<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Lennar Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Lennar Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/X/ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $125
(2) Form, Schedule or Registration Statement No.: 14A
(3) Filing Party: Lennar Corporation
(4) Date Filed: February 15, 1994
<PAGE> 2
LENNAR CORPORATION
Seven Hundred N.W. 107th Avenue, Miami, Florida 33172 - - (305) 559-4000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 5, 1994
TO THE STOCKHOLDERS OF LENNAR CORPORATION:
Notice is hereby given that the Annual Meeting of the stockholders of
Lennar Corporation will be held at the Doral Park Golf and Country Club, 5001
N.W. 104 Avenue, Miami, Florida, on Tuesday, April 5, 1994, at 11:00 o'clock
a.m. for the following purposes:
1. To elect three directors. The other directors have been elected for
terms which expire in subsequent years.
2. To vote upon a proposal to amend the Company's Certificate of
Incorporation to increase the number of shares of common stock, including
the number of shares both of Common Stock and of Class B Common Stock,
which the Company is authorized to issue.
3. To transact such other business as may properly come before the
meeting.
Only stockholders of record as of the close of business on February 7, 1994
will be entitled to notice of or to vote at the meeting or any adjournment of
the meeting. The Company's transfer books will not be closed.
If you do not intend to be present at the meeting, please sign and return
the enclosed Proxy. If you attend and vote in person, the Proxy will not be
used.
By Order of the Board of Directors
ROBERT B. COLE
Secretary
Dated: March 1, 1994
<PAGE> 3
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXY
The accompanying Proxy is solicited by the management of Lennar Corporation
(the "Company"). All shares represented by proxies will be voted in the manner
designated; or if no designation is made, they will be voted for the election of
directors and for the proposal to amend the Company's Certificate of
Incorporation. Shares represented by proxies which instruct the proxyholders to
abstain (or which are marked by brokers to show that specified numbers of shares
are not to be voted) with regard to particular matters will not be voted (or
will not be voted as to the specified numbers of shares) with regard to those
matters. THIS PROXY STATEMENT AND THE ACCOMPANYING FORM OF PROXY ARE BEING
MAILED ON OR ABOUT MARCH 1, 1994 TO ALL STOCKHOLDERS OF RECORD ON FEBRUARY 7,
1994. Any stockholder giving a proxy has the power to revoke it at any time
before it is voted by delivery of a written instrument of revocation to the
office of the Company, Seven Hundred N.W. 107th Avenue, Miami, Florida 33172, or
in open meeting, without, however, affecting any vote previously taken. The
presence of a stockholder at the meeting will not operate to revoke a proxy, but
the casting of a ballot by a stockholder who is present at the meeting will
revoke a proxy as to the matter on which the ballot is cast.
COST AND METHOD OF SOLICITATION
The Company will bear the cost of soliciting proxies. Proxies are being
solicited by mail and, in addition, directors, officers and employees of the
Company may solicit proxies personally or by telephone or telegraph. The Company
will reimburse custodians, brokerage houses, nominees and other fiduciaries for
the cost of sending proxy material to their principals.
VOTING RIGHTS AND PROXIES
Only stockholders of record as of the close of business on February 7,
1994, will be entitled to vote at the meeting. The only outstanding voting
securities of the Company on that date were 17,178,944 shares of Common Stock
and 6,657,754 shares of Class B Common Stock. Each outstanding share of Common
Stock is entitled to one vote. Each outstanding share of Class B Common Stock is
entitled to ten votes.
Stock may be voted in person or by proxy appointed by a writing signed by a
stockholder. Any message sent to the Company prior to the time for voting which
appears to have been transmitted by a stockholder, or any reproduction of a
proxy, will be deemed sufficient. No proxy will be revoked by the death or
incapacity of the maker, unless written notice of such death or incapacity is
given to the Company by the fiduciary having control of the shares represented
by the proxy.
PRINCIPAL STOCKHOLDERS
The following persons are known by the Company to own beneficially more
than 5% of any class of the Company's voting securities as of February 7, 1994:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ---------------------- ----------------------- --------------------- ----------
<S> <C> <C> <C>
Class B Common Stock Leonard Miller 6,631,420 99.6%
23 Star Island
Miami Beach, FL 33139
Common Stock FMR Corp. 2,233,300 13.02%
82 Devonshire Street
Boston, MA 02109-3614
</TABLE>
<PAGE> 4
On February 7, 1994, The Depository Trust Company owned of record
16,377,443 shares of Common Stock, constituting 95.3% of the outstanding Common
Stock. The Company understands those shares were held beneficially for members
of the New York Stock Exchange, some of whom may in turn have been holding
shares beneficially for customers.
