May 3, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Lennar Corporation -- Registration
Statement File No. 33-53003
----------------------------------
Dear Sirs:
On behalf of Lennar Corporation (the "Company"), and in
accordance with the Securities Act of 1933, as amended, and Rule
101(a) of Regulation S-T, we submit for electronic filing a copy of
Amendment No. 1 to Registration Statement File No. 33-53003 and a
copy marked to show changes from the initial filing made on April
6, 1994.
In accordance with Rule 901(d) of Regulation S-T, a
paper format copy of Amendment No. 1 will be filed within six
business days.
If you have any questions or comments regarding the
Registration Statement, please call David W. Bernstein at (212)
878-8342 or Carol A. Mateer at (212) 878-8469.
Very truly yours,
Carol A. Mateer
<PAGE>
As filed with the Securities and Exchange Commission on May 4, 1994
REGISTRATION NO. 33-53003
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 1
TO
--------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
LENNAR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 59-1281887
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
700 NORTHWEST 107TH AVENUE
MIAMI, FLORIDA 33172
(305) 559-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
LEONARD MILLER
PRESIDENT
LENNAR CORPORATION
700 NORTHWEST 107TH AVENUE
MIAMI, FLORIDA 33172
(305) 559-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------------
COPIES TO:
DAVID W. BERNSTEIN
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
--------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: /_/
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)
OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
============================================================================
<PAGE>
LENNAR CORPORATION
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
AND
WARRANTS
--------------
Lennar Corporation (the "Company") may from time to time offer its
Common Stock, Preferred Stock (which may be issued in one or more series),
Debt Securities (which may be issued in one or more series) or Warrants
entitling the holders to purchase Common Stock, Preferred Stock or Debt
Securities (together "Securities") at an aggregate initial offering price
which will not exceed $200 million. Securities may be offered from time to
time in amounts, at prices and on terms which will be determined at the
time of sale. Offerings may be of particular Securities or of units
consisting of two or more types of Securities. The Company may sell
Securities to or through underwriters, through agents or directly to
purchasers.
The terms of particular Securities offered by the Company will be
described in a Prospectus Supplement which will accompany this Prospectus.
A Prospectus Supplement relating to a series of Preferred Stock will
describe, to the extent applicable, its title, maximum number of shares,
liquidation preference per share, dividend rights (which may be fixed
or participating and may be cumulative or non-cumulative), voting rights,
conversion rights, redemption provisions and sinking fund or purchase fund
requirements, as well as any other material terms. A Prospectus Supplement
relating to a series of Debt Securities will describe, to the extent
applicable, its title, aggregate principal amount, maturity, interest rate
(which may be fixed or variable), currency of payment, interest payment
dates, conversion rights, redemption provisions and sinking fund or purchase
fund requirements, as well as any other material terms. A Prospectus
Supplement relating to an issue of Warrants will describe the Securities
which can be purchased by exercise of the Warrants, the exercise price of
the Warrants (which may be wholly or partly consideration other than cash)
and the period during which the Warrants can be exercised, as well as any
other material terms.
Each Prospectus Supplement will also contain the names of the
underwriters or agents, if any, through which the Securities to which
it relates will be sold, the initial public offering price, information
about securities exchanges or automated quotation systems on which the
Securities will be listed or traded and any other material information
about the offering and sale of the Securities.
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
OF THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------
The date of this Prospectus is April 29, 1994
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS. IF GIVEN OR
MADE, THAT INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR BY ANY AGENT, UNDERWRITER OR DEALER. THIS
PROSPECTUS DOES NOT, AND NO PROSPECTUS SUPPLEMENT WILL, CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL FOR THAT PERSON TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY
SALE OF SECURITIES WILL, UNDER ANY CIRCUMSTANCES, IMPLY THAT THE INFORMATION
IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IS CORRECT AT ANY TIME AFTER
ITS DATE.
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference. . . 2
The Company. . . . . . . . . . . . . . . . . . . . . 3
Selected Financial Data. . . . . . . . . . . . . . . 4
Selected Operating Data. . . . . . . . . . . . . . . 5
Description of Debt Securities . . . . . . . . . . . 6
Description of Warrants. . . . . . . . . . . . . . . 7
Description of Capital Stock . . . . . . . . . . . . 8
Legal Matters. . . . . . . . . . . . . . . . . . . . 9
Experts. . . . . . . . . . . . . . . . . . . . . . . 9
AVAILABLE INFORMATION
Lennar Corporation ("Lennar" or the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 and
in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). All reports and
other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and
the following Regional Offices of the Commission: 7 World Trade Center,
New York, New York 10048 and 500 West Madison Street, 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 Common Stock of the Company is listed
on the New York Stock Exchange, 20 Broad Street, New York, New York 10005
and reports and other information concerning the Company can also be
inspected at the offices of that Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
(File 1-6643) are incorporated by reference in this Prospectus:
Annual Report on Form 10-K for the fiscal year ended November 30, 1993.
Quarterly Report on Form 10-Q for the period ended February 28, 1994.
Current Report on Form 8-K dated April 5, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of the offering made by this
Prospectus will be deemed to be incorporated by reference in this
Prospectus and to be a part of this Prospectus from the dates they are filed.
Any statement contained in this Prospectus or in a document incorporated by
reference in this Prospectus will be deemed to be modified or superseded
for purposes of this Prospectus to the extent a statement in any subsequently
filed document which is incorporated by reference in this Prospectus modifies
or supersedes the earlier statement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of the documents
incorporated by reference in this Prospectus, other than exhibits to those
documents which are not specifically incorporated by reference. Requests
should be directed to: Lennar Corporation, 700 Northwest 107th Avenue,
Miami, Florida 33172, Attention: Director of Shareholder Relations
(Telephone: (305) 559-4000).
<PAGE>
THE COMPANY
The Company is a full service real estate company. It is primarily
engaged in homebuilding, in the ownership and management of commercial
and residential income-producing properties and other real estate related
assets (including both properties built and owned by the Company and
properties and mortgages acquired by the Company or by partnerships in
which the Company is a participant) and in real estate related financial
services. The Company believes its investment management and financial
services businesses provide a balance to the cyclical nature of the
homebuilding business.
The Company and its predecessor have built homes since 1954. The
Company believes that, since its acquisition of Development Corporation
of America in 1986, it has each year delivered more homes in Florida
than any other homebuilder. The Company has been building homes in
Arizona since 1972, where it currently is one of the leading homebuilders.
In 1991, the Company began building homes in the Dallas/Ft. Worth area of
Texas and in 1993 it expanded its Texas activities into the Houston area.
The Company has constructed and sold over 100,000 homes to date.
The Company is involved in all phases of planning and building its
residential communities, including land acquisition, site planning,
preparation of land, improvement of undeveloped and partially developed
acreage and design, construction and marketing of homes. The Company
subcontracts virtually all segments of development and construction to
others. The Company sells single-family attached and detached homes and
condominiums in buildings generally one to five stories in height. Homes
sold by the Company are primarily in the moderate price range for the areas
in which they are located. They are targeted primarily at first time
homebuyers, first time move-up homebuyers and, in some communities, retirees.
The Company has been engaged since the early 1970's in developing and
managing commercial and residential income-producing properties. It has
also, on a number of occasions, developed properties under arrangements
with financial institutions which had acquired the properties through
foreclosures or similar means. At November 30, 1993, it owned and was
managing more than 2,800 rental apartment units and approximately
1,400,000 square feet of low rise office buildings, warehouses and
neighborhood retail centers, as well as a 297 room hotel, a mobile
home park and golf and other recreational facilities in various
communities.
In 1992, the Company began acquiring, primarily through partnerships
in which it is a participant, pools of real estate assets which it believes
can be liquidated at a profit and which will generate rental, interest and
other income during the several year liquidation process. The Company
manages the portfolios of real estate assets for the partnerships in which
it participates. The management agreements typically provide for reimburse-
ment to the Company of costs of management and for fees based on the cash
flow performance of the partnerships.
The Company's financial services subsidiaries originate mortgage loans,
service mortgage loans which they and other lenders originate, purchase and
re-sell mortgage loan pools (often retaining the servicing rights), arrange
title insurance and provide closing services for homebuyers. Mortgage loans
originated by the Company include conventional, FHA-insured and VA-guaranteed
mortgage loans. The Company entered the mortgage banking business in 1981,
primarily to provide financing to buyers of its homes. However, loans to
buyers of the Company's homes currently represent only a small portion of
the Company's loan originations. The Company sells the loans it originates
in the secondary mortgage market, generally on a non-recourse basis, but
usually retains the servicing rights.
RECENT EVENT
In April 1994, the Company selected Deloitte & Touche to audit the
Company's financial statements.
