SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
LNR PROPERTY CORPORATION
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
501940100
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(CUSIP number)
STUART MILLER, 700 NORTHWEST 107TH AVENUE, MIAMI, FLORIDA 33172
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(Name, address and telephone number of person
authorized to receive notices and communications)
OCTOBER 31, 1997
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(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b)(3) or (4), check the following box
<square>.
NOTE. Six copies of this statement, including all exhibits, should
be filed with the Commission. SEE Rule 13d-1 (a) for other parties to
whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
NH1544.1
<PAGE>
CUSIP NO. 501940100 13D PAGE 2 OF 8 PAGES
<TABLE>
<CAPTION>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
L.M. GRAT
<S> <C>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
<square>
(b)
<checked-box>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
<square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH
<S> <C> <C>
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
</TABLE>
<TABLE>
<CAPTION>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,225,000 shares
<S> <C>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<checked-box>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.49%
14 TYPE OF REPORTING PERSON*
00
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 501940100 13D PAGE 3 OF 8 PAGES
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock of LNR Property Corporation
("Common Stock"). The executive offices of LNR Property Corporation
("LNR") are located at 760 Northwest 107th Avenue, Miami, Florida
33172.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this Statement is L.M. GRAT (the "Trust"), a grantor
retained annuity trust. The Trust is not engaged in a business. The
Trust's principal offices are located at 1221 Brickell Avenue, 21st
Floor, Miami, Florida 33131.
The Trust has not been convicted in a criminal proceeding in the last
five years.
The Trust has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in it
being subject to a judgment, decree or final order enjoining future
violations of, or which prohibited or mandated activities subject to,
Federal or state securities laws or found any violation with respect
to such laws during the last five years.
Stuart Miller
Stuart Miller, a trustee of the Trust, is an individual whose business
address is 700 Northwest 107th Avenue, Miami, Florida 33172. His
principal occupation is as President and Chief Executive Officer of
Lennar Corporation at 700 Northwest 107th Avenue, Miami, Florida
33172.
Stuart Miller has not been convicted in a criminal proceeding in the
last five years.
Stuart Miller has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which resulted in it
being subject to a judgment, decree or final order enjoining future
violations of, or which prohibited or mandated activities subject to,
Federal or state securities laws or found any violation with respect
to such laws during the last five years.
Stuart Miller is a U.S. citizen.
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CUSIP NO. 501940100 13D PAGE 4 OF 8 PAGES
Leslie M. Saiontz
Leslie M. Saiontz, a trustee of the Trust, is an individual whose
business address is 8888 Howard Drive, Miami, Florida 33176. Her
principal occupation is as a retail store owner at 8888 Howard Drive,
Miami, Florida 33176.
Leslie M. Saiontz has not been convicted in a criminal proceeding in
the last five years.
Leslie M. Saiontz has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in it being subject to a judgment, decree or final order
enjoining future violations of, or which prohibited or mandated
activities subject to, Federal or state securities laws or found any
violation with respect to such laws during the last five years.
Leslie M. Saiontz is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Trust
The Partnership received 5,500,000 shares of Common Stock, which it
later exchanged for 5,500,000 shares of Class B Common Stock of LNR
("Class B Common Stock"), in a distribution of all the Common Stock of
LNR (the "Spin-Off") by Lennar Corporation ("Lennar") pursuant to a
Separation and Distribution Agreement dated June 10, 1997 between
Lennar and LNR (the "Spin-Off Agreement").
Stuart Miller
Stuart Miller is a trustee of the Trust.
Leslie M. Saiontz
Leslie M. Saiontz is a trustee of the Trust.
ITEM 4. PURPOSE OF TRANSACTION.
The Partnership received 5,500,000 shares of Common Stock as a result
of the Spin-Off. Neither the Partnership nor the Trust made an
individual investment decision with regard to the Spin-Off. The
Partnership exchanged Common Stock for Class B Stock in order to give
Leonard Miller voting control of LNR.
