SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13d
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
LENNAR CORPORATION
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of class of securities)
526057104
- --------------------------------------------------------------------------------
(CUSIP number)
STUART MILLER, 700 NORTHWEST 107TH AVENUE, MIAMI, FLORIDA 33172
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
OCTOBER 31, 1997
- --------------------------------------------------------------------------------
(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 (b)(3) or (4), check the following box
<square>.
NOTE. Six copies of this statement, including all exhibits, should
be filed with the Commission. SEE Rule 13d-1 (a) for other parties to
whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
NH1197.2
<PAGE>
CUSIP NO. 526057104 13D PAGE 2 OF 8 PAGES
<TABLE>
<CAPTION>
<S> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
L.M. GRAT
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
<square>
(b)
<checked-box>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
<square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,225,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<checked-box>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.63%
14 TYPE OF REPORTING PERSON*
00
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 526057104 13D PAGE 3 OF 8 PAGES
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock of Lennar Corporation
("Common Stock"). The executive offices of Lennar Corporation
("Lennar") are located at 700 Northwest 107th Avenue, Miami, Florida
33172.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this Statement is L.M. GRAT (the "Trust"), a grantor
retained annuity trust. The Trust is not engaged in a business. The
Trust's principal offices are located at 1221 Brickell Avenue, 21st
Floor, Miami, Florida 33131.
The Trust has not been convicted in a criminal proceeding in the last
five years.
The Trust has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in it
being subject to a judgment, decree or final order enjoining future
violations of, or which prohibited or mandated activities subject to,
Federal or state securities laws or found any violation with respect
to such laws during the last five years.
Stuart Miller
Stuart Miller, a trustee of the Trust, is an individual whose business
address is 700 Northwest 107th Avenue, Miami, Florida 33172. His
principal occupation is as President and Chief Executive Officer of
Lennar at 700 Northwest 107th Avenue, Miami, Florida 33172.
Stuart Miller has not been convicted in a criminal proceeding in the
last five years.
Stuart Miller has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which resulted in it
being subject to a judgment, decree or final order enjoining future
violations of, or which prohibited or mandated activities subject to,
Federal or state securities laws or found any violation with respect
to such laws during the last five years.
Stuart Miller is a U.S. citizen.
<PAGE>
CUSIP NO. 526057104 13D PAGE 4 OF 8 PAGES
Leslie M. Saiontz
Leslie M. Saiontz, a trustee of the Trust, is an individual whose
business address is 8888 Howard Drive, Miami, Florida 33176. Her
principal occupation is as a retail store owner at 8888 Howard Drive,
Miami, Florida 33176.
Leslie M. Saiontz has not been convicted in a criminal proceeding in
the last five years.
Leslie M. Saiontz has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in it being subject to a judgment, decree or final order
enjoining future violations of, or which prohibited or mandated
activities subject to, Federal or state securities laws or found any
violation with respect to such laws during the last five years.
Leslie M. Saiontz is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Trust
Leonard Miller received a limited partnership interest in LMM Family
Partnership, L.P. (the "Partnership") after contributing to the
Partnership 3,500,000 shares of Lennar Class B Common Stock ("Class B
Common Stock") in 1994, which may be converted at any time into
3,500,000 shares of Common Stock. Since that time, Mr. Miller
transferred a total of 2,000,000 additional shares of Class B Common
Stock, which may be converted into 2,000,000 shares of Common Stock to
the Partnership. Of the original shares contributed by Mr. Miller,
3,325,000 shares were deemed contributed in exchange for the limited
partnership interest and the remainder were deemed contributed by the
Corporation in exchange for a 5% general partner's interest. Mr.
Miller, as settlor of the Trust, subsequently contributed the limited
partnership interest to the Trust. On October 31, 1997, Lennar
Corporation was merged with Pacific Greystone Corporation, and the
outstanding Lennar Corporation shares, including those owned by the
Partnership, became shares of the corporation which survived that
merger.
Stuart Miller
Stuart Miller is a trustee of the Trust.
Leslie M. Saiontz
Leslie M. Saiontz is a trustee of the Trust.
<PAGE>
CUSIP NO. 526057104 13D PAGE 5 OF 8 PAGES
ITEM 4. PURPOSE OF TRANSACTION.
The Trust
The purpose of the creation of the Partnership, the transfer of shares
of Class B Common Stock by Leonard Miller to the Partnership, and the
transfer of a limited partnership interest in the Partnership to the
Trust was family financial planning.
