<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
LENNAR CORPORATION
(Name of Registrant as Specified in Its Charter)
LENNAR CORPORATION
(Name of Persons(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 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 the 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 transactions apply:
(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:
/ / 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:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
LENNAR CORPORATION
Seven Hundred N.W. 107th Avenue, Miami, Florida 33172 (305) 559-4000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 4, 1995
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 4, 1995, 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 transact such other business as may properly come before the
meeting.
Only stockholders of record as of the close of business on February 6, 1995
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, 1995
<PAGE>
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. 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, 1995 TO ALL STOCKHOLDERS OF RECORD ON FEBRUARY 6,
1995. 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 6,
1995, will be entitled to vote at the meeting. The only outstanding voting
securities of the Company on that date were 25,796,865 shares of Common Stock
and 9,986,631 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 have owned beneficially
more than 5% of any class of the Company's voting securities as of February 6,
1995:
<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 9,946,130(1) 99.6%
23 Star Island
Miami Beach, FL 33139
Common Stock FMR Corp. 3,865,700 15%
82 Devonshire Street
Boston, MA 02109-3614
(continued)
<FN>
- ------------------------
(1) Leonard Miller's shares are owned by two limited partnerships, of which a
corporation wholly-owned by Mr. Miller is the sole general partner, and of
which Mr. Miller, a trust of which he is the primary beneficiary, and Mr.
Miller's wife are the limited partners.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
-------------- ------------------- -------------------- ----------
<S> <C> <C> <C>
Common Stock Neuberger & Berman 1,604,400 6.2%
605 Third Avenue
New York, NY 10158-3698
</TABLE>
On February 6, 1995, The Depository Trust Company owned of record
24,559,340 shares of Common Stock, constituting 95.2% 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 6, 1995:
<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 9,946,130(2)(3) 99.59%
Common Stock 8,985 .03%
Irving Bolotin Common Stock 54,336 .21%
Robert B. Cole Common Stock 71,300 .28%
Charles I. Babcock, Jr. Common Stock 60,000 .23%
Richard W. McEwen Common Stock 4,050(4) .02%
James W. McLamore Common Stock 45,000 .17%
Stuart A. Miller Common Stock 106,551 .41%
Arnold P. Rosen Common Stock -- --
Steven J. Saiontz Common Stock 96,364(5) .37%
Jeffrey P. Krasnoff Common Stock 9,792 .04%
Directors and Officers as a Group Class B Common Stock 9,946,130 99.59%
(16 persons) Common Stock 553,712 2.13%
<FN>
- ------------------------
(1) Includes currently exercisable stock options and stock options which become
exercisable within sixty days after February 6, 1995, as follows: Irving
Bolotin (13,500), Stuart A. Miller (30,000), Steven J. Saiontz (30,000),
Jeffrey P. Krasnoff (6,750), all directors and executive officers (108,425).
Also includes shares held by the Company's Employee Stock Ownership/401(K)
Plan for the accounts of the named persons. Additional information about
those shares is contained in Note (1) to the Summary Compensation Table.
(2) Leonard Miller's shares are owned by two limited partnerships, of which a
corporation wholly-owned by Mr. Miller is the sole general partner, and of
which Mr. Miller, a trust of which he is the primary beneficiary, and Mr.
Miller's wife are the limited partners.
(3) Stuart Miller is the trustee, and Stuart Miller and Mr. Saiontz' wife are
beneficiaries, of a trust which holds limited partnership interests in a
partnership which owns 3,500,000 shares of Class B Common Stock. Because
Leonard Miller is the principal beneficiary of the trust and owns the
corporation which is the sole general partner of the partnership, Leonard
Miller is shown as the beneficial owner of the 3,500,000 shares and neither
Stuart Miller nor Mr. Saiontz is shown as a beneficial owner of those
shares.
(4) Does not include 1,500 shares owned by Mr. McEwen's wife.
(5) Does not include 9,000 shares held in a trust for Mr. Saiontz's wife.
</FN>
</TABLE>
Because each outstanding share of Class B Common Stock is entitled to ten
votes, Leonard Miller will be entitled to 99,470,285 votes, which will be 79.2%
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
2
<PAGE>
entitled to 99,917,087 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.
