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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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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)
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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)
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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.
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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 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|
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<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) $500,000,000(2) $139,000
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(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.
================================================================================
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Subject to completion, dated March 4, 1999
PROSPECTUS
LENNAR CORPORATION
Common Stock
Preferred Stock
Depositary Shares
Debt Securities
and
Warrants
-----------
We may from time to time offer our common stock, preferred stock (which we
may issue in one or more series), depositary shares representing shares of
preferred stock, debt securities (which we may issue in one or more series) or
warrants entitling the holders to purchase common stock, preferred stock,
depositary shares or debt securities, at an aggregate initial offering price
which will not exceed $500,000,000. We will determine when we sell securities,
the amounts of securities we will sell and the prices and other terms on which
we will sell them. We may sell securities to or through underwriters, through
agents or directly to purchasers.
We will describe in a prospectus supplement, which we will deliver with
this prospectus, the terms of particular securities which we offer in the
future. We may describe the terms of those securities in a term sheet which will
precede the prospectus supplement.
In each prospectus supplement we will include the following information:
o The names of the underwriters or agents, if any, through which we
will sell the securities;
o The proposed amounts of securities, if any, which the underwriters
will purchase;
o The compensation, if any, of those underwriters or agents;
o The initial public offering price of the securities;
o Information about securities exchanges or automated quotation
systems on which the securities will be listed or traded; and
o Any other material information about the offering and sale of the
securities.
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.
March 4, 1999
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TABLE OF CONTENTS
FORWARD-LOOKING INFORMATION....................................................2
THE COMPANY....................................................................3
USE OF PROCEEDS................................................................3
RATIO OF EARNINGS TO FIXED CHARGES.............................................4
DESCRIPTION OF DEBT SECURITIES.................................................4
DESCRIPTION OF WARRANTS........................................................8
DESCRIPTION OF COMMON STOCK AND PREFERRED SECURITIES...........................8
DESCRIPTION OF DEPOSITARY SHARES..............................................10
LEGAL MATTERS.................................................................11
EXPERTS.......................................................................11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................12
INFORMATION WE FILE...........................................................12
FORWARD-LOOKING INFORMATION
We make forward-looking statements about our business in our filings with
the Securities and Exchange Commission. Although we believe the expectations
reflected in those forward-looking statements are reasonable, it is possible
they will prove not to have been correct, particularly given the cyclical nature
of the market for new homes. Among the factors which can affect our future
performance are changes in interest rates, changes in demand for homes in areas
in which we are developing communities, the availability and cost of land
suitable for residential development, changes in the costs of labor and
materials, competition, environmental factors and changes in government
regulations.
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THE COMPANY
Lennar Corporation is one of the nation's largest homebuilders. For over 40
years we have been selling and building single family homes to
first-time homebuyers and move-up homebuyers. We currently operate in Florida,
California, Texas, Arizona and Nevada. According to data from the National
Association of Home Builders, these states accounted for approximately 32% of
all single family housing starts in the U.S. during the first 10 months of 1998.
Our revenues from homebuilding operations increased to $2.2 billion in
fiscal 1998 from $648 million in fiscal 1994. That is a compound annual growth
rate of 36%. Over the same period, our earnings before interest and taxes (EBIT)
grew to $288 million from $127 million, a compound annual growth rate of 23%. We
delivered 10,777 homes in fiscal 1998 compared with 6,702 homes in fiscal 1997
and 4,965 homes in fiscal 1994. At November 30, 1998, our backlog of homes under
contract totaled $840 million (4,100 homes), compared with $665 million (3,318
homes) at November 30, 1997.
Our financial services subsidiaries provide mortgage financing, title
insurance and closing services to people who buy our homes and others. These
subsidiaries also acquire, package and resell mortgage loans, perform mortgage
loan servicing activities and provide cable television and alarm monitoring
services to residents of our communities and others. Our subsidiaries sell their
loans in the secondary mortgage market, but usually retain the servicing rights.
In fiscal 1998, we originated $1.03 billion of mortgage loans compared with $420
million in the prior year. Approximately 77% of the loans we originated in
fiscal 1998 were to people who were buying our homes.
