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Registration No. 333-45527
Filed Pursuant to rule 424(b)(2)
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 12, 1998)
March 26, 1998
A MAXIMUM OF 4,500,000 SHARES
LENNAR CORPORATION
COMMON STOCK
Lennar Corporation (the "Company") is offering to or through HSBC James
Capel Canada, Inc., shares of the Company's Common Stock with an aggregate sale
price not in excess of $120,000,000 at sale prices equal to 98% of the average
of the high and low daily prices of the Common Stock on the New York Stock
Exchange from time to time. See "Plan of Distribution." If HSBC resells shares
it purchases from the Company, it may be deemed to be an underwiter with regard
to the shares which it resells. The Company has agreed to indemnify HSBC
against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
On March 24, 1998, the high and low prices of the Common Stock in
composite trading reported on the New York Stock Exchange were $31.125 and
$29.875 per share, respectively, and the average of those high and low prices
was $30.50 per share. If the Company sold at that average price shares having a
total sale price of $120,000,000, the Company would sell 3,934,426 shares of
Common Stock. The actual number of shares which will be sold as a result of the
offering to which this Prospectus Supplement relates will depend upon the total
amount for which the Company elects to sell shares under the arrangement
described under "Plan of Distribution" and the actual price at which the shares
are sold. The Company will in no event sell more than 4,500,000 shares as a
result of the offering to which this Prospectus Supplement relates.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________
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USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered by this
Prospectus Supplement will be added to the Company's working capital and used
for general corporate purposes.
PLAN OF DISTRIBUTION
HSBC James Capel Canada, Inc. has agreed to purchase from time to time
Common Stock with a total sale price of up to $120,000,000. The Company will
specify, prior to the beginning of a month, the maximum total sale price, and
the minimum per share sale price, of the shares, if any, it will sell during
that month. The maximum total sale price for a month will be allocated equally
among some or all of the New York Stock Exchange trading days during the month.
At the end of the month, the Company will sell shares to HSBC James Capel
Canada, priced as though the Company had sold to HSBC James Capel Canada on
each trading day (or each of a number of specified trading days) during the
month, for a per share price equal to 98% of the average of the high and low
prices of the Common Stock on that day in composite trading reported on the New
York Stock Exchange, a number of shares with a total sale price equal to the
portion of the maximum total sale price for the month allocated to a trading
day, except that the number of shares with regard to a trading day on which the
per share sale price would be less than the minimum specified by the Company
will be zero. The minimum price element of the formula could cause the total
amount for which the Company sells shares at the end of a month to be less than
the maximum total sale price for the month specified by the Company.
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LENNAR CORPORATION
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT SECURITIES
AND
WARRANTS
___________________
Lennar Corporation (the "Company") may from time to time offer its
Common Stock, Preferred Stock (which may be issued in one or more series),
depositary shares representing shares of Preferred Stock ("Depositary Shares"),
Debt Securities (which may be issued in one or more series) or Warrants
entitling the holders to purchase Common Stock, Preferred Stock, Depositary
Shares or Debt Securities (together "Securities") at an aggregate initial
offering price which will not exceed $500,000,000. Securities may be offered
from time to time in amounts, at prices and on terms which will be determined at
the time of sale. Offerings may be of particular Securities or of units
consisting of two or more types of Securities. The Company may sell Securities
to or through underwriters, through agents or directly to purchasers.
The terms of particular Securities offered by the Company will be
described in a Prospectus Supplement which will accompany this Prospectus, and
may be described in a term sheet which precedes the Prospectus Supplement. A
Prospectus Supplement relating to a series of Preferred Stock will describe, to
the extent applicable, its title, the maximum number of shares, the liquidation
preference per share, dividend rights (which may be fixed or participating and
may be cumulative or non-cumulative), voting rights, conversion rights,
redemption provisions and sinking fund or purchase fund requirements, as well as
any other material terms. A Prospectus Supplement relating to Depositary Shares
will describe, to the extent applicable, the fractional share of Preferred Stock
represented by each Depositary Share. A Prospectus Supplement relating to a
series of Debt Securities will describe, to the extent applicable, its title,
the maximum aggregate principal amount, its maturity, the interest rate (which
may be fixed or variable), the currency of payment, the interest payment dates,
conversion rights, redemption provisions and sinking fund or purchase fund
requirements, as well as any other material terms. A Prospectus Supplement
relating to an issue of Warrants will describe the Securities which can be
purchased by exercise of the Warrants, the exercise price of the Warrants (which
may be wholly or partly consideration other than cash) and the period during
which the Warrants can be exercised, as well as any other material terms.
