "Company"), to attract and retain qualified persons to serve as Directors of the Company ("Directors"), to enhance the equity interest of Directors in the Company, to solidify the common interests of its Directors and stockholders, and to encourage the highest level of Director performance by providing such Directors with a proprietary interest in the Company's performance and progress, by awarding them annually shares of the Company's common stock, par value $0.01 per share (the "Stock"). 3. Effective Date and Term. The Plan shall be effective as of April 23, 1997, provided that it is approved by the Company's stockholders at the annual meeting thereof (each such meeting, an "Annual Meeting") in 1998. The Plan shall remain in effect until terminated by action of the Board of Directors of the Company (the "Board"), or until no shares of Stock remain available under the Plan, if earlier. 4. Eligible Participants. Each Director shall be a participant ("Participant") in the Plan during such period as such individual remains a Director and is not an employee of the Company or any of its subsidiaries. 5. Receipt of Stock. (a) Upon stockholder approval of the Plan at the Annual Meeting held in 1998, Participants (i) who were elected as Directors at the 1997 Annual Meeting will be issued a number of shares (rounded to the nearer whole share) of Stock equal to $26,000, divided by the closing price of the Stock on the New York Stock Exchange on the date of the 1997 Annual Meeting, and (ii) who are elected as Directors at the 1998 Annual Meeting will be issued a number of shares (rounded to the nearer whole share) of Stock equal to $26,000, divided by the closing price of the Stock on the New York Stock Exchange on the date of the 1998 Annual Meeting. 15 (b) On the date of election as a Director at each subsequent Annual Meeting (or special meeting in lieu of an Annual Meeting), each Participant shall receive as compensation for services as a Director for the succeeding year the number of shares (rounded to the nearer whole share) of Stock equal to the annual cash retainer payable to each Director for such year, divided by the closing price of the Stock on the New York Stock Exchange on the date of such election; provided, that so long as the Company's Class B Warrants are outstanding, the closing price for the foregoing calculation shall not be less than 95% of the Current Market Price (as defined in the Warrant Agreement relating to such Class B Warrants). If the Stock is not traded on such Exchange at the time of issuance, the Committee (as defined in Section 11) shall determine the value of the Stock in good faith. (c) Participants elected or appointed other than at an Annual Meeting (or special meeting in lieu of an Annual Meeting) will be issued a pro rata number of shares of Stock based upon the number of months to be served in the year between Annual Meetings. After approval of the Plan by the Company's stockholders, Participants who voluntarily resign or become employed by the Company prior to the April 15th immediately following the issuance of such shares will forfeit their shares of Stock. Participants ceasing to be a Director for any other reason, including the death or disability of such Participant, will forfeit a pro rata number of shares of Stock based upon the number of months served in the year between Annual Meetings. If the Annual Meeting (or special meeting in lieu of an Annual Meeting) at which the shares are issued is held earlier than April 15th, then the Director must serve until April 15th of the following year. (d) Other than shares issued pursuant to Section 5(a)(i), Participants may not transfer, sell, pledge, assign, encumber or otherwise dispose of shares issued pursuant to this Plan until the April 15th which immediately follows the issuance of such shares, or the date on which Participants cease to be Directors, if earlier; provided, that, if the Annual Meeting (or special meeting in lieu of an Annual Meeting) is held earlier than April 15th, then shares issued at such meeting pursuant to this Plan will be so restricted until April 15th of the following year; and provided further, that a Participant may transfer shares to his or her spouse or issue or any trust for the benefit of such Participant, his or her spouse or issue, so long as such transferee shall take and hold such shares subject to all obligations and restrictions of this Plan, including, but not limited to, the forfeiture provisions of paragraph (c) above and the absolute transfer restriction set forth in the preceding provisions of this paragraph. 16 6. Delivery of Stock. The shares of Stock shall be delivered as soon as practicable after the date of such Participant's election or appointment. 7. Stock Certificates; Voting and Other Rights. The certificates for shares delivered to a Director pursuant to Section 6 shall be issued in the name of the Director, and the Director shall be entitled to all rights of a stockholder with respect to Stock for all such shares issued in his or her name, including the right to vote the shares, and the Director shall receive all dividends and other distributions paid or made with respect thereto. The certificates representing the shares issued hereunder shall bear a legend indicating that such shares are subject to forfeiture and restrictions on transfer pursuant to Section 5, and the Company's transfer agent shall be given stop transfer instructions to the same effect. 