The directors and executive officers beneficially owned the following
voting securities of the Company on February 7, 1994:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP(1) CLASS
- ----------------------------------- -------------------------- ---------- ----------
<S> <C> <C> <C>
Leonard Miller Class B Common Stock 6,631,420 99.60%
Common Stock 5,990 .03%
Irving Bolotin Common Stock 29,891 .17%
Robert B. Cole Common Stock 47,200 .27%
Charles I. Babcock, Jr. Common Stock 30,000 .17%
Richard W. McEwen Common Stock 2,700 (2) .02%
James W. McLamore Common Stock 30,000 .17%
Stuart A. Miller Common Stock 66,034 .38%
Arnold P. Rosen Common Stock -- --
Steven J. Saiontz Common Stock 59,243 (3) .34%
Jeffrey P. Krasnoff Common Stock 5,028 .03%
Directors and Officers as a Group Class B Common Stock 6,631,420 99.60%
(15 persons) Common Stock 322,892 1.87%
</TABLE>
- ---------------
(1) Includes currently exercisable stock options and stock options which become
exercisable within sixty days after February 7, 1994, as follows: Irving
Bolotin (6,000), Stuart A. Miller (15,000), Steven J. Saiontz (15,000),
Jeffrey P. Krasnoff (3,000), all directors and executive officers (48,750).
(2) Does not include 1,000 shares owned by Mr. McEwen's wife.
(3) Does not include 6,000 shares held in a trust for Mr. Saiontz's wife.
Because each outstanding share of Class B Common Stock is entitled to ten
votes, Leonard Miller will be entitled to 66,314,200 votes, which will be 79.1%
of the combined votes which may be cast by all the holders of Common Stock and
Class B Common Stock, and all directors and officers as a group will be entitled
to 66,595,342 votes, which will be 79.5% of the combined votes which may be cast
by all the holders of Common Stock and Class B Common Stock.
2
<PAGE> 5
ELECTION OF DIRECTORS
The Company's directors are divided into three classes. The directors serve
for terms of three years, and the term of one class of directors expires each
year. The Company's Certificate of Incorporation and By-Laws provide that each
class will have the highest whole number of directors obtained by dividing the
number of directors constituting the whole Board by three, with any additional
directors allocated, one to a class, to the classes designated by the Board of
Directors. Each of the three classes of directors now consists of three members.
The term of the directors who will be elected at the 1994 Annual Meeting of
Stockholders will continue until the 1997 Annual Meeting. It is the intent of
the persons named in the accompanying proxy to vote for the following three
people as directors of the Company to serve until the 1997 Annual Meeting of the
Stockholders:
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME OF DIRECTOR AGE SINCE EXPIRES
- ------------------------- --- -------- -------
<S> <C> <C> <C>
Nominated to serve until the 1997 Annual Meeting of
Stockholders
Robert B. Cole(1) 83 1969 1994
James W. McLamore 67 1989 1994
Arnold P. Rosen 73 1969 1994
INFORMATION ABOUT DIRECTORS WHOSE TERMS ARE NOT EXPIRING
Charles I. Babcock, Jr. 67 1990 1995
Irving Bolotin(1) 61 1974 1995
Leonard Miller(1) 61 1969 1995
Richard W. McEwen 73 1987 1996
Stuart A. Miller 36 1990 1996
Steven J. Saiontz 35 1990 1996
</TABLE>
- ---------------
(1) Executive Committee member.
Leonard Miller is the Chairman of the Board and President of the Company.
Irving Bolotin is the Senior Vice President of the Company.
Robert B. Cole is the Corporate Secretary of the Company. In January 1984,
Mr. Cole became the Chairman of the Company's Executive Committee and a
consultant to the Company on business and legal affairs. Mr. Cole also continued
in his capacity as the Company's General Counsel. Prior to January 1984, Mr.
Cole had for more than five years been engaged in the practice of law as a
member of Mershon, Sawyer, Johnston, Dunwody & Cole. Mr. Cole continues to be of
counsel to that firm.