Each Prospectus Supplement will also contain the names of the
underwriters or agents, if any, through which the Securities to which it relates
will be sold, the proposed amounts, if any, to be purchased by underwriters, and
the compensation, if any, of those underwriters or agents, the initial public
offering price, information about securities exchanges or automated quotation
systems on which the Securities will be listed or traded and any other material
information about the offering and sale of the Securities.
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 February 12, 1998
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NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE APPLICABLE PROSPECTUS SUPPLEMENT. IF GIVEN OR MADE, THAT INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR BY ANY AGENT, UNDERWRITER OR DEALER. THIS PROSPECTUS DOES NOT, AND NO
PROSPECTUS SUPPLEMENT WILL, CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR THAT
PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE OF SECURITIES WILL, UNDER
ANY CIRCUMSTANCES, IMPLY THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS CORRECT AT ANY TIME AFTER ITS DATE.
___________________
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION .................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE .......................... 3
THE COMPANY .............................................................. 4
USE OF PROCEEDS .......................................................... 4
RATIO OF EARNINGS TO FIXED CHARGES ....................................... 5
DESCRIPTION OF DEBT SECURITIES ........................................... 5
DESCRIPTION OF WARRANTS .................................................. 7
DESCRIPTION OF CAPITAL STOCK ............................................. 8
DESCRIPTION OF DEPOSITARY SHARES ......................................... 9
LEGAL MATTERS ............................................................ 11
EXPERTS .................................................................. 11
AVAILABLE INFORMATION
Lennar Corporation ("Lennar" or the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The reports, proxy statements and other information filed by
the Company 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 such information also 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 registrants
that file electronically with the Commission. The Commission's web site can be
accessed at http://www.sec.gov. The Common Stock of the Company is listed on the
New York Stock Exchange. Reports,
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proxy statements and other information filed by the Company can be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with any amendments or supplements, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
of which this Prospectus is a part. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement, which may
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
The Company is the surviving corporation of a merger of Lennar and
Pacific Greystone Corporation ("Greystone") which became effective on October
31, 1997.
The following documents previously filed by Greystone with the
Commission under the File Number 1-11749 (unless otherwise indicated) are
incorporated by reference in this Prospectus:
(a) Greystone's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, as amended by a Form 10-K/A dated September
26, 1997;
(b) Greystone's Quarterly Reports on Form 10-Q for the
calendar quarters ended March 31, 1997, as amended by a Form 10-Q/A
dated September 26, 1997, June 30, 1997, as amended by a Form 10-Q/A
dated September 26, 1997, and September 30, 1997;
(c) Greystone's Current Report on Form 8-K, dated June 17,
1997;
(d) Greystone's Registration Statement on Form S-4 under the
Securities Act, File Number 333-35671; and
(e) the description of Greystone's common stock contained in
Greystone's Registration Statement on Form 8-A, dated May 20, 1996.
The following documents previously filed by Lennar with the Commission
under the File Number 1-6643 are incorporated by reference in this Prospectus:
(a) Lennar's Annual Report on Form 10-K for the fiscal year
ended November 30, 1996 as amended by a Form 10-K/A dated September 26,
1997; and
(b) Lennar's Quarterly Reports on Form 10-Q for the quarters
ended February 28, 1997, May 31, 1997 and August 31, 1997.
The following documents previously filed by the Company with the
Commission under the File Number 1-11749 are incorporated by reference in this
Prospectus:
(a) the Company's Report on Form 8-K filed on November 17,
1997; and
(b) the Company's Report on Form 8-K filed on December 18,
1997.