8. General Restrictions. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any certificate or certificates for shares of Stock under the Plan prior to fulfillment of all of the following conditions: i. Listing or approval for listing upon official notice of issuance of such shares on the New York Stock Exchange, or such other securities exchange as may at the time be the primary market for the Stock; ii. Any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and iii. Obtaining any other consent, approval or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable. 9. Stock Available. Subject to Section 10, the maximum number of shares of Stock which may be issued pursuant to the Plan is 100,000. Shares of Stock issuable under the Plan may be taken from authorized but unissued or treasury shares of the Company or purchased in the open market. 17 10. Change in Capital Structure; Change of Control. In the event that there is any change in the Stock by reason of any stock dividend, stock split, combination of shares, exchange of shares, reclassification, recapitalization, merger, consolidation, change of control, spin-off or other change in capitalization of the Company, appropriate adjustment shall be made in the restrictions on transfer, legend requirements, number and kind of shares or other property subject to the Plan, and any other relevant provisions of the Plan by the Committee, whose determination shall be binding and conclusive on all persons. 11. Administration; Amendment. (a) The Plan shall be administered by the Nominating Committee of the Board (the "Committee"), which shall have full authority to construe and interpret the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to take all such actions and make all such determinations in connection with the Plan as it may deem necessary or desirable. Any such action or determination shall be final and binding. (b) The Board may at any time terminate, amend or modify the Plan in any respect it deems suitable without the approval of the stockholders of the Company, except to the extent that such stockholder approval is required under applicable law or the Board determines that such approval is necessary or desirable; provided, that the Board shall not amend or modify the Plan without stockholder approval to (i) increase the maximum number of shares that may be issued pursuant to the Plan or (ii) change the provisions of Section 5 hereof with respect to the pricing of the Stock in order to make it more favorable to Participants. 12. Miscellaneous. (a) Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any Director for election by the Company's stockholders or to limit any right to remove any Director. (b) The Company shall have the right to require, prior to the issuance or delivery of any shares of Stock pursuant to the Plan, that a Director make arrangements satisfactory to the Committee for the withholding of any taxes required by law to be withheld with respect to the issuance or delivery of such shares, including, without limitation, by the withholding of shares that would otherwise be so issued or delivered, by withholding from any other payment due to the Director, or by a cash payment to the Company by the Director. 13. Governing Law. The Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware. 14. Override. With respect to persons subject to Section 16 of the Securities Exchange Act of 1934, as amended, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 thereunder or any successor provision. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. EX-4 3 EXHIBIT 4.2 98 NON-EMPLOYEE DIRECTORS' STK OPT PLN 18 EXHIBIT 4.2 U.S. HOME CORPORATION 1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN 1. Purposes. The purposes of the U.S. Home Corporation 1998 Non-Employee Directors' Stock Option Plan (the "Plan") are to attract and retain qualified and competent persons for service as members of the board of directors (the "Board") of U.S. Home Corporation (the "Company") by providing a means whereby such persons acquire an equity interest in the Company and to secure for the Company and its stockholders the benefit of the incentives inherent in such equity ownership by persons whose advice and counsel are important to the Company's future growth and continued success. The Plan is intended to supplement and provide continuity to the Amended and Restated Non-Employee Stock Option Plan (the "1993 Plan"). 