Charles I. Babcock, Jr., was Chairman of The Babcock Company, a Miami based
builder/developer. He is currently Chairman of King Charter Company, a Miami
based real estate holding company. He is a director of Northern Trust of Florida
Corporation.
Richard W. McEwen was Chairman of the Board of Burdines, a chain of Florida
department stores owned by Federated Stores, Inc., from 1977 to 1984, at which
time he retired. He has recently been elected a director of Sound Advice, Inc.
(a retail business).
James W. McLamore was a co-founder of Burger King Corporation, where he
served as President and Chairman of the Board for over 21 years prior to his
retirement. He is currently a director of Ryder System, Inc.
3
<PAGE> 6
Stuart A. Miller is a Vice President of the Company and President of Lennar
Homes, Inc. and Lennar Commercial Properties, Inc., both wholly-owned
subsidiaries of the Company. He is the son of Leonard Miller and brother-in-law
of Steven J. Saiontz.
Arnold P. Rosen was one of the founders of the Company and its predecessor,
Lennar Homes, Inc. (formerly, F&R Builders, Inc.). Now retired, Mr. Rosen served
as Executive Vice President of the Company from its founding until his
retirement in December 31, 1977.
Steven J. Saiontz is the President of Lennar Financial Services, Inc., a
wholly-owned subsidiary of the Company. He is the son-in-law of Leonard Miller
and brother-in-law of Stuart A. Miller.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the annual compensation, long-term
compensation and all other compensation for the Company's chief executive
officer and for the four additional executive officers who together comprised
the five highest paid executive officers of the Company for the year ended
November 30, 1993:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------- ---------------------- PAYOUTS
OTHER RESTRICTED --------
ANNUAL STOCK LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS(1) OPTIONS/ PAYOUTS COMPENSATION(2)
POSITION YEAR ($) ($) ($) ($) SARS ($) ($)
- ---------------------- ---- -------- -------- --------------- --------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Leonard Miller 1993 $400,000 $410,000 $ 2,400 $ 2,950
Chairman of the 1992 398,100 227,000 2,200 2,882
Board and President 1991 375,000 2,100 2,619
Irving Bolotin 1993 209,400 2,100 2,950
Senior Vice 1992 204,600 2,000 2,882
President 1991 200,000 2,000 60,000 2,619
Stuart A. Miller 1993 175,000 205,000 1,800 2,314
Vice President 1992 174,200 113,000 2,100 2,282
1991 165,000 41,300 1,700 100,000 2,219
Steven J. Saiontz 1993 175,300 205,000 1,800 1,373
President, Lennar 1992 173,500 113,000 2,000 2,282
Financial 1991 155,000 38,900 1,600 100,000 2,219
Services, Inc.
Jeffrey P. Krasnoff 1993 135,000 70,000 2,100 69
Vice President 1992 129,200 1,700 30,000 66
1991 110,800 1,100 61
</TABLE>
- ---------------
(1) At November 30, 1993, a total of 290,142 restricted shares of Common Stock,
with an aggregate market value of $8,631,725 on that day, were held in
employees' accounts under the Company's Employee Stock Ownership/401(K)
Plan. All shares in the accounts of employees with more than five years'
service are vested (271,718 shares at November 30, 1993). Shares in the
accounts of other employees become vested when and if the employees attain
five years of service. The restricted shares outstanding on November 30,
1993 included 5,920 shares in Leonard Miller's account (with a market value
on that day of $176,120), 2,807 shares in Irving Bolotin's account (with a
market value on that day of $83,508), 4,979 shares in
(Continues)
4
<PAGE> 7
Stuart A. Miller's account (with a market value on that day of $148,125),
3,278 shares in Steven J. Saiontz's account (with a market value on that
day of $97,520) and 1,355 shares in Jeffrey P. Krasnoff's account (with a
market value on that day of $40,311). All shares held in these officers'
accounts were vested.