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All documents and reports filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering made by this Prospectus will be
deemed to be incorporated by reference in this Prospectus and to be a part of
this Prospectus from the dates they are filed. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Prospectus will be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or in any
subsequently filed document which also is or is deemed to be incorporated by
reference in this Prospectus modifies or supersedes the statement in the earlier
document.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy 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
The Company is engaged in homebuilding and related activities,
primarily in Florida, California, Texas, Arizona and Nevada. It is 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, Lennar also was engaged in real estate investment and management
activities. However, on October 31, 1997, Lennar distributed to its stockholders
all the shares of LNR Property Corporation, the parent of the group of Lennar
subsidiaries which conducted real estate investment and management activities.
Lennar Corporation and its predecessor had been building homes since
1954. The Company believes that since 1986, Lennar each year delivered more
homes in Florida than any other homebuilder. Lennar had been building homes in
Arizona since 1972. It began building homes in Texas in 1991 and in 1996 it
entered the California homebuilding market. By the time of the merger, Lennar
had constructed and sold over 130,000 homes.
Through financial services subsidiaries, Lennar provided (and the
Company continues to provide) conventional, FHA-insured and VA-guaranteed
mortgage loans to buyers of Lennar's homes and others from offices in Florida,
California, Arizona, Texas, North Carolina and Maryland. In 1996, loans to
buyers of Lennar's homes represented approximately one-third of Lennar's $527
million of residential loan originations. Lennar also arranged and provided (and
the Company continues to arrange and provide) title insurance for, and closing
services to, buyers of its homes and others. During 1996, Lennar formed a
subsidiary (which now is a subsidiary of the Company) to provide cable
television, alarm monitoring and telephone services to residents of Lennar
communities and possibly others.
Greystone was a regional builder of high quality, single family homes
primarily targeted to first-time and move-up homebuyers in infill and emerging
markets located throughout northern and southern California, as well as in the
Las Vegas and Phoenix areas. Greystone offered mortgage brokerage services
exclusively to its customers in most of its markets. It did not originate, fund
or service loans.
USE OF PROCEEDS
Except as may be set forth in the accompanying Prospectus Supplement,
the net proceeds from the sale of Securities will be applied by the Company for
general corporate purposes, which may include the repayment of indebtedness
outstanding from time to time, acquisitions and other general corporate
purposes.
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RATIO OF EARNINGS TO FIXED CHARGES
The Company's ratios of earnings to fixed charges for the nine months
ended August 31, 1997 and for the years ended November 30, 1992 through 1996
(which are the historical amounts for Lennar before its merger with Pacific
Greystone and before the distribution to its stockholders of the subsidiaries
which conducted its real estate investment and management activities), were as
follows:
<TABLE>
<CAPTION>
Nine Months Ended Years Ended November 30,
---------------------------------------------------
August 31, 1997 1996 1995 1994 1993 1992
--------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges(1) 3.2x 3.7x 3.7x 3.8x 3.3x 2.1x
Ratio of earnings to fixed charges 3.3x 3.9x 4.2x 4.9x 4.9x 3.4x
(excluding limited purpose finance
subsidiaries)(1)
</TABLE>
(1) For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consist of income before income taxes and cumulative effect
of changes in accounting principles plus "fixed charges." "Fixed
charges" consist of interest on all indebtedness (neither the Company
nor any of its subsidiaries has any material original issue discount or
capitalized lease obligations).
There was no Preferred Stock outstanding for any of the periods shown
above. Accordingly, the ratio of earnings to combined fixed charges and
Preferred Stock dividends is identical to the ratio of earnings to fixed
charges.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an Indenture (the "Indenture")
dated as of December 31, 1997 between the Company and The First National Bank of
Chicago, as Trustee (the "Trustee"). The following statements are subject to the
detailed provisions of the Indenture and are qualified in their entirety by
reference to the Indenture, a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part and is also available
for inspection at the office of the Trustee. All references to "Section,"
"Article" or "Paragraph" in this section refer to the applicable Section or
Article of the Indenture or the applicable Paragraph in the form of Debenture
included in the Indenture, as the case may be.
