FORM SC 13D/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
(Name of Issuer)
Common Stock, Par Value Per Share $0.01
(Title of Class of Securities)
(CUSIP Number)
William J. Pulte
100 Bloomfield Hills Parkway, Suite 300
Bloomfield Hills, MI 48304
(248) 647-2750
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed
in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
Potential persons who are to respond to the collection of information contained in
this form are not required to respond unless the form displays a currently valid OMB
control number.
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CUSIP No. |
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745867101 |
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2 |
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of |
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8 |
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1 |
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NAMES OF REPORTING PERSONS
William J. Pulte |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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Not applicable. |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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41,596,142 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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33,246,142 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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8,350,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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41,596,142 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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16.2% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
2
CUSIP No. 745867101
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Item 1. |
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Security and Issuer |
The title of the class of equity securities to which this statement relates is Common Shares,
par value per share $0.01 (Common Shares), of Pulte Homes, Inc., a Michigan corporation (PHM).
The address of PHMs principal executive offices is 100 Bloomfield Hills Parkway, Suite 300,
Bloomfield Hills, Michigan 48304.
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Item 2. |
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Identity and Background |
This statement is being filed by William J. Pulte, who is referred to in this Schedule as the
Reporting Person. The Reporting Persons present principal occupation or employment is Chairman
of the Board of Directors of PHM. The Reporting Persons business address is 100 Bloomfield Hills
Parkway, Suite 300, Bloomfield Hills, Michigan 48304.
The Reporting Person has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). The Reporting Person has not,
during the last five years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
The Reporting Person is a citizen of the United States of America.
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Item 3. |
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Source and Amount of Funds or Other Consideration |
Not applicable.
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Item 4. |
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Purpose of Transaction |
The purpose of this filing is to report the entry by the Reporting Person into a prepaid
variable forward sale contract with an unaffiliated party on December 3, 2008, and the entry into a
pricing schedule supplement for the purpose of finalizing the terms of such contract on December 8,
2008 (such contract, together with the supplemental confirmation, the Prepaid Forward Contract).
The Prepaid Forward Contract obligates the Reporting Person to deliver to the buyer, on December
22, 2010, up to 5,000,000 Common Shares (or, at the Reporting Persons election, an equivalent
amount of cash based on a formula described in the contract). For more information on the terms of
the Prepaid Forward Contract, please see Item 6 below.
The Reporting Person may, from time to time, acquire additional Common Shares (1) by the grant
of additional restricted stock to him by PHM, (2) from time to time for investment purposes if
market conditions are favorable, or (3) any combination of the foregoing. The Reporting Person may
also dispose of some or all of the Common Shares that he beneficially owns, periodically, by public
or private sale, gift, pledge or otherwise, including, without limitation, sales of Common Shares
by the Reporting Person pursuant to Rule 144 under the Securities Act of 1933, as amended, through
additional prepaid variable forward sale contracts, or otherwise. The Reporting Person reserves
the right not to acquire Common Shares or not to
Page 3 of 8 pages
CUSIP No. 745867101
dispose of all or part of such Common Shares if he determines such acquisition or disposal is not
in his best interests at that time.
Other than as described above, the Reporting Person does not have any current plans or
proposals which relate to, or would result in, (a) any acquisition or disposition of securities of
PHM, (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving PHM or any of its subsidiaries, (c) any sale or transfer of a material amount of assets
of PHM or any of its subsidiaries, (d) any change in the present board of directors or management
of PHM, including any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the Board, (e) any material change in PHMs present capitalization or
dividend policy, (f) any other material change in PHMs business or corporate structure, (g) any
changes in PHMs articles of incorporation or bylaws or other actions which may impede the
acquisition of control of PHM by any person, (h) causing a class of securities of PHM to be
delisted from a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association, (i) a class of PHMs
equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended, or (j) any action similar to those enumerated
above.