<PAGE>
SELECTED FINANCIAL DATA
The following financial data, except the ratios of earnings to fixed
charges, at November 30, 1993 and 1992, and for the fiscal years in the
three-year period ended November 30, 1993, and at February 28, 1994 and
for the three month period ended February 28, 1994 and 1993, are derived
from, and are qualified by reference to, the consolidated financial state-
ments included in the Company's Annual Report on Form 10-K for the year
ended November 30, 1993 and its Quarterly Report on Form 10-Q for the
period ended February 28, 1994. Although the financial statements at
February 28, 1994 and for the periods ended February 28, 1994 and 1993
have not been amended, in the opinion of management, they contain all
adjustments (consisting only of normal recurring accruals) necessary for
a fair presentation of the information contained in them. The results of
operations for the three months ended February 28, 1994 are not necessarily
indicative of what results will be for the entire year.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
FEBRUARY 28, FISCAL YEARS ENDED NOVEMBER 30
---------------------- ------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Revenues
Sales of homes $147,442 $84,764 $513,503 $300,789 $219,075 $260,503 $349,257
Other real estate 27,426 16,533 79,846 50,752 42,910 39,587 44,652
-------- ------- -------- -------- -------- -------- --------
Total real estate 174,868 101,297 593,349 351,541 261,985 300,090 393,909
Financial services 14,728 12,095 59,204 56,723 37,688 21,455 13,758
Limited-purpose finance subsidiaries 2,714 4,058 14,355 21,164 26,070 29,325 32,649
-------- ------- -------- -------- -------- -------- --------
Total revenues 192,310 117,450 666,908 429,428 325,743 350,870 440,316
General and administrative expenses 8,095 6,196 28,066 20,426 17,318 20,508 22,151
Unusual item - hurricane damage - - - 7,600 - - -
Earnings (loss) before income taxes:
Real estate 21,167 11,585 69,190 31,497 19,455 16,188 39,081
Financial services 3,093 2,613 12,860 14,017 13,219 4,816 3,009
Limited-purpose finance subsidiaries (76) (16) 4 (151) 369 9 474
-------- ------- -------- -------- -------- -------- --------
Total earnings before income taxes 24,184 14,182 82,054 45,363 33,043 21,013 42,564
-------- ------- -------- -------- -------- -------- --------
Earnings before cumulative effect of
changes in accounting principles 14,752 9,005 52,511 29,146 21,148 13,658 28,093
Net earnings $ 15,713 $ 9,005 $52,511 $ 29,146 $ 21,148 $13,658 $ 28,093
======== ======= ======= ======== ======== ======= ========
Earnings per share before cumulative
effect of changes in accounting
principles $ .41 $ .29 $ 1.51 $ .95 $ .70 $ .45 $ .93
Net earnings per share (1) $ .44 $ .29 $ 1.51 $ .95 $ .70 $ .45 $ .93
======== ======= ======= ======== ======== ======= ========
Weighted average number of shares
outstanding (in thousands) (1) 36,087 30,830 34,709 30,743 30,171 30,101 30,066
Ratio of earnings to fixed charges (2) 3.3x 2.2x 2.9x 1.8x 1.5x 1.1x 1.6x
Ratio of earnings to fixed charges
(excluding limited-purpose finance
subsidiaries) (2)(3) 4.5x 3.3x 4.3x 2.8x 2.3x 1.3x 2.7x
Financial Position (End of Period):
Total assets- real estate $ 850,468 $783,256 $558,319 $464,822 $468,768 $497,860
- financial services 239,754 284,391 238,731 159,815 99,831 77,083
- limited-purpose finance
subsidiaries 114,152 127,843 183,211 237,636 266,613 293,225
-------- -------- -------- -------- -------- --------
Consolidated 1,204,374 1,195,490 980,261 862,273 835,212 868,168
========= ========= ======== ======== ======= ========
Total debt- real estate 302,055 242,193 177,652 129,880 133,873 155,393
- financial services 124,665 167,561 144,401 70,137 26,958 18,930
- limited-purpose finance
subsidiaries 106,761 121,361 174,152 226,133 253,997 279,716
-------- -------- -------- -------- -------- --------
Consolidated 533,481 531,115 496,205 426,150 414,828 454,039
-------- -------- -------- -------- -------- --------
Ratio of real estate debt to
total equity 62.5% 51.8% 55.6% 44.6% 49.6% 60.0%
Stockholders' equity 483,181 467,473 319,330 291,237 269,705 259,079
Stockholders' equity per share(1) $ 13.51 $ 13.09 $ 10.49 $ 9.61 $ 9.02 $ 8.62
<FN>
_______________
(1)All per share amounts and shares outstanding have been restated to reflect a two-for-one stock split effective February
25, 1992 and a three-for-two stock split effective April 5, 1994.
(2)For the purpose of calculating the ratio of earnings to fixed charges, "earnings" consist of income before income taxes plus
"fixed charges." "Fixed charges" consist of interest on all indebtedness (neither the Company nor its subsidiaries has any
material original issue discount or capitalized lease obligations).
(3)For the purpose of calculating the ratio of earnings to fixed charges (excluding limited-purpose finance subsidiaries),
"fixed charges" do not include interest on indebtedness of limited-purpose finance subsidiaries (that interest being funded
by payments on mortgage loans, which are the sole assets of the limited-purpose finance subsidiaries).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SELECTED OPERATING DATA
THREE MONTHS
ENDED
FEBRUARY 28, FISCAL YEAR ENDED NOVEMBER 30,
----------------------------- ------------------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Number of homes delivered 1,176 816 4,634 3,039 2,480 3,011 4,259
Backlog of home sales
contracts - number . . . . 2,122 2,280 2,105 1,788 1,039 815 1,423
Backlog of home sales
contracts - dollar value . $270,000 $254,000 $264,000 $191,000 $106,000 $80,000 $134,000
Number of loans in
servicing portfolio. . . . 46,000 52,800 46,600 52,100 40,100 30,900 16,700
Unpaid principal balance
of servicing portfolio . . $3,400,000 $3,800,000 $3,400,000 $3,800,000 $2,800,000 $2,200,000 $1,100,000
</TABLE>
<PAGE>
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an Indenture (the "Indenture")
dated as of April 15, 1994 between the Company and The First National Bank of
Chicago, as Trustee (the "Trustee"). The following statements are subject
to the detailed provisions of the Indenture and are qualified in their
entirety by reference to the Indenture, a copy of which is filed as an
exhibit to the Registration Statement of which this Prospectus is a part and
is also available for inspection at the office of the Trustee. All references
to "Section," "Article" or "Paragraph" in this section refer to the applicable
Section or Article of the Indenture or the applicable Paragraph in the form of
Debenture included in the Indenture, as the case may be.
GENERAL
The Debt Securities will be unsecured obligations of the Company. The
Indenture does not limit the principal amount of Debt Securities that may
be issued. However, the Debt Securities offered by this Prospectus will be
limited to Debt Securities which, together with the other Securities offered
by this Prospectus, will have an aggregate initial offering price of not more
than $200,000,000. The Debt Securities may be issued in one or more series.
Specific terms of each series of Debt Securities will be contained in a
supplemental indenture relating to that series. There will be Prospectus
Supplements relating to particular series of Debt Securities. Each
Prospectus Supplement will describe, as to the Debt Securities to which it
relates: (i) the title of the Debt Securities; (ii) any limit upon the
aggregate principal amount of a series of Debt Securities which may be
issued; (iii) the date or dates on which principal of the Debt Securities
will be payable and the amount of principal which will be payable; (iv)
the rate or rates (which may be fixed or variable) at which the Debt
Securities will bear interest, if any, as well as the dates from which
interest will accrue, the dates on which interest will be payable and
the record date for the interest payable on any payment date; (v) the
currency or currencies in which principal, premium, if any, and interest,
if any, will be paid; (vi) the place or places where principal, premium,
if any, and interest, if any, on the Debt Securities will be payable and
where Debt Securities which are in registered form can be presented for
registration of transfer or exchange; (vii) any provisions regarding the
right of the Company to redeem Debt Securities or of holders to require
the Company to redeem Debt Securities; (viii) the right, if any, of holders
of the Debt Securities to convert them into stock or other securities of
the Company, including any provisions intended to prevent dilution of the
conversion rights or otherwise; (ix) any provisions by which the Company
will be required or permitted to make payments to a sinking fund which
will be used to redeem Debt Securities or a purchase fund which will be
used to purchase Debt Securities; (x) the percentage of the principal
amount of the Debt Securities which is payable if maturity of the Debt
Securities is accelerated because of a default; and (xi) any other material
terms of the Debt Securities.
The Indenture does not contain any restrictions on the payment of
dividends or the repurchase of securities of the Company or any financial
covenants. However, Supplemental Indentures relating to particular series of
Debt Securities may contain provisions of that type.
