1
As filed with the Securities and Exchange Commission on April 3, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
KAUFMAN AND BROAD HOME CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-3666267
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
10990 WILSHIRE BLVD 90024
LOS ANGELES, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
KAUFMAN AND BROAD HOME CORPORATION
401(k) SAVINGS PLAN
(Full Title of the Plan)
KIMBERLY N. KING, ESQ.
CORPORATE SECRETARY AND ASSOCIATE COUNSEL
KAUFMAN AND BROAD HOME CORPORATION
10990 WILSHIRE BLVD.
LOS ANGELES, CA 90024
(Name and Address of Agent for Service)
(310) 231-4000
(Telephone Number, Including Area Code, of Agent for Service)
---------------
Copies of all communications, including all communications sent to agent for
service, should be sent to:
RONALD O. MUELLER
GIBSON, DUNN & CRUTCHER LLP
1050 CONNECTICUT AVENUE, NW, SUITE 900
WASHINGTON, DC 20036
(202) 955-8500
2
========================================================================================================================
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
PRICE PER SHARE PRICE FEE
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$1.00 share, including 100,000(2) N/A $3,234,375(3) $955
Preferred Stock Purchase
Rights (1) . . . .
- ------------------------------------------------------------------------------------------------------------------------
(1) The Preferred Stock Purchase Rights, which are attached to the shares
of Kaufman and Broad Home Corporation Common Stock being registered, will be
issued for no additional consideration and, therefore, no additional
registration fee is required.
(2) Pursuant to Rule 416(a), this Registration Statement also registers
such number of additional securities that may be offered pursuant to the terms
of the Kaufman and Broad Home Corporation 401(k) Savings Plan which provides
for a change in the amount or type of securities being offered or issued to
prevent dilution as a result of stock splits, stock dividends or similar
transactions. Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Kaufman and Broad Home
Corporation 401(k) Savings Plan.
(3) Calculated pursuant to Rules 457(c) and 457(h)(1) based upon the
average of the high and low prices of the Common Stock on the New York Stock
Exchange on March 30, 1998, which was $ 32.34375.
3
INTRODUCTION
This Registration Statement on Form S-8 is filed by Kaufman and Broad
Home Corporation, a Delaware Corporation (the "Company"), and the Kaufman and
Broad Home Corporation 401(k) Savings Plan (the "Plan"), relating to 100,000
shares of the Company's Common Stock, par value $1.00 per share (the "Common
Stock"), to be offered and sold to accounts of eligible employees of the
Company under the Plan, as well as to an indeterminant amount of interests in
the Plan.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed with the Securities
and Exchange Commission (the "Commission") are hereby incorporated in this
Registration Statement by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
November 30, 1997, filed on February 27, 1998;
(2) The description of the Common Stock set forth in the Registrant's
registration statement on Form 8-A, filed with the Commission on June
30, 1986, File No. 001-09195, together with any amendment or report
filed with the Commission for the purpose of updating such
description.
(3) All reports and other documents filed by the Registrant or the Plan
since the end of the fiscal year referred to in paragraph (1) above
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all
securities offered
1
4
hereunder have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of
filing of such reports and documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
such person serving in any such capacity who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor, against
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action or suit if he acted in
good faith in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of Chancery or such other court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses which the Court of Chancery or such other court shall deem proper.
2
5
Article 6(d) of the Registrant's Certificate of Incorporation provides
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 by reason
of the fact that such person is or was a director, officer, employee or agent
of the Registrant shall be indemnified and held harmless by the Registrant to
the full extent permitted by the General Corporation Law of Delaware against
all expenses, liability and loss (including without limitation attorney's fees,
judgments, fines and amounts paid in settlement) reasonably incurred by such
person in connection therewith. The rights conferred by Article 6(d) are
contractual rights and include the right to be paid by the Registrant the
expenses incurred in defending such action, suit or proceeding in advance of
the final disposition thereof.
