-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BrUTeUHpO1ghmpOzdS/Bw2g89AWKQDt2v2VYBWhJwqeNM9Sq4wSpkqlWfDPMbMj4 Zx9dN3DNeH2eq5sXeEBBoQ== 0000950147-95-000100.txt : 19950725 0000950147-95-000100.hdr.sgml : 19950725 ACCESSION NUMBER: 0000950147-95-000100 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950531 FILED AS OF DATE: 19950724 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL HOMES HOLDING CORP CENTRAL INDEX KEY: 0000796122 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 860554624 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10700 FILM NUMBER: 95555492 BUSINESS ADDRESS: STREET 1: 7001 N SCOTTSDALE RD STE 2050 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 BUSINESS PHONE: 6024830006 MAIL ADDRESS: STREET 1: 7001 N SCOTTSDALE ROAD STREET 2: SUITE 2050 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 DEF 14A 1 NOTICE AND PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 CONTINENTAL HOMES HOLDING CORP. ---------------------------------------- (Name of Registrant as Specified in Its Charter) KENDA GONZALES - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-1l(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: CONTINENTAL HOMES HOLDING CORP. 7001 N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253 (602) 483-0006 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS to be held August 30, 1995 To our Stockholders: You are cordially invited to attend the Annual Meeting of Stockholders to be held on August 30, 1995, at 9:00 A.M. (Phoenix time) at the Company's executive offices located at 7001 N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253, for the following purposes: (1) To elect seven directors; and (2) To transact such other business as may properly come before the meeting or any adjournments thereof. Only holders of Common Stock of record at the close of business of June 26, 1995 will be entitled to receive notice of and to vote at the meeting or at any adjournment thereof. By Order of the Board of Directors Kenda B. Gonzales Secretary Scottsdale, Arizona July 24, 1995 Whether or not you intend to be present at the meeting, please date and sign the enclosed proxy card and mail it promptly in the enclosed postage-paid, addressed envelope. PROXY STATEMENT The Annual Meeting of Stockholders of Continental Homes Holding Corp. (the "Company") will be held at the Company's executive offices located at 7001 N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253, on August 30, 1995 at 9:00 A.M. (Phoenix time) for the purposes set forth in the foregoing notice of meeting. The accompanying form of proxy for use at the meeting and at any adjournments thereof is solicited by the Board of Directors of the Company. Any proxy may be revoked by the stockholder by written notice to the Secretary of the Company, if such notice is actually received by her before such proxy is exercised, or by attending and voting at the meeting in person. A plurality of the shares held by persons present at the meeting in person or by proxy is required for the election of directors. Abstentions and votes withheld by brokers in the absence of instructions from street-name holders (broker non-votes) have the same effect as votes cast against a particular proposal. Proxies in the accompanying form which are properly executed by stockholders, duly returned to the Company and not revoked will be voted in the manner indicated below. This proxy statement and the accompanying proxy are being mailed to stockholders on or about July 24, 1995. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF As of the close of business on June 26, 1995, the record date for the meeting, the Company had 6,925,020 shares of its common stock, par value $.01 per share (the "Common Shares") outstanding and entitled to vote at the meeting. Each Common Share will be entitled to one vote on each matter presented at the meeting. The presence in person or by proxy of a majority of Common Shares entitled to vote at the meeting shall constitute a quorum. The following table sets forth certain information as of the close of business on June 30, 1995 concerning (i) the beneficial ownership of the Common Shares by each director, nominee for director and named executive officer and by all directors and executive officers of the Company as a group and (ii) each person who, to the knowledge of the Company, is the beneficial owner of more than 5% of the Common Shares. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and does not necessarily bear on the economic incidence of ownership or the right to transfer such shares. Number of Percent Common Shares of Name and Address Beneficially Common of Beneficial Owner (1) Owned Shares ----------------------- ------------- ------- Donald R. Loback 547,850 7.8% Kathleen R. and Robert J. Wade (2) 625,350 8.9% W. Thomas Hickcox 35,945(3) * Bradley S. Anderson 200 * Jo Ann Rudd 0 * William Steinberg 500 * Timothy C. Westfall 13,250(4) * Directors and officers as a group (12 persons) 1,317,861(5) 18.8% Wellington Management Company (6) 867,478 12.4% Vanguard/Windsor Fund, Inc. (7) 688,500 9.8% First Union Corporation (8) 616,768 8.8% *Denotes less than 1% of outstanding Common Shares (1) Except as set forth in Notes 