2. Administration. (a) The Board shall (i) administer the Plan, (ii) establish, subject to the provisions of the Plan, such rules and regulations as it may deem appropriate for the proper administration of the Plan and (iii) make such determinations under, and such interpretations of, and take such steps in connection with, the Plan or the options issued thereunder as it may deem necessary or advisable. (b) The Board may from time to time appoint a Committee (the "Committee"), which shall initially be the Nominating and Conflict of Interest Committee of the Board, which shall be comprised of at least three members of the Board, all of whom are to be non-employee directors (within the meaning of Rule 16b-3 promulgated under the Securities Act of 1934, as amended (the "Exchange Act") and may delegate to the Committee full power and authority to take any and all action required or permitted to be taken by the Board under the Plan, whether or not the power and the authority of the Committee is hereinafter fully set forth. The Board or the Committee, as applicable, shall hereinafter be referred to as the "Administrator." 3. Stock. The stock (the "Stock") to be made the subject of an option under the Plan shall be the shares of common stock of the Company, $.01 par value per share, whether authorized and unissued or treasury stock. The total amount of Stock for which options may be granted under the Plan shall not exceed, in the aggregate, 100,000 shares, subject to adjustment in accordance with the provisions of Section 12 hereof. Any shares of Stock which were the subject of unexercised portions of any terminated or expired options may again be subject to the grant of options under the Plan during the remaining term of the Plan. 19 4. Award of Options. (a) Options shall be granted only to non-employee directors of the Board. No individual who is, at the time of grant, an employee of the Company shall be eligible to receive options under the Plan. (b) All options granted under the Plan shall be non-qualified options not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the "IRC"). (c) Any and all options granted under this Plan shall be granted not later than 10 years from February 11, 1998, the date the Plan was adopted by the Board. (d) All options granted under the Plan shall be evidenced by a written agreement substantially in the form of Exhibit A annexed hereto (each an "Option Agreement"). (e) Options shall be granted under the Plan only when awards are no longer available under the 1993 Plan. 5. Number of Shares to Be Granted. Each person who becomes a non-employee director of the Company after the adoption of the Plan by the Board shall be granted an option for 5,000 shares of Stock at the time such person first becomes a non-employee director of the Company (a "New Director Stock Option Grant"). On the date of each annual meeting or special meeting in lieu of annual meeting of the stockholders of the Company, each person who continues to serve as a non-employee director of the Company immediately after such meeting shall be granted an option for 1,000 additional shares of Stock (an "Annual Stock Option Grant"); provided, that he or she has served as a non-employee director for at least six months prior to such meeting. The options shall be deemed automatically granted at the times, in the amounts and at the option prices set forth herein without any further action on the part of the Administrator, and the proper officers of the Company are authorized, empowered and directed to execute and deliver an Option Agreement to reflect each such grant at the times, in the amounts and at the option prices determined in accordance with the Plan. 6. Price. (a) In the case of a New Director Stock Option Grant, the exercise price of such option shall be the average closing price of the Stock on the New York Stock Exchange ("NYSE") for the 10 consecutive trading days prior to the date of the New Director Stock Option Grant. Notwithstanding the foregoing, so long as the Company's Class B Warrants are outstanding, the exercise price of such option will in no event be less than 95% of the average closing price of the Stock on the NYSE for the 20 consecutive trading days immediately prior to the date of the New Director Stock Option Grant. 20 (b) In the case of an Annual Stock Option Grant, the exercise price of such option shall be the average closing price of the Stock on the NYSE for the 10 consecutive trading days prior to the date of the Annual Stock Option Grant. Notwithstanding the foregoing, so long as the Company's Class B Warrants are outstanding, the exercise price of such option will in no event be less than 95% of the average closing price of the Stock on the NYSE for the 20 consecutive trading days immediately prior to the date of the Annual Stock Option Grant. (c) The closing price of the Stock, as of any particular day, shall be as reported in The Wall Street Journal; provided, however, that if the Stock is not listed on the NYSE on the dates the option exercise price is to be determined, the option exercise price shall be not less than the fair market value of the shares of Stock covered by the option at the time that the option is granted, as determined by the Administrator based on such empirical evidence as it deems to be necessary under the circumstances. 7. Term. Subject to Sections 9, 10 and 21 hereof, an option may be exercised by the holder thereof (a "Holder") in whole at any time or in part from time to time commencing with the date of grant, but no option may be exercised in any amount later than 10 years from the date such option was granted. 