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Exhibit 99.2
VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of February 16, 2000,
among LMM Family Partnership, L.P., a Delaware limited partnership ("LMM"),
Xxxxxxx Xxxxxx, an individual ("LMiller"), and Xxxxxx Xxxxxx, an individual
("SMiller", and together with LMM and LMiller, the "Xxxxxx Entities") and U.S.
Home Corporation, a Delaware corporation (the "Company").
WHEREAS, Lennar Corporation ("Lennar"), LEN Acquisition Corporation
("Acquisition") and the Company propose to enter into a Plan and Agreement of
Merger dated as of the date hereof (as the same may be amended, supplemented or
modified in accordance with its terms, the "Merger Agreement") providing for the
merger of the Company into Acquisition (the "Merger");
WHEREAS, the Xxxxxx Entities collectively own in the aggregate
9,818,861 shares of Class B Common Stock, par value $0.10 per share, of Lennar
(the "Lennar Class B Stock") and 73,894 shares of common stock, par value $0.10
per share, of Lennar (the "Lennar Common Stock"); those shares of Lennar Class B
Stock and Lennar Common Stock, as they may be adjusted by any stock dividend,
stock split, recapitalization, combination or exchange of shares, merger,
consolidation, reorganization or other change or transaction of or by Lennar,
are referred to in this Agreement as the "Xxxxxx Shares";
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, the Company has requested that the Xxxxxx Entities enter into this
Agreement.
NOW THEREFORE, to induce the Company to enter into, and in
consideration of its entering into, the Merger Agreement, and in consideration
of the mutual covenants and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement agree as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES OF THE XXXXXX ENTITIES
1.1 LMM represents and warrants to the Company as follows:
(a) Authority. It is a limited partnership, duly organized,
validly existing and in good standing under the laws of the State of Delaware.
It has all power and authority necessary to enable it to enter into this
Agreement and to carry out the transactions contemplated by this Agreement. This
Agreement has been duly and validly authorized, executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms.
(b) Non-Contravention. Neither the execution and delivery of
this Agreement nor consummation of the transactions contemplated by this
Agreement or by any document to be
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delivered in accordance with this Agreement will violate, result in a breach of,
or constitute a default (or an event which, with notice or lapse of time or both
would constitute a default) under, its limited partnership agreement, any
agreement or instrument to which it is a party or by which it is bound, any law,
or any order, rule or regulation of any court or governmental agency or other
regulatory organization having jurisdiction over it.
(c) Approvals and Consents. No governmental filings,
authorizations, approvals or consents, or other governmental action is required
for the execution and delivery of this Agreement by it, the performance by it of
its obligations under this Agreement or the consummation by it of the
transactions contemplated by this Agreement.
1.2 Each of LMiller and SMiller represents and warrants to the Company
as follows:
(a) Authority. Each of LMiller and SMiller has full capacity and
authority to enter into this Agreement and to carry out the transactions
contemplated by this Agreement. This Agreement has been duly executed and
delivered by each of LMiller and SMiller and constitutes a legal, valid and
binding obligation each of LMiller and SMiller enforceable against each of
LMiller and SMiller in accordance with its terms. The representations and
warranties in Section 1.1 are true and correct.
(b) Non-Contravention. Neither the execution and delivery of this
Agreement nor consummation of the transactions contemplated by this Agreement or
by any document to be delivered in accordance with this Agreement will violate,
result in a breach of, or constitute a default (or an event which, with notice
or lapse of time or both would constitute a default) under, any agreement or
instrument to which LMiller or SMiller is a party or by which LMiller or SMiller
is bound, any law, or any order, rule or regulation of any court or governmental
agency or other regulatory organization having jurisdiction over LMiller or
SMiller.
(c) Approvals and Consents. No governmental filings,
authorizations, approvals or consents, or other governmental action is necessary
or required for the execution and delivery of this Agreement by LMiller or
SMiller, the performance by LMiller or SMiller of LMiller's or SMiller's
obligations under this Agreement or the consummation of the transactions
contemplated hereby.
1.3 Each of the Xxxxxx Entities represents and warrants to the
Company that
(a) the Xxxxxx Shares constitute more than 98% of the outstanding
shares of Lennar Class B Stock and have more than 50% of the voting power of all
the outstanding stock of Lennar of all classes; (b) the Xxxxxx Entities own the
Xxxxxx Shares, free and clear of any liens, claims, security interests, proxies,
voting trusts or agreements, understandings or arrangements which would in any
way restrict or impair the Xxxxxx Entities' right to vote the Xxxxxx Shares in
their sole discretion or could require the Xxxxxx Entities to sell or transfer
any of the Xxxxxx Shares (whether upon default on a loan or otherwise) before
the Effective Time; (c) the Xxxxxx Entities have the sole voting power and sole
power to issue instructions with respect to the Xxxxxx Shares and (d) the
obligations of the Xxxxxx Entities hereunder
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shall survive the death, disability or incapacity of LMiller and SMiller.
