As filed with the Securities and Exchange Commission on April , 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
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
(305) 559-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
STUART A. MILLER
PRESIDENT
LENNAR CORPORATION
700 NORTHWEST 107TH AVENUE
MIAMI, FLORIDA 33172
(305) 559-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
COPIES TO:
DAVID W. BERNSTEIN
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: <square>
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. <checked-box>
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Securities Amount to be Proposed Proposed Maximum
Amount of
to be Registered Registered Maximum Aggregate Offering
Registration Fee
Offering Price
Price
Per Unit
<S> <C> <C> <C>
<C>
Common Stock, par value $.10 2,200,000 $35.062(1) $77,136,400
$22,756
</TABLE>
(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE.
CALCULATED PURSUANT TO RULE 457(C) ON THE BASIS OF THE AVERAGE OF THE
HIGH AND LOW PRICES IN CONSOLIDATED TRADING REPORTED ON THE NEW YORK
STOCK EXCHANGE ON APRIL 15, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE>
Subject to completion, dated April 16, 1997
PROSPECTUS
2,200,000 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
whatever 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 transactions by which we acquired properties or companies
from the Selling Security Holders or from corporations or partnerships of which
they were stockholders or partners. 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 April , 1998
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
any offers to buy be accepted prior to the time the Registration Statement
becomes effective. This Prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
<PAGE>
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...................................... 4
USE OF PROCEEDS.................................. 4
SELLING SECURITY HOLDERS......................... 4
METHOD OF SALE................................... 5
SEC POSITION REGARDING INDEMNIFICATION........... 5
DESCRIPTION OF CAPITAL STOCK..................... 5
LEGAL MATTERS.................................... 7
EXPERTS.......................................... 7
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.
2
<PAGE>
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
3
<PAGE>
transactions in addition to the Pacific Greystone merger, which substantially
increase our inventory of California homebuilding sites.
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) 559-5000).
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:
<TABLE>
<CAPTION>
SHARES OWNED AND
NAME WHICH MAY BE SOLD
<S> <C>
National Homebuilding Partners, L.P. (1)
National Homebuilding Partners II, L.P. (1)
National Homebuilding Partners III, L.P. (1)
AP-GP National Homes, L.P. (1)
AP-GP National Homes II, L.P. (1)
AP-GP National Homes III, L.P. (1)
ColRich Communities, Inc. (1)
ColRich Construction, Inc. 108,734
Colin Seid 108,734
Richard Gabriel 24,164
Barry Galgut
</TABLE>
__________________
(1) A total of 1,510,954 shares of Common Stock will be owned, and therefore
may be sold, by National Homebuilding Partners, L.P., National Homebuilding
Partners II, L.P., National Homebuilding Partners III, L.P., ColRich
Communities, Inc., AP-GP National Homes, L.P., AP-GP National Homes II,
L.P., AP-GP National Homes III, L.P., ColRich Communities, Inc. and ColRich
Construction, Inc. We will list the numbers of those shares which will be
owned, and therefore which may be sold, by each of the entities (or by
partners or stockholders in them) in a Prospectus Supplement when the
allocation of the shares among the entities is determined.
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.
4
<PAGE>
Under certain circumstances, the Selling Security Holders may receive
additional shares of Common Stock as a result of the transactions 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.
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
5
<PAGE>
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.
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.
6
<PAGE>
7
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection
with the issuance and distribution of the securities being registered, other
than underwriting discounts and commissions:
<TABLE>
<S> <C>
Registration fee - Securities and Exchange Commission $22,756
Accounting fees and expenses 5,000
Legal fees and expenses 5,000
Miscellaneous 2,244
-------
Total $35,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 145 of the General Corporation Law of
Delaware, the Company's Certificate of Incorporation provides that an officer,
director, employee or agent of the Company is entitled to be indemnified for
the expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him by reason of any action, suit or proceeding brought
against him by virtue of his acting as such officer, director, employee or
agent, provided he acted in good faith or in a manner he reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful, except that in any action or suit by or in the right of
the Company such person shall be indemnified only for the expenses actually and
reasonably incurred by him and, if such person shall have been adjudged to be
liable for negligence or misconduct, he shall not be indemnified unless and
only to the extent that a court of appropriate jurisdiction shall determine
that such indemnification is fair and reasonable.