FORM OF DEBT SECURITIES
Debt Securities may be certificated or uncertificated and may be
issued in registered form with or without coupons or in bearer form with
coupons, if applicable.
Debt Securities of a series may be evidenced by one or more global
certificates, which will be in denominations equal to all or a portion
of the aggregate principal amount of the Debt Securities of that series.
The global certificates may be deposited with depositaries, and may be
subject to restrictions upon transfer or upon exchange for Debt Securities
in individually certificated form.
<PAGE>
EVENTS OF DEFAULT AND REMEDIES
An Event of Default with respect to the Debt Securities of any series
("Series Debt") is defined in the Indenture as being default in payment
of the principal of or premium, if any, on any of the Series Debt; default for
30 days (or another period specified in a supplemental indenture relating to
a particular series of Debt Securities, which may be no period) in payment of
any installment of interest on the Series Debt; default by the Company for 45
days after notice in the observance or performance of any other covenants in
the Indenture and certain events involving bankruptcy, insolvency or
reorganization of the Company (Section 6.01). The Indenture provides that
the Trustee may withhold notice to the holders of Series Debt of any default
(except a default in payment of principal, premium, if any, or interest, if
any, with respect to the Series Debt) if the Trustee considers it in the
interest of the holders of the Series Debt to do so (Section 7.05).
The Indenture provides that if any Event of Default has occurred and
is continuing, the Trustee or the holders of not less than 25% in principal
amount of the Series Debt then outstanding may declare the principal of all
the Series Debt to be due and payable immediately. However, if the Company
cures all defaults (except the failure to pay principal, premium or interest
which became due solely because of the acceleration) and certain other
conditions are met, that declaration may be annulled and past defaults may
be waived by the holders of a majority in principal amount of the Series Debt
then outstanding. (Section 6.02).
The holders of a majority in principal amount of the Series Debt
then outstanding will have the right to direct the time, method and place
of conducting any proceedings for any remedy available to the Trustee,
subject to certain limitations specified in the Indenture (Section 6.05).
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the
Trustee, (a) with the consent of the holders of not less than a majority in
principal amount of the Debt Securities at the time outstanding, to modify
the Indenture or any supplemental indenture or the rights of the holders
of the Debt Securities generally, and (b) with the consent of the holders
of not less than a majority in principal amount of any Series Debt, to
modify any supplemental indenture relating solely to that Series Debt
or the rights of the holders of that Series Debt, except that no modification
may (i) extend the fixed maturity of any Debt Securities, reduce the rate
or extend the time for payment of interest on any Debt Securities, reduce
the principal amount of any Debt Securities or premium, if any, on it, impair
or affect the right of a holder to institute suit for the payment of principal,
premium, if any, or interest, if any, change the currency in which any Debt
Securities are payable or impair the right, if any, to convert any Debt
Securities into Common Stock or other securities of the Company, without
the consent of holder of each Debt Securities who will be affected, or (ii)
reduce the percentage of Debt Securities or Series Debt required to consent
to an amendment, supplement or waiver, without the consent of the holders
of all the then outstanding Debt Securities or of the Series Debt which will
be affected. (Section 9.02)
CONCERNING THE TRUSTEE
The First National Bank of Chicago, the Trustee under the Indenture,
provides, and may continue to provide, banking services to the Company in
the ordinary course of its business.
DESCRIPTION OF WARRANTS
Each issue of Warrants will be the subject of an agreement (a"Warrant
Agreement") which will contain the terms of the Warrants. There will be a
Prospectus Supplement with regard to each issue of Warrants. Each Prospectus
Supplement will describe, as to the Warrants to which it relates: (i) the
securities which may be purchased by exercising the Warrants (which may
be Common Stock, Preferred Stock, Debt Securities or units consisting of two
or more of those types of securities); (ii) the exercise price of the Warrants
(which may be wholly or partly payable in cash or wholly or partly payable
with other types of consideration); (iii) the period during which the Warrants
may be exercised; (iv) any provision adjusting the securities which may be
purchased on exercise of the Warrants and the exercise price of the Warrants
in order to prevent dilution or otherwise; (iv) the place or places where
<PAGE>
Warrants can be presented for exercise or for registration of transfer or
exchange; and (v) any other material terms of the Warrants.
DESCRIPTION OF CAPITAL STOCK
Lennar's authorized capital stock is 100,000,000 shares of Common
Stock, $.10 par value, 30,000,000 shares of Class B Common Stock, $.10
par value, and 500,000 shares of Preferred Stock, $10 par value. At April
5, 1994, 25,771,116 shares of Common Stock and 9,986,631 shares of Class
B Common Stock were outstanding.
PREFERRED STOCK
The Preferred Stock may be issued in series with any rights and
preferences which may be authorized by Lennar's board of directors.
However, the Preferred Stock offered by this Prospectus will be limited
to Preferred Stock which, together with the other Securities offered
by this Prospectus, will have an aggregate initial offering price
of not more than $200,000,000. There will be Prospectus Supplements
relating to particular series of Preferred Stock. Each Prospectus
Supplement will describe, as to the Preferred Stock to which it
relates: (i) the title of the Preferred Stock; (ii) any limit upon
the number of shares of the series of Preferred Stock which may be issued;
(iii) the preference, if any, to which holders of the series of Preferred
Stock will be entitled upon liquidation of the Company; (iv) the date or
dates on which the Company will be required or permitted to redeem the
Preferred Stock; (v) the terms, if any, on which the Company or holders
of the Preferred Stock will have the option to cause the Preferred
Stock to be redeemed; (vi) the voting rights of the holders of the
Preferred Stock; (vii) the dividends, if any, which will be payable
with regard to the series of Preferred Stock (which may be fixed
dividends or particularly dividends and may be cumulative or non-
cumulative); (viii) the right, if any, of holders of the Preferred
Stock to convert it into another class of stock or securities of
the Company, including provisions intended to prevent dilution of those
conversion rights; (ix) any provisions by which the Company will be
required or permitted to make payments to a sinking fund which will
be used to redeem Preferred Stock or a purchase fund which will be
used to purchase Preferred Stock; and (x) any other material terms
of the Preferred Stock.
COMMON STOCK
All the outstanding shares of Common Stock are fully paid
and nonassessable and entitled to participate equally and ratably in
dividends and in distributions available for the Common Stock on
liquidation. Each share is entitled to one vote for the election
of directors and upon all other matters on which the common stockholders
vote. Holders of Common Stock do not have preemptive rights and are
not entitled to cumulative votes in the election of Directors.
The transfer agent and registrar for the Common Stock is First
Union National Bank, Charlotte, North Carolina.
CLASS B COMMON STOCK
The Class B Common Stock is identical in every respect with
the Common Stock, except that (a) each share of Class B Common Stock
is entitled to ten votes on each matter submitted to the vote of the
common stockholders, while each share of Common Stock is entitled to
only one vote on each matter submitted to the vote of the common
stockholders, (b) the cash dividends, if any, paid with regard to
the Class B Common Stock in a year cannot be more than 90% of the
cash dividends, if any, paid with regard to the Common Stock in that
year, (c) Class B Common Stock cannot be transferred, except to a
limited group of Permitted Transferees (primarily close relatives of
the Class B stockholder, fiduciaries for the Class B stockholder
or for close relatives, and entities of which the Class B stockholder
or close relatives are majority owners), (d) Class B Common Stock
may at any time be converted into Common Stock, but Common Stock
may not be converted into Class B Common Stock, (e) amendments to
provisions of the Company's Certificate of Incorporation relating
to the Common Stock or the Class B Common Stock require the
approval of a majority of the shares of Common Stock which are
voted with regard to them (as well as a majority in voting power
of all the outstanding Common Stock and Class B Common Stock
combined), and (f) under Delaware law, certain matters affecting
<PAGE>
the rights of holders of Class B Common Stock may require approval of
the holders of the Class B Common Stock voting as a separate class.
Leonard Miller, the Chairman of the Board of the Company,
currently owns 9,947,130 shares of Class B Common Stock, which is
99.6% of the outstanding Class B Common Stock and 27.8% of the
outstanding common stock of both classes. Mr. Miller's Class B
Common Stock gives him 79.2% of the total votes which can be cast by
the holders of both classes of Common Stock. Even if Mr. Miller
converted 6,371,000 shares of Class B Common Stock into Common Stock
and sold that Common Stock, thereby reducing his holdings to 10% of
the total common stock of both classes, Mr. Miller would be entitled
to cast more than 50% of the votes. Mr. Miller has no current
intention to convert any Class B Common Stock into Common Stock,
or to sell any Common Stock, although, except as described under
"Underwriting," he would be free to do so at any time.