GENERAL
The Debt Securities will be direct, unsecured obligations of the
Company and will rank equally with all other unsecured and unsubordinated
indebtedness of the Company. The Indenture does not limit the principal amount
of Debt Securities that may be issued. The Debt Securities may be issued in one
or more series. Specific terms of each series of Debt Securities will be
contained in a supplemental indenture relating to that series. There will be
Prospectus Supplements relating to particular series of Debt Securities. Each
Prospectus Supplement will describe, as to the Debt Securities to which it
relates: (i) the title of the Debt Securities; (ii) any limit upon the aggregate
principal amount of a series of Debt Securities which may be issued; (iii) the
date or dates on which principal of the Debt Securities will be payable and the
amount of principal which will be payable; (iv) the rate or rates (which may be
fixed or variable) at which the Debt Securities will bear interest, if any, as
well as the dates from which interest will accrue, the dates on which interest
will be payable, the persons to whom interest will be payable, if other than the
registered holders on the record date and the record date for the interest
payable on any payment date; (v) the currency or currencies in which principal,
premium, if any, and interest, if any, will be paid; (vi) the place or places
where principal, premium, if any, and interest, if any, on the Debt Securities
will be payable and where Debt Securities which are in registered form can be
presented for registration of transfer or exchange; (vii) any provisions
regarding the right of the Company to
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redeem Debt Securities or of holders to require the Company to redeem Debt
Securities; (viii) the right, if any, of holders of the Debt Securities to
convert them into Common Stock or other Securities of the Company, including any
provisions intended to prevent dilution of the conversion rights or otherwise;
(ix) any provisions by which the Company will be required or permitted to make
payments to a sinking fund which will be used to redeem Debt Securities or a
purchase fund which will be used to purchase Debt Securities; (x) any index or
formula used to determine the required payments of principal, premium, if any,
or interest; (xi) the percentage of the principal amount of the Debt Securities
which is payable if maturity of the Debt Securities is accelerated because of a
default; (xii) any special or modified Events of Default or covenants with
respect to the Debt Securities; and (xiii) any other material terms of the Debt
Securities.
The Indenture does not contain any restrictions on the payment of
dividends or the repurchase of securities of the Company or any financial
covenants. However, supplemental indentures relating to particular series of
Debt Securities may contain provisions of that type.
Debt Securities may be issued at a discount from their stated principal
amount. Federal income tax considerations and other special considerations
applicable to a Debt Security issued with original issue discount may be
described in the Prospectus Supplement relating to that Debt Security.
If the principal of, premium, if any, or interest with regard to any
series of Debt Securities is payable in a foreign currency, any restrictions on
conversion, tax consideration or other material restrictions with respect to
that issue of Debt Securities will be described in the Prospectus Supplement
relating to those Debt Securities.
FORM OF DEBT SECURITIES
Debt Securities may be certificated or uncertificated and may be issued
in registered form with or without coupons or in bearer form with coupons, if
applicable.
Debt Securities of a series may be evidenced by one or more global
certificates, which will be in denominations equal to all or a portion of the
aggregate principal amount of the Debt Securities of that series. The global
certificates may be deposited with depositaries and may be subject to
restrictions upon transfer or upon exchange for Debt Securities in individually
certificated form.
EVENTS OF DEFAULT AND REMEDIES
An Event of Default with respect to the Debt Securities of any series
("Series Debt") is defined in the Indenture as being a default in payment of the
principal of or premium, if any, on any of the Series Debt; default for 30 days
(or another period specified in a Supplemental Indenture, which may be no
period) in payment of any installment of interest on the Series Debt; default by
the Company for 60 days after notice in the observance or performance of any
other covenants in the Indenture and certain events involving bankruptcy,
insolvency or reorganization of the Company (Section 6.01). The Indenture
provides that the Trustee may withhold notice to the holders of Series Debt of
any default (except a default in payment of principal, premium, if any, or
interest, if any, with respect to the Series Debt) if the Trustee considers it
in the interest of the holders of the Series Debt to do so (Section 7.05).