USE OF PROCEEDS
Except as may be set forth in a particular prospectus supplement, we
will add the net proceeds from sales of securities to our general corporate
funds, which we may use to repay indebtedness, for acquisitions or for other
general corporate purposes.
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RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Years Ended November 30,
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1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges(1) 4.7x 2.2x 2.7x 2.3x 3.0x
Ratio of earnings to fixed charges (excluding
limited-purpose finance subsidiaries) (1) 4.9x 2.3x 2.9x 2.6x 3.9x
</TABLE>
- ----------
(1) For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consist of income from continuing operations before income
taxes and cumulative effect of changes in accounting principles plus
"fixed charges" and certain other adjustments. "Fixed charges" consist of
interest incurred on all indebtedness related to continuing operations
(including amortization of original issue discount) and the implied
interest component of our rent obligations in the years presented. The
implied interest component of rent obligations for years prior to 1998
was not material.
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
We will issue the debt securities under an indenture dated as of December
31, 1997 with The First National Bank of Chicago, as trustee, which we may
supplement from time to time. The following paragraphs describe the provisions
of the indenture. We are filing the indenture as an exhibit to the registration
statement of which this prospectus is a part and you may inspect it at the
office of the trustee.
General
The debt securities will be direct, unsecured obligations of our company
and may be either senior debt securities or subordinated debt securities. The
indenture does not limit the principal amount of debt securities that we may
issue. We may issue debt securities in one or more series. A supplemental
indenture will set forth specific terms of each series of debt securities. There
will be prospectus supplements relating to particular series of debt securities.
Each prospectus supplement will describe:
o the title of the debt securities and whether the debt securities are
senior or subordinated debt securities;
o any limit upon the aggregate principal amount of a series of debt
securities which we may issue;
o the date or dates on which principal of the debt securities will be
payable and the amount of principal which will be payable;
o 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;
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o the currency or currencies in which principal, premium, if any, and
interest, if any, will be paid;
o 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;
o any provisions regarding our right to prepay debt securities or of
holders to require us to prepay debt securities;
o the right, if any, of holders of the debt securities to convert them
into common stock or other securities, including any provisions
intended to prevent dilution of the conversion rights;
o any provisions requiring or permitting us 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;
o any index or formula used to determine the required payments of
principal, premium, if any, or interest, if any;
o 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;
o any special or modified events of default or covenants with respect
to the debt securities; and
o any other material terms of the debt securities.
The indenture does not contain any restrictions on the payment of
dividends or the repurchase of our securities or any financial covenants.
However, supplemental indentures relating to particular series of debt
securities may contain provisions of that type.
We may issue debt securities at a discount from their stated principal
amount. A prospectus supplement may describe federal income tax considerations
and other special considerations applicable to a debt security issued with
original issue discount.
If the principal of, premium, if any, or interest with regard to any
series of debt securities is payable in a foreign currency, we will describe in
the prospectus supplement relating to those debt securities any restrictions on
currency conversions, tax considerations or other material restrictions with
respect to that issue of debt securities.
Form of Debt Securities
We may issue debt securities in certificated or uncertificated form, in
registered form with or without coupons or in bearer form with coupons, if
applicable.
We may issue debt securities of a series in the form of one or more global
certificates evidencing all or a portion of the aggregate principal amount of
the debt securities of that series. We may deposit the global certificates with
depositaries, and the certificates may be subject to restrictions upon transfer
or upon exchange for debt securities in individually certificated form.
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Events of Default and Remedies
An event of default with respect to each series of debt securities will
include:
o our default in payment of the principal of or premium, if any, on
any debt securities of any series beyond any applicable grace
period;
o our default for 30 days or a period specified in a supplemental
indenture, which may be no period, in payment of any installment of
interest due with regard to debt securities of any series;
o our default for 60 days after notice in the observance or
performance of any other covenants in the indenture; and
o certain events involving our bankruptcy, insolvency or
reorganization.
Supplemental indentures relating to particular series of debt securities may
include other events of default.
The indenture provides that the trustee may withhold notice to the holders
of any series of debt securities of any default (except a default in payment of
principal, premium, if any, or interest, if any) if the trustee considers it in
the interest of the holders of the series to do so.
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 of debt securities then outstanding may declare the principal of
and accrued interest, if any, on all the series of debt securities to be due and
payable immediately. However, if we cure 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 of debt securities then outstanding.
