-----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, EqVSgkVm/g8R7wjrdY8924g8fjfapjTdpTQ8PXljDCIn0Txk79QdJbdrBsMAfhTH V305WvZ7bSyU/DitOy8iwQ== 0000950123-00-005190.txt : 20000517 0000950123-00-005190.hdr.sgml : 20000517 ACCESSION NUMBER: 0000950123-00-005190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000502 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000516 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: 8-K SEC ACT: SEC FILE NUMBER: 001-05899 FILM NUMBER: 637960 BUSINESS ADDRESS: STREET 1: 10707 CLAY ROAD STREET 2: P O BOX 2863 CITY: HOUSTON STATE: TX ZIP: 77252-2863 BUSINESS PHONE: (713) 877-2311 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 8-K 1 U.S. HOME CORPORATION 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT ---------------------- PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------------- Date of Report (Date of earliest event reported): May 2, 2000 U.S. HOME CORPORATION ---------------------- (Exact name of registrant as specified in its charter)
DELAWARE 1 - 5899 21-0718930 -------- -------- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.)
10707 CLAY ROAD, HOUSTON, TEXAS 77041 -------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 877-2311 N/A --- (Former name or former address, if changed since last report.) =============================================================================== 2 ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Pursuant to the terms of a merger agreement, dated as of February 16, 2000 (the "Merger Agreement"), and as amended as of March 17, 2000, U.S. Home Corporation ("U.S. Home") merged with and into Len Acquisition Corporation, a wholly-owned subsidiary of Lennar Corporation ("Lennar"). As a result, U.S. Home became a wholly-owned subsidiary of Lennar. The merger was approved by the requisite shareholders of each of U.S. Home and Lennar at meetings held on April 28, 2000 and became effective at 11:59 p.m. on May 2, 2000. As a result of the merger, most U.S. Home stockholders received, for each U.S. Home share of common stock they owned, $18 in cash and .96 shares of Lennar common stock. However, U.S. Home stockholders who elected to receive their entire consideration in cash received $36 in cash. Because of limitations on the number of Lennar shares of common stock to be issued in the transaction, U.S. Home stockholders who elected to receive their entire consideration in Lennar common stock received, for each U.S. Home share of common stock they owned, 1,492 shares of Lennar common stock and $8.03 in cash. The total consideration paid to U.S. Home stockholders in the merger was $243,382,497.98 in cash and 12,978,320.00 shares of Lennar common stock. Lennar entered into senior secured credit facilities providing $1.4 billion with a group of financial institutions for the purpose of, among other things, financing the merger. The credit facilities consist of a $700 million five-year revolving credit facility, a $300 million 364-day revolving credit facility and a $400 million term-B loan. Bank One, NA, is the administrative agent, and Bankers Trust Company is the syndication agent for the credit facilities. In connection with the financing, Lennar pledged shares of stock of Len Acquisition Corporation, which changed its name to U.S. Home Corporation upon the consummation of the merger. Lennar also issued $325 million of 9.95% Senior Notes due 2010 (for gross proceeds of about $300 million) to finance, among other things, the merger. A copy of the press release describing the financing is attached hereto as Exhibit 99.1. Pursuant to the Merger Agreement and the employment agreements between Lennar and each of Robert J. Strudler and Isaac Heimbinder, Mr. Strudler, Mr. Heimbinder, Steven Gerard and Herve Ripault, each a former director of U.S. Home, were elected to Lennar's board of directors, effective immediately after the consummation of the merger. Except as described herein, there are no arrangements known to U.S. Home that at a later date may result in a change in control of U.S. Home. Further information about the merger is incorporated by reference to Lennar's Registration Statement, Commission File No. 333-32860. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. None. (b) Pro forma financial information. None. (c) Exhibits. 99.1 Press Release, dated May 3, 2000. 99.2 Plan and Agreement of Merger, dated as of February 16, 2000, by and among U.S. Home Corporation, Lennar Corporation and Len Acquisition Corporation. Incorporated by reference from exhibit 99.1 to U.S. Home Corporation's Current Report on Form 8-K dated February 28, 2000. 99.3 Amendment to Merger Agreement, dated as of March 17, 2000, by and among U.S. Home Corporation, Lennar Corporation and Len Acquisition Corporation. Incorporated by reference from exhibit 99.1 to U.S. Home Corporation's Current Report on Form 8-K dated April 17, 2000. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. U.S. HOME CORPORATION Date: May 16, 2000 By: /s/ Chester P.Sadowski ---------------------- Chester P. Sadowski Senior Vice President - Controller and Chief Accounting Officer 4 EXHIBIT INDEX Exhibit No. Exhibit - ---------- ------- 99.1 Press Release, dated May 3, 2000. 99.2 Plan and Agreement of Merger, dated as of February 16, 2000, by and among U.S. Home Corporation, Lennar Corporation and Len Acquisition Corporation. Incorporated by reference from exhibit 99.1 to U.S. Home Corporation's Current Report on Form 8-K dated February 28, 2000. 