6 through 8, the address for each beneficial owner is c/o Continental Homes Holding Corp., 7001 N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253. (2) Kathleen R. Wade and Robert J. Wade are wife and husband and hold the shares as joint tenants under the Wade Family Revocable Trust I. (3) Includes options to purchase 22,445 Common Shares granted under the Amended and Restated 1988 Stock Incentive Plan and the Restated 1986 Stock Incentive Plan. (4) Includes options to purchase 13,250 Common Shares granted under the Amended and Restated 1988 Stock Incentive Plan and the Restated 1986 Stock Incentive Plan. (5) Includes options to purchase 93,335 Common Shares granted under the Amended and Restated 1988 Stock Incentive Plan and the Restated 1986 Stock Incentive Plan. (6) As reflected in Schedule 13-G dated January 24, 1995 filed by Wellington Management Company. Their address is 75 State Street, Boston, Massachusetts 02109. (7) As reflected in Schedule 13-G dated February 10, 1995 filed by Vanguard/Windsor Fund, Inc. Their address is Post Office Box 2600, Valley Forge, Pennsylvania, 19482-2600. (8) As reflected in Schedule 13-G dated February 13, 1995 filed by First Union Corporation. Their address is One First Union Center, Charlotte, North Carolina, 28288. PROPOSAL ONE ELECTION OF DIRECTORS All directors (seven in number) are proposed to be elected to hold office until the next Annual Meeting of Stockholders and until the election and qualification of their successors. All nominees are currently members of the Board. The proxies solicited hereby, unless directed to the contrary, will be voted for the seven persons named below. Management has no reason to believe that any nominee will be unable or unwilling to serve as a director, but if for any reason any of those persons should not be available or able to serve, the accompanying proxy will be voted in accordance with the best judgement of the persons acting thereunder. The following information is furnished with respect to each nominee. Name, Age and Year Position with the Company, Present Principal in which First Occupation, Principal Occupations During the Elected as a Director Last Five Years and Other Directorships - --------------------- -------------------------------------------- Donald R. Loback Co-Chief Executive Officer of the Company. 43 (1985) Kathleen R. Wade Co-Chief Executive Officer of the Company. 42 (1985) Ms. Wade is also a Director of Inter-tel Incorporated. Ms. Wade is the wife of Robert J. Wade. Robert J. Wade President of the Company and Continental Homes 46 (1985) Inc., a subsidiary of the Company ("CHI"). Mr. Wade is the husband of Kathleen R. Wade. W. Thomas Hickcox Chief Operating Officer of the Company since 42 (1992) December 1994, Senior Vice President of CHI since May 1991 and he was Vice President of Sales and Marketing of CHI from May 1985 to May 1991. Bradley S. Anderson Senior Associate, Commercial Properties 34 (1993) Division of CB Commercial Real Estate Group, Inc., a real estate brokerage company in Scottsdale, Arizona since January 1987. Jo Ann Rudd Owner/President of the accounting firm of Jo 50 (1992) Ann Rudd CPA, P.C. in Phoenix, Arizona since April 1986. William Steinberg Vice President, AMB Institutional Realty 40 (1992) Advisors, Inc., a pension fund advisor in Boston, Massachusetts since August 1994. President and Founder of Saxe Investments, a real estate services and consulting company in Scottsdale, Arizona from February 1993 through July 1994. From August 1988 through February 1993 he was a Partner/Principal of Trammell Crow Company, a real estate development company in Phoenix, Arizona. From August 1988 to June 1991 Mr. Steinberg held a 2.8% general partnership interest in Two Renaissance Square Associates Limited Partnership, whose only asset is a commercial office building in Phoenix, Arizona. On August 20, 1991, the partnership filed for protection from its creditors under Chapter 11 of the United States Bankruptcy Code. During fiscal 1995, the Board of Directors had the following committees: The Audit Committee is composed of Bradley S. Anderson, Jo Ann Rudd and William Steinberg. The function of the Audit Committee is to review the Company's internal controls, its financial reporting and the scope and results of the audit engagement. It meets with appropriate Company financial personnel and independent public accountants in connection with these reviews. The Committee also recommends to the Board the appointment of the independent public accountants, who have access to the Committee at any time. In fiscal 1995 one Audit Committee meeting was held. The Compensation Committee is composed of Bradley S. Anderson, Jo Ann Rudd and William Steinberg. The function of the Compensation Committee is to establish the amount and form of compensation awarded to Messrs. Loback and Wade and Ms. Wade, including salary, bonuses and stock option awards, and to monitor compensation to the other executive officers of the Company. In fiscal 1995, two Compensation Committee meetings were held. The Stock Incentive Committee and Incentive Compensation Committee are comprised of Donald R. Loback, Kathleen R. Wade and Robert J. Wade. The function of the Stock