(2) Consisting of matching payments by the Company under the 401(k) aspect of
the Company's Employee Stock Ownership/401(k) plan and term life insurance
premiums paid by the Company, as follows:
<TABLE>
<CAPTION>
401(K) MATCH TERM LIFE INSURANCE
------------ -------------------
<S> <C> <C> <C>
Leonard Miller 1993 $2,248 $ 702
1992 2,182 700
1991 2,119 500
Irving Bolotin 1993 2,248 702
1992 2,182 700
1991 2,119 500
Stuart A. Miller 1993 2,248 66
1992 2,182 100
1991 2,119 100
Steven J. Saiontz 1993 1,319 54
1992 2,182 100
1991 2,119 100
Jeffrey P. Krasnoff 1993 69
1992 66
1991 61
</TABLE>
Directors who are not employees of the Company are paid annual fees of
$6,000 plus $2,000 for each of the first five board meetings attended and $400
for each additional meeting in the same year. Directors who are employees of the
Company receive no additional remuneration for services as directors.
Robert B. Cole is a consultant to the Company on business and legal affairs
and receives $75,000 per year for serving in that capacity.
Neither the chief executive officer nor any other of the Company's five
highest paid executive officers was granted any stock options or stock
appreciation rights ("SAR's") during the fiscal year ended November 30, 1993.
5
<PAGE> 8
The following table sets forth certain information with regard to the
aggregate option/SAR exercises in the fiscal year ended November 30, 1993 and
option/SAR values as of the end of that year for the chief executive officer and
the four other highest compensated executive officers of the Company:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTION/SARS
AT FISCAL AT FISCAL
YEAR-END YEAR-END($)(1)
SHARES VALUE ---------------- ----------------
ACQUIRED ON REALIZED EXERCISABLE(E)/ EXERCISABLE(E)/
NAME EXERCISE ($) UNEXERCISABLE(U) UNEXERCISABLE(U)
- ----------------------------------------- ----------- -------- ---------------- ----------------
<S> <C> <C> <C> <C>
Leonard Miller 0 $ 0 0 $ 0
Chairman of the Board and President
Irving Bolotin 3,000 $ 51,938 3,000(E) $ 59,812(E)
Senior Vice President 54,000(U) $1,076,625(U)
Stuart A. Miller 0 $ 0 10,000(E) $ 199,375(E)
Vice President 90,000(U) $1,794,375(U)
Steven J. Saiontz 0 $ 0 10,000(E) $ 199,375(E)
President Lennar Financial Services, 90,000(U) $1,794,375(U)
Inc.
Jeffrey P. Krasnoff 0 $ 0 1,500(E) $ 19,500(E)
Vice President 28,500(U) $ 370,500(U)
</TABLE>
- ---------------
(1) Based upon the difference between the exercise price of the options/SAR's
and the last reported sale price of the Common Stock on November 30, 1993.
None of the Company's five highest paid executive officers received any
awards under long-term incentive plans during the fiscal year ended November 30,
1993.
INFORMATION REGARDING THE BOARD OF DIRECTORS
The Board has established Audit and Compensation Committees. It does not
have a Nominating Committee.
The Audit Committee consists of Messrs. Babcock, McEwen, McLamore and
Rosen. This Committee met once in fiscal 1993. Its principal functions are:
recommending to the full board the engagement of independent auditors for the
ensuing year, reviewing the scope of non-audit services performed for the
Company by the independent auditors, reviewing the independent auditors'
recommendations for improvements of internal controls and reviewing the scope of
work, findings and conclusions of the Company's Internal Audit Department.
The Compensation Committee consists of Messrs. Babcock, Cole, McEwen,
McLamore and Rosen. This Committee met once in fiscal 1993. Its principal
functions are: recommending to the full board compensation arrangements for
senior management and recommending to the full board the adoption and
implementation of compensation and incentive plans. In addition there is an
Officers and Directors committee, consisting of Messrs. Babcock, McEwen,
McLamore and Rosen, which approves grants of stock options and SAR's to
officers.
6
<PAGE> 9
The Board normally holds meetings quarterly, but holds additional special
meetings when required. During fiscal 1993, the Board met five times. Each
director attended more than three-fourths of the total number of meetings of the
Board and more than three-fourths of the total number of meetings of all
committees of the Board on which he serves.
REPORT ON EXECUTIVE COMPENSATION
This report is presented to describe the compensation policies applied by
the Compensation Committee of the Board of Directors with regard to the
Company's executive officers, and the basis for the compensation of Leonard
Miller, the chief executive officer of the Company, for the year 1993.
