As filed with the Securities and Exchange Commission on January ___, 1999.
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
LNR PROPERTY CORPORATION SAVINGS PLAN
(Full Title of the Plan)
Steven J. Saiontz
LNR Property Corporation
760 Northwest 107th Avenue
Miami, Florida 33172
(Name and Address of Agent For Service)
(305) 485-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price (2) Fee
Common Stock, $.10 par
share value 500,000 Shares $20.3125 $10,156,250 $2,823.44
1 In addition, pursuant to rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of plan interests
to be offered or sold pursuant to the employee benefit plan described herein.
2 Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the
basis of the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange on January 19, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
Registration Statement:
(1) The Annual Report of LNR Property Corporation (the "Company")
on Form 10-K for the fiscal year ended November, 1997, which has heretofore been
filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act").
(2) The Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended February 28, May 31, and August 31, 1998, which have
heretofore been filed by the Company with the Commission pursuant to the 1934
Act.
(3) Current Reports dated January 16, 1998, May 18, 1998 and July
14, 1998 which have heretofore been filed by the Company with the Commission
pursuant to the 1934 Act.
(4) All other reports filed by the Company and the Plan pursuant
to Section 13(a) or 15(d) of the 1934 Act since December 31, 1997.
(5) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 10 filed with the Commission
pursuant to Section 12 of the 1934 Act on July 29, 1997.
All documents subsequently filed by the Company and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents"); provided, however, that the documents enumerated
above or subsequently filed by the registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the 1934 Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Company's Annual Report on Form 10-K and the Plan's Annual Report on Form
11-K covering such year shall not be Incorporated Documents or be incorporated
by reference in this Registration Statement or be a part hereof from and after
the filing of such Annual Reports.
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12(b)
of the 1934 Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
<PAGE>
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 to additional indemnification under Section
145 of the General Corporation Law of Delaware.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
The 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, as amended (the "Act"), 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) That, for the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the Registration Statement 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.
(4) 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.
(5) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned 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, State of Florida,
on the 19th day of January, 1999.
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 rtatement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Steven J. Saiontz Chief Executive Officer and Director January 19, 1999
Steven J. Saiontz (Principal Executive Officer)
/s/ Shelly Rubin Financial Vice President January 19, 1999
Shelly Rubin (Principal Financial Officer)
/s/ J.T. McMickle Controller January 19, 1999
J.T. McMickle (Principal Accounting Officer)
/s/ Stuart A. Miller Director January 19, 1999
Stuart A. Miller
/s/ Leonard Miller Director January 19, 1999
Leonard Miller
/s/ Brian L. Bilzin Director January 19, 1999
Brian L. Bilzin
/s/ Sue M. Cobb Director January 19, 1999
Sue M. Cobb
/s/ Carlos M. de la Cruz Director January 19, 1999
Carlos M. de la Cruz
/s/ Jeffrey P. Krasnoff Director January 19, 1999
Jeffrey P. Krasnoff
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the
trustee (or other pesons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized in the City of Miami, State of Florida on
January 19, 1999.
LNR PROPERTY CORPORATION SAVINGS PLAN
By: /s/ Steven J. Saiontz
Steven J. Saiontz
Member, Administrative Committee
By: /s/ Jeffrey P. Krasnoff
Jeffrey P. Krasnoff
Member, Administrative Committee
By: /s/ Shelly Rubin
Shelly Rubin
Member, Administrative Committee
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 Certificate of Incorporation and Amendment (incorporated by
reference to Exhibit 3.1 of the Company's Form 10 dated
July 29,1997).
4.2 By-Laws (incorporated by reference to Exhibit 3.2 of the
Company's Form 10 dated July 29, 1997).
5* Opinion (including consent) of McDermott, Will & Emery.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of McDermott, Will & Emery (included in Exhibit 5).
24* Power of Attorney (included on signature page).
*Filed herewith.
Exhibit 5
McDermott, Will & Emery
600 13th Street, N.W.
Washington, DC 20005
January 20, 1999
LNR Property Corporation
760 Northwest 107th Avenue
Suite 300
Miami, Florida 33172
Re: Participations in the LNR Property Corporation Savings Plan and
500,000 Shares of Common Stock $.10 par value) (the "Plan")
Ladies and Gentlemen:
We have acted as counsel for LNR Property Corporation (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") for the registration under the Securities Act
of 1933, as amended, of participations in the Plan and 500,000 shares of the
Company's Common Stock (the "Common Stock"), which may be purchased pursuant to
the Plan.
We have examined or considered:
1. A copy of the Company's Certificate of Incorporation and Amendment.
2. The By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of Delaware, as of
a recent date, as to the good standing of the Company in that state.
4. Copies of resolutions duly adopted by the Board of Directors of the
Company relating to the Plan.
5. A copy of the Plan.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
Based on the foregoing, we are of the opinion that:
(a)The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
(b) All legal and corporate proceedings necessary for the authorization,
issuance and delivery of the shares of Common Stock under the Plan have been
duly taken, and the Common Stock, upon acquisition pursuant to the terms of the
Plans, will be duly authorized, legally and validly issued, fully paid and
nonassessable.
(c) The Plan complies with the provisions of the Employee Retirement
Income Security Act of 1974, as amended.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
Exhibit 23.1
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 reports 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.
DELOITTE & TOUCHE LLP
Miami, Florida
January 20, 1999