The existence of Class B Common Stock, which has substantially
greater voting rights than the Common Stock, probably would have the
effect of discouraging non-negotiated tender offers and other types
of non-negotiated takeovers, if any were contemplated. Mr. Miller's
ownership of Class B Common Stock would make it impossible for
anyone to acquire shares which have voting control of the Company
so long as Mr. Miller's Class B Common Stock represents at least 9.09%
of the combined common stock of both classes and the total outstanding Class
B Common Stock is at least 10% of the combined common stock of both classes
(if at any time the outstanding shares of Class B Common Stock are less
than 10% of the outstanding shares of both classes of common stock taken
together, the Class B Common Stock will automatically be converted into
Common Stock). However, because Mr. Miller owns 99.6% of the outstanding
Class B Common Stock, at the current level of outstanding Common Stock,
in order for the Class B Common Stock to be at least 10% of the outstanding
shares of both classes of common stock, Mr. Miller's Class B Common Stock
would be at least 9.89% of the common stock of both classes.
LEGAL MATTERS
The validity of the Securities offered by this Prospectus will be
passed upon for the Company by Rogers & Wells, 200 Park Avenue, New
York, New York 10166. If the validity of any Securities is also passed
upon by counsel for the underwriters of an offering of those securities,
that counsel will be named in the Prospectus Supplement relating to that
offering.
EXPERTS
The consolidated financial statements and schedules of Lennar
Corporation and subsidiaries as of November 30, 1993 and 1992 and for
each of the years in the three-year period ended November 30, 1993
incorporated by reference herein and elsewhere in the Registration
Statement, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat
Marwick, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in
connection with the issuance and distribution of the securities
being registered, other than underwriting discounts and commissions:
Registration fee -- Securities and Exchange Commission $68,966
Accounting fees and expenses *
Legal fees and expenses *
Trustees' fees and expenses *
Rating agency fees *
Cost of printing and engraving *
Miscellaneous *
Total *
--------
*
========
- ---------------
*Cannot be estimated until particular offerings are proposed.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 145 of the General Corporation
Law of Delaware, the Company's Certificate of Incorporation provides that
an officer, director, employee or agent of the Company is entitled to
be indemnified for the expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him by reason of any
action, suit or proceeding brought against him by virtue of his acting
as such officer, director, employee or agent, provided he acted in good
faith or in a manner he reasonably believed to be in or not opposed to the
best interests of the Company and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful,
except that in any action or suit by or in the right of the Company such
person shall be indemnified only for the expenses actually and reasonably
incurred by him and, if such person shall have been adjudged to be
liable for negligence or misconduct, he shall not be indemnified unless
and only to the extent that a court of appropriate jurisdiction shall
determine that such indemnification is fair and reasonable.
ITEM 16. EXHIBITS
4. Form of Indenture
5. Opinion of Counsel
12. Statement of computation of ratios of earnings to fixed charges
24. Consents
(i) Rogers & Wells (counsel)--included in Exhibit 5
(ii) KPMG Peat Marwick (accountants)
26. Statement of eligibility of trustee on Form T-1
ITEM 17. UNDERTAKINGS
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.
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
<PAGE>
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.
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.
<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-3 and has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami and State of Florida on April 29, 1994.
LENNAR CORPORATION
By: LEONARD MILLER
----------------------------
Leonard Miller
Chairman of the Board
and President
_________________
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed below by the following persons in the capacities
and on the dates indicated.
NAME TITLE DATE
---- ----- ----
Chairman of the Board, April 29, 1994
President, Director (Principal
Executive Officer)
LEONARD MILLER
- ------------------------
Leonard Miller
Financial Vice President April 29, 1994
(Principal Financial Officer)
ALLAN J. PEKOR*
- ------------------------
Allan J. Pekor
Controller (Principal April 29, 1994
Accounting Officer)
JAMES T. TIMMONS*
- ------------------------
James T. Timmons
Director April 29, 1994
CHARLES I. BABCOCK*
- ------------------------
Charles I. Babcock
Director April 29, 1994
IRVING BOLOTIN*
- ------------------------
Irving Bolotin
Director April 29, 1994
ROBERT B. COLE*
- ------------------------
Robert B. Cole
Director April 29, 1994
RICHARD W. McEWEN*
- ------------------------
Richard W. McEwen
<PAGE>
NAME TITLE DATE
---- ----- ----
Director April 29, 1994
JAMES W. McLAMORE*
- ------------------------
James W. McLamore
Director April 29, 1994
STUART A. MILLER*
- ------------------------
Stuart A. Miller
Director April 29, 1994
ARNOLD P. ROSEN*
- ------------------------
Arnold P. Rosen
Director April 29, 1994
STEVEN J. SAIONTZ*
- ------------------------
Steven J. Saiontz
By: LEONARD MILLER*
-------------------------
Leonard Miller
Attorney-In-Fact
<PAGE>
Exhibit 12
<TABLE> EXHIBIT 12
<CAPTION>
COMPUTATION OF EARNINGS TO FIXED CHARGES (INCLUDING LIMITED-PURPOSE FINANCE SUBSIDIARIES)
Quarter Ended Fiscal Years Ended
_____________________________ ______________________________________________________________________
February 28, February 28, November 30, November 30, November 30, November 30, November 30,
1994 1993 1993 1992 1991 1990 1989
____________ ____________ ____________ ____________ ____________ ____________ ____________
(dollars in thousands except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS:
Pre-tax income plus fixed
charges as computed below,
adjusted to exclude the
amount of any interest
capitalized during the
period.
Pre-tax income $24,184 $14,182 $82,054 $45,363 $33,043 $21,013 $42,564
Fixed Charges $8,417 $8,601 $33,765 $36,639 $38,526 $47,199 $48,494
Less: interest capitalized ($4,700) ($4,000) ($17,100) ($15,000) ($14,200) ($15,600) ($15,700)
________ ________ _________ _________ _________ _________ _________
"Earnings" $27,901 $18,783 $98,719 $67,002 $57,369 $52,612 $75,358
======= ======= ======= ======= ======== ======= =======
FIXED CHARGES:
Interest, whether expensed
or capitalized, and
amortization of debt
discounts or premiums.
Interest incurred (all
of Lennar and LFS interest) $5,500 $4,400 $19,700 $16,800 $14,200 $15,600 $15,700
Limited Purpose interest
(all expensed) $2,917 $4,201 $14,065 $19,839 $24,326 $31,599 $32,794
______ ______ _______ _______ _______ _______ _______
"Fixed Charges" $8,417 $8,601 $33,765 $36,639 $38,526 $47,199 $48,494
====== ====== ======= ======= ======= ======= =======
EARNINGS TO FIXED CHARGES
INCLUDING LIMITED-PURPOSE
FINANCE SUBSIDIARIES 3.3 2.2 2.9 1.8 1.5 1.1 1.6
</TABLE>
PAGE
<PAGE>
<TABLE>
<CAPTION>
Exhibit 24(ii)
COMPUTATION OF EARNINGS TO FIXED CHARGES (EXCLUDING LIMITED-PURPOSE FINANCE SUBSIDIARIES)
Quarter Ended Fiscal Years Ended
_____________________________ ______________________________________________________________________
February 28, February 28, November 30, November 30, November 30, November 30, November 30,
1994 1993 1993 1992 1991 1990 1989
____________ ___________ ____________ ____________ ____________ ____________ ____________
(dollars in thousands except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS:
Pre-tax income plus fixed
charges as computed below,
adjusted to exclude the
amount of any interest
capitalized during the period.
Pre-tax income $24,184 $14,182 $82,054 $45,363 $33,043 $21,013 $42,564
Fixed Charges $ 5,500 $ 4,400 $19,700 $16,800 $14,200 $15,600 $15,700
Less: interest capitalized ($ 4,700) ($ 4,000) ($17,100) ($15,000) ($14,200) ($15,600) ($15,700)
_________ _________ __________ _________ _________ _________ _________
"Earnings" $24,984 $14,582 $84,654 $47,163 $33,043 $21,013 $42,564
======= ======= ======= ======= ======= ======= =======
FIXED CHARGES:
Interest, whether expensed
or capitalized, and
amortization of debt
discounts or premiums.
Interest incurred (all
of Lennar and LFS interest) $ 5,500 $ 4,400 $19,700 $16,800 $14,200 $15,600 $15,700
_______ _______ _______ _______ _______ _______ _______
"Fixed Charges" $ 5,500 $ 4,400 $19,700 $16,800 $14,200 $15,600 $15,700
======= ======= ======= ======= ======= ======= =======
EARNINGS TO FIXED
CHARGES EXCLUDING
LIMITED-PURPOSE FINANCE
SUBSIDIARIES 4.5 3.3 4.3 2.8 2.3 1.3 2.7
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Lennar Corporation:
We consent to incorporation by reference in the Registration Statement
(No. 33-53003) of Lennar Corporation on Form S-3 of our report dated January
18, 1994, relating to the consolidated balance sheets of Lennar Corporation
and subsidiaries as of November 30, 1993 and 1992, and the related
consolidated statements of earnings, cash flows, and stockholders' equity,
and the related schedules for each of the years in the three-year
period ended November 30, 1993, which report appears in the November
30, 1993 annual report on Form 10-K of Lennar Corporation.