Incentive and Incentive Compensation Committees is to administer the Company's Amended and Restated 1988 Stock Incentive Plan and Restated 1986 Stock Incentive Plan, respectively (except with respect to Mr. Loback and Mr. and Mrs. Wade). During fiscal 1995, the Stock Incentive Committee held three meetings and the Incentive Compensation Committee held no meetings. The Board of Directors does not have a nominating committee. During fiscal 1995, the Board of Directors had a total of three meetings. All of the directors attended more than 75% of the meetings of the Board of Directors and meetings of each of the Committees on which they served. In fiscal 1995 each director who is not an employee was paid an annual fee of $7,500 and an additional $500 for each Board and Committee meeting attended. In fiscal 1996 each non-employee director will be paid an annual fee of $7,500 and $500 for each Board and Committee meeting attended. EXECUTIVE OFFICERS The following information is furnished with respect to executive officers of the Company who are not nominees to serve on the Board of Directors. Position with the Company and Principal Occupations During Name and Age the Last Five Years ------------ ----------------------------- Kenda B. Gonzales Chief Financial Officer of the Company and 37 Treasurer and Secretary of the Company, Financial Vice President of CHI. Leroy Gene Kirtley Vice President of Construction of CHI. 61 Curtis H. Nelson Vice President of Land Acquisition of CHI since 35 April, 1992. Prior to that time, Mr. Nelson held various construction-related positions with CHI. Robert B. Ryan Vice President of Management Information Systems 38 of the Company. Timothy C. Westfall Vice President and General Counsel. 49 Summary Compensation Table The following table sets forth the annual compensation, long-term compensation and all other compensation for the last three fiscal years for the Company's Co-Chief Executive Officers and the three next most highly compensated executive officers (the "Named Officers"). SUMMARY COMPENSATION TABLE
Long Term Annual Compensation Compensation Other Awards Name and Principal Fiscal Salary Bonus Annual Options All Other Position Year $ $ Compensation(1) # Compensation(2) - ----------------------- ------ --------- -------- --------------- --------- --------------- Donald R. Loback 1995 $200,000 $100,000 $ -- -0- $ 4,415 Co-Chief Executive 1994 200,000 92,429 -- -0- 4,398 Officer 1993 200,000 97,193 -- -0- 2,861 Kathleen R. Wade 1995 200,000 100,000 -- -0- 4,074 Co-Chief Executive 1994 200,000 83,714 -- -0- 4,202 Officer 1993 200,000 86,096 -- -0- 2,861 Robert J. Wade 1995 200,000 100,000 -- -0- 4,453 President 1994 200,000 83,714 -- -0- 4,518 1993 200,000 86,096 -- -0- 3,051 W. Thomas Hickcox 1995 192,308 125,000 -- 5,000 4,307 Chief Operating 1994 178,462 81,890 -- 4,000 3,399 Officer 1993 163,462 58,876 -- 7,500 2,408 Timothy C. Westfall 1995 148,385 50,000 -- 3,000 4,409 Vice President and 1994 141,616 30,000 -- 3,000 3,912 General Counsel 1993 135,962 25,000 -- 6,000 2,957 (1) The amount of perquisites and other personal benefits received by each of the Named Officers for fiscal 1995 does not exceed the lesser of $50,000 or 10 percent of the total annual salary and bonus for the year. (2) Includes Company contributions to the Company's 401(K) retirement plan and premiums and administrative service fees paid by the Company under the executive split dollar life insurance program. The Company is entitled to recover the premiums and administrative service fees from any amounts paid by the insurer on such split dollar life policies and has retained a collateral interest in each policy to the extent of the premiums and administrative service fees paid with respect to such policy. The following table sets forth the value of all other compensation :
D.R. K.R. R.J. W.T. T.C. Loback Wade Wade Hickcox Westfall ------ ---- ---- ------- -------- Fiscal 1995 401(K) Company Contribution $ 3,449 $ 3,234 $ 3,234 $ 3,396 $ 3,294 Economic Benefit of Split Dollar Plan 966 840 1,219 911 1,115 ------- ------- ------- ------- ------- $ 4,415 $ 4,074 $ 4,453 $ 4,307 $ 4,409 ======= ======= ======= ======= ======= Fiscal 1994 401(K) Company Contribution $ 3,433 $ 3,363 $ 3,363 $ 2,719 $ 2,981 Economic Benefit of Split Dollar Plan 965 839 1,155 680 931 ------- ------- ------- ------- ------- $ 4,398 $ 4,202 $ 4,518 $ 3,399 $ 3,912 ======= ======= ======= ======= ======= Fiscal 1993 401(K) Company Contribution $ 2,086 $ 2,086 $ 2,086 $ 1,779 $ 2,125 Economic Benefit of Split Dollar Plan 775 775 965 629 832 ------- ------- ------- ------- ------- $ 2,861 $ 2,861 $ 3,051 $ 2,408 $ 2,957 ======= ======= ======= ======= =======