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 1995 Annual Meeting of
Stockholders will continue until the 1998 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 1998 Annual Meeting of the
Stockholders:
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME OF DIRECTOR AGE SINCE EXPIRES
---------------- --- -------- -------
<S> <C> <C> <C>
NOMINATED TO SERVE UNTIL THE 1998 ANNUAL MEETING OF STOCKHOLDERS
Charles I. Babcock, Jr. 68 1990 1995
Irving Bolotin(1) 62 1974 1995
Leonard Miller(1) 62 1969 1995
INFORMATION ABOUT DIRECTORS WHOSE TERMS ARE NOT EXPIRING
Richard W. McEwen 74 1987 1996
Stuart A. Miller 37 1990 1996
Steven J. Saiontz 36 1990 1996
Robert B. Cole(1) 84 1969 1997
James W. McLamore 68 1989 1997
Arnold P. Rosen 74 1969 1997
<FN>
- ------------------------
(1) Executive Committee member.
</FN>
</TABLE>
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 is a director of Sound Advice, Inc. and Supreme
International (both of which are retail businesses).
3
<PAGE>
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 a director of Ryder System, Inc.
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 on 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, 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM 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 1994 400,000 472,500 1,500 3,012
Chairman of the 1993 400,000 410,000 2,400 2,950
Board and President 1992 398,100 227,000 2,200 2,882
Irving Bolotin 1994 214,400 1,500 3,012
Senior Vice President 1993 209,400 2,100 2,950
1992 204,600 2,000 2,882
Stuart A. Miller 1994 175,000 372,500 1,500 2,376
Vice President 1993 175,000 205,000 1,800 2,314
1992 174,200 113,000 2,100 2,282
Steven J. Saiontz 1994 175,000 372,500 1,500 2,372
President, Lennar 1993 175,300 205,000 1,800 1,373
Financial 1992 173,500 113,000 2,000 2,282
Services, Inc.
Jeffrey P. Krasnoff 1994 130,000 144,700 1,500 2,376
Vice President 1993 135,000 70,000 2,100 69
1992 129,200 1,700 45,000 66
4
<PAGE>
<FN>
- ------------------------
(1) At November 30, 1994, a total of 364,272 restricted shares of Common Stock,
with an aggregate market value of $5,691,750 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 (133,152 shares at November 30, 1994). Shares in the
accounts of other employees become vested when and if the employees attain
five years of service. Holders of both vested and non-vested shares are
entitled to the dividends on the shares. The restricted shares outstanding on
November 30, 1994 included 8,985 shares in Leonard Miller's account (with a
market value on that day of $140,391), 2,448 shares in Irving Bolotin's
account (with a market value on that day of $38,250), 7,551 shares in Stuart
A. Miller's account (with a market value on that day of $117,984), 3,790
shares in Steven J. Saiontz's account (with a market value on that day of
$59,219) and 1,302 shares in Jeffrey P. Krasnoff's account (with a market
value on that day of $20,344). 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:
401(K) MATCH TERM LIFE INSURANCE
------------ -------------------
Leonard Miller 1994 $ 2,310 $ 702
1993 2,248 702
1992 2,182 700
Irving Bolotin 1994 2,310 702
1993 2,248 702
1992 2,182 700
Stuart A. Miller 1994 2,310 66
1993 2,248 66
1992 2,182 100
Steven J. Saiontz 1994 2,310 62
1993 1,319 54
1992 2,182 100
Jeffrey P. Krasnoff 1994 2,310 66
1993 -- 69
1992 -- 66
</FN>
</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 $75,000 per year for serving in that capacity.
Neither the chief executive officer nor any other of the Company's five
highest paid executive officers were granted any stock options or stock
appreciation rights ('SAR's') during the fiscal year ended November 30, 1994.