8. Transferability. No option may be transferable by a Holder other than by will or the laws of descent and distribution. During the lifetime of a Holder, the option may be exercisable only by such Holder. A Holder who acquires Stock hereunder may only transfer such Stock in compliance with applicable federal and state securities laws. 9. Termination of Directorship. If, on or after the date an option is granted under the Plan, a Holder (i) resigns as a director of the Company or (ii) is removed as a director of the Company by the stockholders of the Company, with or without cause, the Holder shall have the right, not later than the earlier of (A) three months after such resignation or removal or (B) the termination date of the option as set forth in the Option Agreement, to exercise such option, to the extent the right to exercise such option shall have accrued at the date of such resignation or removal, except to the extent that such option theretofore shall have been exercised. 21 10. Retirement, Death or Disability. If a Holder retires at the age of 65 or above, dies, or becomes disabled (within the meaning of Section 22(e) (3) of the IRC) while a director of the Company, the Holder, the personal representative of the Holder or the person or persons to whom the option shall have been transferred by will or by the laws of descent and distribution, or the disabled Holder, shall have the right, not later than the earlier of (i) three years from the date of the Holder's retirement, death or disability or (ii) the termination date of the option as set forth in the Option Agreement, to exercise such option to the extent the right to exercise such option shall have accrued at the date of such retirement, death or disability, except to the extent such option theretofore shall have been exercised. 11. Payment for Stock. (a) The purchase price of Stock issued upon exercise of options granted hereunder shall be paid in full on the date of purchase. Payment shall be made either in cash or such other consideration as the Administrator deems appropriate, including, without limitation, Stock already owned by the Holder or Stock to be acquired by the Holder upon exercise of the option having a total fair market value, as determined by the Administrator, equal to the purchase price, or a combination of cash and Stock having a total fair market value, as so determined, equal to the purchase price. (b) Stock shall not be issued upon the exercise of options unless and until the aggregate amount of federal, state or local taxes of any kind required by law to be withheld, if any, with respect to the exercise of such options have been paid or satisfied or provision for their payment and satisfaction has been made upon such terms as the Administrator may prescribe, including, without limitation, payment of any such taxes by exchanging shares of Stock previously owned by the Holder or acquired upon the exercise of an option. 22 12. Stock Adjustments. (a) The total amount of Stock for which options shall be granted under the Plan and option terms (both as to the number of shares of Stock and the price of the option) shall be appropriately adjusted for any increase or decrease in the number of outstanding shares of Stock resulting from payment of a stock dividend on the Stock, a subdivision or combination of the Stock, or a reclassification of the Stock, and (in accordance with the provisions contained in the following paragraph) in the event of a consolidation or a merger in which the Company will be the surviving corporation. (b) After any merger of one or more corporations into the Company in which the Company shall be the surviving corporation, or after any consolidation of the Company and one or more other corporations, each Holder shall, at no additional cost, be entitled, upon any exercise of his option, to receive, in lieu of the number of shares of Stock as to which such option shall then be so exercised, the number and class of shares of stock or other securities to which such Holder would have been entitled pursuant to the terms of the applicable agreement of merger or consolidation if at the time of such merger or consolidation such Holder had been a Holder of record of a number of shares of Stock equal to the number of shares for which such option may then be so exercised. Comparable rights shall accrue to each Holder in the event of successive mergers or consolidations of the character described above. (c) In the event of any sale of all or substantially of the assets of the Company, or any merger of the Company into another corporation, or any dissolution or liquidation of the Company or, in the discretion of the Board, any consolidation or other reorganization in which it is impossible or impracticable to continue in effect any options, all options granted under the Plan and not previously exercised shall terminate unless exercised at least one business day before the scheduled closing of such event; provided, that any such exercise or termination shall be conditioned on the closing of such transaction; and provided further, that the Board may, in its discretion, require instead that all options granted under the Plan and not previously exercised shall be assumed by such other corporation on the basis provided in the preceding paragraph to the extent possible or practical. (d) The adjustments described in this Section 12 and the manner of application of the foregoing provisions shall be determined by the Board in its sole discretion. Any such adjustment may provide for the elimination of any fractional share which might otherwise become subject to an option. 