<PAGE> 1
As filed with the Securities and Exchange Commission on February 19, 1999
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 REGISTRANTS AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 52-1281887
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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: |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: |X| No. 333-45527
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. |X|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------- ------------------ --------------- -------------------- -----------------
PROPOSED
MAXIMUM
OFFERING PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
- -------------------------------------------- ------------------ --------------- -------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, Preferred Stock,
Depositary Shares, Debt Securities,
Warrants (1) (3) (3) $47,000,000(2) $13,066
- -------------------------------------------- ------------------ --------------- -------------------- -----------------
</TABLE>
<PAGE> 2
(1) Includes shares of Common Stock which may be issued upon conversion of
Preferred Stock or Debt Securities, or exercise of Warrants, which are
being registered.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Not applicable, as provided in General Instruction II.D to Form S-3.
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-3 filed by
Lennar Corporation with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act") on February 12, 1998
(Registration No. 333-45527) is incorporated into this Registration Statement by
reference.
<PAGE> 3
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 County of Miami-Dade and State of Florida on February
19, 1999.
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 his or her true and lawful attorney-in-fact and agent, with full
powers of substitution to sign for him and her and in his or her name any or all
amendments (including post-effective amendments) to the registration statement
to which this power of attorney is attached and to file those 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 requirement of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<S> <C> <C>
Chief Executive Officer;
President and Director (Principal
/s/ Stuart A. Miller Executive Officer) February 19, 1999
Chief Financial Officer and Vice
President (Principal
/s/ Bruce Gross Financial Officer) February 19, 1999
Controller
/s/ Diane J. Bessette (Principal Accounting Officer) February 19, 1999
Chairman of the Board of Directors February 19, 1999
/s/ Leonard Miller
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ Irving Bolotin Director February 19, 1999
Jonathan M. Jaffe Director February , 1999
R. Kirk Landon Director February , 1999
Sidney Lapidus Director February , 1999
Reuben S. Leibowitz Director February , 1999
/s/ Arnold P. Rosen Director February 19, 1999
/s/ Steven J. Saiontz Director February 19, 1999
</TABLE>
<PAGE> 5
EXHIBIT INDEX
Exhibit Number Document
- -------------- --------
5 Opinion of Rogers & Wells LLP
23(ii) Consent of Deloitte & Touche LLP
<PAGE> 1
Exhibit 5
LETTERHEAD OF ROGERS & WELLS
February 19, 1999
Lennar Corporation
700 Northwest 107th Avenue
Miami, Florida 33172
Dear Sirs:
We have acted as counsel to Lennar Corporation ("Lennar") in
connection with a registration statement under the Securities Act of 1933, as
amended (the "Registration Statement") relating to possible offerings from time
to time by Lennar of (i) its common stock, par value $.10 per share ("Common
Stock"), (ii) its preferred stock, par value $10 per share ("Preferred Stock"),
(iii) its depositary shares representing shares of Preferred Stock ("Depositary
Shares"), (iv) its debt securities (which may be issued in one or more series)
to be issued under an Indenture (the "Indenture") dated as of December 31,
1997 between the Company and The First National Bank of Chicago and supplemental
indentures executed as contemplated by the Indenture ("Debt Securities") and (v)
warrants entitling the holders to purchase Common Stock, Preferred Stock,
Depositary Shares or Debt Securities ("Warrants") (collectively, the Common
Stock, Preferred Stock, Depositary Shares, Debt Securities and Warrants are the
"Securities") at initial offering prices which will not exceed in total
$47,000,000.
Based on the foregoing, and such other examination of law and
fact as we have deemed necessary, we are of the opinion that:
1. When the Board of Directors of Lennar authorizes the
issuance of authorized but unissued Common Stock and in accordance with that
authorization that Common Stock (i) is sold for at least its par value as
contemplated in the Registration Statement, or (ii) is issued on exercise of a
right to convert Debt Securities or Preferred Stock, or on exercise of Warrants,
which are sold for more than the par value of the Common Stock (including any
amount paid at the time of conversion or exercise) as contemplated in the
Registration Statement, the Common Stock will be legally issued, fully paid and
non-assessable.
2. When the Board of Directors of Lennar authorizes the
creation and sale of one or more series of Preferred Stock in accordance with
the provisions of Lennar's Certificate of Incorporation relating to the issuance
of Preferred Stock and in accordance with that authorization that Preferred
Stock is (i) sold for at least its par value as contemplated in the Registration
Statement or (ii) issued on conversion of Debt Securities or other series of
Preferred Stock, or on exercise of Warrants, which are sold for more than the
par value of the Preferred Stock (including any amount paid at the time of
conversion or exercise) as contemplated in the Registration Statement, that
Preferred Stock will be legally issued, fully paid and non-assessable.
3. When the Board of Directors of Lennar authorizes the
creation and sale of Depositary Shares representing interests in shares of
particular series of Preferred Stock and in accordance with that authorization
those Depositary Shares are (i) sold for at least the par value of the
<PAGE> 2
Preferred Stock as contemplated in the Registration Statement or (ii) issued on
conversion of Debt Securities or other series of Preferred Stock, or exercise of
Warrants, which are sold for more than the par value of the Preferred Stock
(including any amount paid at the time of conversion or exercise) as
contemplated by the Registration Statement, those Depositary Shares will be
legally issued, fully paid and non-assessable.
4. When the Board of Directors of Lennar authorizes the
creation of one or more series of Debt Securities and in accordance with that
authorization and with the Indenture those Debt Securities are (i) sold as
contemplated in the Registration Statement or (ii) sold upon exercise of
Warrants which are issued as contemplated in the Registration Statement, if the
interest on those Debt Securities is not at a rate which violates applicable
law, those Debt Securities will constitute valid and legally binding obligations
of Lennar.
5. When the Board of Directors of Lennar authorizes the
issuance of Warrants which provide for the issuance of Securities upon payment
of consideration equal at least to the par value of the Securities being issued,
if applicable, and which do not contain provisions which violate applicable law,
and in accordance with that authorization those Warrants are issued as
contemplated in the Registration Statement, those Warrants will constitute valid
and legally binding obligations of Lennar.
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
Matters" in the prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ Rogers & Wells LLP
<PAGE> 1
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
February 19, 1999