Option Grants in Last Fiscal Year The following table sets forth information on option grants in fiscal 1995 to each of the Named Officers. OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation Individual Grants for Option Term - --------------------------------------------------------------------------------------------------------------- % of Total Options Granted to Exercise Options Employees in Price Expiration Name Granted # (1) Fiscal Year ($/Sh) Date 5% 10% - ---------------- --------- ------------ -------- ---------- -------- --------- Donald R. Loback -0- -0- % $ -- -- $ -- $ -- Kathleen R. Wade -0- -0- -- -- -- -- Robert J. Wade -0- -0- -- -- -- -- W. Thomas Hickcox 5,000 10.9 13.75 06/08/04 43,237 109,570 Timothy C. Westfall 3,000 6.5 13.75 06/08/04 25,942 65,742 (1) All options granted are for Common Shares and are exercisable in cumulative 25% installments commencing one year from the date of grant, with full vesting occurring on the fourth anniversary date.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values The following table sets forth information on option exercises in fiscal 1995 by each of the Named Officers and the value of such officers' unexercised options at May 31, 1995. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Value of Number of Unexercised Unexercised In-The-Money Options at Options at Fiscal Year End (#) Fiscal Year End ($) ------------------------- ------------------------- Shares Acquired Value Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable - ----------- --------------- ------------ ----------- ------------- ----------- ------------- Donald R. Loback -0- $ -- -0- -0- $ -- $ -- Kathleen R. Wade -0- -- -0- -0- -- -- Robert J. Wade -0- -- -0- -0- -- -- W. Thomas Hickcox -0- -- 21,195 13,750 134,044 32,563 Timothy C. Westfall -0- -- 12,500 10,250 89,563 27,500
Compensation Committee Report The Compensation Committee of the Board of Directors is comprised of three non-employee directors and is responsible for establishing the compensation levels for Mr. Loback and Mrs. Wade (Co-Chief Executive Officers) and Mr. Wade (President). The Committee is also responsible for reviewing and monitoring, but not approving compensation to other executives of the Company. The Company's executive compensation programs are intended to enable the Company to attract, retain and reward highly qualified executives while maintaining a strong and direct link between executive pay, the Company's financial performance and return on stockholders' equity. The Company has six Executive Officers excluding Mr. Loback and Mr. and Mrs. Wade. Compensation for such executives is determined by Mr. Loback and Mr. and Mrs. Wade. Commencing in fiscal 1994, such compensation levels were reviewed by the Compensation Committee. It is recognized that management is most familiar with the individual employees, with prevailing levels for compensation within certain markets and other factors affecting compensation. However, Compensation Committee review is to ensure that compensation decisions relative to executives of the Company are made responsibly. The Committee sets compensation for Mr. Loback and Mr. and Mrs. Wade. As a result of the Company's financial performance, the Committee approved a bonus of $100,000 each for fiscal 1995 to be paid in the first quarter of fiscal 1996 and approved the base salaries of $250,000 each for fiscal 1996. As a part of the decision making process, the Committee reviewed prior years compensation of Chief Executive Officers and Presidents of selected homebuilding companies deemed comparable to the Company, noting that during the periods compensation paid to comparable officers had been substantially in excess of the compensation paid to Mr. Loback and Mr. and Mrs. Wade. The only long-term incentive plans maintained by the Company are the stock option plans. The compensation of the executive officers consists principally of salary, annual bonus and income and potential gain from stock options. Mr. Loback and Mr. and Mrs. Wade have never been granted stock options under any of the Company's stock option plans, however they are eligible to receive such grants. The perquisites and other benefits received by executive officers are incidental to employment. The above Committee Report to Shareholders of the Compensation Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference and shall not otherwise be deemed under such Acts. COMPENSATION COMMITTEE Bradley S. Anderson Jo Ann Rudd William Steinberg PERFORMANCE GRAPH The graph below compares the cumulative total return of Continental Homes Holding Corp., the S&P 500 Index and the S&P Homebuilding Index:
==================================================================================================================================== May-90 May-91 May-92 May-93 May-94 May-95 - ------------------------------------------------------------------------------------------------------------------------------------ Continental 100.00 161.91 216.21 245.31 264.60 295.22 - ------------------------------------------------------------------------------------------------------------------------------------ S&P Homebuilding 100.00 118.15 132.57 179.87 147.86 162.79 - ------------------------------------------------------------------------------------------------------------------------------------ S&P 500 100.00 111.79 122.81 137.06 142.90 171.75 ====================================================================================================================================