The Indenture provides that if any Event of Default has occurred and is
continuing, the Trustee or the holders of not less than 25% in principal amount
of the Series Debt then outstanding may declare the principal of and accrued
interest, if any, on all the Series Debt to be due and payable immediately.
However, if the Company cures all defaults (except the failure to pay principal,
premium or interest which became due solely because of the acceleration) and
certain other conditions are met, that declaration may be annulled and past
defaults may be waived by the holders of a majority in principal amount of the
Series Debt then outstanding (Section 6.02).
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The holders of a majority in principal amount of the Series Debt then
outstanding will have the right to direct the time, method and place of
conducting any proceedings for any remedy available to the Trustee, subject to
certain limitations specified in the Indenture (Section 6.05).
Any additional Events of Default with respect to any series of Debt
Securities, and any variations from the Events of Default described above, which
apply to any series of Debt Securities, will be described in a Prospectus
Supplement.
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the
Trustee, (a) with the consent of the holders of not less than a majority in
principal amount of the Debt Securities at the time outstanding, to modify the
Indenture or any supplemental indenture or the rights of the holders of the Debt
Securities generally, and (b) with the consent of the holders of not less than a
majority in principal amount of any Series Debt, to modify any supplemental
indenture relating solely to that Series Debt or the rights of the holders of
that Series Debt, except that no modification may (i) extend the fixed maturity
of any Debt Securities, reduce the rate or extend the time for payment of
interest on any Debt Securities, reduce the principal amount of any Debt
Securities or premium, if any, on Debt Securities, impair or affect the right of
a holder to institute suit for the payment of principal, premium, if any, or
interest, if any, change the currency in which any Debt Securities are payable
or impair the right, if any, to convert any Debt Securities into Common Stock or
other securities of the Company, without the consent of each holder of Debt
Securities who will be affected, or (ii) reduce the percentage of Debt
Securities or Series Debt required to consent to an amendment, supplement or
waiver, without the consent of the holders of all the then outstanding Debt
Securities or of the Series Debt which will be affected (Section 9.02).
MERGERS AND OTHER TRANSACTIONS
The Company may not consolidate with or merge into any other
corporation, or transfer or lease its properties and assets substantially as an
entirety to another person unless (i) the corporation formed by the
consolidation or into which the Company is merged, or which acquires or leases
the properties and assets of the Company substantially as an entirety, assumes
by a supplemental indenture the Company's obligations with regard to outstanding
Debt Securities and the other covenants of the Company under the Indenture, and
(ii) immediately after giving effect to the transaction no Event of Default, and
no event which would become an Event of Default, will have occurred and be
continuing.
CONCERNING THE TRUSTEE
The First National Bank of Chicago, the Trustee under the Indenture,
provides, and may continue to provide, banking services to the Company in the
ordinary course of its business.
GOVERNING LAW
The Indenture, each Supplemental Indenture, and the Debt Securities
will be governed by, and construed in accordance with, the laws of the State of
New York (Section 12.09).
DESCRIPTION OF WARRANTS
Each issue of Warrants will be the subject of an agreement (a "Warrant
Agreement") which will contain the terms of the Warrants. There will be a
Prospectus Supplement with regard to each issue of Warrants. Each Prospectus
Supplement will describe, as to the Warrants to which it relates: (i) the
securities which may be purchased by exercising the Warrants (which may be
Common Stock, Preferred Stock, Debt Securities,
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Depositary Shares or units consisting of two or more of those types of
Securities); (ii) the exercise price of the Warrants (which may be wholly or
partly payable in cash or wholly or partly payable with other types of
consideration); (iii) the period during which the Warrants may be exercised;
(iv) any provision adjusting the Securities which may be purchased on exercise
of the Warrants and the exercise price of the Warrants in order to prevent
dilution or otherwise; (v) the place or places where Warrants can be presented
for exercise or for registration of transfer or exchange; and (vi) any other
material terms of the Warrants.
