FILE NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
LNR PROPERTY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 65-0777234
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
760 NORTHWEST 107TH AVENUE, SUITE 300
MIAMI, FLORIDA 33172
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
LNR PROPERTY CORPORATION 1997 STOCK OPTION PLAN
(FULL TITLE OF PLAN)
_______________________
STEVEN J. SAIONTZ
LNR PROPERTY CORPORATION
760 NORTHWEST 107TH AVENUE
MIAMI, FLORIDA 33172
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (305) 485-2000
COPIES TO:
DAVID W. BERNSTEIN, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration Fee
Offering Price Aggregate
Per Share Offering Price{*}
<S> <C> <C> <C> <C>
Common Stock, par
value $.10 per share 2,615,600 $16.4375 $42,993,925 $12,683.21
</TABLE>
* Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), on the basis of the average of the high and low
prices of Registrant's Common Stock reported in the consolidated
reporting system on the New York Stock Exchange Composite Tape on August
31, 1998.
<PAGE>
PART 1
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the Rules under the Securities Act of 1933, as amended, the
information required by Part I of Form S-8 is included in a Booklet dated
December 1997 distributed to the employees of LNR Property Corporation who held
options granted under the LNR Property Corporation 1997 Stock Option Plan or a
Booklet dated November 1997 distributed to employees of Lennar Corporation (the
former sole stockholder of LNR Property Corporation and its predecessors) under
the Lennar Corporation 1991 Stock Option Plan. Each of those Booklets,
together with the documents incorporated by reference pursuant to Item 3 of
Part II of this Registration Statement, constitutes a Section 10(a) Prospectus.
<PAGE>
PROSPECTUS FOR RESALES
The material which follows, up to but not including the page beginning
Part II of this Registration Statement, constitutes a prospectus, prepared on
Form S-3, in accordance with General Instruction C to Form S-8, to be used in
connection with resales of securities acquired (i) under the LNR Property
Corporation 1997 Stock Option Plan or (ii) upon exercise of options granted
under the Lennar Corporation 1991 Stock Option Plan while the registrant or its
predecessors were wholly owned by Lennar Corporation, by affiliates of LNR
Property Corporation, as defined in Rule 405 under the Securities Act of 1933,
as amended.
<PAGE>
PROSPECTUS
2,615,600 shares
LNR PROPERTY CORPORATION
COMMON STOCK
(Par Value $.10 per share)
The shares of Common Stock of LNR Property Corporation (the "Company") to
which this Prospectus relates may be offered from time to time by the people
described under "Selling Security Holders" on the New York Stock Exchange,
where the Company's Common Stock is listed, on any other securities exchanges
on which the Common Stock may be traded, in the over-the-counter market or in
negotiated transactions, at prices and on terms then available. The respective
Selling Security Holders will pay any brokerage fees or commissions relating to
sales by them. See "Method of Sale." The Company will receive no part of the
proceeds of any such sales. The principal executive office of the Company is
located at 760 Northwest 107th Avenue, Suite 300, Miami, Florida 33172
(Telephone No. (305) 485-2000).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The expenses of preparing and filing the Registration Statement of which
this Prospectus is a part are being borne by the Company.
_______________________
The date of this Prospectus is August 31, 1998
<PAGE>
TABLE OF CONTENTS
_________________
PAGE
Incorporation by Reference ................................................. 2
Available Information....................................................... 2
Selling Security Holders ................................................... 2
Method of Sale.............................................................. 3
SEC Position Regarding Indemnification...................................... 3
INCORPORATION BY REFERENCE
The Company incorporates by reference into this Prospectus (a) the
Company's Annual Report on Form 10-K for the year ended November 30, 1997, (b)
all other reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, since November 30, 1997 and
(c) the description of the Company's Common Stock contained in the Company's
registration statement under Section 12 of the Securities Exchange Act relating
to the Company's Common Stock, including any amendment or report filed for the
purpose of updating that description. All documents subsequently filed by the
Company pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, will be deemed to be incorporated by reference in this
Prospectus and to be a part of it from the date of filing of those documents.
Copies of all documents which are incorporated by reference will be provided
without charge to anyone to whom this prospectus is delivered upon a written or
oral request to LNR Property Corporation, 760 N.W. 107th Avenue, Suite 300,
Miami, Florida 33172, Attention: Financial Vice President, telephone number
(305) 485-2000.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, and in accordance with that Act files reports
and other information with the Securities and Exchange Commission. All
reports, proxy statements and other information filed with the Securities and
Exchange Commission by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at Regional Offices
of the Commission located at 7 World Trade Center, Suit 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a web site that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission. The Commissions web site
can be accessed at http://www.sec.gov. Reports, proxy statements and other
information filed by the Company can be inspected at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
SELLING SECURITY HOLDERS
This Prospectus relates to possible sales by officers and directors of
the Company of shares of Common Stock of the Company they acquire through
exercise of options granted under the Company's 1997 Stock Option Plan or under
the Lennar Corporation 1991 Stock Option Plan. The names of the people who may
be Selling Security Holders from time to time are not known by the Company at
2
<PAGE>
this time. The names of those people, along with the number of shares of
Common Stock owned, and the number of shares which may be sold, by each of
those people from time to time will be contained in supplements to this
Prospectus, which will be filed with the Securities and Exchange Commission in
accordance with Rule 424(b) under the Securities Act of 1933, as amended.
METHOD OF SALE
Sales of the shares offered by this Prospectus will be made on the New
York Stock Exchange, where the Company's Common Stock is listed for trading, or
in other markets where the Company's Common Stock is traded, or in negotiated
transactions. Sales will be at prices current when the sales take place.
Sales may involve payment of brokers' commissions by Selling Security Holders.
