<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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
LENNAR CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / 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> 2
[LENNAR CORPORATION LOGO]
Seven Hundred N.W. 107th Avenue, Miami, Florida 33172 - - (305) 559-4000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 2, 1996
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 2, 1996, at 11:00 o'clock
a.m. for the following purposes:
1. To elect two 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 5, 1996
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, 1996
<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. 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, 1996 TO ALL STOCKHOLDERS OF RECORD ON FEBRUARY 5,
1996. 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 5,
1996, will be entitled to vote at the meeting. The only outstanding voting
securities of the Company on that date were 25,901,227 shares of Common Stock
and 9,985,731 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 5,
1996:
<TABLE>
<CAPTION>
PERCENT
NAME AND ADDRESS OF AMOUNT AND NATURE OF OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ----------------------- ------------------------ -------------------- ---------
<S> <C> <C> <C>
Class B Common Stock Leonard Miller 9,945,130(1) 99.6%
23 Star Island
Miami Beach, FL 33139
Common Stock FMR Corp. 3,880,400 15.1%
82 Devonshire Street
Boston, MA 02109-3614
Common Stock Neuberger & Berman 1,661,412 6.4%
605 Third Avenue
New York, NY 10158-3698
</TABLE>
- ---------------
(1) Leonard Miller's shares are owned by two limited partnerships. A corporation
wholly-owned by Mr. Miller is the sole general partner of those
partnerships. The limited partners consist of Mr. Miller, his wife and a
trust of which Mr. Miller is the primary beneficiary.
<PAGE> 4
On February 5, 1996, The Depository Trust Company owned of record
25,078,462 shares of Common Stock, constituting 96.8% 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 5, 1996:
<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 9,945,130(2)(3) 99.59%
Common Stock 9,142 .04%
Irving Bolotin Common Stock 58,992 .23%
Robert B. Cole Common Stock 70,300 .27%
Charles I. Babcock, Jr. Common Stock 60,000 .23%
Richard W. McEwen Common Stock 3,300(4) .01%
James W. McLamore Common Stock 45,000 .17%
Stuart A. Miller Common Stock 114,208 .44%
Arnold P. Rosen Common Stock -- --
Steven J. Saiontz Common Stock 113,020(5) .40%
Allan J. Pekor Common Stock 16,710 .06%
Jeffrey P. Krasnoff Common Stock 12,198 .05%
Directors and Officers as a Class B Common Stock 9,945,130 99.59%
Group
(16 persons) Common Stock 596,448 2.29%
</TABLE>
- ---------------
(1) Includes currently exercisable stock options and stock options which become
exercisable within sixty days after February 5, 1996, as follows: Irving
Bolotin (4,500), Stuart A. Miller (37,500), Steven J. Saiontz (37,500),
Allan J. Pekor (5,625), Jeffrey P. Krasnoff (9,000), all directors and
executive officers (136,075). 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. A corporation
wholly-owned by Mr. Miller is the sole general partner of those
partnerships. The limited partners consist of Mr. Miller, his wife and a
trust of which Mr. Miller is the primary beneficiary. In addition, Mr.
Miller is a custodian of 2,000 shares held for a nephew who is a minor.
(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. Mr. McEwen is
retiring from the Board effective at the Annual Meeting.
(5) Does not include 9,000 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 99,460,442 votes, which will be 79.09%
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 99,922,173 votes, which will be 79.46% 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. Richard McEwen, who was a member of the class of directors whose term
expires at the 1996 Annual Meeting, is retiring from the Board. Until further
action by the Board, that class of directors will consist of two members. Each
of the other two classes of directors consists of three members. The term of the
directors who will be elected at the 1996 Annual Meeting of Stockholders will
continue until the 1999 Annual Meeting. It is the intent of the persons named in
the accompanying proxy to vote for the following two people as directors of the
Company to serve until the 1999 Annual Meeting of the Stockholders:
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME OF DIRECTOR AGE SINCE EXPIRES
- ----------------------- ---- -------- -------
<S> <C> <C> <C>
Nominated to serve until the 1999 Annual Meeting of
Stockholders
Stuart A. Miller 38 1990 1996
Steven J. Saiontz 37 1990 1996
INFORMATION ABOUT DIRECTORS WHOSE TERMS ARE NOT
EXPIRING
Robert B. Cole(1) 85 1969 1997
James W. McLamore 69 1989 1997
Arnold P. Rosen 75 1969 1997
Charles I. Babcock, Jr. 69 1990 1998
Irving Bolotin(1) 63 1974 1998
Leonard Miller(1) 63 1969 1998
</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.