The holders of a majority of the outstanding principal amount of a series
of debt securities will have the right to direct the time, method and place of
conducting proceedings for any remedy available to the trustee, subject to
certain limitations specified in the indenture.
A prospectus supplement will describe any additional or different events
of default which apply to any series of debt securities.
Modification of the Indenture
We and the trustee may:
o without the consent of holders of debt securities, modify the
indenture to cure errors or clarify ambiguities;
o with the consent of the holders of not less than a majority in
principal amount of the debt securities which are outstanding under
the indenture, modify the indenture or the rights of the holders of
the debt securities generally; and
o with the consent of the holders of not less than a majority in
outstanding principal amount of any series of debt securities,
modify any supplemental indenture relating solely to that series of
debt securities or the rights of the holders of that series of debt
securities.
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However, we may not:
o extend the fixed maturity of any debt securities, reduce the rate or
extend the time for payment of interest, if any, on any debt
securities, reduce the principal amount of any debt securities or
the premium, if any, on any 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, with regard to any debt
securities, 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 any of our other securities, without the
consent of each holder of debt securities who will be affected; or
o reduce the percentage of holders of debt securities required to
consent to an amendment, supplement or waiver, without the consent
of the holders of all the then outstanding debt securities or
outstanding debt securities of the series which will be affected.
Mergers and Other Transactions
We may not consolidate with or merge into any other entity, or transfer or
lease our properties and assets substantially as an entirety to another person,
unless (i) the entity formed by the consolidation or into which we are merged,
or which acquires or leases our properties and assets substantially as an
entirety, assumes by a supplemental indenture all our obligations with regard to
outstanding debt securities and our other covenants under the indenture, and
(ii) with regard to each series of debt securities, immediately after giving
effect to the transaction, no event of default, with respect to that series of
debt securities, 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, loans and banking services to us in the
ordinary course of its business.
Governing Law
The indenture, each supplemental indenture, and the debt securities issued
under them will be governed by, and construed in accordance with, the laws of
New York State.
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DESCRIPTION OF WARRANTS
Each issue of warrants will be the subject of a warrant agreement which
will contain the terms of the warrants. We will distribute a prospectus
supplement with regard to each issue of warrants. Each prospectus supplement
will describe, as to the warrants to which it relates:
o the securities which may be purchased by exercising the warrants
(which may be common stock, preferred stock, debt securities,
depositary shares or units consisting of two or more of those types
of securities);
o 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);
o the period during which the warrants may be exercised;
o 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;
o the place or places where warrants can be presented for exercise or
for registration of transfer or exchange; and
o any other material terms of the warrants.
DESCRIPTION OF COMMON STOCK AND PREFERRED SECURITIES
Our authorized capital stock consists of 100,000,000 shares of common
stock, $0.10 par value, 30,000,000 shares of class B common stock, $.10 par
value, and 500,000 shares of preferred stock, $10.00 par value. At January 31,
1999, 48,398,701 shares of common stock, 9,848,562 shares of class B common
stock and no shares of preferred stock were outstanding.
Preferred Stock
We may issue preferred stock in series with any rights and preferences
which may be authorized by our board of directors. We will distribute a
prospectus supplement with regard to each series of preferred stock. Each
prospectus supplement will describe, as to the preferred stock to which it
relates:
o the title of the series;
o any limit upon the number of shares of the series which may be
issued;
o the preference, if any, to which holders of the series will be
entitled upon our liquidation;
o the date or dates on which we will be required or permitted to
redeem shares of the series;
o the terms, if any, on which we or holders of the series will have
the option to cause shares of the series to be redeemed;
o the voting rights of the holders of the preferred stock;
o the dividends, if any, which will be payable with regard to the
series (which may be fixed dividends or participating dividends and
may be cumulative or non-cumulative);
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o the right, if any, of holders of the series to convert them into
another class of our stock or securities, including provisions
intended to prevent dilution of those conversion rights;
o any provisions by which we will be required or permitted to make
payments to a sinking fund which will be used to redeem shares of
the series or a purchase fund which will be used to purchase shares
of the series; and
o any other material terms of the series.
