1
AMENDMENT TO MERGER AGREEMENT
This is an agreement dated as of March 17, 2000 among U.S. Home Corporation
(the "Company"), a Delaware corporation, Lennar Corporation ("Lennar"), a
Delaware corporation, and Len Acquisition Corporation ("Acquisition"), a
Delaware corporation and a wholly owned subsidiary of Lennar, amending a Plan
and Agreement of Merger (the "Merger Agreement") dated as of February 16, 2000
among the Company, Lennar and Acquisition.
The Merger Agreement is amended as follows:
1. Clause (ii) of Paragraph 1.7(d)(x) of the Merger Agreement is amended to
state the following:
(ii) the holder will receive in lieu of the shares of Lennar Common
Stock the holder does not receive because of the reduction, cash equal
to (w) $18, times, (x) the number of shares of U.S. Home Common Stock
as to which the holder made the Stock Election, times (y) the total
number of shares of Lennar Common Stock which holders of U.S. Home
Common Stock did not receive because of the reduction, all divided by
(z) the total number of shares of Lennar Common Stock (in excess of
the Stock Consideration described in clause (i) of Paragraph 1.7(a)
and in Paragraph 1.7(b)) which holders of U.S. Home Common Stock who
made Stock Elections would have received as a result of the Stock
Elections if there had been no reduction, and
2. The reference to 30 days in the first sentence of Paragraph 1.11(a) is
changed to 25 days.
3. Paragraph 1.11 (b) of the Merger Agreement is amended to state the
following:
(b) To make an election under Paragraph 1.7(d), a holder
of U.S. Home Common Stock or a holder of an option to purchase U.S.
Home Common Stock must complete an Election Form and send or deliver
it, accompanied by either the shares of U.S. Home Common Stock to
which it relates or a completed and signed option exercise notice to
the address specified in the instructions to the Election Form, and
the Election Form and shares or option exercise notice must be
received at that address not later than 5:00 p.m., New York City time,
on the day before the day on which the Company's Merger Stockholders
Meeting is held.
2
4. Paragraph 1.11(c) of the Merger Agreement is amended to state the
following:
(c) An election under Paragraph 1.7(d) may be rescinded, and a
new election delivered, at any time before 5:00 p.m, New York City
time, on the day before the day on which the Company's Merger
Stockholders Meeting is held in the manner which will be specified in
the instructions to the Election Form. The latest Election Form which
has been delivered and not rescinded by a holder of U.S. Home Common
Stock shall be treated as the valid Election Form of that holder. If
an election is rescinded but no new election is timely delivered, the
shares of U.S. Home Common Stock as to which the election was made (i)
will be treated as Non-Election Shares and (ii) will be returned
promptly to the stockholder who made the election.
5. The first two sentences of Paragraph 1.12(d) are amended to state the
following:
Promptly after the Effective Time, the Surviving Corporation will
cause the Distributing Agent to mail to each person who was a record
holder of U.S. Home Common Stock at the Effective Time and who has not
previously delivered their stock certificates with an Election Form, a
form of letter of transmittal for use in effecting the surrender of
stock certificates representing U.S. Home Common Stock
("Certificates"). Surrender of Certificates with an Election Form or a
letter of transmittal will enable a holder of U.S. Home Common Stock
to receive payment of the Merger Consideration. The Distributing Agent
will distribute the Merger Consideration with regard to the shares
represented by the Certificate to, or as otherwise directed in the
Election Form or letter of transmittal by, the holder of each
Certificate who has delivered a properly completed and executed
Election Form, letter of transmittal and any other required document,
and the Certificate will be canceled.
6. Paragraph 5.1(a) of the Merger Agreement is amended to state the
following:
(a) The representations and warranties of Lennar and Acquisition
contained in this Agreement will, except as contemplated by this
Agreement, be true and correct in all material respects (except that
the representations and warranties of Lennar and Acquisition which are
qualified as to materiality, or absence of Material Adverse Effect,
will be true and correct in all respects) on the Merger Date with the
same effect as though made on that date (except that representations
or warranties which relate expressly to a specified date or a
specified period need only have been true and correct with regard to
the specified date or period and except to the extent that the
representations and warranties in Paragraph 3.2(j) are not true and
correct on the Merger Date because of occurrences or conditions which
3
are attributable to, or result directly from, the public announcement
or the pendency of the Merger), and Lennar will have delivered to the
Company a certificate dated that date and signed by the president or a
vice president of Lennar to that effect.
7. Paragraph 5.1(e) of the Merger Agreement is amended to state the
following:
(e) Since the date of this Agreement, no events shall have
occurred and no circumstances shall have occurred that, individually
or in the aggregate, have resulted in or would reasonably be expected
to result in a Material Adverse Effect on Lennar, except occurrences
or circumstances which are attributable to, or result directly from,
the public announcement or the pendency of the Merger or will result
from the Merger.
8. Paragraph 5.2(a) of the Merger Agreement is amended to state the
following:
(a) The representations and warranties of the Company contained
in this Agreement will, except as contemplated by this Agreement, be
true and correct in all material respects (except that the
representations and warranties of the Company which are qualified as
to materiality, or absence of Material Adverse Effect, will be true
and correct in all respects) on the Merger Date with the same effect
as though made on that date (except that representations or warranties
which relate expressly to a specified date or a specified period need
only have been true and correct with regard to the specified date or
period and except to the extent that representations and warranties
contained in Paragraph 3.1(l) are not true and correct on the Merger
Date because of occurrences or conditions which are attributable to,
or result directly from, the public announcement or the pendency of
the Merger), and the Company will have delivered to Lennar a
certificate dated that date and signed by the president or a vice
president of the Company to that effect.
9. Paragraph 5.2(e) of the Merger Agreement is amended to state the
following:
(e) Since the date of this Agreement, no events shall have
occurred and no circumstances shall have occurred that, individually
or in the aggregate, have resulted in or would reasonably be expected
to result in a Material Adverse Effect on the Company, except
occurrences or circumstances which are attributable to, or result
directly from, the public announcement or the pendency of the Merger
or will result from the Merger.
10. The first sentence of Paragraph 5.1(i) of the Merger Agreement is
amended to state the following:
4
Xxxx, Scholer, Fierman, Xxxx & Handler, LLP shall have delivered to
the Company and not withdrawn its written opinion, in form and
substance reasonably satisfactory to the Company, to the effect that
the Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code, and that Lennar, Acquisition and the
Company will each be a party to a reorganization within the meaning of
Section 368(b) of the Code.
11. The facsimile number for Xxxxx Xxxxx in Paragraph 9.12 is changed to
000-000-0000.
12. Except as expressly stated above, the Merger Agreement remains in full
force and effect, without amendment or modification.
5
IN WITNESS WHEREOF, the Company, Lennar and Acquisition have executed this
Amendment of Merger Agreement, intending to be legally bound by it, on the date
shown on the first page.
U.S. HOME CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Title: Chairman and Co-Chief
Executive Officer
LENNAR CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Title: President and Chief
Executive Officer
LEN ACQUISITION CORP.
By: /s/ Xxxxx Xxxxx
---------------------------------
Title: Vice President