The above graph is based upon common stock and index prices calculated as of May 31 for each of the last five fiscal year-end periods. The Company's May 31, 1995 closing price per Common Share was $15.25. As of June 30, 1995 the Company's Common Shares closed at $17.375 per share. The stock price performance of Continental Homes Holding Corp. depicted in the graph above represents past performance only and is not indicative of future performance. INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors has appointed the firm of Arthur Andersen & Co., independent public accountants, to audit the consolidated financial statements of the Company for the fiscal year ending May 31, 1996. Representatives of Arthur Andersen & Co. are expected to be present at the Annual Meeting of Stockholders and to be available to respond to appropriate questions. Such representatives will have the opportunity to make a statement at the Annual Meeting if they desire to do so. STOCKHOLDER PROPOSALS Proposals by stockholders intended to be presented at the next Annual Meeting must be received by the Company on or before March 25, 1996 in order to be included in the Proxy Statement and proxy for the 1996 meeting. The mailing address of the Company for submission of any such proposals is 7001 N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253, Attn: Kenda B. Gonzales, Secretary. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and certain of its officers, and persons who own more than 10 percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "SEC"). Officers, directors and greater than 10 percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, the Company believes that during the year ended May 31, 1995, all filing requirements applicable to its officers, directors and greater than 10 percent beneficial owners were complied with. All Form 4 and 5 reports have been filed as required by the Securities Exchange Act of 1934. OTHER MATTERS The Board of Directors knows of no matters other than those described above which are likely to come before the meeting. If any other matters properly come before the meeting, the persons named in the accompanying form of proxy intend to vote the proxies in accordance with their best judgment. The entire cost of solicitation of proxies in the accompanying form will be borne by the Company. The Company will reimburse brokers for their costs associated with transmitting these materials to persons for whom such brokers hold Common Shares. In addition to the use of the mails, proxies may be solicited by directors, officers and regular employees of the Company, by personal interview, telephone and telecopy. The Company's Annual Report to Stockholders (which is not a part of the proxy solicitation material) is being mailed to stockholders together with the Proxy Statement. Stockholders wishing to receive a copy of the Company's Fiscal 1995 Annual Report on Form 10-K (including the financial statements and schedules thereto) filed with the Securities and Exchange Commission may obtain one without charge by making a written request to Kenda B. Gonzales, Continental Homes Holding Corp., 7001 N. Scottsdale Road, Suite 2050, Scottsdale, Arizona 85253. By Order of the Board of Directors KENDA B. GONZALES Secretary CONTINENTAL HOMES HOLDING CORP. 7001 N. Scottsdale Road, Suite 2050, Scottsdale, AZ 85253 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Donald R. Loback, Kathleen R. Wade and Robert J. Wade, and each of them severally, as Proxies of the undersigned, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote as designated below all the shares of Common Stock of Continental Homes Holding Corp. (the "Company") held of record by the undersigned on June 26, 1995, at the Annual Meeting of Stockholders to be held on August 30, 1995 and any adjournment thereof. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL ONE. (1) FOR ELECTION AS DIRECTORS OF ALL NOMINEES LISTED BELOW TO SERVE UNTIL THE 1996 ANNUAL MEETING OF STOCKHOLDERS (except as indicated to the contrary below) [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote (except as indicated to the contrar for all nominees listed below Donald R. Loback, Kathleen R. Wade, Robert J. Wade, W. Thomas Hickcox, Jo Ann Rudd, William Steinberg, Bradley S. Anderson (INSTRUCTION: To withhold authority to vote for any nominee, indicate the individual nominee's name on space provided below.) - -------------------------------------------------------------------------------- (2) In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. This proxy when properly executed will be voted in the manner directed by the undersigned stockholder. If no direction is made, this proxy will be voted FOR Proposal (1). Please sign exactly as name appears P below. When shares are held by joint R tenants, both should sign. When signing O as attorney, executor, administrator, X trustee or guardian, please sign your Y name and indicate full title as such. If a corporation, an authorized officer should sign his name and indicate his title. If a partnership, please sign in partnership name by authorized person. Dated: ---------------------------------- ---------------------------------------- Receipt of Notice of Meeting and Signature Proxy Statement is hereby acknowledged. ---------------------------------------- Please sign, date and mail in the Signature if held jointly enclosed envelope. -----END PRIVACY-ENHANCED MESSAGE-----