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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Lennar Corporation
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(NAME OF ISSUER)
Common Stock, par value $0.10 per share
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(TITLE OF CLASS OF SECURITIES)
5260571004
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(CUSIP NUMBER)
Chester P. Sadowski
Senior Vice President - Controller and Chief Accounting Officer
U.S. Home Corporation
10707 Clay Road
Houston, Texas 77041
(713) 877-2311
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
With a copy to:
Stephen C. Koval, Esq.
Kaye, Scholer, Fierman, Hays & Handler, LLP
425 Park Avenue
New York, New York 10022
February 16, 2000
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G
TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS
FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(e), (f) OR (g), CHECK THE FOLLOWING
BOX / / .
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment continuing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
(Page 1 of 9)
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CUSIP NO. 526057104 SCHEDULE 13D PAGE 2 OF 9 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
U.S. Home Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS *
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 9,892,755
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,892,755 - See Item 5
(Not to be construed as an admission of beneficial ownership)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3% - See Item 5
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS
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Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, par value $0.10 per share ("Common Stock"), of Lennar Corporation,
a Delaware corporation (the "Issuer"). Each share of Class B Common Stock of the
Issuer, par value $0.10 per share ("Class B Common Stock"), is convertible into
one share of Common Stock. The address of the Issuer's principal executive
offices is 700 Northwest 107th Avenue, Miami, Florida 33172.
Item 2. Identity and Background.
This statement is being filed by U.S. Home Corporation, a Delaware
corporation ("U.S. Home" or the "Reporting Person"). U.S. Home is principally
engaged in the construction and sale of single-family homes. The address of U.S.
Home's principal business and principal offices is 10707 Clay Road, Houston,
Texas 77041.
The name, business address, present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted and citizenship of each
director and executive officer of the Reporting Person are set forth on Schedule
I hereto and are incorporated herein by reference.
During the last five years, neither the Reporting Person, nor, to the
Reporting Person's knowledge, any of the persons listed on Schedule I hereto,
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in Item 4 hereof, on February 16, 2000, U.S.
Home entered into a Voting Agreement (the "Voting Agreement") with LMM Family
Partnership, L.P., a Delaware limited partnership, Leonard Miller and Stuart
Miller (collectively, the "Miller Entities") which are the beneficial owners of
an aggregate of 73,894 shares of Common Stock (representing approximately 0.2%
of the Common Stock outstanding) and 9,818,861 shares of Class B Common Stock
(representing 99.7% of the Class B Common Stock outstanding). The Miller
Entities entered into the Voting Agreement to induce U.S. Home to enter into
the Merger Agreement (as defined below) and related agreements, and no separate
consideration in cash or property was paid by U.S. Home to the Miller Entities
in consideration of the Voting Agreement.
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Item 4. Purpose of Transaction.
On February 16, 2000, U.S. Home entered into a Plan and Agreement of
Merger (the "Merger Agreement") with the Issuer and LEN Acquisition Corporation,
a wholly-owned subsidiary of the Issuer ("Acquisition"), pursuant to which U.S.
Home will merge into Acquisition (the "Merger"), with the result that the
surviving corporation will be a wholly-owned subsidiary of Issuer and will be
renamed U.S. Home Corporation. Pursuant to the Merger, stockholders of U.S. Home
will receive $36.00 for each share of U.S. Home common stock, comprised of
$18.00 in cash and $18.00 in shares of Common Stock (with the stock portion, and
therefore the total, subject to adjustment if the price of Common Stock varies
within certain specified limits). U.S. Home stockholders will have the right to
elect to receive all of the merger consideration in either cash or stock,
subject to prorations that would permit up to 55% of the total value of the
merger consideration to be cash.