1.4 The Company hereby represents and warrants to the Xxxxxx Entities
as follows:
(a) Authority. 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 power and authority necessary to enable it to enter into
this Agreement and to carry out the transactions contemplated by this Agreement.
This Agreement has been duly and validly authorized, executed and delivered by
the Company and constitutes a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms.
(b) Non-Contravention. Neither the execution and delivery of this
Agreement by the Company nor the consummation of the transactions contemplated
by this Agreement will violate, result in a breach of, or constitute a default
(or an event which, with notice or lapse of time or both would constitute a
default) under, the certificate of incorporation or by-laws of the Company.
(c) Approvals and Consents. No governmental filings,
authorizations, approvals or consents, or other governmental action is required
for the execution and delivery of this Agreement by the Company, the performance
by the Company of its obligations under this Agreement or the consummation by
the Company of the transactions contemplated by this Agreement.
ARTICLE II
COVENANTS OF THE XXXXXX ENTITIES
Each of the Xxxxxx Entities hereby covenants and agrees as to itself with
the Company as follows:
2.1 Vote for Merger. At any meeting of stockholders of Lennar called
to vote upon the Merger and the Merger Agreement or any of the transactions
contemplated thereby, or at any adjournment or postponement thereof or in any
other circumstances upon which a vote, consent or other approval with respect to
the Merger and the Merger Agreement is sought, each Xxxxxx Entity shall vote (or
cause to be voted) all of the outstanding Xxxxxx Shares owned by it or him in
favor of the Merger, the adoption by Lennar of the Merger Agreement, other
matters relating to the approval of the terms of the Merger Agreement and each
of the other transactions contemplated by the Merger Agreement.
2.2 Vote Against Alternative Proposals. Prior to the Effective Time
(as defined in the Merger Agreement), at any meeting of stockholders of Lennar
or at any adjournment or postponement thereof or in any other circumstances upon
which the Xxxxxx Entity's vote, consent or other approval is sought, each Xxxxxx
Entity shall vote (or cause to be voted) all of the outstanding Xxxxxx Shares
owned by it or him against (i) any change in the persons who constitute the
Board of
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Directors of Lennar (other than changes made pursuant to the terms of
this Agreement, the Merger Agreement or any other documents delivered by any
party pursuant to this Agreement or the Merger Agreement) or (ii) any change in
the present capitalization of Lennar or any amendment of Lennar's certificate of
incorporation or by-laws or other proposal or transaction involving Lennar or
any of its subsidiaries, if in the case of clause (i) or (ii) such transaction,
change, amendment or other proposal or transaction would in any manner impede,
frustrate, prevent or nullify the Merger, the Merger Agreement or any of the
other transactions contemplated by the Merger Agreement or would reasonably be
likely to result in any of the conditions to Lennar's obligations under the
Merger Agreement not being fulfilled.
2.3 Transfers. Until the Effective Time, no Xxxxxx Entity will (i)
sell, transfer, pledge, assign or otherwise dispose of, or enter into any
contract, option or other arrangement with respect to the sale, transfer,
pledge, assignment or other disposition of, any Xxxxxx Shares to any person, or
(ii) enter into any voting arrangement, whether by proxy, voting arrangement,
voting agreement or otherwise, other than for the purpose of voting the Xxxxxx
Shares as required by this Agreement.
2.4 Vote for Company Nominees. If the Merger is authorized by the
Lennar stockholders at the Lennar stockholders' meeting at which the Merger is
considered (or at any adjournment or postponement thereof, as the case may be),
the Xxxxxx Entities shall, prior to the Effective Time, vote (or cause to be
voted) all of the equity securities (as defined in Rule 3a11-1 under the
Securities Exchange Act of 1934, as amended) of Lennar owned by them in favor
of, and shall use their best efforts to cause: (i) an increase in the size of
Lennar's Board of Directors by four members (the "Increase"); and (ii) the
election of each of Xxxxxx X. Xxxxxxxx, Xxxxx Xxxxxxxxxx and two other persons
designated in writing by the Company (collectively, the "Company Nominees") to
Lennar's Board of Directors to fill the vacancies on Lennar's Board of Directors
created by the Increase. The election of the Company Nominees will be effective
at the Effective Time of the Merger.
