FILE NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LENNAR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 59-1281887
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
700 NORTHWEST 107TH AVENUE
MIAMI, FLORIDA 33172
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
LENNAR CORPORATION 1991 STOCK OPTION PLAN
(FULL TITLE OF PLAN)
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STUART A. MILLER
LENNAR CORPORATION
700 NORTHWEST 107TH AVENUE
MIAMI, FLORIDA 33172
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (305) 559-4000
COPIES TO:
DAVID W. BERNSTEIN, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share(a) Offering Price{*} Fee
<S> <C> <C> <C> <C>
Common Stock, par
value $.10 per share 2,396,778 $16.49875 $39,543,841 $11,983
</TABLE>
{* }Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), on the basis of the average of the high and low
prices of Registrant's Common Stock reported in the consolidated
reporting system on the New York Stock Exchange Composite Tape on
November 3, 1997
<PAGE>
PART 1
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the Rules under the Securities Act of 1933, as amended, the
information required by Part I of Form S-8 is included in a Booklet dated
November 1997 distributed to the employees of Lennar Corporation who held
options granted under the Lennar Corporation 1991 Stock Option Plan. The
Booklet, together with the documents incorporated by reference pursuant to Item
3 of Part II of this Registration Statement, constitute a Section 10(a)
Prospectus.
<PAGE>
PROSPECTUS FOR RESALES
The material which follows, up to but not including the page beginning
Part II of this Registration Statement, constitutes a prospectus, prepared on
Form S-3, in accordance with General Instruction C to Form S-8, to be used in
connection with resales of securities acquired under the Lennar Corporation
1991 Stock Option Plan by affiliates of Lennar Corporation, as defined in Rule
405 under the Securities Act of 1933, as amended.
<PAGE>
PROSPECTUS
2,396,778 shares
LENNAR CORPORATION
COMMON STOCK
(Par Value $.10 per share)
The shares of Common Stock of Lennar Corporation (the "Company") to which
this Prospectus relates may be offered from time to time by the people
described under "Selling Security Holders" on the New York Stock Exchange,
where the Company's Common Stock is listed, on any other securities exchanges
on which the Common Stock may be traded, in the over-the-counter market or in
negotiated transactions, at prices and on terms then available. The respective
Selling Security Holders will pay any brokerage fees or commissions relating to
sales by them. See "Method of Sale." The Company will receive no part of the
proceeds of any such sales. The principal executive office of the Company is
located at 700 Northwest 107th Avenue, Miami, Florida 33172 (Telephone No.
(305) 559-4000).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The expenses of preparing and filing the Registration Statement of which
this Prospectus is a part are being borne by the Company.
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The date of this Prospectus is November 5, 1997
<PAGE>
TABLE OF CONTENTS
PAGE
Incorporation by Reference ................................................. 2
Available Information....................................................... 2
Selling Security Holders ................................................... 3
Method of Sale.............................................................. 3
SEC Position Regarding Indemnification...................................... 3
INCORPORATION BY REFERENCE
The Company incorporates by reference into this Prospectus the following
documents previously filed by Pacific Greystone Corporation ("Greystone") with
the Securities and Exchange Commission: (a) Greystone's Annual Report on Form
10-K for the year ended December 31, 1996, as amended by a Form 10-K/A dated
September 26, 1997, (b) all other reports filed by Greystone pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended,
since December 31, 1996, (c) the description of Greystone's Common Stock
contained in Greystone's registration statement under Section 12 of the
Securities Exchange Act relating to Greystone's Common Stock, including any
amendment or report filed for the purpose of updating that description and (d)
Greystone's Registration Statement on Form S-4 containing the Joint Proxy
Statement/Prospectus regarding the merger of the Company with and into
Greystone pursuant to the Plan and Agreement of Merger dated June 10, 1997.