In December of each year the Compensation Committee reviews the
compensation of each employee of the Company or its subsidiaries whose
compensation for the previous year exceeded $50,000. This review includes salary
for the prior two years, the anticipated bonus, if any, for the preceding year
(the actual bonus usually has not yet been computed) and the management
recommendation as to salary and bonus formula for the following year (except
that there is no recommendation as to the chief executive officer). The
Compensation Committee has suggested that, commencing in fiscal 1994, the
threshold amount for Compensation Committee review be increased to $75,000 or
$100,000.
The bonus formulae recommended by the management vary depending on
particular employees' positions and other factors. Bonuses for division
presidents and people in similar capacities often are a percentage of the
profits of the divisions or other business units of which they have charge.
Bonuses of other employees are based upon various approaches to evaluating their
performance.
The Compensation Committee almost always accepts the management
recommendation as to all but the highest paid officers of the Company. This is
in recognition of the fact that the management is far more familiar than anyone
on the Compensation Committee with the individual employees, with prevailing
levels of compensation in areas in which particular employees work and with
other factors affecting compensation decisions. It also is in recognition of the
fact that the management of the Company has primary responsibility for hiring
and motivating employees, and for profitability of operations. However, the
Compensation Committee believes the fact that it reviews the compensation of
everyone who has been receiving more than a specified amount per year helps
ensure that management's compensation decisions will be made responsibly, and
will be in keeping with the Company's policy of attempting to compensate
employees in the mid-range of what is customary for comparable work in
comparable geographic areas.
The Compensation Committee reviews in greater depth the recommendations of
the chief executive officer regarding compensation of the Company's five or six
most highly paid executive officers. With regard to 1993, the people in this
category included Irving Bolotin, Jeffrey Krasnoff, Stuart A. Miller and Steven
J. Saiontz. With regard to the people in this category, the review included both
proposed salaries and bonus formulae. In particular, the Compensation Committee
reviewed and approved recommendations that Stuart A. Miller and Steven J.
Saiontz, who head the Company's two principal operating groups, should receive
bonuses based upon the consolidated pre-tax income of the Company. Each of them
will receive in 1994 a bonus equal to one-quarter of one percent of 1993 pre-tax
income. Each of them will receive in 1995 a bonus equal to one-third of one
percent of 1994 pre-tax income. This increase in the two officers' bonuses as a
percentage of pre-tax income reflects the increasing management responsibilities
which are being assigned to them by the chief executive officer.
The Compensation Committee made its decision regarding 1993 compensation of
Leonard Miller, the chief executive officer, based on Mr. Miller's
recommendation that there be no change in his salary. It did this, even though
Lennar Corporation had an outstanding year in 1992, and its stock reached
historical high prices
7
<PAGE> 10
(as it did again in 1993). The Compensation Committee also left the formula for
computing Mr. Miller's 1993 Bonus (to be paid in early 1994) at one-half of one
percent of pre-tax income, which was the same formula applied in determining Mr.
Miller's 1992 bonus. At the same time the Compensation Committee decided (on
Leonard Miller's recommendation) to increase the 1994 bonuses of Stuart A.
Miller and Steven J. Saiontz from one-quarter of one percent to one-third of one
percent of pre-tax income, the Compensation Committee also decided (on Leonard
Miller's recommendation) to reduced Leonard Miller's bonus for 1994 from one-
half of one percent to one-third of one percent of pre-tax income.
The Compensation Committee does not make stock option grants. Stock options
are granted by stock option committees appointed by the Board of Directors.
However, the members of the Compensation Committee, all of whom are on the Board
of Directors, are aware of stock option grants at the time they evaluate cash
compensation.
Stock options for all employees other than officers of Lennar Corporation
are awarded by a stock option committee consisting of directors who are officers
of the Company. Stock options are awarded to officers of Lennar Corporation by
an Officers and Directors Committee consisting solely of directors who are not
officers or employees of the Company. There were only three stock option awards
made to officers of Lennar Corporation during 1993. These included two awards,
each of options to purchase 15,000 shares, made to the chief financial officer
of the Company. Among the reasons for those awards were awareness that (i)
despite the good performance of the Company, the chief financial officer would
not be recommended for a cash bonus with regard to 1993 because the chief
executive officer does not feel it is appropriate to pay a chief financial
officer cash bonuses based upon reported operating results, and (ii) during
1993, the chief financial officer exercised the only options he held at the
beginning of the year (all of which would have expired during the year if they
had not been exercised).
