-----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, Wr0xDrIxTCDZffuE5V2Ln4GDTxCrL1AN2BaL8DUn7ZMHr23nDHNQAorHzWqmUZYg LJsBqSkytVbWA5j+LA12Dw== /in/edgar/work/20000629/0000950148-00-001353/0000950148-00-001353.txt : 20000920 0000950148-00-001353.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950148-00-001353 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAUFMAN & BROAD HOME CORP CENTRAL INDEX KEY: 0000795266 STANDARD INDUSTRIAL CLASSIFICATION: [1531 ] IRS NUMBER: 953666267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-09195 FILM NUMBER: 664623 BUSINESS ADDRESS: STREET 1: 10990 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3102314000 11-K 1 e11-k.txt FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended: December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ________ to ________ Commission File Number: 1-9195 A. Full title of the plan and the address of the plan, if different from that of the issuer names below: KAUFMAN AND BROAD HOME CORPORATION AMENDED AND RESTATED 401(K) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: KAUFMAN AND BROAD HOME CORPORATION 10990 WILSHIRE BOULEVARD LOS ANGELES, CALIFORNIA 90024 2 KAUFMAN AND BROAD HOME CORPORATION AMENDED AND RESTATED 401(K) SAVINGS PLAN Audited Financial Statements and Supplemental Schedule Years ended December 31, 1999 and 1998 3 Report of Independent Auditors To the Administrative Committee, as Plan Administrator of the Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan We have audited the accompanying statements of net assets available for benefits of the Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan (the Plan) as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes at December 31, 1999 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. June 9, 2000 /s/ ERNST & YOUNG LLP 1 4 KAUFMAN AND BROAD HOME CORPORATION AMENDED AND RESTATED 401(K) SAVINGS PLAN ----------------------------------------------
INDEX TO AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE PAGE - -------------------------------------------------------------------------------- Report of Independent Auditors 2 Audited Financial Statements: Statements of Net Assets Available for Benefits at December 31, 1999 and 1998 3 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1999 and 1998 4 Notes to Financial Statements 5 Supplemental Schedule: Schedule H, line 4i - Schedule of Assets Held for Investment Purposes at End of Year at December 31, 1999 10
5 KAUFMAN AND BROAD HOME CORPORATION AMENDED AND RESTATED 401(K) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, ------------------------- 1999 1998 ---- ---- ASSETS: Investments, at fair value (Note 4) $ 56,610,152 $ 42,518,884 LIABILITIES Other Liabilities 1,039,000) (1,026,800) ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 55,571,152 $ 41,492,084 ============ ============
See accompanying notes. 3 6 KAUFMAN AND BROAD HOME CORPORATION AMENDED AND RESTATED 401(K) SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years Ended December 31, ------------------------ 1999 1998 ---- ---- ADDITIONS TO NET ASSETS AVAILABLE FOR BENEFITS ATTRIBUTED TO: Contributions from: Plan Participants $ 7,277,006 $ 5,441,237 Rollover Contribution from General Homes 401(k) 3,134,971 -- Employer 4,229,883 3,150,487 ------------ ------------ 14,641,860 8,591,724 Forfeitures (614,200) (612,800) ------------ ------------ Net contributions 14,027,660 7,978,924 ------------ ------------ Investment income: Interest and dividends 4,750,522 2,571,346 Net appreciation in fair value of investments 3,592,613 4,049,930 ------------ ------------ 8,343,135 6,621,276 --------- --------- Total additions 22,370,795 14,600,200 ---------- ---------- DEDUCTIONS FROM NET ASSETS AVAILABLE FOR BENEFITS ATTRIBUTED TO: Benefits paid to participants (8,291,727) (6,071,530) ------------ ------------ NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS DURING THE YEAR 14,079,068 8,528,670 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 41,492,084 32,963,414 ------------ ------------ End of year $ 55,571,152 $ 41,492,084 ============ ============