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Item 5. |
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Interest in Securities of the Issuer |
(a) The number and percentage of shares of Common Shares beneficially owned by the Reporting
Person as of date of the event which requires this filing are as follows:
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Number (1)(2)(3)(4)(5) |
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Percent (6) |
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41,596,142 |
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16.2% |
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(1) |
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Includes (i) 41,122,634 Common Shares that are owned by trusts of which the Reporting Person is
the sole trustee, (ii) 120,000 restricted Common Shares owned by the Reporting Person that are
scheduled to vest on February 1, 2009, (iii) 100,000 restricted Common Shares owned by the
Reporting Person that are scheduled to vest on February 5, 2010, (iv) 125,000 restricted Common
Shares owned by the Reporting Person that are scheduled to vest on February 7, 2011, and (v)
128,508 Common Shares held on behalf of the Reporting Person in the Pulte Homes, Inc. 401(k) Plan
as of November 30, 2008. |
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(2) |
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23,643,034 Common Shares owned by the Reporting Person are pledged as security for loans or
guarantees of the Reporting Person. |
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(3) |
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3,350,000 Common Shares owned by the Reporting Person are subject to a prepaid variable forward
such contract entered into on February 26, 2008, which matures on March 9, 2009 (the Prior Prepaid
Contract) and are pledged as collateral to secure the Reporting Persons obligations under such
contract. |
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(4) |
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5,000,000 Common Shares owned by the Reporting Person are subject to the Prepaid Forward
Contract and are pledged to secure the Reporting Persons obligations under such contract. |
Page 4 of 8
pages
CUSIP No. 745867101
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(5) |
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Does not include 134,606 Common Shares owned by Karen Pulte, the Reporting Persons wife, or
approximately 7,938 Common Shares held on behalf of Karen Pulte in the Pulte Homes, Inc. 401(k)
plan as of November 30, 2008, shares to which the Reporting Person disclaims beneficial ownership. |
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(6) |
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Based on the 257,482,669 Common Shares reported as being outstanding as of October 31, 2008, by
PHM in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008. |
(b) The Reporting Person has sole voting power over the 41,596,142 Common Shares reported
above as beneficially owned by him. He has sole dispositive power with respect to 33,246,142
Common Shares and shared dispositive power with respect to 8,350,000 Common Shares.
(c) Other than the sale transactions described below and the allocation of Common Shares in
his 401(k) Plan account, there were no other transactions in PHMs Common Shares effected by the
Reporting Person during the past 60 days. On October 24, 2008, 600,000 Common Shares previously
owned directly by the Reporting Person were sold in open market transactions for an aggregate
consideration of approximately $5,130,000. On October 28, 2008, 160,000 Common Shares previously
owned directly by the Reporting Person were sold in open market transactions for an aggregate
consideration of approximately $1,350,240. These sales were effected to satisfy margin calls
relating to loan agreements involving family members and a charitable organization. Also, from
October 1, 2008 through November 30, 2008, 2,114 Common Shares were allocated to the Reporting
Persons account under the Pulte Homes, Inc. 401(k) Plan to reflect adjustments to such account.
Such Common Shares were purchased for the account based on the then prevailing market price,
ranging from $10.65 per share to $11.14 per share.
(d) No other person is known to have the right to receive, or the power to direct the receipt
of, dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the
Reporting Person; except that, pursuant to the terms of the Prepaid Forward Contract and the Prior
Prepaid Contract, the applicable buyer has the right to receive any excess dividends or
extraordinary dividends that may be paid by PHM with respect to the 8,350,000 Common Shares subject
to such contracts.
(e) Not applicable.
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Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The Reporting Person owns 345,000 restricted Common Shares granted pursuant to the Pulte
Homes, Inc. 2004 Stock Incentive Plan, and 128,508 Common Shares are held on behalf of the
Reporting Person in the Pulte Homes, Inc. 401(k) Plan. 23,643,034 Common Shares are pledged as
security for loans or guarantees of the Reporting Person.