2.5 Company Common Stock. Between the date hereof and the Effective
Time of the Merger, the Xxxxxx Entities shall not purchase shares of common
stock, par value $.01 per share, of the Company ("Company Common Stock") if the
purchase would cause the Xxxxxx Entities, Lennar and Lennar's subsidiaries to
own in the aggregate more than 5% of the Company Common Stock which is then
outstanding.
2.6 The covenants and agreements contained in this Article II shall be
of no further force or effect in the event the Merger Agreement is terminated in
accordance with its terms. The covenants and agreements contained in this
Article II shall survive the Merger and after the Merger shall be binding upon
and inure to the benefit of the Company Nominees.
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ARTICLE III
GENERAL PROVISIONS
3.1 Expenses. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring the expense.
3.2 Entire Agreement. This Agreement, the Merger Agreement and the
documents to be delivered in accordance with this Agreement and the Merger
Agreement contain the entire agreement among the parties relating to the
transactions which are the subject of this Agreement and all prior negotiations,
understandings and agreements among the parties with regard to the subject
matter of this Agreement are superseded by this Agreement and the Merger
Agreement, and there are no representations, warranties, understandings or
agreements concerning the transactions which are the subject of this Agreement
or those other documents other than those expressly set forth in this Agreement
and the Merger Agreement. The Company Nominees are intended third party
beneficiaries of this Agreement and may enforce this Agreement.
3.3 Captions. The captions of the articles and paragraphs of this
Agreement are for reference only, and do not affect the meaning or
interpretation of this Agreement.
3.4 Prohibition Against Assignment. Neither this Agreement nor any
right or obligations of any party under it may be assigned (except that after
the Merger, this Agreement shall be binding upon and inure to the benefit of the
surviving corporation of the Merger).
3.5 Notices and Other Communications. Any notice or other
communication under this Agreement must be in writing and will be deemed given
when delivered in person or sent by facsimile (with proof of receipt at the
number to which it is required to be sent), or on the third business day after
the day on which mailed by first class mail from within the United States of
America, to the following addresses (or such other address as may be specified
after the date of this Agreement by the party to which the notice or
communication is sent):
If to the Company:
U.S. Home Corporation
00000 Xxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Facsimile No.: (000) 000-0000
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with a copy to:
Xxxxxxx X. Xxxxx, Esq.
Xxxx, Scholer, Fierman, Xxxx & Xxxxxxx, XXX
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
If to any Xxxxxx Entity:
Xxxxxxx Xxxxxx
000 Xxxxxxxxx 000xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Facsimile No.: (000) 000-0000
with a copy to:
Xxxxx X. Xxxxxxxxx, Esq.
Xxxxxxxx Chance Xxxxxx & Xxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
3.6 Governing Law. This Agreement will be governed by, and construed
under, the substantive laws of the State of Delaware.
3.7 Amendments. Prior to the Effective Time (as defined in the Merger
Agreement), this Agreement may be amended only by a document in writing signed
by the Company and each Xxxxxx Entity; after the Effective Time, this Agreement
may be amended only by a document in writing signed by each Xxxxxx Entity and
each Company Nominee.
3.8 Counterparts. This Agreement may be executed in two or more
counterparts, some of which may contain the signatures of some, but not all, the
parties. Each of those counterparts will be deemed an original, but all of them
together will constitute one and the same agreement.
3.9 Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any present or future law, and if the
rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (i) such provision will be fully
severable, (ii) this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof,
(iii) the remaining provisions of this Agreement will remain in full force and
effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom and (iv) in lieu of such illegal, invalid
or unenforceable provision, there will be added automatically as a part of this
Agreement a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as
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may be possible.
3.10 Enforcement. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in a Delaware state court, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (i) consents to the personal jurisdiction of any Federal
court located in the State of Delaware or any Delaware state court in any action
or proceeding relating to or arising out of this Agreement or any of the
transactions contemplated hereby, (ii) agrees that such party will not attempt
to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court, (iii) agrees that such parties will not seek to
change the venue of any such action or proceeding or otherwise to move any such
action or proceeding to another court, whether because of inconvenience of the
forum or otherwise (provided that nothing in this Section will prevent a party
from removing an action or proceeding from a Delaware state court to a Federal
Court located in the State of Delaware), (iv) agrees that such party will not
bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other than a Federal court sitting in the State
of Delaware or a Delaware state court and (v) waives any right to trial by jury
with respect to any claim or proceeding related to or arising out of this
Agreement or any of the transactions contemplated hereby.
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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
signed by its officer thereunto duly authorized as of the date in the first
paragraph of this Agreement.
U.S. HOME CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Chairman and Co-Chief
Executive Officer
LMM FAMILY PARTNERSHIP, L.P.
By: LMM Family Corp., its general partner
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: President
Xxxxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/s/ Xxxxxx X. Xxxxxx
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