<TABLE>
<CAPTION>
OFFICERS AND DIRECTORS
COMPENSATION COMMITTEE: COMMITTEE (STOCK OPTIONS):
- ------------------------------- -----------------------------
<S> <C>
ARNOLD P. ROSEN, Chairman CHARLES I. BABCOCK, JR.
CHARLES I. BABCOCK, JR. RICHARD W. McEWEN
ROBERT B. COLE JAMES W. McLAMORE
RICHARD W. McEWEN ARNOLD P. ROSEN
JAMES W. McLAMORE
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Arnold P. Rosen, Chairman of the Compensation Committee, was Executive Vice
President of the Company until his retirement in 1977.
Robert B. Cole, a member of the Compensation Committee, is Secretary of the
Company. He receives no salary from the Company, but does receive $75,000 per
year from the Company for providing consulting services on legal and business
affairs.
8
<PAGE> 11
PERFORMANCE GRAPH
The following graph compares the five year cumulative total return of the
Company's Common Stock, assuming reinvestment of dividends, with the Dow Jones
Equity Market Index and the Dow Jones Home Construction Index:
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FISCAL YEARS ENDING NOVEMBER 30
(1988 = 100)
<TABLE>
<CAPTION>
DOW JONES
DOW JONES HOME CON-
MEASUREMENT PERIOD LENNAR COR- EQUITY MAR- STRUCTION IN-
(FISCAL YEAR COVERED) PORATION KET INDEX DEX
<S> <C> <C> <C>
1988 100 100 100
1989 115 131 136
1990 73 125 69
1991 162 152 118
1992 298 182 185
1993 335 200 220
</TABLE>
PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
At a meeting held on February 1, 1994, the Board of Directors of the
Company adopted a resolution declaring it advisable to amend the Company's
Certificate of Incorporation to increase the number of shares of common stock
the Company is authorized to issue to 130,000,000 shares, of which 100,000,000
shares would be Common Stock and the remaining 30,000,000 shares would be Class
B Common Stock (except that if there no longer were any outstanding Class B
Common Stock, all 130,000,000 shares would be Common Stock). Currently, the
Company is authorized to issue 45,000,000 shares of common stock, of which
30,000,000 shares are Common Stock and 15,000,000 shares are Class B Common
Stock (except that if there no longer were any outstanding Class B Common Stock,
all 45,000,000 shares would be Common Stock). In addition, the Company is
authorized to issue 500,000 shares of preferred stock. The first paragraph of
Article IV of the Company's Certificate of Incorporation, as it is proposed that
it be amended, is Exhibit 1 to this Proxy Statement. No other portion of Article
IV will be amended.
9
<PAGE> 12
At January 31, 1994 there were 17,169,423 shares of Common Stock and
6,657,754 shares of Class B Common Stock outstanding. An additional 695,900
shares of Common Stock were reserved for issuance on exercise of options which
were outstanding under the Company's stock option plans and 6,657,754 shares
were reserved for issuance on conversion of Class B Common Stock into Common
Stock.
At the meeting held on February 1, 1994, the Board of Directors approved,
subject to stockholder approval of the proposed amendment to the Certificate of
Incorporation, a three-for-two stock split in the form of a 50% stock dividend
with regard to both the Common Stock and the Class B Common Stock. This stock
split would increase the number of shares of Common Stock which are outstanding
or reserved for issuance to 36,784,616 shares, which is more than the 30,000,000
shares currently authorized. It would also increase the number of outstanding
shares of Class B Common Stock to 9,986,631 shares, which would be 5,013,369
shares fewer than the 15,000,000 shares which are authorized.
ADDITIONAL COMMON STOCK
The Board of Directors believes the Company should have sufficient
authorized but unissued Common Stock to permit the Company to raise capital
through the public sale of Common Stock or convertible debentures, to acquire
companies or assets through the issuance of Common Stock, to declare stock
dividends or stock splits, to grant stock options and for other corporate
purposes. Therefore, the Board of Directors is recommending that the Company be
authorized to issue up to 100,000,000 shares of Common Stock. That would be
63,215,384 shares more than the number of shares which would be outstanding or
reserved for issuance immediately after the stock split authorized on February
1, 1994. Also, because stock dividends or splits are payable in Common Stock
with regard to the outstanding Common Stock and in Class B Common Stock with
regard to the outstanding Class B Common Stock, the Company could not implement
future stock dividends or splits unless it had sufficient authorized but
unissued shares of both Common Stock and Class B Common Stock. Although the
Board of Directors believes the Company should have shares of Common Stock
available for use, among other things, in connection with the acquisition of
companies or assets, the Company is not currently considering any acquisitions
which would involve the issuance of Common Stock. It is considering the
possibility of raising additional capital in the relatively near future.
