<PAGE> 1
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 (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 Rule 14a-11(c) or Rule 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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
[LOGO] LENNAR CORPORATION
Seven Hundred N.W. 107th Avenue, Miami, Florida 33172 - - (305) 559-4000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 8, 1997
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 8, 1997, 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 7, 1997
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: February 28, 1997
<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 FEBRUARY 28, 1997 TO ALL STOCKHOLDERS OF RECORD ON FEBRUARY
7, 1997. 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,
1997, will be entitled to vote at the meeting. The only outstanding voting
securities of the Company on that date were 25,990,827 shares of Common Stock
and 9,968,731 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 7,
1997:
<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 9,930,030(1) 99.6%
23 Star Island
Miami Beach, FL 33139
Common Stock FMR Corp. 3,061,968 11.8%
82 Devonshire Street
Boston, MA 02109-3614
Common Stock Neuberger & Berman 1,652,300 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 7, 1997, The Depository Trust Company owned of record
25,254,394 shares of Common Stock, constituting 97.2% 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 7, 1997:
<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 9,930,030(2)(3) 99.61%
Common Stock 9,142 .04%
Irving Bolotin Common Stock 67,992 .26%
Robert B. Cole Common Stock 70,300 .27%
Charles I. Babcock, Jr. Common Stock 60,000 .23%
Stuart A. Miller Common Stock 129,188 .50%
Arnold P. Rosen Common Stock -- --
Steven J. Saiontz Common Stock 119,020(4) .46%
Jonathan M. Jaffe Common Stock 32,568 .13%
Jeffrey P. Krasnoff Common Stock 14,448 .06%
Directors and Officers as a Class B Common Stock 9,930,030 99.61%
Group
(14 persons) Common Stock 606,768 2.32%
</TABLE>
- ---------------
(1) Includes currently exercisable stock options and stock options which become
exercisable within sixty days after February 7, 1997, as follows: Irving
Bolotin (9,000), Stuart A. Miller (52,500), Steven J. Saiontz (52,500),
Jonathan M. Jaffe (13,500), Jeffrey P. Krasnoff (11,250), all directors and
executive officers (170,925). 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 (2) 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 4,500,000 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 4,500,000 shares and neither
Stuart Miller nor Mr. Saiontz is shown as a beneficial owner of those
shares.
(4) 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 99,309,442 votes, which will be 79.02%
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 99,745,143 votes, which will be 79.37% 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. Currently, the class of directors whose term expires at the 1998
Annual Meeting consists of three directors and the other two classes (including
the class of directors who are to be elected at the 1997 Annual Meeting) each
consists of two directors. 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 2000 Annual Meeting of the Stockholders:
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME OF DIRECTOR AGE SINCE EXPIRES
---------------- --- -------- -------
<S> <C> <C> <C>
Nominated to serve until the 2000 Annual Meeting of
Stockholders
Robert B. Cole(1) 86 1969 1997
Arnold P. Rosen 76 1969 1997
INFORMATION ABOUT DIRECTORS WHOSE TERMS ARE NOT
EXPIRING
Charles I. Babcock, Jr. 70 1990 1998
Irving Bolotin(1) 64 1974 1998
Leonard Miller(1) 64 1969 1998
Stuart J. Miller 39 1990 1999
Steven J. Saiontz 38 1990 1999
</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.
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, 1996:
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(1) AWARDS(2) OPTIONS/ PAYOUTS COMPENSATION(3)
POSITION YEAR ($) ($) ($) ($) SARS ($) ($)
------------------ ---- -------- -------- --------------- ---------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Leonard Miller 1996 $467,300 $721,200 1,500 $11,726
Chairman of the 1995 444,200 577,300 1,500 6,171
Board and President 1994 400,000 472,500 1,500 3,012
Stuart A. Miller 1996 207,700 577,000 1,500 3,443
Vice President 1995 197,100 384,900 1,500 2,563
1994 175,000 372,500 1,500 2,376
Steven J. Saiontz 1996 207,700 577,000 1,500 3,444
President, Lennar 1995 197,100 384,900 1,500 2,571
Financial 1994 175,000 372,500 1,500 2,372
Services, Inc.
Jeffrey P. Krasnoff 1996 145,400 317,900 1,500 59,067 3,233
Vice President 1995 138,800 215,700 1,500 28,900 2,577
1994 130,000 150,600 1,500 2,376
Jonathan M. Jaffe 1996 202,000 112,300 68,400 1,500 44,200 2,899
Vice President 1995 148,800 119,900 1,500 26,900 2,470
1994 138,300 93,000 1,500 10,600 2,372
</TABLE>
- ---------------
(1) Consists of relocation expenses.
(2) At November 30, 1996, a total of 258,309 restricted shares of Common Stock,
with an aggregate market value of $6,716,034 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 (234,844 shares at November 30, 1996). 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, 1996 included 9,142 shares in Leonard Miller's account (with
a market value on that day of $237,692), 7,708 shares in Stuart A. Miller's
account (with a market value on that day of $200,408), 2,420 shares in
Steven J. Saiontz's account (with a market value on that day of $62,920),
425 shares in Jeffrey P. Krasnoff's account (with a market value on that day
of $11,050) and 977 shares in Jonathan M. Jaffe's account (with a market
value on that day of $25,402). All shares held in these officers' accounts
were vested.