Holders of shares of preferred stock will not have preemptive
rights.
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 our directors.
The transfer agent and registrar for the common stock is Boston EquiServe
L.P., Canton, Massachusetts.
Class B Common Stock
Our class B common stock is identical in every respect with our 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 , (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) a holder cannot transfer class B common stock, 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 our 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
approval of 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.
On January 31, 1999, Leonard Miller, the Chairman of our Board, owned,
through two limited partnerships of which a corporation wholly-owned by him is
the sole general partner, 9,818,861 shares of class B common stock, which was
99.7% of the outstanding shares of class B common stock and 16.9% of the
outstanding common stock of both classes. Mr. Miller's class B common stock gave
him 66.8% of the total votes which could be cast by the holders of both classes
of common stock. Even if Mr. Miller converted 3,994,134 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,
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 discourage non-negotiated
tender offers and other types of non-negotiated
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takeovers, if any were contemplated. Mr. Miller's ownership of class B common
stock would make it impossible for anyone to acquire voting control of us as
long as the total outstanding class B common stock is at least 10% of the
combined common stock of both classes and we have no other class of stock which
votes in the election of directors (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).
DESCRIPTION OF DEPOSITARY SHARES
We may issue depositary receipts representing interests in shares of
particular series of preferred stock which are called depositary shares. We 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 depositary and us. The holders of depositary shares will be entitled
to all the rights and preferences of the 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 we issue will include the
following provisions:
Dividends and Other Distributions. Each time we pay a cash dividend or
make 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 dividend or other distribution per depositary share the depositary receives.
If there is a distribution of property other than cash, the depositary either
will distribute the property to the holders of depositary shares in proportion
to the depositary shares held by each of them, or the depositary will, if we
approve, sell the property and distribute the net proceeds to the 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 we redeem 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 we redeem, subject to the
depositary's receiving the redemption price of those shares of preferred stock.
If fewer than all the depositary shares relating to a series are to be redeemed,
the depositary shares to be redeemed will be selected by lot or by another
method we determine to be equitable.
Voting. Any time we send a notice of meeting or other materials relating
to a meeting to the holders of a series of preferred stock to which depositary
shares relate, we 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, and the depositary will send those materials to the holders
of record of the depositary shares on the record date for the meeting. 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.
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Liquidation Preference. Upon our liquidation, dissolution or winding up,
the holder of each depositary share will be entitled to, what the holder of the
depositary share would have received if the holder had owned the number of
shares (or fraction of a share) of preferred stock which is represented by the
depositary share.
Conversion. If shares of a series of preferred stock are convertible into
common stock or other of our securities or property, 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. We and the depositary
may amend a deposit agreement, 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. We may terminate a deposit
agreement 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:
o all outstanding depositary shares to which it relates have been
redeemed or converted or
o the depositary has made a final distribution to the holders of the
depositary shares issued under the deposit agreement upon our
liquidation, dissolution or winding up.
Miscellaneous. There will be provisions (i) requiring the depositary to
forward to holders of record of depositary shares any reports or communications
from us which the depositary receives 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 our
liability and the liability of the depositary under the deposit agreement
(usually to failure to act in good faith, gross negligence or willful
misconduct) and (v) indemnifying the depositary against certain possible
liabilities.
LEGAL MATTERS
Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166, will pass
upon the validity of the securities we are offering by this prospectus. 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
Deloitte & Touche LLP independent auditors, have audited our
consolidated financial statements and the related financial statement schedule
incorporated by reference into this prospectus and the registration statement of
which it is a part from our Annual Report on Form 10-K for the fiscal year ended
November 30, 1998. Deloitte & Touche's reports are incorporated by reference in
this Prospectus in reliance upon their reports given upon their authority as
experts in accounting and auditing.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference in this prospectus the following
documents which we have previously filed with the Securities and Exchange
Commission under the File Number 1-11749:
(a) our Annual Report on Form 10-K for the fiscal year ended
November 30, 1998;
(b) our definitive proxy statement filed March 16, 1998; and
(c) 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
amendment or reports filed for the purpose of updating that
description.
Whenever after the date of this prospectus we file reports or documents
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, those reports and documents will be deemed to be part of this
prospectus from the time they are filed. If anything in a report or document we
file after the date of this prospectus changes anything in it, this prospectus
will be deemed to be changed by that subsequently filed report or document
beginning on the date the report or document is filed.
