1
EXHIBIT 10.32
[The Xxxxxxx Companies Letterhead]
March 30, 1999
Xxxxxxx Xxxx Homes, Inc.
0000 Xxx Xxxxxx Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Xxxxxxx Xxxx
This letter amends the Agreement in Principle, dated December 31,
1998 (the "Letter of Intent"), between Xxxxxxx Xxxx Homes, Inc., a California
corporation ("WL Homes"), The Xxxxxxx Companies, a Delaware corporation
("Xxxxxxx-Del.") and Xxxxxxx Homes, a California corporation ("Xxxxxxx-Cal.").
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Letter of Intent. The Letter of Intent is hereby amended as follows:
1. The reference to "March 31, 1999" in Section 11 (Term) is
hereby amended to read "April 30, 1999".
2. The reference to "March 31, 1999" in Section 4 (Exclusive
Negotiations) is hereby amended to read "April 30, 1999".
3. The reference to "March 31, 1999" in Section 2(g) (Terms and
Conditions) is hereby amended to read "April 30, 1999".
4. Notwithstanding Section 4 (Exclusive Negotiations) of the
Letter of Intent, WL Homes may participate in discussions and negotiations with
the holders of Xxxxxxx'x Series B Common Stock (the "Series B Holders")
regarding the purchase by WL Homes of such percentage of the Series B Holder's
shares so as to reduce such Series B Holder's ownership interest in
Xxxxxxx-Del.'s Common Stock to between 4.9% and 5% of Xxxxxxx-Del.'s outstanding
Common Stock following consummation of the Transactions (provided, however, that
WL Homes may also seek commitments from the Series B Holders to sell additional
shares to WL Homes to the extent that the number of Series A shares tendered in
response to the Offer is below the minimum threshold agreed upon by Xxxxxxx-Del.
and WL Homes in a Definitive Agreement). Any such discussions and negotiations
are to be conducted exclusively in respect of Section 2(d) and Section 2(i) of
the Letter of Intent to obtain the consent of the Series B Holders to the
Transactions and to structure the Transac-
2
tions so as to avoid triggering the change of control tax provisions that would
result in the loss of Xxxxxxx-Xxx.'s net operating losses for tax purposes. WL
Homes shall promptly notify the Special Committee of the Board of Directors of
Xxxxxxx-Xxx. (the "Special Committee") regarding the details of any such
discussions and negotiations. WL Homes shall not enter into any agreement with
any Series B Holder prior to receiving the written approval from the Special
Committee or Xxxxxxx'x Board of Directors.
5. For purposes of the Confidentiality Agreement, dated October
20, 1998, between The Xxxxxxx Companies and WL Homes, The Xxxxxxx Companies
hereby represents and warrants to WL Homes that the Special Committee of the
Board of Directors of The Xxxxxxx Companies has duly approved of the actions
which are permitted to be taken by WL Homes pursuant to the preceding paragraph
4.
If this letter is satisfactory to you as a basis for proceeding
toward a Definitive Agreement, please so signify on the enclosed copy of this
letter and return it to us at the above address.
3
THE XXXXXXX COMPANIES,
A DELAWARE CORPORATION
By: /s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
Senior Vice President
and General Counsel
By: /s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
Vice President and Corporate
Secretary
XXXXXXX HOMES,
A CALIFORNIA CORPORATION
By: /s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
Senior Vice President
and General Counsel
By: /s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
Vice President and Corporate
Secretary
AGREED, AS OF MARCH 30, 1999:
XXXXXXX XXXX HOMES, INC.,
A CALIFORNIA CORPORATION
By: /s/ Xxxxxxx Xxxx
-----------------------------
Xxxxxxx Xxxx
Chairman, President & CEO
