-----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, AJTFLX62p4QU4d02t34Ek23J6qcsc0ibs3JsL3+6p5/fW4CSkbRvb+ktg+aFygkV fFRbNwwAq/b3P7ERMnGy8Q== /in/edgar/work/0000902595-00-000119/0000902595-00-000119.txt : 20000929 0000902595-00-000119.hdr.sgml : 20000929 ACCESSION NUMBER: 0000902595-00-000119 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000927 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38387 FILM NUMBER: 729322 BUSINESS ADDRESS: STREET 1: 10990 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3102314000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEWIS RANDALL W CENTRAL INDEX KEY: 0001080274 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1156 N. MOUNTAIN AVENUE CITY: UPLAND STATE: CA ZIP: 91785 BUSINESS PHONE: 9099850971 SC 13D/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) KAUFMAN AND BROAD HOME CORPORATION ---------------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 486168107 --------- (CUSIP Number) Randall W. Lewis 1156 N. Mountain Ave. Upland, California 91785 (909) 985-0971 --------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 21, 2000 ------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(e),13d-1(f) or 13d-1(g), check the following box: [ ] The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 486168107 Schedule 13D 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Randall W. Lewis 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<*> (a)[X ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER<*> 900,869 8 SHARED VOTING POWER* -0- 9 SOLE DISPOSITIVE POWER* 900,869 10 SHARED DISPOSITIVE POWER* -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON<*> 900,869 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11<*> 2.0% 14 TYPE OF REPORTING PERSON IN <*> SEE ITEM 5 OF TEXT BELOW CUSIP NO. 486168107 Schedule 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON LH Whitney, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<*> (a) [X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER<*> 765,945 8 SHARED VOTING POWER<*> 0 9 SOLE DISPOSITIVE POWER<*> 765,945 10 SHARED DISPOSITIVE POWER<*> 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON <*> 765,945 12 CHECK BOX IF THE AGGREGATE AMOUNT N ROW 11 EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11<*> 1.7* 14 TYPE OF REPORTING PERSON CO <*> SEE ITEM 5 OF TEXT BELOW CUSIP NO. 486168107 Schedule 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Gitan Enterprises, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<*> (a) [X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER<*> 24,613 8 SHARED VOTING POWER<*> 0 9 SOLE DISPOSITIVE POWER<*> 24,613 10 SHARED DISPOSITIVE POWER<*> 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON<*> 24,613 12 CHECK BOX IF THE AGGREGATE AMOUNT N ROW 11 EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11<*> 0.06% 14 TYPE OF REPORTING PERSON CO <*> SEE ITEM 5 OF TEXT BELOW CUSIP NO. 486168107 Schedule 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON LHE Platte, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<*> (a) [X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER<*> 0 8 SHARED VOTING POWER<*> 0 9 SOLE DISPOSITIVE POWER<*> 0 10 SHARED DISPOSITIVE POWER<*> 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON <*> 0 12 CHECK BOX IF THE AGGREGATE AMOUNT N ROW 11 EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11<*> 0 14 TYPE OF REPORTING PERSON CO <*> SEE ITEM 5 OF TEXT BELOW CUSIP NO. 486168107 Schedule 13D This Amendment No. 1 to Schedule 13D relates to the Common Stock issued by Kaufman and Broad Home Corporation (the "Company") and is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended. This Amendment No. 1 amends and supplements the following items: ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby supplemented by adding the following: On September 21, 2000, Whitney, Platte and certain other shareholders of the Company entered into a Stock Purchase Agreement with the Company (the "Stock Purchase Agreement") pursuant to which, among other things, (i) Whitney sold 1,134,055 shares of Common Stock of the Company to the Company for $7,371,357.50 in cash and a Promissory Note in the principal amount of $22,114,072.50, and (ii) Platte sold 400,000 shares of the Common Stock of the Company to the Company for $2,600,000 in cash and a Promissory Note in the principal amount of $7,800,000. The Stock Purchase Agreement also amended the Shareholder Agreement to provide that the agreement regarding voting of the Common Stock of the Company will terminate on the earliest to occur of (a) the aggregate beneficial ownership (as defined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of Common Stock by the Shareholders who are parties to the Shareholder Agreement becomes less than 2,000,000 shares, (b) the Board of Directors of the Company does not nominate the Shareholders' designee for election at the 2000 annual meeting or a subsequent annual meeting at which directors of the designee's class are nominated for election, (c) the currently incumbent chief executive officer of the Company as of September 21, 2000 ceases to hold the office of chief executive officer, or (d) December 1, 2003. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended and restated in its entirety to read as follows: Mr. Lewis beneficially owns 900,869 shares, equal to approximately 2.0% of the outstanding shares of the Common Stock of the Company, of which 110,311 shares are held of record by Mr. Lewis (0.25%), 765,945 shares are held of record by Whitney (1.7%), and 24,613 shares are held of record by Gitan (0.06%). Except as set forth in the Shareholder Agreement, Mr. Lewis exercises sole voting power and sole dispositive power over all of the shares owned of record by Mr. Lewis, Whitney and Gitan. Except as otherwise described herein and under Item 4 hereof, none of Mr. Lewis, Whitney or Gitan has acquired or disposed of any of the Company's Common Stock during the past 60 days. CUSIP NO. 486168107 Schedule 13D ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The first paragraph of Item 6 is hereby amended in its entirety to read as follows: See Item 4 for a description of the Purchase Agreement, the Shareholder Agreement and the Stock Purchase Agreement, which are incorporated herein by reference. Certain identified Shareholders (including Mr. Lewis, Whitney and Gitan) and the Company have entered into a Registration Rights Agreement, dated as of January 7, 1999 (the "Registration Rights Agreement"), pursuant to which the Shareholders are entitled to certain "demand registration rights" with respect to their shares of the Company Common Stock. As amended by the Stock Purchase Agreement, the Registration Rights Agreement provides that the Company will not be obligated to file a registration statement relating to a demand registration request: (1) sooner than January 1, 2002 (except that the Company will be obligated to file a registration statement if the request for the registration statement is with respect to shares of the Company Common Stock held by or on behalf of the estate of a deceased Shareholder); (2) for an aggregate of more than 2,000,000 shares of Common Stock during the six-month period commencing January 1, 2002 (the "Demand Period"); (3) more than once in the Demand Period; or (4) if such registration request is for a number of securities which have an aggregate market value less than $10 million. The Registration Right Agreement also grants the Shareholders certain "piggyback registration rights" at any time prior to July 1, 2002, subject to certain exceptions. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following exhibit is attached to this Amendment No.1 to Schedule 13D: Exhibit 1 Stock Purchase Agreement, dated September 21, 2000, by and among the Company and the other signatories listed on the signature page thereto. CUSIP NO. 486168107 Schedule 13D SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 26, 2000 /S/ Randall W. Lewis ------------------------------- Randall W. Lewis LH WHITNEY, LLC By: /s/ Randall W. Lewis ------------------------------- Randall W. Lewis, its member GITAN ENTERPRISES, INC. By: /s/ Randall W. Lewis ------------------------------- Randall W. Lewis, President EX-1 2 0002.txt STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of September 21, 2000, is entered into by and among KAUFMAN AND BROAD HOME CORPORATION, a Delaware corporation (the "Company"), and the other signatories hereto listed on the signature pages to this Agreement (each a "Shareholder" and collectively the "Shareholders"). WHEREAS, the Company and the Shareholders (or their predecessors in interest) are parties to that certain Shareholder Agreement, dated as of January 7, 1999 (the "Shareholder Agreement"), and that certain Registration Rights Agreement, dated January 7, 1999 (the "Registration Rights Agreement"); WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Shareholders desire to sell, and the Company desires to purchase, an aggregate of 4,000,000 shares (the "Shares") of the Company's common stock, par value $1.00 per share ("Common Stock"), held by the Shareholders; and WHEREAS, in connection with the sale of the Shares, the Company and the Shareholders wish to amend the Registration Rights Agreement and the Shareholder Agreement and enter into the other agreements contained in this Agreement; NOW, THEREFORE, upon the premises and the mutual promises herein contained, and for good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties hereby agree as follows: 1. Sale of Shares. Subject to the terms and conditions of this Agreement, at the Closing the Company shall buy, and each Shareholder shall sell to the Company, the number of Shares of Common Stock set forth opposite such Shareholder's name on Exhibit A hereto for a purchase price of (a) Six Dollars and Fifty Cents ($6.50) per Share in cash and (b) a promissory note for Nineteen Dollars and Fifty Cents ($19.50) per Share in the form attached hereto as Exhibit B (the "Promissory Note," and together with the promissory notes issued to the other Shareholders, the "Promissory Notes"). The aggregate purchase price for all of the Shares shall be Twenty Six Million Dollars ($26,000,000) in cash (the "Cash Purchase Price") and Promissory Notes with an aggregate principal amount of Seventy Eight Million Dollars ($78,000,000). 