We will provide to each person to whom a copy of this prospectus is
delivered a copy of any or all of the information that has been incorporated by
reference in this prospectus, but not delivered with this prospectus. We will
provide this information at no cost to the requestor upon written or oral
request addressed to Lennar Corporation, 700 Northwest 107th Avenue, Miami,
Florida 33172, attention: Director of Investor Relations
(Telephone:305-559-4000).
INFORMATION WE FILE
We file annual, quarterly and current reports, proxy statements and other
materials with the SEC. 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. 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.
Reports, proxy statements and other information we file also can be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
12
<PAGE> 14
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:
Registration fee -- Securities and Exchange Commission............. $139,000
Accounting fees and expenses....................................... 7,500(1)
Legal fees and expenses............................................ 25,000(1)
Trustees' fees and expenses........................................ 5,000(1)
Miscellaneous...................................................... 3,500
--------
Total.............................................................. $180,000
========
- ----------
(1) Does not include expenses of preparing prospectus supplements and
other expenses relating to offerings of particular securities.
Item 15 Indemnification of Directors and Officers
As permitted by Section 145 of the General Corporation Law of Delaware,
our Certificate of Incorporation provides that an officer, director, employee or
agent of our 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 our 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 our company that person shall be
indemnified only for the expenses actually and reasonably incurred by him and,
if that 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). Amended and Restated Certificate of Incorporation of the
Company -- incorporated by reference to the Company's Form
10-K, File number 1-11749, for the year ended November 30,
1998.
2(b). By-laws -- incorporated by reference to the Company's Form
8-K, File number 1-11749, dated November 17, 1997.
4. Form of Indenture, dated as of December 31, 1997, between the
Company and The First National Bank of Chicago - incorporated
by reference to the Company's Registration Statement on Form
S-3, File number 333-45527, dated February 3, 1998.
5. Opinion of Counsel
12. Statements of computation of ratios of earnings to fixed
charges
23. Consents
(i) Rogers & Wells LLP (counsel)--included in Exhibit 5
(ii) Deloitte & Touche LLP (accountants)
25. Statement of Eligibility and Qualification on Form T-1 of
Trustee under the Indenture
II-1
<PAGE> 15
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). 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 Lennar 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 Lennar'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.
The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act of 1939
II-2
<PAGE> 16
in accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act of 1939.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Lennar
pursuant to the foregoing provisions, or otherwise, Lennar 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 Lennar of expenses incurred or paid by a director, officer or
controlling person of Lennar 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, Lennar will, unless in the
opinion of counsel for Lennar 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-3
<PAGE> 17
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 26,
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.
Signature Title(s) Date
/s/ Stuart A. Miller Chief Executive Officer;
- ------------------------- President and Director
Stuart A. Miller (Principal Executive Officer) February 26, 1999
/s/ Bruce Gross Chief Financial Officer and
- ------------------------- Vice President
Bruce Gross (Principal Financial Officer) February 26, 1999
/s/ Diane J. Bessette Controller
- ------------------------- (Principal Accounting Officer) February 26, 1999
Diane J. Bessette
/s/ Leonard Miller
- ------------------------- Chairman of the Board of
Leonard Miller Directors February 26, 1999
/s/ Irving Bolotin
- -------------------------
Irving Bolotin Director February 25, 1999
/s/ Jonathan M. Jaffe
- -------------------------
Jonathan M. Jaffe Director February 26, 1999
S-1
<PAGE> 18
- -------------------------
R. Kirk Landon Director February , 1999
- -------------------------
Sidney Lapidus Director February , 1999
- -------------------------
Reuben S. Leibowitz Director February , 1999
/s/ Arnold P. Rosen
- -------------------------
Arnold P. Rosen Director February 26, 1999
- -------------------------
Steven J. Saiontz Director February , 1999
S-2
<PAGE> 19
EXHIBIT INDEX
5. Opinion of Counsel
12. Statements of computation of ratios of earnings to fixed
charges
23. Consents
(i) Rogers & Wells LLP (counsel)--included in Exhibit 5
(ii) Deloitte & Touche LLP (accountants)
25. Statement of Eligibility and Qualification on Form T-1 of
Trustee under the Indenture
<PAGE> 1
Exhibit 5
LETTERHEAD OF ROGERS & WELLS
March 4, 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
$500,000,000.