The acquisition of the Shares of Class B Common Stock by the
Partnership will not:
a) result in the acquisition by any person of additional securities
of LNR, or the disposition of securities of LNR.
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CUSIP NO. 501940100 13D PAGE 5 OF 8 PAGES
b) result in an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving LNR or any of its
subsidiaries.
c) result in the sale or transfer of a material amount of assets of
LNR or of any of its subsidiaries.
d) result in any change in the present board of directors or
management of LNR, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
board.
e) result in any material change in the present capitalization or
dividend policy of LNR.
f) result in any other material change in LNR's business or
corporate structure.
g) result in changes in LNR's certificate of incorporation or bylaws
or other actions which may impede the acquisition of control of LNR by
any person.
h) result in causing a class of securities of LNR 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) result in a class of equity securities of LNR becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities and Exchange Act of 1934, as amended.
j) result in any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
a) Because of the Trust's ownership of a limited partnership
interest in the Partnership, the Trust may be deemed to have an
indirect interest in 95% of the 5,500,000 shares of Common Stock
issuable upon conversion of the Class B Common Stock held by the
Partnership. Therefore, the Trust may be deemed to have an indirect
interest in 5,225,000 shares of Common Stock, which would be equal to
14.49% of the Common Stock.
Stuart Miller disclaims beneficial ownership of any of the shares held
by the Partnership.
Leslie M. Saiontz disclaims beneficial ownership of any of the shares
held by the Partnership.
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CUSIP NO. 501940100 13D PAGE 6 OF 8 PAGES
b) The Trust has no power, as a limited partner of the Partnership,
to vote any of the shares of Class B Common Stock held by the
Partnership or to cause the Partnership to dispose of any of those
shares.
Stuart Miller has no power to vote any of the shares of Class B Common
Stock held by the Partnership or to cause the Partnership to dispose
of any of those shares.
Leslie M. Saiontz has no power to vote any of the shares of Class B
Common Stock held by the Partnership or to cause the Partnership to
dispose of any of those shares.
c) On June 10, 1997, Lennar entered into a Separation and
Distribution Agreement with LNR providing for the spin-off of LNR
through the distribution of all its Common Stock to holders of Lennar
Common Stock and Lennar Class B Common Stock. On October 31, 1997,
the Spin-Off was completed. Pursuant to the Spin-Off Agreement, all
holders of Lennar Common Stock and Lennar Class B Common Stock on
September 2, 1997 received one share of Common Stock for each share of
Lennar Common Stock or Lennar Class B Common Stock they held at that
date, with the option to exchange any shares of Common Stock for
shares of Class B Common Stock. The Partnership received 5,500,000
shares of Common Stock as a result of the Spin-Off, and it elected to
exchange those shares for 5,500,000 shares of Class B Common Stock.
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 securities.
e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Trust is governed by a trust agreement among Leonard Miller, as
settlor, and Mr. Miller's son, Stuart Miller, and daughter, Leslie M.
Saiontz, as trustees. Mr. Miller, as settlor, transferred to the
Trust the principal limited partnership interest in the Partnership.
The trust agreement provides that during the three year term of the
Trust, Mr. Miller is to receive annually an amount equal to 39.244% of
the fair market value of the Trust assets at the time they were
contributed to the Trust. The distribution is to be made out of the
Trust's income, and to the extent income is insufficient, out of the
Trust's principal. Although the Trust is irrevocable, Mr. Miller has
the right to substitute other assets for the limited partnership
interest. There are no other contracts, arrangements, understandings
or relationships among the persons named in Item 2 regarding the LNR
securities.
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CUSIP NO. 501940100 13D PAGE 7 OF 8 PAGES
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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CUSIP NO. 501940100 13D PAGE 8 OF 8 PAGES
SIGNATURE
After reasonable inquiry and to the best of knowledge and belief, I
certify that the Information set forth in this statement is true, complete
and correct.
NOVEMBER 10, 1997
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(Date)
/s/ STUART MILLER
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Stuart Miller, as Trustee of L.M. GRAT