(Continues)
4
<PAGE> 7
(3) Consisting of matching payments by the Company under the 401(k) aspect of
the Company's Employee Stock Ownership/401(k) plan, term life insurance
premiums and long term disability insurance premiums paid by the Company,
as follows:
<TABLE>
<CAPTION>
LONG TERM
401(K) MATCH TERM LIFE INSURANCE DISABILITY INSURANCE
------------ ------------------- --------------------
<S> <C> <C> <C> <C>
Leonard Miller 1996 $2,375 $7,020 $2,331
1995 2,310 3,861
1994 2,310 702
Stuart A. Miller 1996 2,375 660 408
1995 2,310 253
1994 2,310 66
Steven J. Saiontz 1996 2,375 661 408
1995 2,310 261
1994 2,310 62
Jeffrey P. Krasnoff 1996 2,375 568 290
1995 2,310 267
1994 2,310 66
Jonathan M. Jaffe 1996 2,375 314 210
1995 2,310 160
1994 2,310 62
</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,
1996, 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 $317,900(1)
</TABLE>
- ---------------
(1) This amount is payable in five equal annual installments conditioned on Mr.
Krasnoff's continuing to be employed by the Company.
Neither the chief executive officer nor any other of the Company's five
highest paid executive officers was granted any stock options or stock
appreciation rights ("SAR's") during the fiscal year ended November 30, 1996.
5
<PAGE> 8
The following table sets forth certain information with regard to the
aggregate option/SAR exercises in the fiscal year ended November 30, 1996 and
option/SAR values as of the end of that year for the chief executive officer and
the four other highest compensated executive officers of the Company:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
YEAR-END YEAR-END($)(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
Stuart A. Miller 0 $ 0 37,500(E) $ 729,686(E)
Vice President 112,500(U) $2,189,059(U)
Steven J. Saiontz 0 $ 0 37,500(E) $ 729,686(E)
President Lennar Financial Services, 112,500(U) $2,189,059(U)
Inc.
Jeffrey P. Krasnoff 0 $ 0 9,000(E) $ 133,470(E)
Vice President 36,000(U) $ 533,880(U)
Jonathan M. Jaffe 0 $ 0 10,500(E) $ 138,645(E)
Vice President 49,500(U) $ 580,455(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 29, 1996.
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 and Rosen. This Committee
met twice in fiscal 1996. 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 and Rosen.
This Committee met once in fiscal 1996. 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 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 1996, the Board met four 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 served.
6
<PAGE> 9
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 1996.
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 1996 the people in this
category included Jonathan M. Jaffe, 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 operating segments, the bonus with
regard to 1996 was equal to .4% of the 1996 consolidated pre-tax income. That
percentage was increased with regard to 1996 from .33% of consolidated pre-tax
income in 1995 and 1994. With regard to 1997, the Compensation Committee
concluded, at the suggestion of the chief executive officer, that there would be
no change in the basic salary or bonus percentage of Stuart A. Miller and Steven
J. Saiontz.
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 eleven 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 will be unchanged in 1997.
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 1996 was 1%. This is the same as the percentage for the
preceding several years.
7
<PAGE> 10
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 1996.
<TABLE>
<CAPTION>
OFFICERS AND DIRECTORS
COMPENSATION COMMITTEE: COMMITTEE (STOCK OPTIONS):
----------------------- --------------------------
<S> <C>
ARNOLD P. ROSEN, Chairman CHARLES I. BABCOCK, JR.
CHARLES I. BABCOCK, JR. ARNOLD P. ROSEN
ROBERT B. COLE
</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
(1991 = 100)
<TABLE>
<CAPTION>
DOW JONES
DOW JONES HOME
MEASUREMENT PERIOD LENNAR EQUITY CONSTRUCTION
(FISCAL YEAR COVERED) CORPORATION MARKET INDEX INDEX
<S> <C> <C> <C>
1991 100 100 100
1992 184 119 157
1993 207 131 187
1994 164 132 128
1995 233 182 210
1996 275 233 198
</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, 1996. 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, 1997.
The selection will be discussed at meetings of the Audit Committee and of the
Board of Directors to be held after the Company's April 8, 1997 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 3, 1997.
By Order of the Board of Directors
ROBERT B. COLE
Secretary
Dated: February 28, 1997
10
<PAGE> 13
[LOGO] LENNAR CORPORATION
P
R 700 N.W. 107TH AVENUE
O MIAMI, FLORIDA 33172
X
Y PROXY FOR 1997 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 8, 1997, 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 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.
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS:
NOMINEES: Robert B. Cole and Arnold P. Rosen 2. In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
FOR WITHHELD before the meeting.
[ ] [ ]
[ ]
-------------------------------------- MARK HERE
For all nominees except as noted above FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE.
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.
Signature: Date: Signature: Date:
-------------------------------- ----------------- -------------------------------- ------------------
</TABLE>
<PAGE> 15
APPENDIX A
[LOGO] LENNAR CORPORATION
P
R 700 N.W. 107TH AVENUE
O MIAMI, FLORIDA 33172
X
Y PROXY FOR 1997 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 8, 1997, 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> 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.
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS:
NOMINEES: Robert B. Cole and Arnold P. Rosen 2. In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
FOR WITHHELD before the meeting.
[ ] [ ]
[ ]
-------------------------------------- MARK HERE
For all nominees except as noted above FOR ADDRESS [ ]
CHANGE AND
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.
Signature: Date: Signature: Date:
-------------------------------- ----------------- -------------------------------- ------------------
</TABLE>