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 Preferred Stock as
contemplated in the Registration Statement or (ii) issued on conversion of Debt
<PAGE> 2
Lennar Corporation 2 March 4, 1999
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 12
COMPUTATION OF EARNINGS TO FIXED CHARGES
(INCLUDING LIMITED-PURPOSE FINANCE SUBSIDIARIES)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Fiscal Years Ended November 30,
-------------------------------------------------------------
1998 1997 1996 1995 1994
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
EARNINGS FROM CONTINUING OPERATIONS:
Pre-tax income from continuing
operations $ 240,114 85,727 84,429 53,310 64,626
Adjustments to pre-tax income from continuing
operations:
Fixed charges 63,792 63,483 49,100 37,400 29,300
Interest capitalized (45,930) (32,600) (23,200) (22,800) (20,300)
Adjustment for undistributed earnings
and losses of unconsolidated 50% or
less owned entities 1,050 15 50 -- --
Previously capitalized interest
amortized 43,216 25,600 20,500 17,800 15,400
--------- --------- --------- --------- ---------
"Earnings" $ 302,242 142,225 130,879 85,710 89,026
========= ========= ========= ========= =========
FIXED CHARGES:
Interest incurred (all of Lennar,
Lennar Financial Services and
limited-purpose finance
subsidiaries interest) $ 59,043 63,483 49,100 37,400 29,300
Interest component of rent expense(1) 4,749 -- -- -- --
--------- --------- --------- --------- ---------
"Fixed charges" $ 63,792 63,483 49,100 37,400 29,300
========= ========= ========= ========= =========
EARNINGS TO FIXED CHARGES INCLUDING
LIMITED-PURPOSE FINANCE SUBSIDIARIES 4.7 2.2 2.7 2.3 3.0
</TABLE>
- ----------
(1) The interest component of rent expense was not material prior to 1998.
<PAGE> 2
COMPUTATION OF EARNINGS TO FIXED CHARGES
(EXCLUDING LIMITED-PURPOSE FINANCE SUBSIDIARIES)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Fiscal Years Ended November 30,
-------------------------------------------------------------
1998 1997 1996 1995 1994
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
EARNINGS FROM CONTINUING OPERATIONS:
Pre-tax income from continuing
operations $ 240,114 85,727 84,429 53,310 64,626
Adjustments to pre-tax income from
continuing operations:
Fixed charges 60,541 58,969 43,900 30,300 20,300
Interest capitalized (45,930) (32,600) (23,200) (22,800) (20,300)
Adjustment for undistributed earnings
and losses of unconsolidated 50% or
less owned entities 1,050 15 50 -- --
Previously capitalized interest
amortized 43,216 25,600 20,500 17,800 15,400
--------- --------- --------- --------- ---------
"Earnings" $ 298,991 137,711 125,679 78,610 80,026
========= ========= ========= ========= =========
FIXED CHARGES:
Interest incurred (all of Lennar and
Lennar Financial Services interest) $ 55,792 58,969 43,900 30,300 20,300
Interest component of rent expense(1) 4,749 -- -- -- --
--------- --------- --------- --------- ---------
"Fixed charges" $ 60,541 58,969 43,900 30,300 20,300
========= ========= ========= ========= =========
EARNINGS TO FIXED CHARGES EXCLUDING
LIMITED-PURPOSE FINANCE SUBSIDIARIES 4.9 2.3 2.9 2.6 3.9
</TABLE>
- ----------
(1) The interest component of rent expense was not material prior to 1998.
<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 8, 1999 appearing in
the Annual Report on Form 10-K of Lennar Corporation for the year ended November
30, 1998, 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
March 4, 1999
<PAGE> 1
Exhibit 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
----------------------------
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
-----------------------------
Lennar Corporation
(Exact name of obligor as specified in its charter)
Delaware 59-1281887
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
700 Northwest 107th Avenue
Miami, Florida 33172
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of Indenture Securities)
<PAGE> 2
Item 1. General Information. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of Currency, Washington, D.C., Federal Deposit Insurance
Corporation, Washington, D.C., The Board of Governors of the Federal
Reserve System, Washington D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations With the Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
No such affiliation exists with the trustee.