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.
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.
3
<PAGE> 6
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, 1995:
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 1995 $444,200 $577,300 1,500 $ 6,171
Chairman of the 1994 400,000 472,500 1,500 3,012
Board and President 1993 400,000 410,000 2,400 2,950
Allan J. Pekor 1995 245,400 1,500 3,435
Financial Vice 1994 208,800 1,500 2,760
President 1993 198,800 2,000 2,698
Stuart A. Miller 1995 197,100 384,900 1,500 2,563
Vice President 1994 175,000 372,500 1,500 2,376
1993 175,000 205,000 1,800 2,314
Steven J. Saiontz 1995 197,100 384,900 1,500 2,571
President, Lennar 1994 175,000 372,500 1,500 2,372
Financial 1993 175,300 205,000 1,800 1,373
Services, Inc.
Jeffrey P. Krasnoff 1995 138,800 215,700 1,500 28,900 2,577
Vice President 1994 130,000 150,600 1,500 2,376
1993 135,000 144,700 2,100 69
</TABLE>
- ---------------
(1) At November 30, 1995, a total of 301,001 restricted shares of Common Stock,
with an aggregate market value of $6,659,647 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 (181,669 shares at November 30, 1995). 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, 1995 included 9,082 shares in Leonard Miller's account
(with a market value on that day of $200,939), 6,399 shares in Allan J.
Pekor's account (with a market value on that day of $141,578), 7,648 shares
in Stuart A. Miller's account (with a market value on that day of
$169,212), 2,645 shares in Steven J. Saiontz's account (with a market value
on that day of $58,521) and 559 shares in Jeffrey P. Krasnoff's account
(with a market value on that day of $12,368). All shares held in these
officers' accounts were vested.
(Continues)
4
<PAGE> 7
(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 1995 $2,310 $ 3,861
1994 2,310 702
1993 2,248 702
Allan J. Pekor 1995 2,310 1,125
1994 2,310 450
1993 2,248 450
Stuart A. Miller 1995 2,310 253
1994 2,310 66
1993 2,248 66
Steven J. Saiontz 1995 2,310 261
1994 2,310 62
1993 1,319 54
Jeffrey P. Krasnoff 1995 2,310 267
1994 2,310 66
1993 -- 69
</TABLE>
Directors who are not employees of the Company are paid annual fees of
$10,000 plus $2,500 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.
The following table sets forth information about a sum awarded to one of
the five highest paid officers of the Company for the year ended November 30,
1995, which is payable over a period of years:
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLANS - AWARDS
IN LAST FISCAL YEAR
- ---------------------------------------------------------------------------------------
ESTIMATED FUTURE PAYOUTS
----------------------------------------------
PERIOD UNTIL THRESHOLD TARGET MAXIMUM
NAME PAYOUT $ $ $
- ------------------- ------------ -------------- -------------- --------
<S> <C> <C> <C> <C>
Jeffrey P. Krasnoff 1-5 Years Not Applicable Not Applicable $215,700(1)
</TABLE>
- ---------------
(1) This amount is payable in five equal annual installments conditioned on Mr.
Krasnoff's continuing to be employed by the Company.
Neither the chief executive officer nor any other of the Company's five
highest paid executive officers was granted any stock options or stock
appreciation rights ("SAR's") during the fiscal year ended November 30, 1995.
5
<PAGE> 8
The following table sets forth certain information with regard to the
aggregate option/SAR exercises in the fiscal year ended November 30, 1995 and
option/SAR values as of the end of that year for the chief executive officer and
the four other highest compensated executive officers of the Company:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
YEAR-END YEAR-END($)(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
Allan J. Pekor 0 $ 0 4,500(E) $ 7,211(E)
Financial Vice President 40,500(U) $ 64,901(U)
Stuart A. Miller 0 $ 0 30,000(E) $ 467,499(E)
Vice President 120,000(U) $1,869,996(U)
Steven J. Saiontz 0 $ 0 30,000(E) $ 467,499(E)
President Lennar Financial Services, 120,000(U) $1,869,996(U)
Inc.
Jeffrey P. Krasnoff 0 $ 0 6,750(E) $ 73,946(E)
Vice President 38,250(U) $ 419,029(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, 1995.
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 (until the 1996
Annual Meeting), McLamore and Rosen. This Committee met twice in fiscal 1995.
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 (until
the 1996 Annual Meeting), McLamore and Rosen. This Committee met once in fiscal
1995. 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.
The Board normally holds meetings quarterly, but holds additional special
meetings when required. During fiscal 1995, the Board met four times. Each
director attended more than three-fourths of the total
6
<PAGE> 9
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 served.