2. Closing. The purchase and sale of Shares contemplated by this Agreement (the "Closing") will take place at the offices of Munger, Tolles & Olson LLP at 355 South Grand Avenue, 35th Floor, Los Angeles, California at 10:00 a.m. (Los Angeles time) on September 21, 2000. At the Closing, (a) each Shareholder who is an individual will deliver to the Company a fully executed and notarized special power of attorney appointing Robert E. Lewis as such Shareholder's true and lawful attorney; (b) each Shareholder that is a corporation or limited liability company will deliver to the Company an original of such Shareholder's duly adopted resolutions or a certified copy of its bylaws or operating agreement authorizing the sale of the Shares and designating a duly authorized representative to act on behalf of such Shareholder; (c) the Shareholders will deliver to the Company certificates representing the Shares, accompanied by duly executed stock powers, with signatures guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchange Medallion Program, for transfer to the Company; and (d) the Company will deliver to each Shareholder (i) such Shareholder's portion of the Cash Purchase Price payable by wire transfer in such an amount and pursuant to the instructions set forth on Exhibit A and (ii) a duly executed Promissory Note in the principal amount specified for such Shareholder on Exhibit A. To the extent that a Shareholder is selling to the Company less than all of the shares of Common Stock evidenced by a particular stock certificate, within two business days of the Closing, the Company shall deliver to any such Shareholder a new certificate of like tenor evidencing the remaining shares of Common Stock owned by such Shareholder. 3. Amendments. (a) Amendment of Registration Rights Agreement. Effective as of the Closing, Section 2(b)(iii) of the Registration Rights Agreement shall be amended in its entirety to read as follows: "(iii) the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 2(b): (A) sooner than January 1, 2002 (except that the foregoing restriction shall not apply to a request for registration of Registrable Securities held by or on behalf of the estate of a deceased Shareholder, but in such case the Company shall have no obligation to serve the Request Notice or to include in the registration any Registrable Securities other than those held by or on behalf of such estate); (B) for an aggregate of more than 2,000,000 shares of Common Stock during the six- month period commencing January 1, 2002 (the "Demand Period"); (C) more than once in the Demand Period; or (D) if such registration request (including Registrable Securities requested to be included in response to a Request Notice) is for a number of Registrable Securities which have an aggregate market value less than $10 million." (b) Amendment of Shareholder Agreement. Effective as of the Closing, the second sentence of Section 2 of the Shareholder Agreement shall be amended in its entirety to read as follows: "The foregoing agreement (the "Voting Agreement") shall be suspended automatically and become ineffective on the earliest to occur of the following events: (a) the aggregate beneficial ownership (whenever used herein, as defined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Common Stock by the Shareholders becomes less than 2,000,000 shares, (b) the Board does not nominate the Shareholders' designee for election at the 2000 annual meeting or a subsequent annual meeting at which directors of the designee's class are nominated for election, (c) the currently incumbent chief executive officer of the Company as of September 21, 2000 ceases to hold the office of chief executive officer, or (d) December 1, 2003." 4. Representations and Warranties of the Shareholders. Each Shareholder individually represents and warrants to the Company as of the Closing as follows: (a) Shareholder has good and marketable title to, and sole record and beneficial ownership of, the number of the Shares set forth opposite such Shareholder's name on Exhibit A hereto, which are to be transferred to the Company pursuant to this Agreement, free and clear of any and all covenants, conditions, marital property rights, and other Encumbrances. (b) If Shareholder is an entity, Shareholder has been duly incorporated or formed and is validly existing in good standing under the laws of its state of incorporation or formation. Whether an individual or an entity, Shareholder has the right, power and authority to enter into this Agreement and any ancillary agreements hereto, to transfer, convey and sell to the Company at the Closing the Shares to be sold to the Company by such Shareholder, and otherwise perform its obligations under this Agreement and any ancillary agreements. Upon consummation of the Closing, the Company will acquire from such Shareholder the legal and beneficial ownership of, and all right to vote and other rights inhering in the Shares to be sold to the Company by such Shareholder, free and clear of all covenants, conditions, marital property rights, or other Encumbrances. (c) Shareholder is not a party to, subject to or bound by any Law or Order, and no Action is pending against Shareholder or, to Shareholder's knowledge, threatened, that would prevent the execution, delivery or performance of this Agreement by Shareholder or the transfer, conveyance and sale of the Shares to be sold by Shareholder to the Company pursuant to the terms hereof. (d) This Agreement has been duly authorized by all necessary corporate, partnership or limited liability company action on the part of Shareholder, and if Shareholder is a corporation, partnership or limited liability company, this Agreement has been executed and delivered by Shareholder and is a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws limiting creditors' rights generally and equitable principles. (e) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby by Shareholder violates or will violate or results or will result in a breach of any of the terms and