Filed Pursuant to Rule 424(b)(3)
Registration No. 333-56485
PROSPECTUS
1,463,148 Shares
LENNAR CORPORATION
COMMON STOCK
___________________
This Prospectus relates to shares of our Common Stock which the companies or
people described under "Selling Security Holders" may offer from time to time
on the New York Stock Exchange, where our Common Stock is listed, in other
markets where our Common Stock may be traded or in negotiated transactions, at
prices which are current when particular sales take place or at other prices to
which they agree. The respective Selling Security Holders will pay any
brokerage fees or commissions relating to sales by them. See "Method of Sale."
The Selling Security Holders received the shares to which this Prospectus
relates from us in a transaction by which we acquired the equity interests in a
group of property owning entities from the Selling Security Holders or from
limited liability companies, corporations or partnerships of which they were
members, shareholders, partners or employees or persons associated with them.
We will not receive any of the proceeds of sales by the Selling Security
Holders.
We are paying the costs of preparing and filing the Registration Statement
of which this Prospectus is a part.
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 date of this Prospectus is July 2, 1998
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WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION WHICH IS NOT CONTAINED IN THIS PROSPECTUS OR IN A DOCUMENT
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. IF ANYONE GIVES ANY
INFORMATION OR MAKES ANY REPRESENTATION WHICH IS NOT CONTAINED IN, OR
INCORPORATED INTO, THIS PROSPECTUS, YOU MUST NOT RELY UPON IT AS HAVING BEEN
AUTHORIZED BY US OR BY ANYONE ACTING ON OUR BEHALF. THIS PROSPECTUS IS NOT AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, OUR SECURITIES BY ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR THAT PERSON TO MAKE SUCH
AN OFFER OR SOLICITATION. NO MATTER WHEN YOU RECEIVE THIS PROSPECTUS OR
PURCHASE SECURITIES TO WHICH IT RELATES, YOU MUST NOT ASSUME IT IS CORRECT AT
ANY TIME AFTER ITS DATE.
_________________
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION............................ 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.. 3
THE COMPANY...................................... 3
USE OF PROCEEDS.................................. 4
SELLING SECURITY HOLDERS......................... 4
METHOD OF SALE................................... 4
SEC POSITION REGARDING INDEMNIFICATION........... 5
DESCRIPTION OF CAPITAL STOCK..................... 5
LEGAL MATTERS.................................... 6
EXPERTS.......................................... 6
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance with those
requirements, we file reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Those reports and proxy
statements and any other information we file with the Commission 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 the Regional Offices of the Commission located at 7 World
Trade Center, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of that information also
can be obtained from the Commission's Public Reference Section 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 registrants that file electronically with it.
The Commission's web site can be accessed at http://www.sec.gov. Our Common
Stock is listed on the New York Stock Exchange. Reports, proxy statements and
other information which we file with the Commission can be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
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We have filed with the Commission a Registration Statement on Form S-3 under
the Securities Act of 1933, as amended. This Prospectus is a part of that
Registration Statement. This Prospectus does not contain all the information
contained in the Registration Statement. The entire Registration Statement can
be inspected and copied at, or obtained from, the Commission or the New York
Stock Exchange in the manner described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We incorporate by reference into this Prospectus the following documents
which we previously filed with the Commission under the File Number 1-11749.
(a) Our Annual Report on Form 10-K for the fiscal year ended November 30,
1997.
(b) Our Quarterly Report on Form 10-Q for the fiscal quarter ended
February 28, 1998.
(c) All other reports we have filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, since November 30, 1997.
(d) The description of our Common Stock contained in our registration
statement under Section 12 of the Securities Exchange Act of 1934, as
amended, as that description has been altered by amendments or reports filed
for the purpose of updating that description.
When we file documents in accordance with Sections 13, 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, between the date of this
Prospectus and the time we file a post-effective amendment to the Registration
Statement of which this Prospectus is a part saying all the securities which
are the subject of that Registration Statement have been sold or deregistering
any securities which have not been sold, the documents we file will be
incorporated into this Prospectus and will be a part of it beginning on the
date the documents are filed. If any document which is filed changes anything
said in this Prospectus or in an earlier document which is incorporated into
this Prospectus, the later document will modify or supersede what is said in
this Prospectus or the earlier document.