DESCRIPTION OF CAPITAL STOCK
The Company's 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 November 30,
1997, 43,227,081 shares of Common Stock and 9,936,631 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 the Company's Board of Directors. There
will be Prospectus Supplements relating to particular series of Preferred Stock.
Each Prospectus Supplement will describe, as to the Preferred Stock to which it
relates: (i) the title of the Preferred Stock; (ii) any limit upon the number of
shares of the series of Preferred Stock which may be issued; (iii) the
preference, if any, to which holders of the series of Preferred Stock will be
entitled upon liquidation of the Company; (iv) the date or dates on which the
Company will be required or permitted to redeem the Preferred Stock; (v) the
terms, if any, on which the Company or holders of the Preferred Stock will have
the option to cause the Preferred Stock to be redeemed; (vi) the voting rights
of the holders of the Preferred Stock; (vii) the dividends, if any, which will
be payable with regard to the series of Preferred Stock (which may be fixed
dividends or participating dividends and may be cumulative or non-cumulative);
(viii) the right, if any, of holders of the Preferred Stock to convert it into
another class of stock or Securities of the Company, including provisions
intended to prevent dilution of those conversion rights; (ix) any provisions by
which the Company will be required or permitted to make payments to a sinking
fund which will be used to redeem Preferred Stock or a purchase fund which will
be used to purchase Preferred Stock; and (x) any other material terms of the
Preferred Stock. Holders of shares of Preferred Stock do not have preemptive
rights.
COMMON STOCK
All the outstanding shares of 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 the Common Stock is Boston
Equiserve L.P., Canton, Massachusetts.
CLASS B COMMON STOCK
The 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 the Class B Common Stock in a year cannot be more than 90% of the
cash dividends, if any, paid with regard to the 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
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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 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.
Leonard Miller, the Chairman of the Board of the Company, currently
owns, through two limited partnerships of which a corporation wholly-owned by
him 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, unless otherwise stated in a particular Prospectus Supplement under
"Underwriting," he would be free 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 have the effect of
discouraging non-negotiated tender offers and 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.
DESCRIPTION OF DEPOSITARY SHARES
The Company may issue receipts ("Depositary Receipts") representing
fractional interests in shares of particular series of Preferred Stock
("Depositary Shares"). The Company will deposit the Preferred Stock of a series
which is the subject of Depositary Shares with a Depositary, which will hold
that Preferred Stock for the benefit of the holders of the Depositary Shares, in
accordance with a Deposit Agreement between the Company and the Depositary. The
holders of Depositary Shares will be entitled to all the rights and preferences
of the series of Preferred Stock to which the Depositary Shares relate,
including dividend, voting, conversion, redemption and liquidation rights, to
the extent of their interests in that Preferred Stock.
While the Deposit Agreement relating to a particular series of
Preferred Stock may have provisions applicable solely to that series of
Preferred Stock, all Deposit Agreements relating to Preferred Stock issued by
the Company will include the following provisions:
Dividends and Other Distributions. Each time the Company pays a cash
dividend or makes any other type of cash distribution with regard to Preferred
Stock of a series, the Depositary will distribute to the holder of record of
each Depositary Share relating to that series of Preferred Stock an amount equal
to the total dividend or other distribution received by the Depositary on the
Preferred Stock of the series held by it divided
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by the total number of outstanding Depositary Shares relating to the series
(which will be the same fraction of the dividend or other distribution paid per
share of Preferred Stock that each Depositary Share is of a share of Preferred
Stock). If there is a distribution of property other than cash, the Depositary
either will distribute the property to the record holders of Depositary Shares
in proportion to the Depositary Shares held by each of them, or the Depositary
will, with the approval of the Company, sell the property and distribute the net
proceeds from the sale to the record holders of the Depositary Shares in
proportion to the Depositary Shares held by them.
Withdrawal of Preferred Stock. A holder of Depositary Shares will be
entitled to receive, upon surrender of Depositary Receipts representing
Depositary Shares, the number of whole or fractional shares of the applicable
series of Preferred Stock, and any money or other property, to which the
Depositary Shares relate.
