Registration No. 333
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LENNAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
59-1281887
(I.R.S. Employer Identification No.)
700 Northwest 107th Avenue
Miami, Florida 33172
(Address of Principal Executive Offices) (Zip Code)
LENNAR CORPORATION 1997 STOCK OPTION PLAN
(Full Title of Plan)
DAVID B. McCAIN
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 LLP
200 Park Avenue
New York, New York 10166
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CALCULATION OF REGISTRATION FEE
================================ -------------------- ---------------------- ---------------------- ----------------
Title of Securities Amount to be Proposed Proposed Amount of
<S> <C> <C> <C> <C> <C>
to be Registered Registered Maximum Maximum Registration
Offering Price Aggregate Fee
Per Share(1) Offering Price(1)
- -------------------------------- -------------------- ---------------------- ---------------------- ----------------
Common Stock, par
value $0.10 per share 3,000,000 shs. 25.5625 $76,687,500 $21,320
- -------------------------------- -------------------- ---------------------- ---------------------- ----------------
(1) 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 February 5, 1999.
The prospectus included in this Registration Statement also applies to the
shares which are the subject of Registration Statement No. 333-39687.
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PART I
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
February 1999 distributed to the employees of Lennar Corporation. who held
options granted under the Lennar Corporation 1997 Stock Option Plan. This
Booklet, together with the documents incorporated by reference as described in
Item 3 of Part II of this Registration Statement, constitutes a Section 10(a)
Prospectus.
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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 1997
Stock Option Plan by affiliates of Lennar Corporation, as defined in Rule 405
under the Securities Act of 1933, as amended.
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PROSPECTUS
LENNAR CORPORATION
COMMON STOCK
(Par value $0.10 per share)
The shares of our Common Stock 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 our Common Stock currently is
traded, on any securities exchanges or other quotation systems on which our
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." We will not receive any part of the proceeds of any
such sales. Our principal executive office is located at 700 Northwest 107th
Avenue, Miami, Florida 33172 (Telephone No. (305) 559-4000).
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this Prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
We are paying the expenses of preparing and filing the Registration
Statement of which this Prospectus is a part.
The date of this Prospectus is February 9, 1999
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TABLE OF CONTENTS
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Page
----
Incorporation by Reference .................................................. 2
Information We File.......................................................... 2
Selling Security Holders .................................................... 2
Method of Sale............................................................... 3
SEC Position Regarding Indemnification........................................3
INCORPORATION BY REFERENCE
We incorporate by reference into this Prospectus (a) our Annual Report
on Form 10-K for the year ended November 30, 1997, (b) our Quarterly reports on
Form 10-Q for the calendar quarters ended February 28, 1998, May 31, 1998 and
August 31, 1998, (c) our Current Reports on Form 8-K filed July 28, 1998, (d)
the description of our Common Stock contained in our registration statement
under the Securities Exchange Act of 1934, as amended (including any amendments
or reports filed for the purpose of updating such description), (e) all other
reports we filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended, since November 30, 1998 and (f) our Proxy Statement on
Schedule 14A, dated March 16, 1998. These documents were filed under the SEC
File Number 1-11749. We also incorporate by reference into this Prospectus all
the documents we file pursuant to Sections 13, 14 and 15(d) of the Securities
Exchange Act of 1934 after the date of Prospectus and before we file a
post-effective amendment which indicates that all the securities to which this
Prospectus relates have been sold or which deregisters all those securities
which have not been sold. We will provide copies of all documents which are
incorporated by reference without charge to anyone to whom we deliver this
Prospectus, who makes a written or oral request for them to Lennar Corporation,
700 Northwest 107th Avenue, Miami, Florida 33172, Attention: Chief Financial
Officer, telephone number (305) 559-4000.
INFORMATION WE FILE
We file annual, quarterly and current reports, proxy statements and
other materials with the SEC pursuant to the requirements of the Securities
Exchange Act of 1934. The public may read and copy any materials we file with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the SEC's Regional Offices 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. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements and other information regarding issuers (including
us) that file electronically with the SEC. The address of that site is
http:\\www.sec.gov.
SELLING SECURITY HOLDERS
This Prospectus relates to possible sales by our officers and directors
of shares of our Common Stock which they acquire through exercise of options
granted under our 1991 Stock Option Plan or our 1997 Stock Option Plan. We do
not know at this time who may be Selling Security Holders from time to time. We
will provide 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 in supplements to this Prospectus, which we will file
with the Securities and Exchange Commission in accordance with Rule 424(b) under
the Securities Act of 1933, as amended.