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 1995.
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 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 formulae for the following year (except
that there is no management 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 1995 the people in this
category included Jeffrey P. Krasnoff, Stuart A. Miller, Allan J. Pekor, 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 operating segments, the bonus with
regard to 1995 was equal to one-third of one percent of that year's consolidated
pre-tax income. That formula was unchanged from 1994. With regard to 1996, the
compensation committee concluded, at the suggestion of the chief executive
officer, that there would be no change in the basic salary of Stuart A. Miller
and Steven J. Saiontz, but that each of their bonuses would be equal to 0.4% of
the 1996 consolidated pre-tax income.
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 national homebuilding
companies. It concluded that the compensation of the Company's chief executive
officer was appropriate, when compared to the companies surveyed. Accordingly,
the Compensation Committee approved a 1996 base salary of $450,000 and a bonus
equal to 1/2 of 1% of pre-tax income for 1996. This is unchanged from 1995.
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
7
<PAGE> 10
Directors based upon the recommendation from the Company's management. The
percentage of salary for 1995 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 no stock option awards made to
officers of Lennar Corporation during 1995.
<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
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.
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 YEAR ENDING NOVEMBER 30
(1990 = 100)
[GRAPH]
<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>
1990 100 100 100
1991 221 122 170
1992 408 146 268
1993 458 160 318
1994 362 162 218
1995 516 223 358
</TABLE>
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, 1995. 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.
9
<PAGE> 12
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, 1996.
The selection will be discussed at a meeting of the Board of Directors to be
held after the Company's April 2, 1996 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 1, 1996.
By Order of the Board of Directors
ROBERT B. COLE
Secretary
Dated: March 1, 1996
10
<PAGE> 13
APPENDIX A
P [LENNAR CORPORATION LOGO]
R
O 700 N.W. 107TH AVENUE
X MIAMI, FLORIDA 33172
Y
PROXY FOR 1996 ANNUAL MEETING
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 more of them present, with
full power of substitution, as attorneys and proxies of the undersigned to
appear at the Annual Meeting of the Stockholders of LENNAR CORPORATION to be
held at the Doral Park Golf and Country Club, 5001 N.W. 104 Avenue, Miami,
Florida on Tuesday, April 2, 1996, 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
on the reverse side.
(continued and to be signed on other side) SEE REVERSE
SIDE
<PAGE> 14
/X/ Please mark
votes as in
this example.
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.
1. ELECTION OF DIRECTORS
Nominees: Stuart A. Miller and 2. In their discretion, the
Steven J. Saiontz Proxies are authorized to vote
FOR WITHHELD upon such other business as
[ ] [ ] may properly come before the
meeting.
MARK HERE
[ ] FOR ADDRESS [ ]
----------------------------------- CHANGE AND [ ]
For all nominees except as noted above NOTE AT LEFT
Please sign exactly as name appears at left.
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.
PLEASE MARK, SIGN, DATE AND RETURN Signature: Date:
THE PROXY CARD PROMPTLY, USING THE ---------------- ----------
ENCLOSED ENVELOPE Signature: Date:
---------------- ----------
<PAGE> 15
APPENDIX B
P [LENNAR CORPORATION LOGO]
R
O 700 N.W. 107TH AVENUE
X MIAMI, FLORIDA 33172
Y
PROXY FOR 1996 ANNUAL MEETING
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 more of them present, with
full power of substitution, as attorneys and proxies of the undersigned to
appear at the Annual Meeting of the Stockholders of LENNAR CORPORATION to be
held at the Doral Park Golf and Country Club, 5001 N.W. 104 Avenue, Miami,
Florida on Tuesday, April 2, 1996, 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 on
the reverse side.
(continued and to be signed on the other side) SEE REVERSE
SIDE
<PAGE> 16
/X/ Please mark
votes as in
this example.
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.
1. ELECTION OF DIRECTORS
Nominees: Stuart A. Miller and 2. In their discretion, the
Steven J. Saiontz Proxies are authorized to vote
FOR WITHHELD upon such other business as
[ ] [ ] may properly come before the
meeting.
MARK HERE
[ ] FOR ADDRESS [ ]
----------------------------------- CHANGE AND [ ]
For all nominees except as noted above NOTE AT LEFT
Please sign exactly as name appears at left.
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.
PLEASE MARK, SIGN, DATE AND RETURN Signature: Date:
THE PROXY CARD PROMPTLY, USING THE ---------------- ----------
ENCLOSED ENVELOPE Signature: Date:
---------------- ----------