ITEM 16. EXHIBITS
2(a). Restated Certificate of Incorporation of the Company --
incorporated by reference to the Company's Form 8-K dated
November 17, 1997.
2(b). Amendment to Certificate of Incorporation of the Company --
incorporated by reference to the Company's Form 8-K dated April
7, 1998.
2(c). By-laws of the Company -- incorporated by reference to the
Company's Form 8-K, dated November 17, 1997.
5. Opinion of Counsel
23. Consents
(i) Rogers & Wells (counsel)--included in Exhibit 5
(ii) Deloitte & Touche LLP (accountants)
ITEM 17. UNDERTAKINGS
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
II-1
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above shall not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time will 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement will be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time will be deemed to be the initial bona fide offering thereof.
(5) That, (i) for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective and (ii) for
the purpose of determining any liability under the Securities Act, each post-
effective amendment that contains a form of prospectus 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of counsel for the Company
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 Securities Act and will be governed
by the final adjudication of such issue.
II-2
<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-3 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 April 16, 1998.
LENNAR CORPORATION
By:/S/ 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, Bruce Gross and Diane J.
Bessette and each of them, as his or her true and lawful attorney-in-fact and
agent, with sole power of substitution, to sign for him and in his or her 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>
President and April 16,
1998
/S/ STUART A. MILLER Director (Principal
Stuart A. Miller Executive Officer)
Vice President-Finance April 16,
1998
/S/ BRUCE GROSS (Principal Financial Officer)
Bruce Gross
Controller (Principal April 16,
1998
/S/ DIANE J. BESSETTE Accounting Officer)
Diane J. Bessette
Chairman of the Board April 16,
1998
/S/ LEONARD MILLER of Directors
Leonard Miller
Director April 16,
1998
/S/ IRVING BOLOTIN
Irving Bolotin
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
Director April 16,
1998
/S/ JONATHAN M. JAFFE
Jonathan M. Jaffe
Director April 16,
1998
/S/ SIDNEY LAPIDUS
Sidney Lapidus
Director April 16,
1998
/S/ REUBEN S. LEIBOWITZ
Reuben S. Leibowitz
Director April 16,
1998
/S/ ARNOLD P. ROSEN
Arnold P. Rosen
/S/ STEVEN J. SAIONTZ Director April 16,
1998
Steven J. Saiontz
</TABLE>
S-2
<PAGE>
Exhibit 5
April 16, 1998
Lennar Corporation
700 N.W. 107th Avenue
Miami, FLA 33172
Dear Sirs:
We have acted as counsel to Lennar Corporation (the "Company") in connection
with the registration under the Securities Act of 1933, as amended, of resales
of up to 2,200,000 shares (the "Shares") of Common Stock, par value $.10 per
share, of the Company in a Registration Statement on Form S-3 (the
"Registration Statement"). In that capacity, we are familiar with the
proceedings, corporate and other, relating to the authorization and issuance of
Shares.
Based on the foregoing, and such other examination of law and fact as we have
deemed necessary, we are of the opinion that when issued as described in the
Registration Statement, the Shares will be legally issued, fully paid and non-
assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under the caption "Legal Opinions" in the
Prospectus which is a part of the Registration Statement.
Very truly yours,
ROGERS & WELLS LLP
<PAGE>
Exhibit 23(ii)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Lennar Corporation
We consent to the incorporation by reference in this Registration Statement of
Lennar Corporation on Form S-3 of our reports dated January 20, 1998, appearing
in the Annual Report on Form 10-K of Lennar Corporation for the year ended
November 30, 1997 and to the reference to our firm under the heading "Experts"
in the Prospectus, which is a part of this Registration Statement.
DELOITTE & TOUCHE LLP
Miami, Florida
April 16, 1998
<PAGE>