provisions of, or constitutes or will constitute a default under any material Contract to which Shareholder is a party or is bound or which applies to the Shares being sold, or any Order applicable to Shareholder or to the Shares being sold. (f) If and to the extent required, Shareholder hereby consents to the execution, delivery and performance of this Agreement by each other Shareholder. (g) Shareholder will acquire the Promissory Note for investment for Shareholder's own accounts and not with a view to or for offer or sale in connection with any distribution thereof. Shareholder understands that the Promissory Note will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any applicable state securities laws by reason of a specific exemption or exception from the registration requirements thereof which depend upon, among other things, the accuracy of Shareholder's representations and warranties in this Section. Shareholder understands that the Promissory Note will bear a legend substantially to the effect that the Promissory Note may not be transferred without the prior consent of the Company (which shall not be unreasonably withheld) and has not been registered under the Securities Act or any applicable state securities laws and may be offered and sold only if so registered or upon delivery to the Company of an opinion of counsel that an exemption or exception from such registration is applicable. (h) Shareholder acknowledges receipt of all information requested from the Company and considered by Shareholder to be necessary or appropriate for deciding whether to sell the Shares and acquire the Promissory Note pursuant to this Agreement, including, without limitation, any documents filed by the Company with the Securities and Exchange Commission. Shareholder is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act or has such knowledge and experience in financial and business matters that Shareholder is capable of evaluating the merits and risks of, and Shareholder is able to bear the economic risks of, selling such Shares of Common Stock and acquiring such Shareholder's interest in the Promissory Note. Shareholder has had the opportunity to ask questions and receive answers regarding the terms and conditions of the sale of the Shares and the acquisition of an interest in the Promissory Note pursuant to this Agreement, and Shareholder is satisfied with the responsiveness and adequacy of such answers. Shareholder understands and acknowledges that events or circumstances may occur after the date hereof that may be favorable or unfavorable to the Company's earnings, business affairs or operations, and that such events or circumstances may result in changes in the fair market value of the Shares. 5. Representations and Warranties of the Company. The Company represents and warrants to each Shareholder as of the Closing as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all necessary corporate power and authority to carry on its business as now being conducted. The Company has the necessary corporate power and authority to execute, deliver and perform this Agreement and the Promissory Notes. (b) The purchase of the Shares and the issuance of the Promissory Notes have been duly and validly authorized by the Board of Directors of the Company and by all other necessary corporate action on the part of the Company. This Agreement and the Promissory Notes have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or limiting creditors' rights generally and equitable principles. (c) The execution, delivery and performance of this Agreement by the Company and the issuance of the Promissory Notes will not violate the provisions of, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under (a) the certificate of incorporation or bylaws of the Company, (b) any Law or Order to which the Company is subject or (c) any Contract to which the Company is a party that is material to the financial condition, results of operations or conduct of the business of the Company. The execution and delivery of this Agreement by the Company and the performance of this Agreement by the Company will not require a filing or registration with, or the issuance of any Permit or Approval by, any other third party or Governmental Entity. (d) There is no Order or Action pending or to the knowledge of the Company, threatened against or affecting the Company that individually or when aggregated with one or more other Actions has or might reasonably be expected to have a material adverse effect on the Company's ability to perform this Agreement or the Promissory Notes. (e) The Company is acquiring the Shares from the Shareholders for the Company's own accounts for investment purposes only and not with a view to or for sale in connection with the public distribution thereof. 6. Certain Defined Terms. Any capitalized term used in Section 4 or Section 5 of this Agreement but not defined in this Agreement shall have the meaning assigned to such term in the Purchase Agreement, as amended on January 7, 1999, among the Company and the Sellers named therein, for the purchase and sale of the homebuilding business of the homebuilding entities of the Lewis Homes group of companies. 