2
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METHOD OF SALE
The shares offered by this Prospectus may be sold on the New York Stock
Exchange, where our Common Stock currently is traded, or in other markets where
our Common Stock is traded, or in negotiated transactions. Sales will be at
prices which are current when the sales take place. Selling Security Holders may
pay brokers' commissions. Shares which are sold may include 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 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,
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, insofar as directors, officers or other persons who control
us may become entitled under the provisions of our certificate of incorporation
to indemnification for liabilities arising under the Securities Act of 1933,
that indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
3
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PART II
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
Registration Statement:
(a) our Annual Report on Form 10-K for the year ended November
30, 1997.
(b) our Quarterly reports on Form 10-Q for the calendar
quarters ended February 28, 1998, May 31, 1998 and August 31, 1998
(c) our Current Reports on Form 8-K filed December 18, 1997
and July 28, 1998
(d) the description of our Common Stock contained in our
registration statement under the Securities Exchange Act of 1934, as amended
(including any amendments or reports filed for the purpose of updating such
description)
(e) all other reports we filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended, since
November 30, 1998 and
(f) our Proxy Statement on Schedule 14A, dated March 16, 1998.
All documents subsequently filed by us 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.
Directors and officers may also be entitled to 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 LLP.
Exhibit 24. Consents of Experts and Counsel.
(i) Rogers & Wells, LLP (attorneys)
- included in Exhibit 5
II-1
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(ii) Deloitte & Touche LLP (accountants)
Exhibit 25. Power of Attorney - on signature pages.
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.
II-2
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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 9th day of
February, 1999.
LENNAR CORPORATION
By: STUART A. MILLER
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Stuart A. Miller
President
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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
Bessette, and each of them, as his or her true and lawful attorney-in-fact and
agent, with full power of substitution, to sign for him or her 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.
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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.
Name Title Date
---- ----- ----
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STUART A MILLER President, Chief Executive Officer February 9, 1999
- ------------------------------------------- and Director
Stuart A. Miller (Principal Executive Officer)
BRUCE GROSS Vice President and Chief Financial Officer February 9, 1999
- -------------------------------------------
Bruce Gross (Principal Financial Officer)
DIANE BESSETTE
- ------------------------------------------- Controller February 9, 1999
Diane Bessette (Principal Accounting Officer)
Chairman of the Board, Director February , 1999
- -------------------------------------------
Leonard Miller
- ------------------------------------------- Director February , 1999
Irving Bolotin
JONATHAN M. JAFFE Director February 9, 1999
- -------------------------------------------
Jonathan M. Jaffe
R. KIRK LANDON Director February 9, 1999
- -------------------------------------------
R. Kirk Landon
S-1
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SIDNEY LAPIDUS Director February 9, 1999
- -------------------------------------------
Sidney Lapidus
REUBEN S. LEIBOWITZ Director February 9, 1999
- -------------------------------------------
Reuben S. Leibowitz
------------------------------------------- Director February , 1999
Arnold P. Rosen
STEVEN J. SAIONTZ Director February 9, 1999
- -------------------------------------------
Steven J. Saiontz
S-2
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EXHIBIT INDEX
Page in Sequential
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Exhibit Numbering System
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Exhibit 5 Opinion of Rogers & Wells LLP
Exhibit 24(i) Consent of Rogers & Wells LLP (attorneys)included in Exhibit 5
(ii) Consent of Deloitte & Touche LLP (accountants)
Exhibit 25 Powers of Attorney - on signature pages
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Exhibit 5
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ROGERS & WELLS LLP
200 Park Avenue, New York, NY 10166
(212) 878-8000 Facsimile (212) 878-8375
LONDON WASHINGTON, D.C. FRANKFURT
PARIS HONG KONG
February 9, 1999
Lennar Corporation
700 Northwest 701th Avenue
Miami, Florida 33172
Dear Sirs:
We have acted as counsel to Lennar Corporation (the "Company")
in connection with the proposed issuance of up to 3,000,000 shares (the
"Shares") of common stock, par value $0.10 per share, of the Company upon
exercise of options granted under the Company's 1997 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 when Shares are
issued and paid for upon exercise of options granted under the Company's 1997
Stock Option Plan, they 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 LLP
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Exhibit 24(ii)
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Lennar Corporation on Form S-8 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.
DELOITTE & TOUCHE LLP
February 9, 1999