5
<PAGE>
The following table sets forth certain information with regard to the
aggregate option/SAR exercises in the fiscal year ended November 30, 1994 and
option/SAR values as of the end of that year for the chief executive officer and
the four other highest compensated executive officers of the Company:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTION/SARS
AT FISCAL AT FISCAL
YEAR-END YEAR-END($)(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 0 $ 0 9,000(E) $ 81,750(E)
Senior Vice President 76,500(U) $ 694,872(U)
Stuart A. Miller 0 $ 0 22,500(E) $ 204,374(E)
Vice President 127,500(U) $ 1,158,121(U)
Steven J. Saiontz 0 $ 0 22,500(E) $ 204,374(E)
President, Lennar Financial Services, Inc. 127,500(U) $ 1,158,121(U)
Jeffrey P. Krasnoff 0 $ 0 4,500(E) $ 20,048(E)
Vice President 40,500(U) $ 180,428(U)
<FN>
- ------------------------
(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, 1994.
</FN>
</TABLE>
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,
1994.
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 twice in fiscal 1994. 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 1994. 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
6
<PAGE>
committee, consisting of Messrs. Babcock, McEwen, McLamore and Rosen, which
approves grants of stock options and SAR's to officers.
The Board normally holds meetings quarterly, but holds additional special
meetings when required. During fiscal 1994, 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 1994.
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 $75,000 (this threshold amount was
increased from the $50,000 threshold used in previous years). 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 recommendations as to salary and bonus formula for the following year
(except that there is no recommendation as to the chief executive officer).
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 1994, the people in this
category included Irving Bolotin, Jeffrey P. 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. For each of Stuart A. Miller
and Steven J. Saiontz, who head the Company's two operating groups, the bonus
with regard to 1994 was equal to one-third of one percent of that year's
consolidated pre-tax income. That was an increase from the prior year's formula
of one-quarter of one percent, which had been approved by the Compensation
Committee in December 1993. The change was recommended by the chief executive
officer to reflect the increasing responsibilities which were assigned to these
two officers.
With regard to the chief executive officer, the Compensation Committee
reviewed an analysis, abstracted from proxy statements, of the compensation of
the chief executive officers of eight publicly held
7
<PAGE>
national homebuilding companies. It concluded that the compensation of the
Company's chief executive officer was in the lower range of the companies
surveyed. In order to adjust the compensation of the Company's chief executive
officer to a level more in line with that of the chief executive officers of the
homebuilding companies which had been surveyed, and in recognition of the fact
that the Company's fiscal 1994 earnings were the highest in its history, the
Compensation Committee (i) awarded the chief executive officer a bonus for 1994,
to be paid in 1995, equal to one-third of one percent of the Company's pre-tax
income, (ii) awarded the chief executive officer a special bonus of $100,000 for
1994, to be paid in 1995, (iii) increased the chief executive officer's 1995
salary by $50,000 to $450,000 and (iv) determined that the formula for computing
the chief executive officer's 1995 bonus (to be paid in early 1996) would be
one-half of one percent of the Company's pre-tax income. The formula for 1995 is
the same as the formula that was used in determining the chief executive
officer's bonuses with regard to 1993 and 1992. However, in December 1993, at
the same time the Compensation Committee determined to increase the formula for
computing the 1994 bonuses of Stuart A. Miller and Steven J. Saiontz, the
Compensation Committee also decided (on the chief executive officer's
recommendation) to reduce the chief executive officer's bonus to one-third of
one percent of 1994 pre-tax income. Therefore, a 1995 bonus formula of one-half
of one percent of pre-tax income will be an increase from the 1994 formula.
Restricted stock awards are a percentage of the respective salaries of all
full-time employees with at least one year's service with the Company or
subsidiaries. The percentage of salary is fixed annually by the Board of
Directors based upon the recommendation from the Company's management. The
percentage of salary for 1994 was 1%. This is the same as the percentage for the
preceding several years.
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
(aggregating 25,000 shares) made to officers of Lennar Corporation during 1994.
None of these awards were made to the Company's five highest paid executive
officers.
<TABLE>
<CAPTION>
OFFICERS AND DIRECTORS
COMMITTEE (STOCK
COMPENSATION COMMITTEE: 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
The Compensation Committee consists of the persons listed under 'Report on
Executive Compensation'. See also 'Information Regarding the Board of
Directors'.
Arnold P. Rosen, Chairman of the Compensation Committee, was Executive Vice
President of the Company until his retirement in 1977.
8
<PAGE>
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.