KPMG PEAT MARWICK
April 29, 1994
<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on May 4, 1994
REGISTRATION NO. 33-53003
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 1
TO
- -
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
LENNAR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 59-1281887
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
700 NORTHWEST 107TH AVENUE
MIAMI, FLORIDA 33172
(305) 559-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
LEONARD MILLER
PRESIDENT
LENNAR CORPORATION
700 NORTHWEST 107TH AVENUE
MIAMI, FLORIDA 33172
(305) 559-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------------
COPIES TO:
DAVID W. BERNSTEIN
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
--------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: /_/
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)
OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
============================================================================
<PAGE>
LENNAR CORPORATION
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
AND
WARRANTS
--------------
Lennar Corporation (the "Company") may from time to time offer its
Common Stock, Preferred Stock (which may be issued in one or more series),
Debt Securities (which may be issued in one or more series) or Warrants
entitling the holders to purchase Common Stock, Preferred Stock or Debt
Securities (together "Securities") at an aggregate initial offering price
which will not exceed $200 million. Securities may be offered from time to
time in amounts, at prices and on terms which will be determined at the
time of sale. Offerings may be of particular Securities or of units
consisting of two or more types of Securities. The Company may sell
Securities to or through underwriters, through agents or directly to
purchasers.
The terms of particular Securities offered by the Company will be
described in a Prospectus Supplement which will accompany this Prospectus.
A Prospectus Supplement relating to a series of Preferred Stock will
describe, to the extent applicable, its title, maximum number of shares,
liquidation preference per share, dividend rights (which may be fixed
or participating and may be cumulative or non-cumulative), voting rights,
conversion rights, redemption provisions and sinking fund or purchase fund
requirements, as well as any other material terms. A Prospectus Supplement
relating to a series of Debt Securities will describe, to the extent
applicable, its title, aggregate principal amount, maturity, interest rate
(which may be fixed or variable), currency of payment, interest payment
dates, conversion rights, redemption provisions and sinking fund or purchase
fund requirements, as well as any other material terms. A Prospectus
Supplement relating to an issue of Warrants will describe the Securities
which can be purchased by exercise of the Warrants, the exercise price of
the Warrants (which may be wholly or partly consideration other than cash)
and the period during which the Warrants can be exercised, as well as any
other material terms.
Each Prospectus Supplement will also contain the names of the
underwriters or agents, if any, through which the Securities to which
it relates will be sold, the initial public offering price, information
about securities exchanges or automated quotation systems on which the
Securities will be listed or traded and any other material information
about the offering and sale of the Securities.
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
OF THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------
The date of this Prospectus is April 29, 1994
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS. IF GIVEN OR
MADE, THAT INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR BY ANY AGENT, UNDERWRITER OR DEALER. THIS
PROSPECTUS DOES NOT, AND NO PROSPECTUS SUPPLEMENT WILL, CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL FOR THAT PERSON TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY
SALE OF SECURITIES WILL, UNDER ANY CIRCUMSTANCES, IMPLY THAT THE INFORMATION
IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IS CORRECT AT ANY TIME AFTER
ITS DATE.
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference. . . 2
The Company. . . . . . . . . . . . . . . . . . . . . 3
Selected Financial Data. . . . . . . . . . . . . . . 4
Selected Operating Data. . . . . . . . . . . . . . . 5
Description of Debt Securities . . . . . . . . . . . 6
Description of Warrants. . . . . . . . . . . . . . . 7
Description of Capital Stock . . . . . . . . . . . . 8
Legal Matters. . . . . . . . . . . . . . . . . . . . 9
Experts. . . . . . . . . . . . . . . . . . . . . . . 9
AVAILABLE INFORMATION
Lennar Corporation ("Lennar" or the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 and
in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). All reports and
other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and
the following Regional Offices of the Commission: 7 World Trade Center,
New York, New York 10048 and 500 West Madison Street, 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 Common Stock of the Company is listed
on the New York Stock Exchange, 20 Broad Street, New York, New York 10005
and reports and other information concerning the Company can also be
inspected at the offices of that Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
(File 1-6643) are incorporated by reference in this Prospectus:
Annual Report on Form 10-K for the fiscal year ended November 30, 1993.
Quarterly Report on Form 10-Q for the period ended February 28, 1994.
Current Report on Form 8-K dated April 5, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of the offering made by this
Prospectus will be deemed to be incorporated by reference in this
Prospectus and to be a part of this Prospectus from the dates they are filed.
Any statement contained in this Prospectus or in a document incorporated by
reference in this Prospectus will be deemed to be modified or superseded
for purposes of this Prospectus to the extent a statement in any subsequently
filed document which is incorporated by reference in this Prospectus modifies
or supersedes the earlier statement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of the documents
incorporated by reference in this Prospectus, other than exhibits to those
documents which are not specifically incorporated by reference. Requests
should be directed to: Lennar Corporation, 700 Northwest 107th Avenue,
Miami, Florida 33172, Attention: Director of Shareholder Relations
(Telephone: (305) 559-4000).
<PAGE>
THE COMPANY
The Company is a full service real estate company. It is primarily
engaged in homebuilding, in the ownership and management of commercial
and residential income-producing properties and other real estate related
assets (including both properties built and owned by the Company and
properties and mortgages acquired by the Company or by partnerships in
which the Company is a participant) and in real estate related financial
services. The Company believes its investment management and financial
services businesses provide a balance to the cyclical nature of the
homebuilding business.
The Company and its predecessor have built homes since 1954. The
Company believes that, since its acquisition of Development Corporation
of America in 1986, it has each year delivered more homes in Florida
than any other homebuilder. The Company has been building homes in
Arizona since 1972, where it currently is one of the leading homebuilders.
In 1991, the Company began building homes in the Dallas/Ft. Worth area of
Texas and in 1993 it expanded its Texas activities into the Houston area.
The Company has constructed and sold over 100,000 homes to date.
The Company is involved in all phases of planning and building its
residential communities, including land acquisition, site planning,
preparation of land, improvement of undeveloped and partially developed
acreage and design, construction and marketing of homes. The Company
subcontracts virtually all segments of development and construction to
others. The Company sells single-family attached and detached homes and
condominiums in buildings generally one to five stories in height. Homes
sold by the Company are primarily in the moderate price range for the areas
in which they are located. They are targeted primarily at first time
homebuyers, first time move-up homebuyers and, in some communities, retirees.
The Company has been engaged since the early 1970's in developing and
managing commercial and residential income-producing properties. It has
also, on a number of occasions, developed properties under arrangements
with financial institutions which had acquired the properties through
foreclosures or similar means. At November 30, 1993, it owned and was
managing more than 2,800 rental apartment units and approximately
1,400,000 square feet of low rise office buildings, warehouses and
neighborhood retail centers, as well as a 297 room hotel, a mobile
home park and golf and other recreational facilities in various
communities.
In 1992, the Company began acquiring, primarily through partnerships
in which it is a participant, pools of real estate assets which it believes
can be liquidated at a profit and which will generate rental, interest and
other income during the several year liquidation process. The Company
manages the portfolios of real estate assets for the partnerships in which
it participates. The management agreements typically provide for reimburse-
ment to the Company of costs of management and for fees based on the cash
flow performance of the partnerships.
The Company's financial services subsidiaries originate mortgage loans,
service mortgage loans which they and other lenders originate, purchase and
re-sell mortgage loan pools (often retaining the servicing rights), arrange
title insurance and provide closing services for homebuyers. Mortgage loans
originated by the Company include conventional, FHA-insured and VA-guaranteed
mortgage loans. The Company entered the mortgage banking business in 1981,
primarily to provide financing to buyers of its homes. However, loans to
buyers of the Company's homes currently represent only a small portion of
the Company's loan originations. The Company sells the loans it originates
in the secondary mortgage market, generally on a non-recourse basis, but
usually retains the servicing rights.
RECENT EVENT
In April 1994, the Company selected Deloitte & Touche to audit the
Company's financial statements.