99.3 Amendment to Merger Agreement, dated as of March 17, 2000, by and among U.S. Home Corporation, Lennar Corporation and Len Acquisition Corporation. Incorporated by reference from exhibit 99.1 to U.S. Home Corporation's Current Report on Form 8-K dated April 17, 2000. EX-99.1 2 PRESS RELEASE 1 [LENNAR NEWS LETTERHEAD] Contact: Kelly Somoza Investor Relations Lennar Corporation (713) 877-2391 FOR IMMEDIATE RELEASE - --------------------- LENNAR COMPLETES ACQUISITION OF U.S. HOME; FINALIZES $1.7 BILLION ----------------------------------------------------------------- OF FINANCING TRANSACTIONS AND ACCEPTS TENDERS OF U.S. HOME DEBT --------------------------------------------------------------- SECURITIES ---------- Miami, May 3, 2000 -- Lennar Corporation (NYSE: LEN) announced today that it has completed its acquisition of U.S. Home Corporation. As previously announced, the stockholders of both corporations approved the transaction at meetings held on April 28, 2000. The acquisition became effective at 11:59 p.m. on May 2, 2000. Lennar also announced that it has entered into $1.7 billion of financing related to the acquisition, for working capital and for future growth. The financing includes senior secured credit facilities with a group of financial institutions which will provide Lennar with up to $1.4 billion of financing and $325 million of Senior Notes. The credit facilities consist of a $700 million five-year revolving credit facility, a $300 million 364-day revolving credit facility and a $400 million term loan B. Bank One, NA, is the administrative agent, and Bankers Trust Company is the syndication agent for the credit facilities. Lennar completed the sale of $325 million aggregate principal amount of its 9.95% Senior Notes due 2010 for gross proceeds of approximately $300 million. The Notes were sold to institutional investors in a private offering. Lennar expects to use the proceeds from the sale of the Notes to purchase U.S. Home debt securities tendered in response to its subsidiary's tender offer. (more) 2 2-2-2 The tender offer for the $525 million of U.S. Home debt securities expired at 5:00 p.m., New York City time, on May 2, 2000. All U.S. Home debt securities, which were properly tendered in response to the offer, have been accepted. As of 5:00 p.m. on May 2, 2000, the following aggregate principal amount and percentage of each issue of U.S. Home debt securities had been tendered in response to the offer:
Principal % of Amount Issue --------- ----- U.S. Home's 7.95% Senior Notes due 2001........... $ 69,783,000 93% U.S. Home's 8.25% Senior Notes due 2004........... $ 97,811,000 98% U.S. Home's 7 3/4% Senior Notes due 2005.......... $ 96,410,000 96% U.S. Home's 8.88% Senior Subordinated Notes due 2007............................................ $116,942,000 94% U.S. Home's 8.875% Senior Subordinated Notes due 2009............................................ $121,502,000 97%
As a result of the successful completion of the tender offer, amendments to the indentures governing each issue of the U.S. Home debt securities which effectively remove all of the covenants from the indentures other than covenants to pay principal and interest and to offer to purchase the debt securities following a change in control of U.S. Home, have become operative. Lennar's acquisition of U.S. Home constituted a change in control of U.S. Home which will entitle holders of U.S. Home's public debt securities who did not tender them to the Lennar subsidiary to require U.S. Home to purchase them for 101% of their principal amount. Information about how to do this will be distributed to holders of the remaining U.S. Home public debt securities shortly. Lennar Corporation, founded in 1954, is headquartered in Miami, Florida. The Company has homebuilding operations in 13 states and is one of the nation's leading builders of quality homes for all generations, building affordable, move-up and retirement homes. The Company builds homes under the Lennar Homes, U.S. Home, Greystone Homes, Village Builders, Renaissance Homes and Winncrest Homes brand names. Lennar's Financial Services Division provides residential mortgage services, title, closing and other ancillary services for Lennar homebuyers and other customers. Previous press releases may be obtained at www.lennar.com or by fax by calling 1-800-758-5804 and entering extension number 507038. ______________________________________________________________________________ Certain statements contained in this press release may be "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those which are anticipated. Such factors include, but are not limited to, changes in general economic conditions, the market for homes generally and in areas where the Company has developments, the availability and cost of land suitable for residential development, materials prices, labor costs, interest rates, consumer confidence, competition, environmental factors and government regulations affecting the Company's operations. See the Company's Annual Report on Form 10-K for the year ended November 30, 1999 for a further discussion of these and other risks and uncertainties applicable to the Company's business. ______________________________________________________________________________ ### [LENNAR CORPORATION LOGO] -----END PRIVACY-ENHANCED MESSAGE-----