We will provide without charge, at the written or oral request of anyone to
whom this Prospectus is delivered, copies of the documents incorporated by
reference in this Prospectus, other than exhibits to those documents which are
not specifically incorporated by reference. Requests should be directed to:
Lennar Corporation, 700 Northwest 107th Avenue, Miami, Florida 33172,
Attention: Director of Shareholder Relations (Telephone: (305) 559-4000).
THE COMPANY
We are engaged in homebuilding and related activities, primarily in Florida,
California, Texas, Arizona and Nevada. We are the surviving corporation of a
merger between Lennar Corporation and Pacific Greystone Corporation, which
became effective on October 31, 1997. Prior to October 31, 1997, we were also
engaged in real estate investment and management activities. However, on
October 31, 1997, we distributed to Lennar's stockholders all the shares of LNR
Property Corporation, the parent of the group of Lennar subsidiaries which
conducted real estate investment and management activities.
We and our predecessor have been building homes since 1954. We believe that
since 1986, we have each year delivered more homes in Florida than any other
homebuilder. We have been building homes in Arizona since 1972. We began
building homes in Texas in 1991 and in 1996 we entered the California
homebuilding market. Pacific Greystone had been building homes in California
since 1992. We have entered into, or agreed to enter into, several
transactions in addition to the Pacific Greystone merger, which substantially
increase our inventory of California homebuilding sites.
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We provide conventional, FHA-insured and VA-guaranteed mortgage loans to
buyers of our homes and others from offices in Florida, California, Arizona,
Texas, North Carolina and Maryland. We also arrange and provide title
insurance for, and closing services to, buyers of our homes and others. In
addition, we provide cable television, alarm monitoring and telephone services
to residents of some of our communities and we may provide those services to
residents of communities built by others.
Our principal executive offices are located at 700 Northwest 107th Avenue,
Miami, Florida, 33172 (Telephone No. (305) 559-4000).
USE OF PROCEEDS
We will not receive any of the proceeds of sales of Common Stock by Selling
Security Holders.
SELLING SECURITY HOLDERS
This Prospectus relates to possible sales by the following Selling Security
Holders:
SHARES OWNED AND
NAME WHICH MAY BE SOLD
____ _________________
Werner K. Paulus 518,592
Lloyd W. Born 191,461
Tricontinental Capital II Limited Partnership 21,340
R. Lawrence Olin 34,700
Richard Hauser 8,100
Jeff Jameson 3,240
Timothy D. England 2,430
Polygon Financial Partners 683,285
_________
TOTAL 1,463,148
In each instance, the shares which may be sold are the only shares of our
stock which the Selling Security Holder owns on the date of this Prospectus.
Under certain circumstances, the Selling Security Holders may receive
additional shares of Common Stock as a result of the transaction in which they
received the shares listed above. If the Selling Security Holders receive
additional shares, we will file a Prospectus Supplement which revises the list
of Shares Owned and Which May Be Sold to include those additional shares.
METHOD OF SALE
Selling Security Holders may sell Common Stock to which this Prospectus
relates on the New York Stock Exchange, where the Company's Common Stock is
listed for trading, in other markets where the Company's Common Stock is
traded, or in negotiated transactions. They will sell the Common Stock at
prices which are current when the sales take place or at other prices to which
they agree. Selling Security Holders may pay brokers' commissions in
connection with sales of Common Stock to which this Prospectus relates. Some
sales may involve shares in which Selling Security Holders have granted
security interests and which are being sold because of foreclosure of those
security interests. There is no present plan of distribution.
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SEC POSITION REGARDING INDEMNIFICATION
Our by-laws provide 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, our best interests and in
which, with respect to criminal proceedings, they had no reasonable cause to
believe their conduct was unlawful.
We have been informed that in the opinion of the Securities and Exchange
Commission, if the provisions described above permit directors, officers or
persons who control us to be indemnified for liabilities arising under the
Securities Act of 1933, that indemnification is against public policy as
expressed in that Act and is therefore unenforceable.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock is 100,000,000 shares of Common Stock, $.10 par
value, 30,000,000 shares of Class B Common Stock, $.10 par value, and 500,000
shares of Preferred Stock, $10 par value. At February 28, 1998, 43,503,594
shares of Common Stock and 9,918,631 shares of Class B Common Stock were
outstanding.