<PAGE>
SELECTED FINANCIAL DATA
The following financial data, except the ratios of earnings to fixed
charges, at November 30, 1993 and 1992, and for the fiscal years in the
three-year period ended November 30, 1993, and at February 28, 1994 and
for the three month period ended February 28, 1994 and 1993, are derived
from, and are qualified by reference to, the consolidated financial state-
ments included in the Company's Annual Report on Form 10-K for the year
ended November 30, 1993 and its Quarterly Report on Form 10-Q for the
period ended February 28, 1994. Although the financial statements at
February 28, 1994 and for the periods ended February 28, 1994 and 1993
have not been amended, in the opinion of management, they contain all
adjustments (consisting only of normal recurring accruals) necessary for
a fair presentation of the information contained in them. The results of
operations for the three months ended February 28, 1994 are not necessarily
indicative of what results will be for the entire year.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
FEBRUARY 28, FISCAL YEARS ENDED NOVEMBER 30
---------------------- ------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Revenues
Sales of homes $147,442 $84,764 $513,503 $300,789 $219,075 $260,503 $349,257
Other real estate 27,426 16,533 79,846 50,752 42,910 39,587 44,652
-------- ------- -------- -------- -------- -------- --------
Total real estate 174,868 101,297 593,349 351,541 261,985 300,090 393,909
Financial services 14,728 12,095 59,204 56,723 37,688 21,455 13,758
Limited-purpose finance subsidiaries 2,714 4,058 14,355 21,164 26,070 29,325 32,649
-------- ------- -------- -------- -------- -------- --------
Total revenues 192,310 117,450 666,908 429,428 325,743 350,870 440,316
General and administrative expenses 8,095 6,196 28,066 20,426 17,318 20,508 22,151
Unusual item - hurricane damage - - - 7,600 - - -
Earnings (loss) before income taxes:
Real estate 21,167 11,585 69,190 31,497 19,455 16,188 39,081
Financial services 3,093 2,613 12,860 14,017 13,219 4,816 3,009
Limited-purpose finance subsidiaries (76) (16) 4 (151) 369 9 474
-------- ------- -------- -------- -------- -------- --------
Total earnings before income taxes 24,184 14,182 82,054 45,363 33,043 21,013 42,564
-------- ------- -------- -------- -------- -------- --------
Earnings before cumulative effect of
changes in accounting principles 14,752 9,005 52,511 29,146 21,148 13,658 28,093
Net earnings $ 15,713 $ 9,005 $52,511 $ 29,146 $ 21,148 $13,658 $ 28,093
======== ======= ======= ======== ======== ======= ========
Earnings per share before cumulative
effect of changes in accounting
principles $ .41 $ .29 $ 1.51 $ .95 $ .70 $ .45 $ .93
Net earnings per share (1) $ .44 $ .29 $ 1.51 $ .95 $ .70 $ .45 $ .93
======== ======= ======= ======== ======== ======= ========
Weighted average number of shares
outstanding (in thousands) (1) 36,087 30,830 34,709 30,743 30,171 30,101 30,066
Ratio of earnings to fixed charges (2) 3.3x 2.2x 2.9x 1.8x 1.5x 1.1x 1.6x
Ratio of earnings to fixed charges
(excluding limited-purpose finance
subsidiaries) (2)(3) 4.5x 3.3x 4.3x 2.8x 2.3x 1.3x 2.7x
Financial Position (End of Period):
Total assets- real estate $ 850,468 $783,256 $558,319 $464,822 $468,768 $497,860
- financial services 239,754 284,391 238,731 159,815 99,831 77,083
- limited-purpose finance
subsidiaries 114,152 127,843 183,211 237,636 266,613 293,225
-------- -------- -------- -------- -------- --------
Consolidated 1,204,374 1,195,490 980,261 862,273 835,212 868,168
========= ========= ======== ======== ======= ========
Total debt- real estate 302,055 242,193 177,652 129,880 133,873 155,393
- financial services 124,665 167,561 144,401 70,137 26,958 18,930
- limited-purpose finance
subsidiaries 106,761 121,361 174,152 226,133 253,997 279,716
-------- -------- -------- -------- -------- --------
Consolidated 533,481 531,115 496,205 426,150 414,828 454,039
-------- -------- -------- -------- -------- --------
Ratio of real estate debt to
total equity 62.5% 51.8% 55.6% 44.6% 49.6% 60.0%
Stockholders' equity 483,181 467,473 319,330 291,237 269,705 259,079
Stockholders' equity per share(1) $ 13.51 $ 13.09 $ 10.49 $ 9.61 $ 9.02 $ 8.62
<FN>
_______________
(1)All per share amounts and shares outstanding have been restated to reflect a two-for-one stock split effective February
25, 1992 and a three-for-two stock split effective April 5, 1994.
(2)For the purpose of calculating the ratio of earnings to fixed charges, "earnings" consist of income before income taxes plus
"fixed charges." "Fixed charges" consist of interest on all indebtedness (neither the Company nor its subsidiaries has any
material original issue discount or capitalized lease obligations).
(3)For the purpose of calculating the ratio of earnings to fixed charges (excluding limited-purpose finance subsidiaries),
"fixed charges" do not include interest on indebtedness of limited-purpose finance subsidiaries (that interest being funded
by payments on mortgage loans, which are the sole assets of the limited-purpose finance subsidiaries).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SELECTED OPERATING DATA
THREE MONTHS
ENDED
FEBRUARY 28, FISCAL YEAR ENDED NOVEMBER 30,
----------------------------- ------------------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Number of homes delivered 1,176 816 4,634 3,039 2,480 3,011 4,259
Backlog of home sales
contracts - number . . . . 2,122 2,280 2,105 1,788 1,039 815 1,423
Backlog of home sales
contracts - dollar value . $270,000 $254,000 $264,000 $191,000 $106,000 $80,000 $134,000
Number of loans in
servicing portfolio. . . . 46,000 52,800 46,600 52,100 40,100 30,900 16,700
Unpaid principal balance
of servicing portfolio . . $3,400,000 $3,800,000 $3,400,000 $3,800,000 $2,800,000 $2,200,000 $1,100,000
</TABLE>
<PAGE>
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an Indenture (the "Indenture")
dated as of April 15, 1994 between the Company and The First National Bank of
Chicago, as Trustee (the "Trustee"). The following statements are subject
to the detailed provisions of the Indenture and are qualified in their
entirety by reference to the Indenture, a copy of which is filed as an
exhibit to the Registration Statement of which this Prospectus is a part and
is also available for inspection at the office of the Trustee. All references
to "Section," "Article" or "Paragraph" in this section refer to the applicable
Section or Article of the Indenture or the applicable Paragraph in the form of
Debenture included in the Indenture, as the case may be.
GENERAL
The Debt Securities will be unsecured obligations of the Company. The
Indenture does not limit the principal amount of Debt Securities that may
be issued. However, the Debt Securities offered by this Prospectus will be
limited to Debt Securities which, together with the other Securities offered
by this Prospectus, will have an aggregate initial offering price of not more
than $200,000,000. The Debt Securities may be issued in one or more series.
Specific terms of each series of Debt Securities will be contained in a
supplemental indenture relating to that series. There will be Prospectus
Supplements relating to particular series of Debt Securities. Each
Prospectus Supplement will describe, as to the Debt Securities to which it
relates: (i) the title of the Debt Securities; (ii) any limit upon the
aggregate principal amount of a series of Debt Securities which may be
issued; (iii) the date or dates on which principal of the Debt Securities
will be payable and the amount of principal which will be payable; (iv)
the rate or rates (which may be fixed or variable) at which the Debt
Securities will bear interest, if any, as well as the dates from which
interest will accrue, the dates on which interest will be payable and
the record date for the interest payable on any payment date; (v) the
currency or currencies in which principal, premium, if any, and interest,
if any, will be paid; (vi) the place or places where principal, premium,
if any, and interest, if any, on the Debt Securities will be payable and
where Debt Securities which are in registered form can be presented for
registration of transfer or exchange; (vii) any provisions regarding the
right of the Company to redeem Debt Securities or of holders to require
the Company to redeem Debt Securities; (viii) the right, if any, of holders
of the Debt Securities to convert them into stock or other securities of
the Company, including any provisions intended to prevent dilution of the
conversion rights or otherwise; (ix) any provisions by which the Company
will be required or permitted to make payments to a sinking fund which
will be used to redeem Debt Securities or a purchase fund which will be
used to purchase Debt Securities; (x) the percentage of the principal
amount of the Debt Securities which is payable if maturity of the Debt
Securities is accelerated because of a default; and (xi) any other material
terms of the Debt Securities.
The Indenture does not contain any restrictions on the payment of
dividends or the repurchase of securities of the Company or any financial
covenants. However, Supplemental Indentures relating to particular series of
Debt Securities may contain provisions of that type.
FORM OF DEBT SECURITIES
Debt Securities may be certificated or uncertificated and may be
issued in registered form with or without coupons or in bearer form with
coupons, if applicable.
Debt Securities of a series may be evidenced by one or more global
certificates, which will be in denominations equal to all or a portion
of the aggregate principal amount of the Debt Securities of that series.
The global certificates may be deposited with depositaries, and may be
subject to restrictions upon transfer or upon exchange for Debt Securities
in individually certificated form.