Page 5 of 8 pages
CUSIP No. 745867101
5,000,000 Common Shares owned by the Reporting Person are covered by the Prepaid Forward
Contract. The Prepaid Forward Contract obligates the Reporting Person to deliver to the buyer
under the contract, on December 22, 2010 (the 2010 Settlement Date), up to 5,000,000 Common
Shares (or, at the Reporting Persons election, an equivalent amount of cash based on the average
market price of the Common Shares determined as described below). In exchange for assuming this
obligation, the Reporting Person received a cash payment of $43,292,127. The Reporting Person
pledged 5,000,000 Common Shares (the Pledged Shares) to secure his obligations under the
contract, and retained dividend and voting rights in the Pledged Shares during the term of the
pledge (except any excess or extraordinary dividends that may be paid by PHM with respect to such
Pledged Shares). The number of Common Shares (or the cash equivalent) to be delivered to the buyer
on the 2010 Settlement Date is to be determined as follows: (a) if the average of the
volume-weighted average price per share of PHM Common Shares on each of the ten (10) NYSE trading
days ending on and including the 2010 Settlement Date (the 2010 Settlement Price) is less than or
equal to $9.1854 (the Current Floor Price), the Reporting Person will deliver to the buyer all of
the Pledged Shares; (b) if the 2010 Settlement Price is between the Current Floor Price and
$13.7208 (the Current Cap Price), the Reporting Person will deliver to the buyer a number of
Common Shares equal to 5,000,000 multiplied by a fraction, the numerator of which is the Current
Floor Price and the denominator of which is the 2010 Settlement Price; and (c) if the 2010
Settlement Price is equal to or greater than the Current Cap Price, the Reporting Person will
deliver to the buyer the number of Common Shares equal to 5,000,000 multiplied by a fraction, the
numerator of which is the Current Floor Price plus the excess of the 2010 Settlement Price over the
Current Cap Price, and the denominator of which is the 2010 Settlement Price.
3,350,000 Common Shares owned by the Reporting Person are covered by the Prior Prepaid
Contract. The Prior Prepaid Contract obligates the Reporting Person to deliver to the buyer under
the contract, on March 4, 2009 (the 2009 Settlement Date), up to 3,350,000 Common Shares (or, at
the Reporting Persons election, an equivalent amount of cash based on the average market price of
the Common Shares determined as described below). The Reporting Person pledged 3,350,000 Common
Shares to secure his obligations under the contract, and retained dividend and voting rights in
such pledged shares during the term of the pledge (except any extraordinary dividends that may be
paid by PHM with respect to such pledged shares). The number of Common Shares (or the cash
equivalent) to be delivered to the buyer on the 2009 Settlement Date is to be determined as
follows: (a) if the average of the closing prices of PHM Common Shares on February 13, 2009,
February 20, 2009 and February 27, 2009 (the 2009 Settlement Price) is less than or equal to
$10.1518 (the Prior Floor Price), the Reporting Person will deliver to the buyer all of shares
pledged under the Prior Prepaid Contract; (b) if the 2009 Settlement Price is between the Floor
Price and $19.0128 (the Prior Cap Price), the Reporting Person will deliver to the buyer a number
of Common Shares equal to 3,350,000 multiplied by a fraction, the numerator of which is the Prior
Floor Price and the denominator of which is the 2009 Settlement Price; and (c) if the 2009
Settlement Price is greater than the Prior Cap Price, the Reporting Person will deliver to the
buyer the number of Common Shares equal to 3,350,000 multiplied by a fraction, the numerator of
which is the Prior Floor Price plus the excess of the 2009 Settlement Price over the Prior Cap
Price, and the denominator of which is the 2009 Settlement Price.
Page 6 of 8 pages
CUSIP No. 745867101
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Item 7. |
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Material to be Filed as Exhibits |
1. |
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Pulte Homes, Inc. 401(k) Plan (Incorporated by reference to Exhibit 4.3 of
PHMs Registration Statement on Form S-8, No. 333-115570) |
2. |
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Pulte Homes, Inc. 2004 Stock Incentive Plan (Incorporated by reference to PHMs
Proxy Statement dated March 29, 2004 and as Exhibit 4.4 of PHMs Registration Statement
on Form S-8, No. 333-123223) |
3. |
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Form of Restricted Stock Award agreement under Pulte Homes, Inc. 2004 Stock
Incentive Plan (Incorporated by reference to Exhibit 10(p) of PHMs Annual Report on
Form 10-K for the year ended December 31, 2006) |
4. |
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Form of Restricted Stock Award agreement under Pulte Homes, Inc. 2004 Stock
Incentive Plan (Incorporated by reference to Exhibit 10(r) of PHMs Annual Report on
Form 10-K for the year ended December 31, 2007) |
Page 7 of 8 pages
CUSIP No. 745867101
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.
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Dated: December 16, 2008 |
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/s/ William J. Pulte |
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William J. Pulte |
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Page 8 of 8 pages