23 13. Rights as a Stockholder. A Holder or a transferee of an option shall have no rights as a stockholder with respect to any share of Stock covered by such Holder's option until such Holder has become the holder of record of such share of Stock, and, except for stock dividends as provided in Section 12 hereof, no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights in respect of such share for which the record date is prior to the date on which he or she shall become the holder of record thereof. 14. Amendment and Termination. The Board may at any time terminate, amend or modify the Plan in any respect it deems suitable without the approval of the stockholders of the Company; provided however, that no such action of the Board, without the approval of the stockholders of the Company, may (i) increase the total amount of Stock on which options may be granted under the Plan, (ii) change the manner of determining the option price, (iii) change the class of individuals eligible to receive options, (iv) change the number of options which may be granted to each director or (v) change the times when such options are granted; provided, further, that no amendment, modification or termination of the Plan may in any manner affect any option theretofore granted under the Plan without the consent of the then Holder. Notwithstanding the foregoing, the Plan may not be amended more than once in any six-month period except to comply with changes in the IRC, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any rules or regulations promulgated under either the IRC or ERISA. 15. Investment Purpose. At the time of exercise of any option, the Company may, if it shall deem it necessary or desirable for any reason, require the Holder to (i) in the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), represent in writing to the Company that it is such Holder's then intention to acquire the Stock for investment and not with a view to the distribution thereof or (ii) postpone the date of exercise until such time as the Company has available for delivery to the Holder a prospectus meeting the requirements of all applicable securities laws. 16. Right to Remove Director. Nothing contained herein or in any Option Agreement shall restrict the right of the stockholders of the Company to remove any Holder as director at any time, with or without cause, or shall constitute or be evidence of any agreement or understanding, express or implied, that the Company shall retain a director for any period of time, or at any particular rate of compensation. 24 17. Finality of Determinations. Each determination, interpretation, or other action made or taken pursuant to the provisions of the Plan by the Administrator shall be final and be binding and conclusive for all purposes. 18. Indemnification of Directors. Each director of the Company, solely in his or her capacity as a director, shall be indemnified by the Company against all costs and expenses reasonably incurred by such director in connection with any action, suit or proceeding to which he or she or any of the other directors may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any option granted thereunder, and against all amounts paid in settlement thereof (provided such settlement shall be approved by independent legal counsel) or paid in satisfaction of a judgment in any such action, suit or proceeding, to the extent permitted by Delaware law. Upon the institution of any such action, suit or proceeding, a director of the Company shall notify the Company in writing, giving the Company an opportunity, at its own expense, to handle and defend the same before such director undertakes to handle it on his or her own behalf. 19. Federal Income Tax Consequences. Under the present provisions of the IRC, the federal income tax consequences of participating in the Plan may be summarized as follows: This summary is of general application only and its application to any individual will depend on that individual's circumstances. The summary does not address the effect of state and local income tax laws. The Plan is not subject to the provisions of Section 401 (a) of the IRC or ERISA. The recipient of an option shall not recognize income upon the grant of the option, but, upon exercise, generally shall recognize ordinary income in an amount equal to the difference between the fair market value of the Stock acquired on the exercise date and the option price. The Company generally shall be entitled to a tax deduction at the same time and in the same amount as the income recognized. If an option is exercised within six months of the date of grant and the Holder is restricted from selling the Stock acquired upon exercise