See accompanying notes. 4 7 KAUFMAN AND BROAD HOME CORPORATION AMENDED AND RESTATED 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan (the "Plan") are prepared on an accrual basis. Investment income is recorded as earned. Distributions of the Plan benefits to withdrawing participants are recorded when distributed. Expenses incurred in the administration of the Plan are paid by Kaufman and Broad Home Corporation (the "Company" and Plan Sponsor"). The financial statements are based on information provided to the Company and certified as complete and accurate by Fidelity Trust Management Company (the "Trustee"). Certain adjustments have been made to the financial statements provided by the Trustee in order for them to conform to the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Included in investments are amounts allocated to accounts of persons who have requested payment of their account balances due to termination, retirement, or death. Such amounts are classified as components of net assets available for plan benefits at December 31, 1999 and 1998 in the amounts of $2,652,378 and $1,848,300, respectively. 2. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 The following is a reconciliation of net assets available for plan benefits between the financial statements and the Form 5500:
December 31, ------------------------- 1999 1998 ---- ---- Net assets available for plan benefits per financial statements $ 55,571,152 $ 41,492,084 Liability recorded in the Form 5500 for amounts due to withdrawn participants (2,652,378) (1,848,300) ---------- ---------- Net assets available for plan benefits per the Form 5500 $ 52,918,774 $ 39,643,784 ============ ============ The following is a reconciliation of benefits paid to participants between the financial statements and Form 5500:
5 8
Years Ended December 31, 1999 1998 ---- ---- Benefits paid to participants per the financial statements $ 8,291,727 $ 6,071,530 Add: Amounts related to withdrawn participants at year end 2,652,378 1,848,300 Less: Amounts related to withdrawn participants from previous year (1,848,300) (1,237,800) ---------- ---------- Benefits paid to participants per the Form 5500 $ 9,095,805 $ 6,682,030 =========== ===========
3. GENERAL DESCRIPTION OF THE PLAN The Plan is a defined contribution plan whereby salaried employees of the Company are eligible to enroll in the Plan on January 1, April 1, July 1 or October 1 following the completion of 1,000 hours of service with the Company computed from the date of employment, or full-time employment for six months. Participants electing to participate in the Plan may contribute up to 10% of their annual compensation, on a pretax basis, by means of salary reduction. Participants may also contribute up to an additional 9% of their annual compensation, on an after tax basis, also by means of salary reduction. All contributions must be in whole percentages. Pretax contributions are eligible for tax deferred treatment up to the limits provided by the Tax Reform Act of 1986, as adjusted for cost of living. Unless otherwise elected by the Board of Directors, the Company will match the participant's pretax contribution up to 6% of annual base salary (determined without regard to bonuses and a maximum of $50,000 of regular earnings for commission employees). Company matching contributions and related investment income vest to participants over five years. Plan assets are held by Fidelity Investments. Plan participants may direct the investment of their funds among one or more of the several fund options offered by the Plan. Terminating participants may elect (with spousal consent) to withdraw their contributions, vested Company contributions and related investment income as a lump sum payment. In the absence of a valid election, the participant's vested benefits will be distributed in the form of a Qualified Joint and Survivor Annuity or a Qualified Preretirement Survivor Annuity, or in a lump sum if the actuarial equivalent is not more than $5,000. Nonvested Company contributions are forfeited and used by the Company to reduce future employer contributions. The Plan allows participant loans and hardship withdrawals subject to certain limitations. 6 9 In the event of Plan termination, benefits of all affected participants, if not already so, shall become 100% vested and nonforfeitable. 4. INVESTMENTS Investments are valued at fair value, which is determined daily by Fidelity through reference to published market information using closing prices on the valuation date. The fair value of the Plan's investments at December 31, 1999 and 1998 and the appreciation (depreciation) of the Plan's investments (including investments bought, sold and held during the year) during the years ended December 31, 1999 and 1998, were as follows: 7 10