PREFERRED STOCK
The Preferred Stock may be issued in series with any rights and preferences
which may be authorized by our Board of Directors.
COMMON STOCK
All the outstanding shares of our Common Stock are fully paid and
nonassessable and entitled to participate equally and ratably in dividends and
in distributions available for the Common Stock on liquidation. Each share is
entitled to one vote for the election of directors and upon all other matters
on which the common stockholders vote. Holders of Common Stock are not
entitled to cumulative votes in the election of directors.
The transfer agent and registrar for our Common Stock is Boston Equiserve
L.P., Canton, Massachusetts.
CLASS B COMMON STOCK
Our Class B Common Stock is identical in every respect with the Common
Stock, except that (a) each share of Class B Common Stock is entitled to ten
votes on each matter submitted to the vote of the common stockholders, while
each share of Common Stock is entitled to only one vote on each matter
submitted to the vote of the common stockholders, (b) the cash dividends, if
any, paid with regard to a share of Class B Common Stock in a year cannot be
more than 90% of the cash dividends, if any, paid with regard to a share of
Common Stock in that year, (c) Class B Common Stock cannot be transferred,
except to a limited group of Permitted Transferees (primarily close relatives
of the Class B stockholder, fiduciaries for the Class B stockholder or for
close relatives, and entities of which the Class B stockholder or close
relatives are majority owners), (d) Class B Common Stock may at any time be
converted into Common Stock, but Common Stock may not be converted into Class B
Common Stock, (e) amendments to provisions of the Company's Certificate of
Incorporation relating to the Common Stock or the Class B Common Stock, and
mergers or similar transactions in which the holders of Class B Common Stock
receive something different from what holders of Common Stock receive, require
the approval of a majority of the shares of Common Stock which are voted with
regard to them (as well as a majority in voting power of all the outstanding
Common Stock and Class B Common Stock combined), and (f) under Delaware law,
certain matters affecting the rights of holders of Class B Common Stock may
require approval of the holders of the Class B Common Stock voting as a
separate class.
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Leonard Miller, our Chairman of the Board, currently owns, through two
limited partnerships of which a corporation he owns is the sole general
partner, 9,897,930 shares of Class B Common Stock, which is 99.6% of the
outstanding Class B Common Stock and 18.6% of the outstanding common stock of
both classes. Mr. Miller's Class B Common Stock gives him 69.4% of the total
votes which can be cast by the holders of both classes of Common Stock. Even
if Mr. Miller converted 4,581,558 shares of Class B Common Stock into Common
Stock and sold that Common Stock, thereby reducing his holdings to 10% of the
total common stock of both classes, Mr. Miller would be entitled to cast more
than 50% of the votes. Mr. Miller has no current intention to convert any
Class B Common Stock into Common Stock, or to sell any Common Stock, although,
he has the right to do so at any time.
The existence of Class B Common Stock, which has substantially greater
voting rights than the Common Stock, probably would discourage non-negotiated
tender offers or other types of non-negotiated takeovers, if any were
contemplated. Mr. Miller's ownership of Class B Common Stock would make it
impossible for anyone to acquire shares which have voting control of the
Company as long as Mr. Miller's Class B Common Stock represents at least 9.6%
of the combined common stock of both classes and the total outstanding Class B
Common Stock is at least 10% of the combined common stock of both classes (if
at any time the outstanding shares of Class B Common Stock are less than 10% of
the outstanding shares of both classes of common stock taken together, the
Class B Common Stock will automatically be converted into Common Stock).
However, because Mr. Miller owns 99.6% of the outstanding Class B Common Stock,
at the current level of outstanding Common Stock, in order for the Class B
Common Stock to be at least 10% of the outstanding shares of both classes of
common stock, Mr. Miller's Class B Common Stock would be at least 9.93% of the
common stock of both classes.
LEGAL MATTERS
The validity of the securities offered by this Prospectus will be passed
upon for the Company by Rogers & Wells LLP, 200 Park Avenue, New York, New York
10166.
EXPERTS
The consolidated financial statements and the related financial statement
schedules of Lennar Corporation and subsidiaries incorporated by reference
herein and elsewhere in the Registration Statement from Lennar's Annual Report
on Form 10-K for the fiscal year ended November 30, 1997, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated by reference herein, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
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