Shares which are sold may include shares in which Selling Security Holders have
granted security interests and which are being sold because of foreclosure of
those security interests. There is no present plan of distribution.
SEC POSITION REGARDING INDEMNIFICATION
The Company's by-laws provide for indemnification of officers and
directors, among other things, in instances in which they acted in good faith
and in a manner they reasonably believed to be in, or not opposed to, the best
interests of the Company and in which, with respect to criminal proceedings,
they had no reasonable cause to believe their conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company under the provisions described above, the Company has been informed
that in the opinion of the Securities and Exchange Commission that
indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
3
<PAGE>
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
_______________________________________
The following documents are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
November 30, 1997.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since
November 30, 1997.
(c) The description of the Company's Common Stock contained in
the Company's registration statement under Section 12 of the Securities
Exchange Act relating to the Company's Common Stock, including any amendment or
report filed for the purpose of updating that description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, will be deemed incorporated by reference in this Registration
Statement and to be part of it from the date of filing of those documents.
Item 4. DESCRIPTION OF SECURITIES.
_________________________
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
______________________________________
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
_________________________________________
The registrant's by-laws provides for indemnification of
directors and officers, among other things, in instances in which
they acted in good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interests of the Company, and
in which, with respect to criminal proceedings, they had no reason
to believe that conduct was unlawful.
Directors and officers may also be entitled in additional
indemnification under Section 145 of the General Corporation Law of
Delaware.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
___________________________________
Not Applicable.
Item 8. EXHIBITS.
________
The following documents are filed with or incorporated by reference
in this Registration Statement:
Exhibit 5. Opinion of Rogers & Wells LLP.
Exhibit 24. Consents of Accountants and Counsel.
II-1
<PAGE>
Item 9. UNDERTAKINGS.
____________
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 15, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Miami and State of Florida on this 31st day of
August 1998.
LNR PROPERTY CORPORATION
By: /s/ Steven J. Saiontz
_____________________________________
Steven J. Saiontz
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven J. Saiontz, Shelly Rubin and Stuart A.
Miller, and each of them, as his or her true and lawful attorney-in-fact and
agent, with sole power of substitution, to sign for him or her and in his or
her name, in any and all capacities, all amendments (including post-effective
amendments) to the Registration Statement to which this power of attorney is
attached, and to file all such amendments and all exhibits to them and other
documents to be filed in connection with them, with the Securities and Exchange
Commission.
_________________
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
____ _____ ____
<S> <C> <C>
/s/ Steven J. Saiontz
__________________________________ Chief Executive Officer and Director August 31, 1998
Steven J. Saiontz (Principal Executive Officer)
/s/ Shelly Rubin
__________________________________ Financial Vice President August 31, 1998
Shelly Rubin (Principal Financial Officer)
/s/ J.T. McMickle
__________________________________ Controller August 31, 1998
J.T. McMickle (Principal Accounting Officer)
/s/ Stuart A. Miller
__________________________________ Director August 31, 1998
Stuart A. Miller
/s/ Leonard Miller
__________________________________ Director August 31, 1998
Leonard Miller
__________________________________ Director August __, 1998
Brian L. Bilzin
__________________________________ Director August __, 1998
Sue M. Cobb
__________________________________ Director August __, 1998
Carlos M. de la Cruz
/s/ Jeffrey P. Krasnoff
__________________________________ Director August 31, 1998
Jeffrey P. Krasnoff
</TABLE>
S-1
<PAGE>
EXHIBIT INDEX
PAGE IN SEQUENTIAL
__________________
EXHIBIT NUMBERING SYSTEM
_______ __________________
Exhibit 5.1 Opinion of Rogers & Wells LLP............................... 11
Exhibit 24.1 Consent of Rogers & Wells LLP (attorneys) included
in Exhibit 5.1
Exhibit 24.2 Consnet of Deloitte & Touche LLP (accountants).............. 12
Exhibit 25.1 Power of Attorney - on signature pages
<PAGE>
EXHIBIT 5.1
___________
ROGERS & WELLS LLP
200 Park Avenue, New York, NY 10166
Telephone (212) 878-8000 Facsimile (212) 878-8375
August 31, 1998
LNR Property Corporation
760 Northwest 107th Avenue
Miami, Florida 33172
Dear Sirs:
We have acted as counsel to LNR Property Corporation (the "Company") in
connection with the proposed issuance of up to 2,000,000 shares of common
stock, par value $.10 per share, of the Company upon exercise of options
granted under the Company's 1997 Stock Option Plan and up to 615,600 shares
upon exercise of options granted under Lennar Corporation's 1991 Stock Option
Plan which, as a result of a distribution of the stock of the Company to Lennar
Corporation's stockholders, entitle holders to receive stock of the Company
(the 2,615,600 shares being the "Shares"). In that capacity, we are familiar
with the proceedings, corporate and other, relating to the authorization
of the issuance of the Shares.
Based upon the foregoing, and such other examination of law and fact as we
have deemed necessary, we are of the opinion that when issued and paid for
upon exercise of options granted under the Company's 1997 Stock Option Plan or
Lennar Corporation's 1991 Stock Option Plan, the Shares will be legally issued,
fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to a registration
statement on Form S-8 relating to the Shares.
Very truly yours,
/s/ ROGERS & WELLS LLP
<PAGE>
EXHIBIT 24.2
______________
INDEPENDENT AUDITOR'S CONSENT
_____________________________
We consent to the incorporation by reference in this Registration Statement of
LNR Property Corporation on Form S-8 of our report dated February 3, 1998,
February 18, 1998, as to Note 16, appearing in the Annual Report on Form 10-K,
of LNR Property Corporation for the year ended November 30, 1997.
/s/ Deloitte & Touche LLP
Miami, Florida
August 31, 1998