Net Appreciation (Depreciation) in Fair Value During Fair Value at 1999 December 31, 1999 ----------------- ----------------- Investment Fund: Strong Growth $ 1,102,829 $ 4,081,133 Templeton Dev. Mkts 195,573 729,819 Kaufman and Broad Stock (55,001) 1,622,141 Fidelity Magellan 1,907,067 17,103,279 Fidelity Contrafund 417,951 8,104,716 Fidelity Equity Income (220,359) 7,791,669 Fidelity Intermediate Bond (114,028) 2,282,162 Fidelity Overseas 196,681 940,601 Fidelity Asset Manager 176,418 3,371,928 Fidelity Low-Priced Stock (14,518) 1,712,732 Fidelity Retirement Money Market -- 7,483,622 Participant Loans -- 1,386,350 ----------- ----------- Total $ 3,592,613 $56,610,152 =========== ===========
Net Appreciation (Depreciation) in Fair Value During Fair Value at 1998 December 31, 1998 ----------------- ----------------- Investment Fund: Strong Growth $ 180,236 $ 830,022 Templeton Dev. Mkts (84,124) 275,873 Kaufman and Broad Stock 67,171 790,393 Fidelity Magellan 2,689,150 13,409,477 Fidelity Contrafund 957,508 6,499,042 Fidelity Equity Income 436,757 7,953,691 Fidelity Intermediate Bond 17,005 2,834,767 Fidelity Overseas (3,766) 361,350 Fidelity Asset Manager (104,443) 2,772,576 Fidelity Low-Priced Stock (105,564) 1,426,783 Fidelity Retirement Money Market -- 4,278,147 Participant Loans -- 1,086,763 ----------- ----------- Total $ 4,049,930 $42,518,884 =========== ===========
8 11 KAUFMAN AND BROAD HOME CORPORATION AMENDED AND RESTATED 401(K) SAVINGS PLAN 5. TAX STATUS OF THE PLAN The Plan has received a determination letter from the Internal Revenue Service dated May 7, 1991, stating that the Plan is qualified, in form, under Section 401(a) of the Internal revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 9 12 KAUFMAN AND BROAD HOME CORPORATION AMENDED AND RESTATED 401(K) SAVINGS PLAN SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR AT DECEMBER 31, 1999
Investment Description Shares Cost Current Value - -------------------------------------------------------------------------------------------------------------- Strong Capital Management - Strong Growth Fund 114,446 $ 3,085,155 $ 4,081,133 Franklin Templeton - Templeton Developing Markets Trust I 46,753 571,390 729,819 Kaufman and Broad Home Corporation(*) Common Stock 62,561 1,628,888 1,622,141 Fidelity(*) Mutual Funds: Magellan Fund 125,180 15,404,081 17,103,279 Contrafund 135,034 7,825,529 8,104,716 Equity Income Fund 145,693 8,132,402 7,791,669 Intermediate Bond Fund 233,828 2,375,789 2,282,162 Overseas 19,592 765,796 940,601 Asset Manager Fund 183,456 3,217,386 3,371,928 Low-Priced Stock 75,651 1,720,375 1,712,732 Retirement Money Market Fund 7,483,622 7,483,622 7,483,622 Participant(*) Loans 6% to 10% interest rates -- 1,386,350 - - -- --------- $56,610,152 ===========
*Party-in-interest to the Plan 10 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan Dated: June 29, 2000 by: /s/ Cory Cohen ---------------------- Cory Cohen Vice President of Tax 14 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NO. DESCRIPTION NUMBERED PAGE 23.1 Independent Auditor's Consent
EX-23.1 2 ex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-49307), pertaining to the Amended and Restated 401(k) Savings Plan of Kaufman and Broad Home Corporation of our report dated June 9, 2000 with respect to the financial statements and schedule of the Kaufman and Broad Home Corporation Amended and Restated 401(k) Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999. ERNST & YOUNG LLP Los Angeles, California June 29, 2000 -----END PRIVACY-ENHANCED MESSAGE-----