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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 31, 1997
LENNAR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-6643 59-1281887
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
700 Northwest 107th Avenue
Miami, Florida 33172
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code:
(305) 559-4000
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ITEM 1. CHANGE OF CONTROL OF REGISTRANT.
On October 31, 1997, Lennar Corporation ("Lennar") was merged
with Pacific Greystone Corporation ("Greystone" or "Registrant") in
a transaction which will result in former stockholders of Lennar's
owning approximately 68%, and former stockholders of Greystone's
owning approximately 32%, fully diluted, of the stock of Registrant
immediately following the merger. As a result of the merger, Leonard
Miller (Lennar's Chairman), through family partnerships, owns
9,930,300 shares of Class B Common Stock of Registrant. Because the
Class B Common Stock is entitled to 10 votes per share, and Mr.
Miller's holdings are more than 99% of the outstanding Class B
Common Stock, Mr. Miller will be able to cast 69.6% of all the votes
which may be cast with regard to matters presented for a vote of
Registrant's stockholders.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) Merger of Lennar Corporation and Pacific Greystone Corporation.
On October 31, 1997, the merger of Lennar Corporation and
Pacific Greystone Corporation was completed. Information about that
merger is incorporated by reference to Registration Statement File
No. 333-35671.
(b) Distribution of Stock of LNR Property Corporation
On October 31, 1997, Lennar completed the distribution (the
"Distribution") to its stockholders of all the outstanding common
stock of LNR Property Corporation ("LNR") in connection with the
previously announced spin-off by Lennar of its real estate
investment and management business.
Lennar formed LNR in June 1997 and contributed to LNR the
Lennar subsidiaries which have been engaged in Lennar's real estate
investment and management business, as well as some assets of other
subsidiaries which were used in that business, and cash which will
be used primarily to reduce indebtedness relating to assets of LNR.
Approximately 36,000,000 shares of LNR common stock were
distributed in the Distribution to holders of record of Lennar
common stock and Lennar class B stock.
Although Lennar was originally a homebuilder, at least since
1991, it has had an active real estate investment and management
business. Nonetheless, most of the analysts who regularly report
about Lennar are homebuilding company specialists. As a result,
Lennar has had to maintain financial statement ratios, including a
consolidated debt to equity ratio, which are customary for a
homebuilder, and has been unable to seek the type of borrowing
leverage which is normal for a business like its real estate
investment and management business. Putting the real estate
investment and management business into a separate company should
substantially enhance the ability of the real estate investment and
management business to use borrowings to increase the size of its
real estate asset portfolio. Also, Lennar believes the price of its
stock has not reflected the full value of its real estate
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investment and management business. Therefore, Lennar has been
unwilling to use stock to acquire other companies. Lennar will be
willing to use stock for acquisitions after the Distribution. It
agreed to acquire Pacific Greystone Corporation, a New York Stock
Exchange listed homebuilding company, in a stock merger which was
not to take place unless and until the Distribution was completed.
The stock merger by which Lennar acquired Pacific Greystone was
completed on October 31, 1997. After the Distribution, LNR also will
be able to use its stock to make acquisitions if it chooses to do so
(although it has no acquisition transactions pending in which it
would use stock). In addition, it will be able to give employees
involved in the real estate investment and management business stock
based incentives and other incentives based on that business alone.
(c) Formation of Lennar Land Partners
On October 24, 1997, subsidiaries of Lennar and LNR formed
Lennar Land Partners, in which each of them is a 50% general
partner. Between October 24, 1997 and October 31, 1997, Lennar
transferred to Lennar Land Partners, or transferred to LNR for
re-transfer to Lennar Land Partners, assets which had a book value
of approximately $370 million. Lennar retained options to
repurchase many of the assets which were transferred to Lennar
Land Partners. A more complete description of Lennar Land Partners
is incorporated by reference to Registration Statement 333-35671.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Incorporated by reference to Lennar's Form 8-K filed on
November 17, 1997, as amended from time to time, File No. 11749.
(b) Pro Forma Financial Information.
Incorporated by reference to Lennar's Form 8-K filed on
November 17, 1997, as amended from time to time, File No. 11749.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
LENNAR CORPORATION
Date: November 17, 1997 By: /s/ STUART A. MILLER
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Name: Stuart A. Miller
Title: President
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