because of the restrictions of Section 16(b) of the Exchange Act, unless the Holder elects under Section 83(b) of the IRC to be taxed immediately, he or she shall recognize ordinary income (and the Company shall be entitled to a deduction) at the end of the restricted period imposed by Section 16(b) in an amount equal to the difference between the fair market value of the Stock at that time and the option price. If the Holder pays the option price entirely in cash for tax purposes, his or her basis in the shares of Stock received shall be equal to their fair market value on the exercise date (or the date on which the Section 16(b) period expires, if applicable), and the holding period for tax purposes shall begin on the day following the exercise date. 25 20. Governing Law. The Plan shall be governed by the laws of the State of Delaware. 21. Effective Date. The Plan shall become effective upon the date of its adoption by the Board. However, if the Plan is not approved by the stockholders, the Plan shall be null and void. 22. Override. With respect to persons subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or action by the Administrator fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Administrator. 26 EXHIBIT A U.S. HOME CORPORATION 1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN STOCK OPTION AGREEMENT OPTION AGREEMENT, dated as of _____________, 199_ between U.S. HOME CORPORATION, a Delaware corporation (the "Company"), and ____________________ (the "Holder"). 1. Purpose. The purpose of this Stock Option Agreement (this "Agreement") is to set forth the terms and conditions of the stock option granted to the Holder under the 1998 Non-Employee Directors' Stock Option Plan (the "Plan"). The terms and conditions (including defined terms) of the Plan are expressly incorporated herein and made a part hereof with the same force and effect as if fully set forth herein. The acceptance by the Holder of the Option (as hereinafter defined) granted hereby shall constitute acceptance of and agreement with all of the terms and conditions contained in this Agreement and the Plan. 2. Grant of Option. The Company hereby grants to the Holder an option (the "Option") to purchase all or any part of an aggregate of [5,000] [1,000] shares of the Company's common stock, $.01 par value per share (the "Stock"), at a price of $ i per share (the "Exercise Price"), subject to adjustment as herein provided. Such Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "IRC"). 3. Term. Subject to Sections 4, 5 and 13 hereof, the Option shall be exercisable in whole or in part at any time on or after the date hereof; provided, however, that the Option shall expire on the date 10 years from the date hereof. Any exercise shall be accompanied by a written notice to the Company in substantially the form attached hereto as Schedule 1. 4. Termination of Directorship. If, on or after the date the Option is granted, the Holder (i) resigns as a director of the Company or (ii) is removed as a director of the Company by the stockholders of the Company, with or without cause, the Holder shall have the right, not later than the earlier of (A) three months after such resignation or removal or (B) the termination date of the Option set forth herein, to exercise the Option, to the extent the right to exercise the Option shall have accrued at the date of such resignation or removal, except to the extent that the Option theretofore shall have been exercised. i To be determined pursuant to Section 6 of the Stock Option Plan. 27 5. Retirement, Death or Disability. If the Holder retires at the age of 65 or above, dies, or becomes disabled (within the meaning of Section 22(e)(3) of the IRC) while a director of the Company, the Holder, the personal representative of the Holder or the person or persons to whom the Option shall have been transferred by will or by the laws of descent and distribution, or the disabled Holder, will have the right, not later than the earlier of (i) three years from the date of the Holder's retirement, death or disability or (ii) the termination date of the Option set forth herein, to exercise the Option to the extent the right to exercise the Option shall have accrued at the date of such retirement, death or disability, except to the extent the Option theretofore shall have been exercised. 6. Transferability. The Option shall not be transferable by the Holder other than by will or the laws of descent and distribution. During the lifetime of the Holder, the Option shall be exercisable only by such Holder. If the Holder acquires Stock hereunder, the Holder shall only transfer such Stock in compliance with applicable federal and state securities laws. 7. Payment of Exercise Price. Payment for shares of Stock issued upon exercise of the Option shall be paid in full on the date of purchase. Payment shall be made either in cash or in such other consideration as the Administrator (as defined in the Plan) seems appropriate. Notwithstanding the foregoing, shares of Stock shall not be issued upon exercise of the Option unless and until the aggregate amount of Federal, state and local taxes of any kind required to be withheld, if any, with respect to such exercise have been paid or satisfied or provision for their payment and satisfaction has been made upon such terms as the Administrator may prescribe. 