<PAGE>
EVENTS OF DEFAULT AND REMEDIES
An Event of Default with respect to the Debt Securities of any series
("Series Debt") is defined in the Indenture as being default in payment
of the principal of or premium, if any, on any of the Series Debt; default for
30 days (or another period specified in a supplemental indenture relating to
a particular series of Debt Securities, which may be no period) in payment of
any installment of interest on the Series Debt; default by the Company for 45
days after notice in the observance or performance of any other covenants in
the Indenture and certain events involving bankruptcy, insolvency or
reorganization of the Company (Section 6.01). The Indenture provides that
the Trustee may withhold notice to the holders of Series Debt of any default
(except a default in payment of principal, premium, if any, or interest, if
any, with respect to the Series Debt) if the Trustee considers it in the
interest of the holders of the Series Debt to do so (Section 7.05).
The Indenture provides that if any Event of Default has occurred and
is continuing, the Trustee or the holders of not less than 25% in principal
amount of the Series Debt then outstanding may declare the principal of all
the Series Debt to be due and payable immediately. However, if the Company
cures all defaults (except the failure to pay principal, premium or interest
which became due solely because of the acceleration) and certain other
conditions are met, that declaration may be annulled and past defaults may
be waived by the holders of a majority in principal amount of the Series Debt
then outstanding. (Section 6.02).
The holders of a majority in principal amount of the Series Debt
then outstanding will have the right to direct the time, method and place
of conducting any proceedings for any remedy available to the Trustee,
subject to certain limitations specified in the Indenture (Section 6.05).
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the
Trustee, (a) with the consent of the holders of not less than a majority in
principal amount of the Debt Securities at the time outstanding, to modify
the Indenture or any supplemental indenture or the rights of the holders
of the Debt Securities generally, and (b) with the consent of the holders
of not less than a majority in principal amount of any Series Debt, to
modify any supplemental indenture relating solely to that Series Debt
or the rights of the holders of that Series Debt, except that no modification
may (i) extend the fixed maturity of any Debt Securities, reduce the rate
or extend the time for payment of interest on any Debt Securities, reduce
the principal amount of any Debt Securities or premium, if any, on it, impair
or affect the right of a holder to institute suit for the payment of principal,
premium, if any, or interest, if any, change the currency in which any Debt
Securities are payable or impair the right, if any, to convert any Debt
Securities into Common Stock or other securities of the Company, without
the consent of holder of each Debt Securities who will be affected, or (ii)
reduce the percentage of Debt Securities or Series Debt required to consent
to an amendment, supplement or waiver, without the consent of the holders
of all the then outstanding Debt Securities or of the Series Debt which will
be affected. (Section 9.02)
CONCERNING THE TRUSTEE
The First National Bank of Chicago, the Trustee under the Indenture,
provides, and may continue to provide, banking services to the Company in
the ordinary course of its business.
DESCRIPTION OF WARRANTS
Each issue of Warrants will be the subject of an agreement (a"Warrant
Agreement") which will contain the terms of the Warrants. There will be a
Prospectus Supplement with regard to each issue of Warrants. Each Prospectus
Supplement will describe, as to the Warrants to which it relates: (i) the
securities which may be purchased by exercising the Warrants (which may
be Common Stock, Preferred Stock, Debt Securities or units consisting of two
or more of those types of securities); (ii) the exercise price of the Warrants
(which may be wholly or partly payable in cash or wholly or partly payable
with other types of consideration); (iii) the period during which the Warrants
may be exercised; (iv) any provision adjusting the securities which may be
purchased on exercise of the Warrants and the exercise price of the Warrants
in order to prevent dilution or otherwise; (iv) the place or places where
<PAGE>
Warrants can be presented for exercise or for registration of transfer or
exchange; and (v) any other material terms of the Warrants.
DESCRIPTION OF CAPITAL STOCK
Lennar's authorized capital stock is 100,000,000 shares of Common
Stock, $.10 par value, 30,000,000 shares of Class B Common Stock, $.10
par value, and 500,000 shares of Preferred Stock, $10 par value. At April
5, 1994, 25,771,116 shares of Common Stock and 9,986,631 shares of Class
B Common Stock were outstanding.
PREFERRED STOCK
The Preferred Stock may be issued in series with any rights and
preferences which may be authorized by Lennar's board of directors.
However, the Preferred Stock offered by this Prospectus will be limited
to Preferred Stock which, together with the other Securities offered
by this Prospectus, will have an aggregate initial offering price
of not more than $200,000,000. There will be Prospectus Supplements
relating to particular series of Preferred Stock. Each Prospectus
Supplement will describe, as to the Preferred Stock to which it
relates: (i) the title of the Preferred Stock; (ii) any limit upon
the number of shares of the series of Preferred Stock which may be issued;
(iii) the preference, if any, to which holders of the series of Preferred
Stock will be entitled upon liquidation of the Company; (iv) the date or
dates on which the Company will be required or permitted to redeem the
Preferred Stock; (v) the terms, if any, on which the Company or holders
of the Preferred Stock will have the option to cause the Preferred
Stock to be redeemed; (vi) the voting rights of the holders of the
Preferred Stock; (vii) the dividends, if any, which will be payable
with regard to the series of Preferred Stock (which may be fixed
dividends or particularly dividends and may be cumulative or non-
cumulative); (viii) the right, if any, of holders of the Preferred
Stock to convert it into another class of stock or securities of
the Company, including provisions intended to prevent dilution of those
conversion rights; (ix) any provisions by which the Company will be
required or permitted to make payments to a sinking fund which will
be used to redeem Preferred Stock or a purchase fund which will be
used to purchase Preferred Stock; and (x) any other material terms
of the Preferred Stock.
COMMON STOCK
All the outstanding shares of Common Stock are fully paid
and nonassessable and entitled to participate equally and ratably in
dividends and in distributions available for the Common Stock on
liquidation. Each share is entitled to one vote for the election
of directors and upon all other matters on which the common stockholders
vote. Holders of Common Stock do not have preemptive rights and are
not entitled to cumulative votes in the election of Directors.
The transfer agent and registrar for the Common Stock is First
Union National Bank, Charlotte, North Carolina.
CLASS B COMMON STOCK
The Class B Common Stock is identical in every respect with
the Common Stock, except that (a) each share of Class B Common Stock
is entitled to ten votes on each matter submitted to the vote of the
common stockholders, while each share of Common Stock is entitled to
only one vote on each matter submitted to the vote of the common
stockholders, (b) the cash dividends, if any, paid with regard to
the Class B Common Stock in a year cannot be more than 90% of the
cash dividends, if any, paid with regard to the Common Stock in that
year, (c) Class B Common Stock cannot be transferred, except to a
limited group of Permitted Transferees (primarily close relatives of
the Class B stockholder, fiduciaries for the Class B stockholder
or for close relatives, and entities of which the Class B stockholder
or close relatives are majority owners), (d) Class B Common Stock
may at any time be converted into Common Stock, but Common Stock
may not be converted into Class B Common Stock, (e) amendments to
provisions of the Company's Certificate of Incorporation relating
to the Common Stock or the Class B Common Stock require the
approval of a majority of the shares of Common Stock which are
voted with regard to them (as well as a majority in voting power
of all the outstanding Common Stock and Class B Common Stock
combined), and (f) under Delaware law, certain matters affecting
<PAGE>
the rights of holders of Class B Common Stock may require approval of
the holders of the Class B Common Stock voting as a separate class.
Leonard Miller, the Chairman of the Board of the Company,
currently owns 9,947,130 shares of Class B Common Stock, which is
99.6% of the outstanding Class B Common Stock and 27.8% of the
outstanding common stock of both classes. Mr. Miller's Class B
Common Stock gives him 79.2% of the total votes which can be cast by
the holders of both classes of Common Stock. Even if Mr. Miller
converted 6,371,000 shares of Class B Common Stock into Common Stock
and sold that Common Stock, thereby reducing his holdings to 10% of
the total common stock of both classes, Mr. Miller would be entitled
to cast more than 50% of the votes. Mr. Miller has no current
intention to convert any Class B Common Stock into Common Stock,
or to sell any Common Stock, although, except as described under
"Underwriting," he would be free to do so at any time.
The existence of Class B Common Stock, which has substantially
greater voting rights than the Common Stock, probably would have the
effect of discouraging non-negotiated tender offers and other types
of non-negotiated takeovers, if any were contemplated. Mr. Miller's
ownership of Class B Common Stock would make it impossible for
anyone to acquire shares which have voting control of the Company
so long as Mr. Miller's Class B Common Stock represents at least 9.09%
of the combined common stock of both classes and the total outstanding Class
B Common Stock is at least 10% of the combined common stock of both classes
(if at any time the outstanding shares of Class B Common Stock are less
than 10% of the outstanding shares of both classes of common stock taken
together, the Class B Common Stock will automatically be converted into
Common Stock). However, because Mr. Miller owns 99.6% of the outstanding
Class B Common Stock, at the current level of outstanding Common Stock,
in order for the Class B Common Stock to be at least 10% of the outstanding
shares of both classes of common stock, Mr. Miller's Class B Common Stock
would be at least 9.89% of the common stock of both classes.
