EXHIBIT 1
[WLH LETTERHEAD]
February 12, 1999
The Xxxxxxx Companies
00 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Xxxxx Xxxxxx
Re: Modification to Agreement in Principle
Concerning The Xxxxxxx Companies and
Xxxxxxx Xxxx Homes, Inc.
Ladies and Gentlemen:
This letter sets forth a modification to our mutual,
preliminary understanding with respect to the proposed
acquisition by The Xxxxxxx Companies, a Delaware corporation
("Xxxxxxx-Del."), of substantially all of the assets of Xxxxxxx
Xxxx Homes, Inc., a California corporation ("WL Homes"), and the
purchase by WL Homes of a portion of the outstanding Common Stock
of Xxxxxxx-Xxx. Our understanding, as reflected in the letter
dated December 30, 1998 from WLH to Xxxxxxx-Xxx. (the "Original
Letter"), is modified as follows:
1. The Offer. On the conditions set forth in the
Original Letter and to be included in a definitive agreement
(the "Definitive Agreement"), WL Homes will make a tender
offer (the "Offer") to purchase not more than 37% of the
outstanding shares of Common Stock of Xxxxxxx-Del. for a
purchase price of $0.62 per share. In the event that more
than 37% of the outstanding shares of Common Stock of
Xxxxxxx-Del. is tendered, WL Homes will purchase shares from
each tendering stockholder on a pro rata basis. The Offer
shall be conditioned upon there being tendered and not
withdrawn prior to expiration of the Offer a number of
shares which constitutes at least 37% of the outstanding
shares of Common Stock of Xxxxxxx-Del.
2. Sale of Xxxxxxx-Xxx. Stock by Xxxxxxx Xxxx. The
Transactions (as such term is defined in the Original
Letter) will be structured to permit Xxxxxxx Xxxx and/or his
affiliates, prior to consummation of the Transactions and
consistent with the requirements of applicable securities
laws, to sell shares of Xxxxxxx-Xxx. Common Stock which are
currently owned by such persons, up to a maximum of 4% of
the total number of shares of Xxxxxxx-Xxx. Common Stock
presently outstanding.
Except as modified above, the understandings reflected in
the Original Letter shall remain unchanged.
If the Original Letter, as modified by 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.
XXXXXXX XXXX HOMES, INC.,
a California corporation
By: /s/ Xxxxxxx Xxxx
----------------------------
Xxxxxxx Xxxx
Chairman, President & CEO
AGREED, AS OF FEBRUARY ___, 1999:
THE XXXXXXX COMPANIES,
a Delaware corporation
By:-----------------------------------------
Xxxxx Xxxxxx
Senior Vice President and General Counsel
By:-----------------------------------------
Xxxxx Xxxxxx
Vice President and Corporate Secretary
XXXXXXX HOMES
a California corporation
By:-----------------------------------------
Xxxxx Xxxxxx
Senior Vice President and General Counsel
By:-----------------------------------------
Xxxxx Xxxxxx
Vice President and Corporate Secretary