8. Adjustment to Option. The number of shares of Stock subject to the Option and the Exercise Price shall be adjusted, as necessary, in accordance with the provisions of Section 12 of the Plan. 9. No Rights as Stockholder. The Holder shall have no rights as a stockholder with respect to any Stock covered by the Option until such person has become the holder of record of such Stock, and, except for stock dividends as provided in Section 12 of the Plan, no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights in respect of such Stock for which the record date is prior to the date on which he or she shall become the holder of record thereof. 28 10. Right to Remove Director. Nothing contained herein or in any Option Agreement shall restrict the right of the stockholders of the Company to remove any Holder as director at any time, with or without cause, or shall constitute or be evidence of any agreement or understanding, express or implied, that the Company shall retain a director for any period of time, or at any particular rate of compensation. 11. Representations. At the time of any exercise of the Option, the Company may, if it shall deem it necessary or desirable for any reason, require the Holder to (i) in the absence of an effective registration statement under the Securities Act of 1933, as amended, represent in writing to the Company that it is his then intention to acquire the Stock for investment and not with a view to the distribution thereof or (ii) postpone the date of exercise until such time as the Company has available for delivery to the Holder a prospectus meeting the requirements of all applicable federal or state securities laws. 12. Governing Law. This Agreement shall be governed by the laws of the State of Delaware. 29 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. U.S. HOME CORPORATION By: Name: _______________________________ Title: ______________________________ Holder Signature Name: ________________________________ Address: _____________________________ _____________________________ 30 SCHEDULE 1 U.S. Home Corporation 1800 West Loop South Houston, Texas 77252 Attention: Secretary Re: Notice of Exercise of Stock Option Dear Sir: I am the holder of the below-described option to acquire shares of common stock, $.01 par value per share (the "Common Stock"), of U.S. Home Corporation (the "Company") granted under the U.S. Home Corporation 1998 Non-Employee Directors' Stock Option Plan: Number of Shares Exercise Price Date of Option Subject to Option per Share - --------------------- ------------------------- ------------------ I hereby exercise my option to purchase shares of Common Stock and tender the purchase price therefor, reserving my right to purchase any remaining shares of Common Stock subject to the option in accordance with its terms. Dated: Very truly yours, ------------------------------------ Signature Name: _____________________________ Address: ____________________________ ____________________________ EX-5 4 EXHIBIT 5.1 ATTORNEY LETTER 31 EXHIBIT 5.1 April 23, 1998 (212) 836-8000 U.S. Home Corporation 1800 West Loop South Houston, Texas 77027 Ladies and Gentlemen: We have acted as counsel to U.S. Home Corporation, a Delaware corporation (the "Company"), in connection with its Registration Statement on Form S-8 (the "Registration Statement"), filed pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the proposed offering by the Company of up to an aggregate of 200,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), pursuant to (i) the U.S. Home Corporation Non-Employee Director Stock Plan (the "Director Stock Plan") and (ii) the 1998 Non-Employee Directors' Stock Option Plan (the "Directors' Stock Option Plan" and, collectively with the Director Stock Plan, the "Plans"). In that connection, we have reviewed the Company's Restated Certificate of Incorporation, as amended, its Amended and Restated By-Laws, resolutions of its Board of Directors and stockholders and other such documents and records as we have deemed appropriate. On the basis of such review and having regard to legal considerations which we deem to be relevant, it is our opinion that the Common Stock to be issued by the Company pursuant to the Plans, upon issuance in accordance with the terms of the Plans, will be duly and validly authorized and issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an Exhibit to the Registration Statement. In giving this opinion, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Securities and Exchange Commission. Very truly yours, /s/ Kaye, Scholer, Fierman, Hays & Handler, LLP Kaye, Scholer, Fierman, Hays & Handler, LLP EX-23 5 EXHIBIT 23.1 AUDITOR LETTER 32 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated February 6, 1998 included in U.S. Home Corporation's Annual Report on Form 10-K for the year ended December 31, 1997 and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Houston, Texas April 23, 1998 - -------- 1 -----END PRIVACY-ENHANCED MESSAGE-----