Consummation of the Merger is subject to, among other things, the
approval of the Issuer's and U.S. Home's stockholders, and to the condition that
Robert Strudler, Isaac Heimbinder (U.S. Home's current Co-Chief Executive
Officers) and two other members of the Board of Directors of U.S. Home
designated by U.S. Home (collectively, the "U.S. Home Nominees") shall have been
elected to the Board of Directors of the Issuer, effective immediately after the
effective date of the Merger (the "Effective Time"). One of the aforementioned
directors is to be in the class the term of which expires at the Issuer's 2001
Annual Meeting of Stockholders, one is to be in the class the term of which
expires at the Issuer's 2002 Annual Meeting of Stockholders and two are to be in
the class the term of which expires at the Issuer's 2003 Annual Meeting of
Stockholders. The persons in each class will be selected by U.S. Home. The
transaction is also subject to any required regulatory approvals and to other
customary closing conditions.
Pursuant to the Merger Agreement, from February 16, 2000 through the
Effective Time, the Issuer may not, among other things, declare or pay any
dividends (other than regularly quarterly dividends at the rate prevailing prior
to February 16, 2000) or make any other distributions or repayments of debt to
its stockholders (other than payments by subsidiaries of the Issuer to the
Issuer or to other wholly-owned subsidiaries of the Issuer).
In connection with the Merger, U.S. Home entered into the Voting
Agreement, pursuant to which the Miller Entities have, among other things, (i)
agreed to vote all of their shares of Common Stock and Class B Common Stock
(representing approximately 71.6% of the outstanding voting power with respect
to the Issuer;(1) the "Miller Shares") in favor of the Merger and against
transactions or changes which would have the effect of impeding, frustrating,
preventing or nullifying the Merger, the Merger Agreement or any of the
transactions contemplated thereby, (ii) agreed to vote the Miller Shares and to
use their best efforts to cause (a) an increase in the size of the Issuer's
Board
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(1) Each share of Common Stock is entitled to one vote per share and each share
of Class B Common Stock is entitled to ten votes per share.
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of Directors by four members (the "Increase") and (b) the election of the U.S.
Home Nominees to the Issuer's Board of Directors to fill the vacancies on the
Issuer's Board of Directors created by the Increase, (iii) agreed not to sell or
transfer any of the Miller Shares prior to the Effective Time or termination of
the Voting Agreement and (iv) agreed to refrain from purchasing shares of common
stock of U.S. Home, par value $.01 per share ("U.S. Home Common Stock"), if such
purchases would cause the Miller Entities, the Issuer and the Issuer's
affiliates to own in the aggregate greater than 5% of the U.S. Home Common Stock
which is then outstanding.
The covenants and agreements contained in the Voting Agreement
terminate in the event that the Merger Agreement is terminated in accordance
with its terms. Certain covenants and agreements contained in the Voting
Agreement will survive the Merger and inure to the benefit of the U.S. Home
Nominees.
The preceding summary of certain provisions of the Merger Agreement and
the Voting Agreement is not intended to be complete and is qualified in its
entirety by reference to the full text of such agreements, copies of which are
filed as Exhibits 1 and 2 hereto, and which are incorporated herein by
reference.
Other than as described above, neither the Reporting Person nor, to the
knowledge of the Reporting Person, any of the persons listed on Schedule I
hereto, has any plans or proposals that relate to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D
(although, subject to the provisions of the Merger Agreement, they reserve the
right to develop such plans).
Item 5. Interest in Securities of the Issuer.
As of February 16, 2000, the Reporting Person did not own any shares of
Common Stock. However, the Reporting Person may be deemed to beneficially own
(within the meaning of the definition of "beneficial ownership" as set forth in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) the 9,892,755 shares of Common Stock that are the subject of the Voting
Agreement, which constitute in the aggregate approximately 20.3% of the
outstanding shares of Common Stock. Such 9,892,755 shares of Common Stock
include (i) 73,894 shares of Common Stock and (ii) 9,818,861 shares of Common
Stock issuable upon conversion of shares of Class B Common Stock, and represent
approximately 71.6% of the voting power with respect to the Issuer.