7. Miscellaneous. (a) Injunctions. Each party acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached. Therefore, each party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which such party may be entitled at law or in equity. (b) Severability. If any term or provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and each of the parties shall use its best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term or provision. (c) Waivers, etc. No failure or delay on the part of either party in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power preclude any other or further exercise thereof or the exercise of any other right or power. No modification or waiver of any provision of this Agreement nor consent to any departure therefrom shall in any event be effective unless the same shall be in writing and signed by each of the parties, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. (d) Entire Agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties, whether written or oral, with respect to the subject matter hereof. The paragraph headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation of this Agreement. (e) Counterparts. For the convenience of the parties, this Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall be one and the same instrument. (f) Amendment. This Agreement may be amended only by a written instrument duly executed by each of the Company and the Shareholders. (g) Notices. Any notice or other communication hereunder must be given in writing and delivered in person or sent by telecopy, by a nationally-recognized overnight courier service or by certified or registered mail, postage prepaid, receipt requested, addressed as follows: If to the Company, addressed to: Kaufman and Broad Home Corporation 10990 Wilshire Boulevard Los Angeles, CA 90024 Attention: Kimberly N. King Fax No.: (310) 231-4280 with a copy to: Munger, Tolles & Olson LLP 355 South Grand Avenue 35th Floor Los Angeles, CA 90071 Attention: Michael O'Sullivan, Esq. Fax No.: (213) 687-3702 If to the Shareholders, addressed to: John M. Goodman Lewis Operating Corp. 1156 N. Mountain Avenue Upland, CA 91785 Fax No.: (909) 912-6770 with a copy to: O'Melveny & Myers LLP 400 South Hope Street Los Angeles, CA 90071 Attn: Richard A. Boehmer, Esq. Fax No.: (213) 430-6407 or to such other address or to such other person as any party shall have last designated by such notice to the other party. Each such notice or other communication shall be effective (i) if given by telecommunication, when transmitted to the applicable number so specified in (or pursuant to) this Section 7(g) and an appropriate answer back is received, (ii) if given by overnight courier for next business day delivery, one business day following delivery by sender to such overnight courier, (iii) if given by mail, three days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (iv) if given by any other means, when actually received at such address. (h) Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the internal laws of the State of California. (i) Assignment. Except as provided herein, the parties may not assign their rights or delegate their obligations under this Agreement without the prior written consent of the other parties. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the Shareholders and the Company have executed this Agreement as of the date first above written. KAUFMAN AND BROAD HOME CORPORATION By: /S/ WILLIAM R. HOLLINGER Name: William R. Hollinger Its: Vice President and Controller SHAREHOLDERS Ralph M. Lewis By: /S/ RALPH M. LEWIS BY ROBERT E. LEWIS Robert E. Lewis, his attorney-in- fact Goldy S. Lewis By: /S/ GOLDY S. LEWIS BY ROBERT E. LEWIS Robert E. Lewis, his attorney-in- fact LHE PLATTE, LLC By: Lewis Holding Company, a Delaware limited liability company, its member By: Forehand Development Corp., a California corporation, its member By: /S/ JOHN M. GOODMAN__________ John M. Goodman, its Authorized Agent LH AUGUSTA, LLC By: /S/ JOHN M. GOODMAN John M. Goodman, its Authorized Agent LH EVANS, LLC By: /S/ JOHN M. GOODMAN John M. Goodman, its Authorized Agent LH GRUNHORN, LLC By: /S/ JOHN M. GOODMAN John M. Goodman, its Authorized Agent LH WHITNEY, LLC By: /S/ JOHN M. GOODMAN John M. Goodman, its Authorized Agent LH JAGERHORN, LLC By: /S/ JOHN M. GOODMAN John M. Goodman, its member EXHIBIT A SHAREHOLDERS Shareholder Shareholder Shares Cash Purchase Principal Wire Instructions Sold (#) Price ($) Amount of Principal Amount of Promissory Note ($) Ralph M. Lewis & Bank: Wells Fargo Bank 45,763 297,459.50 892,378.50 Goldy S. Lewis San Francisco, CA Credit: Long Beach Trust Services WDDA: 4068-000868 Fed Routing #: 121000248 FFC Account #: 219349 LHE Platte, LLC Bank: Wells Fargo Bank 400,000 2,600,000.00 7,800,000.00 San Francisco, CA Credit: Long Beach Trust Services WDDA: 4068-000868 Fed Routing #: 121000248 FFC Account #: 216797 LH Augusta, LLC Bank: Wells Fargo Bank 393,935 2,560,577.50 7,681,732.50 San Francisco, CA Fed Routing #: 121000248 Account #: 4047-100755 LH Evans, LLC Bank: Wells Fargo Bank 1,719,455 11,176,457.50 33,529,372.50 San Francisco, CA Credit: Long Beach Trust Services WDDA: 4068-000868 Fed Routing #: 121000248 FCC Account #: 220960 LH Grunhorn, LLC Bank: Wells Fargo Bank 149,218 969,917.00 2,909,751.00 San Francisco, CA Fed Routing #: 121000248 Account #: 4047-100771 LH Whitney, LLC Bank: Wells Fargo Bank 1,134,055 7,371,357.50 22,114,072.50 San Francisco, CA Credit: Long Beach Trust Services WDDA: 4068-000868 Fed Routing #: 121000248 FCC Account #: 220969 LH Jagerhorn, LLC Bank: Wells Fargo Bank 157,574 1,024,231.00 3,072,693.00 San Francisco, CA Fed Routing #: 121000248 Account #: 4047-100797
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