LEGAL MATTERS
The validity of the Securities offered by this Prospectus will be
passed upon for the Company by Rogers & Wells, 200 Park Avenue, New
York, New York 10166. If the validity of any Securities is also passed
upon by counsel for the underwriters of an offering of those securities,
that counsel will be named in the Prospectus Supplement relating to that
offering.
EXPERTS
The consolidated financial statements and schedules of Lennar
Corporation and subsidiaries as of November 30, 1993 and 1992 and for
each of the years in the three-year period ended November 30, 1993
incorporated by reference herein and elsewhere in the Registration
Statement, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat
Marwick, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in
connection with the issuance and distribution of the securities
being registered, other than underwriting discounts and commissions:
Registration fee -- Securities and Exchange Commission $68,966
Accounting fees and expenses *
Legal fees and expenses *
Trustees' fees and expenses *
Rating agency fees *
Cost of printing and engraving *
Miscellaneous *
Total *
--------
*
========
- ---------------
*Cannot be estimated until particular offerings are proposed.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 145 of the General Corporation
Law of Delaware, the Company's Certificate of Incorporation provides that
an officer, director, employee or agent of the Company is entitled to
be indemnified for the expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him by reason of any
action, suit or proceeding brought against him by virtue of his acting
as such officer, director, employee or agent, provided he acted in good
faith or in a manner he reasonably believed to be in or not opposed to the
best interests of the Company and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful,
except that in any action or suit by or in the right of the Company such
person shall be indemnified only for the expenses actually and reasonably
incurred by him and, if such person shall have been adjudged to be
liable for negligence or misconduct, he shall not be indemnified unless
and only to the extent that a court of appropriate jurisdiction shall
determine that such indemnification is fair and reasonable.
ITEM 16. EXHIBITS
4. Form of Indenture
5. Opinion of Counsel
12. Statement of computation of ratios of earnings to fixed charges
24. Consents
(i) Rogers & Wells (counsel)--included in Exhibit 5
(ii) KPMG Peat Marwick (accountants)
26. Statement of eligibility of trustee on Form T-1
ITEM 17. UNDERTAKINGS
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.
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
<PAGE>
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.
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.
<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-3 and has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami and State of Florida on April 29, 1994.
LENNAR CORPORATION
By: LEONARD MILLER
----------------------------
Leonard Miller
Chairman of the Board
and President
_________________
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed below by the following persons in the capacities
and on the dates indicated.
NAME TITLE DATE
---- ----- ----
Chairman of the Board, April 29, 1994
President, Director (Principal
Executive Officer)
LEONARD MILLER
- ------------------------
Leonard Miller
Financial Vice President April 29, 1994
(Principal Financial Officer)
ALLAN J. PEKOR*
- ------------------------
Allan J. Pekor
Controller (Principal April 29, 1994
Accounting Officer)
JAMES T. TIMMONS*
- ------------------------
James T. Timmons
Director April 29, 1994
CHARLES I. BABCOCK*
- ------------------------
Charles I. Babcock
Director April 29, 1994
IRVING BOLOTIN*
- ------------------------
Irving Bolotin
Director April 29, 1994
ROBERT B. COLE*
- ------------------------
Robert B. Cole
Director April 29, 1994
RICHARD W. McEWEN*
- ------------------------
Richard W. McEwen
<PAGE>
NAME TITLE DATE
---- ----- ----
Director April 29, 1994
JAMES W. McLAMORE*
- ------------------------
James W. McLamore
Director April 29, 1994
STUART A. MILLER*
- ------------------------
Stuart A. Miller
Director April 29, 1994
ARNOLD P. ROSEN*
- ------------------------
Arnold P. Rosen
Director April 29, 1994
STEVEN J. SAIONTZ*
- ------------------------
Steven J. Saiontz
By: LEONARD MILLER*
-------------------------
Leonard Miller
Attorney-In-Fact
<PAGE>
Exhibit 12
<TABLE> EXHIBIT 12
<CAPTION>
COMPUTATION OF EARNINGS TO FIXED CHARGES (INCLUDING LIMITED-PURPOSE FINANCE SUBSIDIARIES)
Quarter Ended Fiscal Years Ended
_____________________________ ______________________________________________________________________
February 28, February 28, November 30, November 30, November 30, November 30, November 30,
1994 1993 1993 1992 1991 1990 1989
____________ ____________ ____________ ____________ ____________ ____________ ____________
(dollars in thousands except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS:
Pre-tax income plus fixed
charges as computed below,
adjusted to exclude the
amount of any interest
capitalized during the
period.
Pre-tax income $24,184 $14,182 $82,054 $45,363 $33,043 $21,013 $42,564
Fixed Charges $8,417 $8,601 $33,765 $36,639 $38,526 $47,199 $48,494
Less: interest capitalized ($4,700) ($4,000) ($17,100) ($15,000) ($14,200) ($15,600) ($15,700)
________ ________ _________ _________ _________ _________ _________
"Earnings" $27,901 $18,783 $98,719 $67,002 $57,369 $52,612 $75,358
======= ======= ======= ======= ======== ======= =======
FIXED CHARGES:
Interest, whether expensed
or capitalized, and
amortization of debt
discounts or premiums.
Interest incurred (all
of Lennar and LFS interest) $5,500 $4,400 $19,700 $16,800 $14,200 $15,600 $15,700
Limited Purpose interest
(all expensed) $2,917 $4,201 $14,065 $19,839 $24,326 $31,599 $32,794
______ ______ _______ _______ _______ _______ _______
"Fixed Charges" $8,417 $8,601 $33,765 $36,639 $38,526 $47,199 $48,494
====== ====== ======= ======= ======= ======= =======
EARNINGS TO FIXED CHARGES
INCLUDING LIMITED-PURPOSE
FINANCE SUBSIDIARIES 3.3 2.2 2.9 1.8 1.5 1.1 1.6
</TABLE>
PAGE
<PAGE>
<TABLE>
<CAPTION>
Exhibit 24(ii)
COMPUTATION OF EARNINGS TO FIXED CHARGES (EXCLUDING LIMITED-PURPOSE FINANCE SUBSIDIARIES)
Quarter Ended Fiscal Years Ended
_____________________________ ______________________________________________________________________
February 28, February 28, November 30, November 30, November 30, November 30, November 30,
1994 1993 1993 1992 1991 1990 1989
____________ ___________ ____________ ____________ ____________ ____________ ____________
(dollars in thousands except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS:
Pre-tax income plus fixed
charges as computed below,
adjusted to exclude the
amount of any interest
capitalized during the period.
Pre-tax income $24,184 $14,182 $82,054 $45,363 $33,043 $21,013 $42,564
Fixed Charges $ 5,500 $ 4,400 $19,700 $16,800 $14,200 $15,600 $15,700
Less: interest capitalized ($ 4,700) ($ 4,000) ($17,100) ($15,000) ($14,200) ($15,600) ($15,700)
_________ _________ __________ _________ _________ _________ _________
"Earnings" $24,984 $14,582 $84,654 $47,163 $33,043 $21,013 $42,564
======= ======= ======= ======= ======= ======= =======
FIXED CHARGES:
Interest, whether expensed
or capitalized, and
amortization of debt
discounts or premiums.
Interest incurred (all
of Lennar and LFS interest) $ 5,500 $ 4,400 $19,700 $16,800 $14,200 $15,600 $15,700
_______ _______ _______ _______ _______ _______ _______
"Fixed Charges" $ 5,500 $ 4,400 $19,700 $16,800 $14,200 $15,600 $15,700
======= ======= ======= ======= ======= ======= =======
EARNINGS TO FIXED
CHARGES EXCLUDING
LIMITED-PURPOSE FINANCE
SUBSIDIARIES 4.5 3.3 4.3 2.8 2.3 1.3 2.7
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Lennar Corporation:
We consent to incorporation by reference in the Registration Statement
(No. 33-53003) of Lennar Corporation on Form S-3 of our report dated January
18, 1994, relating to the consolidated balance sheets of Lennar Corporation
and subsidiaries as of November 30, 1993 and 1992, and the related
consolidated statements of earnings, cash flows, and stockholders' equity,
and the related schedules for each of the years in the three-year
period ended November 30, 1993, which report appears in the November
30, 1993 annual report on Form 10-K of Lennar Corporation.
KPMG PEAT MARWICK
April 29, 1994
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