Neither the Reporting Person, and, to the knowledge of the Reporting
Person, no person listed on Schedule I hereto beneficially owns any shares of
Common Stock other than as set forth herein. The Reporting Person expressly
disclaims beneficial ownership of the shares of Common Stock that are the
subject of the Voting Agreement. Neither the filing of this Schedule 13D nor any
of its contents shall be deemed to constitute an admission that the Reporting
Person is the beneficial
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owner of the shares of Common Stock that are the subject of the Voting Agreement
for purposes of Section 13(d) or 16 of the Exchange Act or for any other
purpose.
The Reporting Person shares the power to vote the shares of Common
Stock that are the subject of the Voting Agreement.
Except as described in Item 4 hereof, no transactions in the Common
Stock were effected by the Reporting Person, or, to the best knowledge of the
Reporting Person, by any persons listed on Schedule I hereto, during the 60-day
period preceding the date hereof.
The Reporting Person does not have a right to receive dividends in
respect of, or the proceeds from the sale of, the Miller Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except as set forth in this Schedule 13D, to the best knowledge of the
Reporting Person, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 or listed
on Schedule I hereto, and between such persons and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies or pledges or contingencies the
occurrence of which would give another person voting power over the securities
of the Issuer.
Item 7. Material to Be Filed as Exhibits.
1. Plan and Agreement of Merger, dated as of February 16, 2000, among
U.S. Home Corporation, Lennar Corporation and LEN Acquisition Corporation.
Incorporated by reference to Exhibit 99.1 to U.S. Home Corporation's Current
Report on Form 8-K dated February 28, 2000.
2. Voting Agreement, dated as of February 16, 2000, among LMM Family
Partnership, L.P., Leonard Miller, Stuart Miller and U.S. Home Corporation.
Incorporated by reference to Exhibit 99.1 to U.S. Home Corporation's Current
Report on Form 8-K dated February 28, 2000.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: February 28, 2000
U.S. HOME CORPORATION
By: /s/ Chester P. Sadowski
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Name: Chester P. Sadowski
Title: Senior Vice President - Controller
and Chief Accounting Officer
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SCHEDULE I
Executive Officers and Directors of U.S. Home Corporation
The names of the directors and the names and the titles of the
executive officers of U.S. Home Corporation and their business addresses and
principal occupations are set forth below. If no address is given, the
director's or executive officer's business address is that of U.S. Home
Corporation - 10707 Clay Road, Houston, Texas 77041. Unless otherwise indicated,
each position set forth opposite an individual's name below is with U.S. Home
Corporation and each individual is a citizen of the United States.
PRESENT PRINCIPAL
NAME, BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
Robert J. Strudler* Chairman of the Board and Co-Chief Executive Officer
Glen Adams* Private investor
Steven L. Gerard* Chairman and Chief Executive Officer of Great Point
Capital, Inc., an investment concern
Kenneth J. Hanau, Jr.* Chairman of K&H Corrugated Case Corporation, a
manufacturer of corrugated packaging materials
Isaac Heimbinder* President, Co-Chief Executive Officer and Chief
Operating Officer
Malcolm T. Hopkins* Private investor
Charles A. McKee* Retired
George A. Poole, Jr.* Private investor
Herve Ripault* Associate of Optigestiom S.A., a French fund
management company; Mr. Ripault is a citizen of
France
James W. Sight* Private investor
Gary L. Frueh Senior Vice President - Tax and Audit
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PRESENT PRINCIPAL
NAME, BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
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Craig M. Johnson Senior Vice President - Community Development
Chester P. Sadowski Senior Vice President - Controller and Chief
Accounting Officer
Frank E. Matthews, II Vice President - Human Resources
Thomas A. Napoli Vice President - Corporate Finance and Treasurer
Richard G. Slaughter Vice President - Planning and Secretary
Kelly F. Somoza Vice President - Investor Relations
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* Director