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 YEAR ENDING NOVEMBER 30
(1989 = 100)
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Lennar Corporation $ 100 $ 63 $ 140 $ 259 $ 290 $ 230
Dow Jones Equity Market Index 100 95 117 139 153 154
Dow Jones Home Construction Index 100 51 87 136 162 111
</TABLE>
9
<PAGE>
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
Deloitte & Touche audited the Company's financial statements for the year
ended November 30, 1994. 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.
In 1994, the Company's Board of Directors, acting on the recommendation of
the Audit Committee, approved the retention of Deloitte & Touche to audit the
Company's financial statements at November 30, 1994 and for the year ending on
that date. KPMG Peat Marwick audited the Company's financial statements for the
year ended November 30, 1993 and for a number of years before that. The decision
to replace KPMG Peat Marwick with Deloitte & Touche was based solely on cost
considerations. Early in fiscal 1994, the Company invited KPMG Peat Marwick and
three other firms it considered to be qualified to submit proposals for the
audit of the Company's financial statements for the five fiscal years ending
November 30, 1994 through 1998. Upon review of the proposals, the Company
selected Deloitte & Touche, because it submitted the lowest cost proposal.
Neither KPMG Peat Marwick's report on the financial statements of the
Company and its subsidiary for the fiscal year ended November 30, 1993, nor its
report on the financial statements for the year ended November 30, 1992,
contained an adverse opinion or a disclaimer of an opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles. Neither in
connection with the audits by KPMG Peat Marwick of the financial statements for
those years, nor during any subsequent interim period, were there disagreements
on any matters of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of KPMG Peat Marwick, would have caused it to make reference
to the subject matter of the disagreements in connection with its reports.
Deloitte & Touche has, for a number of years, assisted the Company in the
preparation of tax returns and with regard to other tax related matters. The
Company did not, during the Company's two most recent fiscal years, or during
any subsequent interim period, consult Deloitte & Touche regarding either (i)
the application of accounting principles to a specific transaction or the type
of audit opinion that might be rendered on the Company's financial statements on
which Deloitte & Touche provided a written report or written or oral advice
which Deloitte & Touche concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial
reporting issue, or (ii) any matter that was the subject of a disagreement or an
event of the type described in Item 304(a)(1)(v) of Securities and Exchange
Commission Regulation S-K.
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, 1995.
The selection will be discussed at a meeting of the Board of Directors to be
held after the Company's April 4, 1995 Annual Meeting.
10
<PAGE>
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 October 12, 1995.
By Order of the Board of Directors
ROBERT B. COLE
Secretary
Dated: March 1, 1995
11
<PAGE>
<TABLE>
<S> <C> <C>
LENNAR
CORPORATION
700 N.W. 107th Avenue THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Miami, Florida 33172 The undersigned stockholder of Lennar Corporation hereby appoints
Leonard Miller and Robert B. Cole, or any one or more of them present,
PROXY with full power of substitution, as attorneys and proxies of the
1995 undersigned to appear at the Annual Meeting of the Stockholders of
ANNUAL LENNAR CORPORATION to be held at the Doral Park Golf and Country Club,
MEETING 5001 N.W. 104 Avenue, Miami, Florida on Tuesday, April 4, 1995, 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:
</TABLE>
<TABLE>
<S> <C> <C>
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:
CHARLES I. BABCOCK, JR. IRVING BOLOTIN LEONARD MILLER
2. 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)
<PAGE>
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: _________ , 1995
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE.
<TABLE>
<S> <C> <C>
LENNAR
CORPORATION
700 N.W. 107th Avenue THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Miami, Florida 33172 The undersigned stockholder of Lennar Corporation hereby appoints
Leonard Miller and Robert B. Cole, or any one or more of them present,
with full power of substitution, as attorneys and proxies of the
PROXY undersigned to appear at the Annual Meeting of the Stockholders of
1995 LENNAR CORPORATION to be held at the Doral Park Golf and Country Club,
ANNUAL 5001 N.W. 104 Avenue, Miami, Florida on Tuesday, April 4, 1995, and at
MEETING 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:
</TABLE>
<TABLE>
<S> <C> <C>
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:
CHARLES I. BABCOCK, JR. IRVING BOLOTIN LEONARD MILLER
2. 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: _________ , 1995
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE.