Neither the acquisition by the Trust of the limited partnership
interest, nor Stuart Miller's or Leslie M. Saiontz' becoming a trustee
of the Trust, will:
a) result in the acquisition by any person of additional securities
of Lennar, or the disposition of securities of Lennar.
b) result in an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Lennar or any of its
subsidiaries.
c) result in the sale or transfer of a material amount of assets of
Lennar or of any of its subsidiaries.
d) result in any change in the present board of directors or
management of Lennar, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
board.
e) result in any material change in the present capitalization or
dividend policy of Lennar.
f) result in any other material change in Lennar's business or
corporate structure.
g) result in changes in Lennar's certificate of incorporation or
bylaws or other actions which may impede the acquisition of control of
Lennar by any person.
h) result in causing a class of securities of Lennar to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association.
i) result in a class of equity securities of Lennar becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities and Exchange Act of 1934, as amended.
j) result in any action similar to those enumerated above.
<PAGE>
CUSIP NO. 526057104 13D PAGE 6 OF 8 PAGES
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
a) Because of the Trust's ownership of a limited partnership
interest in the Partnership, the Trust may be deemed to have an
indirect interest in 95% of the 5,500,000 shares of Common Stock
issuable upon conversion of the Class B Common Stock held by the
Partnership. Therefore, the Trust may be deemed to have an indirect
interest in 5,225,000 shares of Common Stock, which would be equal to
9.63% of the Common Stock.
Stuart Miller disclaims beneficial ownership of any of the shares held
by the Partnership.
Leslie M. Saiontz disclaims beneficial ownership of any of the shares
held by the Partnership.
On October 31, 1997, Lennar Corporation was merged with Pacific
Greystone Corporation, and the outstanding Lennar Corporation shares,
including those owned by the Partnership, became shares of the
corporation which survived that merger.
b) The Trust has no power, as a limited partner of the Partnership,
to vote any of the shares of Class B Common Stock held by the
Partnership or to cause the Partnership to dispose of any of those
shares.
Stuart Miller has no power to vote any of the shares of Class B Common
Stock held by the Partnership or to cause the Partnership to dispose
of any of those shares.
Leslie M. Saiontz has no power to vote any of the shares of Class B
Common Stock held by the Partnership or to cause the Partnership to
dispose of any of those shares.
c) On September 30, 1994, Leonard Miller contributed 3,500,000
shares of Class B Common Stock, which may be converted at any time
into 3,500,000 shares of Common Stock, to the Partnership. Of these,
3,275,000 shares (subject to adjustment) were contributed in exchange
for a limited partnership interest which gives the holder an
approximately 95% interest in the Partnership's earnings and assets.
Mr. Miller, as settlor of the Trust, then contributed the limited
partnership interest to the Trust.
On September 13, 1996, and May 29, 1997 Mr. Miller contributed an
additional total of 2,000,000 shares of Class B Common Stock, which
may be converted into 2,000,000 shares of Common Stock, to the
Partnership.
On June 10, 1997, Lennar entered into a Plan and Agreement of Merger
(the "Merger Agreement") with Pacific Greystone Corporation
("Greystone") providing for the merger of Lennar with and into
Greystone (the "Merger"). On October 31, 1997, the Merger was
approved by the shareholders of Lennar and Greystone. The Merger
<PAGE>
CUSIP NO. 526057104 13D PAGE 7 OF 8 PAGES
became effective on October 31, 1997. The surviving corporation of
the Merger is Greystone, which was renamed Lennar Corporation when the
Merger became effective. Pursuant to the Merger Agreement, all
holders of Lennar Class B Common Stock on the record date of September
2, 1997 received one share of Class B Common Stock of the surviving
corporation for each share of Lennar Class B Common Stock. The
Partnership received 5,500,000 shares of surviving corporation Class B
Common Stock upon consummation of the Merger.
d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from or the proceeds from the
sale of, the securities.
e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Trust is governed by a trust agreement among Leonard Miller, as
settlor, and Mr. Miller's son, Stuart Miller, and daughter, Leslie M.
Saiontz, as trustees. Mr. Miller, as settlor, transferred to the
Trust the principal limited partnership interest in the Partnership.
The trust agreement provides that during the three year term of the
Trust, Mr. Miller is to receive annually an amount equal to 39.244% of
the fair market value of the Trust assets at the time they were
contributed to the Trust. The distribution is to be made out of the
Trust's income, and to the extent income is insufficient, out of the
Trust's principal. Although the Trust is irrevocable, Mr. Miller has
the right to substitute other assets for the limited partnership
interest. There are no other contracts, arrangements, understandings
or relationships among the persons named in Item 2 regarding the
Lennar securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
<PAGE>
CUSIP NO. 526057104 13D PAGE 8 OF 8 PAGES
SIGNATURE
After reasonable inquiry and to the best of knowledge and belief, I
certify that the Information set forth in this statement is true, complete
and correct.
NOVEMBER 10, 1997
----------------------------------------
(Date)
/s/ STUART MILLER
----------------------------------------
Stuart Miller, as Trustee of L.M. GRAT
<PAGE>