Redemption of Depositary Shares. Whenever the Company redeems shares of
Preferred Stock held by a Depositary, the Depositary will be required to redeem,
on the same redemption date, Depositary Shares constituting, in total, the
number of shares of Preferred Stock held by the Depositary which are redeemed,
subject to the Depositary's receiving the redemption price of those shares of
Preferred Stock. If fewer than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected pro rata or by another method
determined by the Company to be equitable.
Voting. Any time the Company sends the holders of a series of Preferred
Stock to which Depositary Shares relate a notice of meeting or other materials
relating to a meeting of the holders of that series of Preferred Stock, the
Company will provide the Depositary with sufficient copies of those materials so
they can be sent to all holders of record of the applicable Depositary Shares on
the record date for the meeting, and the Depositary will send those materials to
the holders of record of the Depositary Shares on that record date. The
Depositary will solicit voting instructions from holders of Depositary Shares
and will vote or not vote the Preferred Stock to which the Depositary Shares
relate in accordance with those instructions.
Liquidation Preference. Upon liquidation, dissolution or winding up of
the Company, the holder of each Depositary Share will be entitled to a fraction
of the sum distributed to the holder of a share of the applicable series of
Preferred Stock equal to the fraction of a share of that Preferred Stock
represented by the Depositary Share.
Conversion. If shares of a series of Preferred Stock are convertible
into Common Stock or other securities or property of the Company, holders of
Depositary Shares relating to that series of Preferred Stock will, if they
surrender Depositary Receipts representing Depositary Shares and appropriate
instructions to convert them, receive the shares of Common Stock or other
securities or property into which the number of shares (or fractions of shares)
of Preferred Stock to which the Depositary Shares relate could at the time be
converted.
Amendment and Termination of a Deposit Agreement. A Deposit Agreement
may be amended by the Company and the Depositary, except that an amendment which
materially and adversely affects the rights of holders of Depositary Shares or
would be materially and adversely inconsistent with the rights granted to the
holders of the Preferred Stock to which they relate, must be approved by holders
of at least two-thirds of the outstanding Depositary Shares. No amendment will
impair the right of a holder of Depositary Shares to surrender the Depositary
Receipts evidencing those Depositary Shares and receive the Preferred Stock to
which they relate, except as required to comply with law. A Deposit Agreement
may be terminated by the Company with the consent of holders of a majority of
the Depositary Shares to which it relates. Upon termination of a Deposit
Agreement, the Depositary will make the whole or fractional shares of Preferred
Stock to which the Depositary Shares issued under the Deposit Agreement relate
available to the holders of those Depositary Shares. A Deposit Agreement will
automatically terminate if (i) all outstanding Depositary Shares to which it
relates have been redeemed or converted or (ii) a final distribution upon
liquidation, dissolution or winding up of the Company has been made to the
holders of the Depositary Shares issued under the Deposit Agreement.
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Miscellaneous. There will be provisions (i) requiring the Depositary to
forward to holders of record of Depositary Shares any reports or communications
from the Company which are received by the Depositary with respect to the
Preferred Stock to which the Depositary Shares relate, (ii) regarding
compensation of the Depositary, (iii) regarding resignation of the Depositary,
(iv) limiting the liability of the Company and the Depositary under the Deposit
Agreement (usually to failure to act in good faith, gross negligence or wilful
misconduct) and (v) indemnifying the Depositary against certain possible
liabilities.
LEGAL MATTERS
The validity of the Securities offered by this Prospectus will be
passed upon for the Company by Rogers & Wells, 200 Park Avenue, New York, New
York 10166. If the validity of any Securities is also passed upon by counsel for
the underwriters of an offering of those Securities, that counsel will be named
in the Prospectus Supplement relating to that offering.
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, 1996, as
amended by a Form 10-K/A dated September 26, 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.
The consolidated financial statements of Pacific Greystone Corporation
appearing in Pacific Greystone Corporation's Annual Report, as amended, (Form
10-K/A) for the year ended December 31, 1996, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
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