Item 16. List of exhibits. List below all exhibits filed as a part of this
Statement of Eligibility.
1. A copy of the articles of association of the trustee now in
effect.*
2. A copy of the certificates of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise
corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the
Act.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
<PAGE> 3
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Chicago
and the State of Illinois, on this 25th day of February, 1999.
The First National Bank of Chicago,
Trustee
By /s/ John R. Prendiville
John R. Prendiville
Vice President
* Exhibit 1, 2, 3 and 4 are herein incorporated by reference to Exhibits bearing
identical numbers in Item 16 of the Form T-1 of The First National Bank of
Chicago, filed as Exhibit 25.1 to the Registration Statement on Form S-3 of
SunAmerica, Inc., filed with the Securities and Exchange Commission on October
25, 1996 (Registration No. 333-14201).
<PAGE> 4
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
February 25, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Lennar
Corporation and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
The First National Bank of Chicago
By /s/ John R. Prendiville
John R. Prendiville
Vice President
<PAGE> 5
EXHIBIT 7
Legal Title of Bank: The First National Bank of Chicago Call Date: 09/30/98
ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS C400
----
RCFD BIL MIL THOU
---- ------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1) 0081 4,898,646 1.a
b. Interest-bearing balances(2) 0071 4,612,143 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 9,817,318 2.b
3. Federal funds sold and securities purchased under agreements to resell 1350 6,071,229 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD
----
2122 26,327,215 4.a
b. LESS: Allowance for loan and lease losses 3123 412,850 4.b
c. LESS: Allocated transfer risk reserve 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b and 4.c) RCFD
----
2125 25,914,365 4.d
5. Trading assets (from Schedule RD-D) 3545 6,924,064 5.
6. Premises and fixed assets (including capitalized leases) 2145 731,747 6.
7. Other real estate owned (from Schedule RC-M) 2150 6,424 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 153,385 8.
9. Customers' liability to this bank on acceptances outstanding 2155 352,324 9.
10. Intangible assets (from Schedule RC-M) 2143 295,823 10.
11. Other assets (from Schedule RC-F) 2160 2,193,803 11.
12. Total assets (sum of items 1 through 11) 2170 61,971,271 12.
</TABLE>
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 6
Legal Title of Bank: The First National Bank of Chicago Call Date: 09/30/98
ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460
Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
---------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON 13.a
----
from Schedule RC-E, part 1) 2200 20,965,124
(1) Noninterest-bearing(1) 6631 9,191,662 13.a1
(2) Interest-bearing 6636 11,773,462 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and RCFN
----
IBFs (from Schedule RC-E, part II) 2200 15,912,956 13.b
(1) Noninterest bearing 6631 475,182 13.b1
(2) Interest-bearing 6636 15,437,774 13.b2
14. Federal funds purchased and securities sold under agreements to repurchase: RCFD 2800 4,245,925 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 359,381 15.a
b. Trading Liabilities(from Schedule RC-D) RCFD 3548 5,614,049 15.b
16. Other borrowed money: RCFD
----
a. With original maturity of one year or less 2332 4,603,402 16.a
b. With original maturity of more than one year A547 328,001 16.b
c. With original maturity of more than three years A548 324,984 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding 2920 352,324 18.
19. Subordinated notes and debentures 3200 2,400,000 19.
20. Other liabilities (from Schedule RC-G) 2930 1,833,935 20.
21. Total liabilities (sum of items 13 through 20) 2948 56,940,081 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23.
24. Common stock 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) 3839 3,192,857 25.
26. a. Undivided profits and capital reserves 3632 1,614,511 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities 8434 27,815 26.b
27. Cumulative foreign currency translation adjustments 3284 (4,851) 27.
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C> <C>
28. Total equity capital (sum of items 23 through 27) 3210 5,031,190 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, and 28) 3300 61,971,271 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
<TABLE>
<S> <C>
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external auditors as of any date during 1996 .... RCFD 6724. Number
</TABLE>
/ N/A / M.1.
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4. = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- ----------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