Under the Delaware General Corporation Law, the Board of Directors has the
power to issue any authorized but unissued Common Stock or Common Stock in its
treasury without any further action on the part of the Company's stockholders
(the Company's Certificate of Incorporation only permits additional shares of
Class B Common Stock to be issued as a result of stock dividends or stock splits
with regard to the outstanding Class B Common Stock). However, the rules of the
New York Stock Exchange require that the stockholders approve any acquisition in
which the Company will be issuing a number of shares of Common Stock which will
equal more than 18.5% of outstanding Common Stock.
The issuance of additional shares of Common Stock could have the effect of
diluting the earnings and book value allocable to each share of Common Stock.
Also, if authorized but unissued Common Stock were sold or otherwise issued at a
time when a takeover is pending or threatened, the issuance of the additional
Common Stock could discourage the takeover by making it more expensive for the
person who wants to take over the Company to obtain control of it. Similarly,
the possibility that a person who purchases a large number of shares of Common
Stock would have his or her ownership interest diluted because of issuances of
Common Stock by the Company could discourage potential purchasers.
REQUIRED VOTE
Approval of the proposed amendment to the Certificate of Incorporation will
require (i) the affirmative vote of holders of a majority in voting power of the
outstanding shares of Common Stock and Class B
10
<PAGE> 13
Common Stock voting together as a single class (with each holder of record of
Common Stock entitled to one vote for each share of Common Stock held in the
holder's name and each holder of record of Class B Common Stock entitled to ten
votes for each share of Class B Common Stock held in the holder's name), and
(ii) the affirmative vote of the holders of a majority of the outstanding shares
of Common Stock.
Leonard Miller, who holds 6,631,420 shares of Class B Common Stock, and
therefore has the power to cast 79.1% of the votes which can be cast by the
holders of the Common Stock and the Class B Common Stock voting together as a
single class, has stated he intends to vote in favor of the proposed amendment.
Therefore, the proposed amendment will be approved by the affirmative vote of
holders of a majority in voting power of the outstanding shares of Common Stock
and Class B Common Stock voting together as a single class, even if all the
holders of the Common Stock abstain or vote against the proposed amendment.
However, the proposed amendment nonetheless will not be approved unless it also
receives the affirmative vote of holders of a majority of the outstanding shares
of Common Stock.
Because approval of the proposed amendment requires the affirmative vote of
holders of a majority of the outstanding shares of Common Stock, an abstention
or failure to vote will have the same effect as a negative vote.
OTHER MATTERS
The Company's management knows of no matters other than the foregoing which
will be presented for action at the meeting. If any other matters properly come
before the meeting, or any adjournments, the person or persons voting the
management proxies will vote them in accordance with their best judgment.
AUDITORS
KPMG Peat Marwick audited the Company's financial statements for the year
ended November 30, 1993. Representatives of that firm are expected to be present
at the Annual Meeting of Stockholders to answer questions. They will be given an
opportunity to make a statement if they wish to do so.
The Board of Directors has not at this time selected an accounting firm to
audit the Company's financial statements for the year ending November 30, 1994.
The selection will be discussed at a meeting of the Board of Directors to be
held after the Company's April 5, 1994 Annual Meeting.
STOCKHOLDERS' PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING
Proposals which stockholders wish included in next year's Proxy Statement
must be received at the Company's principal executive offices at Seven Hundred
N.W. 107th Avenue, Miami, Florida 33172 no later than November 2, 1994.