Article 6(c) of the Registrant's Certificate of Incorporation provides
that the Registrant's directors will not be personally liable to the Registrant
or its stockholders for monetary damages resulting from breaches of their
fiduciary duty as directors except (i) for any breach of the duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law, which makes directors
liable for unlawful dividends or unlawful stock redemptions or (iv) for
transactions from which directors derive an improper personal benefit.
The Registrant has purchased directors' and officers' liability
insurance policies which insure against certain liabilities incurred by
directors and officers of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
5 The Company and the Company's 401(k) Savings Plan hereby
undertake that they have submitted and will submit the
Plan and any amendments to the Plan to the Internal
Revenue Service in a timely manner and have made and
will make all changes required by the Internal Revenue
Service in order to qualify the plan.
23.1 Consent of Ernst & Young LLP.
24 Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
3
6
(a) 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 Securities Act of 1933, as
amended (the "Securities Act");
(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. 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 and of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) 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;
(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;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(b) That, for the purpose of determining any liability
under the Securities 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the 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.
4
7
(3) Insofar as indemnification for liabilities arising under the
Securities 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 Securities and Exchange
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.
5
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Kaufman and Broad Home Corporation 401(k) Savings Plan in the capacities
indicated below, on this 2nd day of April, 1998.
KAUFMAN AND BROAD HOME
CORPORATION 401(k) SAVINGS PLAN
By: /s/ Cory Cohen
------------------------------------
Name: Cory Cohen
----------------------------------
Title: Member, Administrative Committee
---------------------------------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Los Angeles, California, on this 2nd day of April, 1998.
KAUFMAN AND BROAD HOME CORPORATION
By: /s/ Michael F. Henn
---------------------------------
Michael F. Henn
Senior Vice President and
Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael F. Henn, Barton P. Pachino and
Kimberly N. King, and each of them, his or her true and lawful attorney-in-fact
and agent, with full power of substitution, for him or her in his or her name,
and in any and all capacities, to sign all amendments (including post-effective
amendments) to the Registration Statement to which this power of attorney is
attached and all subsequently filed registration statements including any
amendments thereto, for the same offerings that are to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, and to file all such
amendments, registration statements and all exhibits to them and other
documents to be filed in connection with them, with the Securities and Exchange
Commission.
9
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Bruce Karatz Chairman of the Board, Chief April 2, 1998
- ----------------------------------------- Executive Officer and President
Bruce Karatz
(Principal Executive Officer)
/s/ Michael F. Henn Senior Vice President and Chief April 2, 1998
- ----------------------------------------- Financial Officer
Michael F. Henn (Principal Financial and Accounting Officer)
/s/ Steve Bartlett Director April 2, 1998
- -----------------------------------------
Steve Bartlett
/s/ Ronald W. Burkle Director April 2, 1998
- -----------------------------------------
Ronald W. Burkle
/s/ Jane Evans Director April 2, 1998
- -----------------------------------------
Jane Evans
/s/ Ray R. Irani Director April 2, 1998
- -----------------------------------------
Ray R. Irani
/s/ James A. Johnson Director April 2, 1998
- -----------------------------------------
James A. Johnson
/s/ Guy Nafilyan Director April 2, 1998
- -----------------------------------------
Guy Nafilyan
/s/ Luis G. Nogales Director April 2, 1998
- -----------------------------------------
Luis G. Nogales
/s/ Charles R. Rinehart Director April 2, 1998
- -----------------------------------------
Charles R. Rinehart
/s/ Sanford C. Sigoloff Director April 2, 1998
- -----------------------------------------
Sanford C. Sigoloff
10
EXHIBIT INDEX
Exhibit Description Sequentially
- --------- -------------------------------------------------------------------- ------------------
Number Numbered Page
- ------ -------------
5 The Company and the Company's 401(k) Savings Plan hereby undertake that they have submitted and
will submit the Plan and any amendments to the Plan to the Internal Revenue Service in a timely
manner and have made and will make all changes required by the Internal Revenue Service in order
to qualify the plan.
23.1 Consent of Ernst & Young LLP.
24 Power of Attorney (included on signature page)