The Company incorporates by reference into this Prospectus the following
documents previously filed by Lennar Corporation ("Lennar") with the Securities
and Exchange Commission: (a) Lennar's Annual Report on Form 10-K for the year
ended November 30, 1996, as amended by a Form 10-K/A dated September 26, 1997,
(b) all other reports filed by Lennar pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since November 30, 1996, (c)
Lennar's Proxy Statement on Schedule 14A, dated September 30, 1997. All
documents subsequently filed by the Company pursuant to Sections 13, 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference in this Prospectus and to be a part of it from the
date of filing of those documents. Copies of all documents which are
incorporated by reference will be provided without charge to anyone to whom
this prospectus is delivered upon a written or oral request to Lennar
Corporation, 700 N.W. 107th Avenue, Miami, Florida 33172, Attention: Financial
Vice President, telephone number (305) 559-4000.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, and in accordance with that Act files reports
and other information with the Securities and Exchange Commission. All
reports, proxy statements and other information filed with the Securities and
Exchange Commission by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at Regional Offices
of the Commission located at 7 World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a web site that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission. The Commissions web site
<PAGE>
can be accessed at http://www.sec.gov. Reports, proxy statements and other
information filed by the Company can be inspected at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
SELLING SECURITY HOLDERS
This Prospectus relates to possible sales by officers and directors of
the Company of shares they acquire or acquired through exercise of options
granted under the Company's 1991 Stock Option Plan. The names of the people
who may be Selling Security Holders from time to time are not known by the
Company at this time. The names of those people, along with the number of
shares of Common Stock owned, and the number of shares which may be sold, by
each of those people from time to time will be contained in supplements to this
Prospectus, which will be filed with the Securities and Exchange Commission in
accordance with Rule 424(b) under the Securities Act of 1933, as amended.
METHOD OF SALE
Sales of the shares offered by this Prospectus will be made on the New
York Stock Exchange, where the Company's Common Stock is listed for trading, or
in other markets where the Company's Common Stock is traded, or in negotiated
transactions. Sales will be at prices current when the sales take place.
Sales may involve payment of brokers' commissions by Selling Security Holders.
There is no present plan of distribution.
SEC POSITION REGARDING INDEMNIFICATION
The Company's certificate of incorporation provides for indemnification
of officers and directors, among other things, in instances in which they acted
in good faith and in a manner they reasonably believed to be in, or not opposed
to, the best interests of the Company and in which, with respect to criminal
proceedings, they had no reasonable cause to believe their conduct was
unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company under the provisions described above, the Company has been informed
that in the opinion of the Securities and Exchange Commission that
indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
<PAGE>
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Pacific Greystone
Corporation ("Greystone") with the Securities and Exchange Commission under the
File Number 1-11749 are incorporated by reference in this Registration
Statement:
(a) Greystone's Annual Report on Form 10-K for the year ended December
31, 1996, as amended by the Form 10-K/A dated September 26, 1997.
(b) All other reports filed by Greystone pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended since December 31,
1996.
(c) The description of Greystone's Common Stock contained in
Greystone's registration statement under Section 12 of the Securities Exchange
Act relating to Greystone's Common Stock, including any amendment or report
filed for the purpose of updating that description.
(d) Greystone's Registration Statement on Form S-4 containing the Joint
Proxy Statement/Prospectus regarding the merger of the Company with and into
Greystone pursuant to the Plan and Agreement of Merger dated June 10, 1997.
The following documents previously filed by Lennar Corporation
("Lennar") with the Securities and Exchange Commission under the File Number 1-
6643 are incorporated by reference in this Registration Statement:
(a) The Annual Report of Lennar on Form 10-K for the year ended
November 30, 1996, as amended by a Form 10-K/A dated September 26, 1997.
(b) All other reports filed by Lennar pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended since November 30,
1996.
(c) The Proxy Statement of Lennar on Schedule 14A, dated September 30,
1997.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, will be deemed incorporated by reference in this Registration
Statement and to be part of it from the date of filing of those documents.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant's certificate of incorporation provides for
indemnification of directors and officers, among other things, in
instances in which they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests
of the Company, and in which, with respect to criminal proceedings,
they had no reason to believe that conduct was unlawful.