By Order of the Board of Directors
ROBERT B. COLE
Secretary
Dated: March 1, 1994
11
<PAGE> 14
EXHIBIT 1
PROPOSED AMENDED FIRST PARAGRAPH OF
ARTICLE IV OF CERTIFICATE OF
INCORPORATION OF LENNAR CORPORATION
(NEW LANGUAGE, FOR EDGAR ONLY, IN PARENTHESIS)
ARTICLE IV
STOCK
The total authorized number of shares of stock of the Corporation is
(130,500,000) shares. Of these, (100,000,000) shares are classified as Common
Stock, par value $.10 per share, (30,000,000) shares are classified as Class B
Common Stock, par value $.10 per share, and 500,000 shares are classified as
Preferred Stock, par value $10.00 per share, except that if at any time after
shares of Class B Common Stock are issued, there no longer are any outstanding
shares of Class B Common Stock, the authorization to issue Class B Common Stock
will terminate and after that time the shares of stock the Corporation is
authorized to issue will be (130,000,000) shares of Common Stock, par value
$.10 per share, and 500,000 shares of Preferred Stock, par value $10.00 per
share.
12
<PAGE> 15
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Lennar Corporation hereby
appoints Leonard Miller and Robert B. Cole, or any one or
LENNAR CORPORATION more of them present, with full power of substitution, as
PROXY attorneys and proxies of the undersigned to appear at the
700 N.W. 107th Avenue 1994 Annual Meeting of the Stockholders of LENNAR CORPORATION to
Miami, Florida 33172 ANNUAL be held at the Doral Park Golf and Country Club, 5001 N.W.
MEETING 104 Avenue, Miami, Florida on Tuesday, April 5, 1994, and at
any and all adjournments thereof, and there to act for the
undersigned and vote all shares of Common Stock of LENNAR
CORPORATION standing in the name of the undersigned, with all
the powers the undersigned would possess if personally
present at the meeting, as follows:
1. ELECTION OF FOR the nominees listed below WITHHOLD AUTHORITY
DIRECTORS: (except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below:
ROBERT B. COLE JAMES W. McLAMORE ARNOLD P. ROSEN
<TABLE>
<S> <C> <C> <C>
2. AMENDMENT OF / / FOR / / AGAINST / / ABSTAIN
CERTIFICATE OF
INCORPORATION:
with regard to the proposal to amend the Certificate of Incorporation
</TABLE>
3.In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
This proxy is solicited by the Board of Directors. This proxy when properly
executed will be voted in the manner directed. If no direction is made, this
proxy will be voted for all the listed nominees for election of directors.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
When shares are held by joint
tenants, both should sign. When
signing as attorney, as
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate
name by President or other
authorized officer. If a
partnership, please sign in
partnership name by an
authorized person.
--------------------------------
Signature
--------------------------------
Signature if held jointly
Dated:
-----------------, 1994
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
<PAGE> 16
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Lennar Corporation hereby
appoints Leonard Miller and Robert B. Cole, or any one or
LENNAR CORPORATION more of them present, with full power of substitution, as
PROXY attorneys and proxies of the undersigned to appear at the
700 N.W. 107th Avenue 1994 Annual Meeting of the Stockholders of LENNAR CORPORATION to
Miami, Florida 33172 ANNUAL be held at the Doral Park Golf and Country Club, 5001 N.W.
MEETING 104 Avenue, Miami, Florida on Tuesday, April 5, 1994, and at
any and all adjournments thereof, and there to act for the
undersigned and vote all shares of Class B Common Stock of
LENNAR CORPORATION standing in the name of the undersigned,
with all the powers the undersigned would possess if
personally present at the meeting, as follows:
1. ELECTION OF FOR the nominees listed below WITHHOLD AUTHORITY
DIRECTORS: (except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below:
ROBERT B. COLE JAMES W. McLAMORE ARNOLD P. ROSEN
<TABLE>
<S> <C> <C> <C>
2. AMENDMENT OF / / FOR / / AGAINST / / ABSTAIN
CERTIFICATE OF
INCORPORATION:
with regard to the proposal to amend the Certificate of Incorporation
</TABLE>
3.In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
This proxy is solicited by the Board of Directors. This proxy when properly
executed will be voted in the manner directed. If no direction is made, this
proxy will be voted for all the listed nominees for election of directors.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
When shares are held by joint
tenants, both should sign. When
signing as attorney, as
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate
name by President or other
authorized officer. If a
partnership, please sign in
partnership name by an
authorized person.
--------------------------------
Signature
--------------------------------
Signature if held jointly
Dated:
----------------, 1994
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