<PAGE>
Directors and officers may also be entitled in additional
indemnification under Section 145 of the General Corporation Law of
Delaware.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The following documents are filed with or incorporated by reference
in this Registration Statement:
Exhibit 5. Opinion of Rogers & Wells.
Exhibit 24. Consents of Experts and Counsel.
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 15, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Miami and State of Florida on this 4th day of
November, 1997.
LENNAR CORPORATION
By: STUART A. MILLER
--------------------------------------
Stuart A. Miller
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stuart A. Miller, Cory J. Boydston and Irving
Bolotin, and each of them, as his true and lawful attorney-in-fact and agent,
with sole power of substitution, to sign for him and in his name, in any and
all capacities, all amendments (including post-effective amendments) to the
Registration Statement to which this power of attorney is attached, and to file
all such amendments and all exhibits to them and other documents to be filed in
connection with them, with the Securities and Exchange Commission.
--------------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
STUART A. MILLER President, Chief Executive Officer, and November 4, 1997
----------------------------
Stuart A. Miller Director (Principal Executive Officer)
CORY J. BOYDSTON Vice President -- Finance November 4, 1997
----------------------------
Cory J. Boydston (Principal Financial Officer)
DIANE BESSETTE Controller November 4, 1997
----------------------------
Diane Bessette (Principal Accounting Officer)
LEONARD MILLER Director November 4, 1997
----------------------------
Leonard Miller
IRVING BOLOTIN Director November 4, 1997
----------------------------
Irving Bolotin
CHARLES I. BABCOCK, JR. Director November 4, 1997
----------------------------
Charles I. Babcock, Jr.
______________________________ Director November , 1997
Sidney Lapidus
______________________________ Director November , 1997
Reuben S. Leibowitz
STEVEN J. SAIONTZ Director November 4, 1997
----------------------------
Steven J. Saiontz
ARNOLD P. ROSEN Director November 4, 1997
----------------------------
Arnold P. Rosen
</TABLE>
<PAGE>
EXHIBIT INDEX
Page in Sequential
EXHIBIT NUMBERING SYSTEM
Exhibit 5. Opinion of Rogers & Wells...................................... 12
Exhibit 24. Consents of Experts and Counsel
(i) Rogers & Wells (attorneys) included
in Exhibit 5
(ii) Deloitte & Touche LLP (accountants)...................... 13
Exhibit 25. Power of Attorney - on signature pages
<PAGE>
EXHIBIT 5
ROGERS & WELLS LETTERHEAD
November 4, 1997
Lennar Corporation
700 Northwest 107th Avenue
Miami, Florida 33172
Dear Sirs:
We have acted as counsel to Lennar Corporation (the "Company") in
connection with the issuance of 275,650 shares (the "Issued Shares"), and the
proposed issuance of up to 2,121,128 shares (the "Option Shares" and together
with the Issued Shares, the "Shares") of common stock, par value $.10 per
share, of the Company upon exercise of options granted under the Company's 1991
Stock Option Plan. In that capacity, we are familiar with the proceedings,
corporate and other, relating to the authorization of the issuance of the
Shares.
Based upon the foregoing, and such other examination of law and
fact as we have deemed necessary, we are of the opinion that the Issued Shares
are, and when issued and paid for upon exercise of options granted under the
Company's 1991 Stock Option Plan, the Option Shares will be, legally issued,
fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to a
registration statement on Form S-8 relating to the Shares.
Very truly yours,
ROGERS & WELLS
<PAGE>
EXHIBIT 24(II)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Lennar Corporation on Form S-8 of our report dated January 16, 1997, appearing
in the Annual Report on Form 10-K, as amended by Form 10-K/A dated September
26, 1997, of Lennar Corporation for the year ended November 30, 1996.
Deloitte & Touche LLP
Miami, Florida
November 3, 1997
<PAGE>
