<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 2, 2000
Date of Report (Date of earliest event reported)
LENNAR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 1 - 11749 59 - 1281887
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
700 NORTHWEST 107TH AVENUE
MIAMI, FLORIDA
33172
(Address of Registrant's Principal Executive Office) (Zip Code)
(305) 559-4000
(Registrant's Telephone Number, Including Area Code)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
On May 2, 2000, Lennar Corporation acquired U.S. Home Corporation in a
transaction by which U.S. Home was merged into, and became, a wholly owned
subsidiary of Lennar. As a result of the merger, most U.S. Home stockholders
received, for each U.S. Home share they owned, $18 in cash and .96 shares of
Lennar common stock. However, U.S. Home stockholders who elected to receive
their entire consideration in cash received $36 in cash. Because of limitations
on the number of Lennar shares to be issued in the transaction, U.S. Home
stockholders who elected to receive their entire consideration in Lennar common
stock received, for each U.S. Home share they had owned, 1.492 shares of Lennar
common stock and $8.03 in cash.
Information about the transaction is incorporated by reference to Lennar's
Registration Statement, Commission File No. 333-32860.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Incorporated by reference to Lennar's Registration Statement,
Commission File No. 333-32860.
(b) Pro Forma Financial Information.
Incorporated by reference to Lennar's Registration Statement,
Commission File No. 333-32860.
(c) Exhibits.
99.1 Press Release, dated May 3, 2000.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
LENNAR CORPORATION
By: /s/ Bruce Gross
--------------------------------------
Name: Bruce Gross
Title: Vice President and
Chief Financial Officer
Date: May 12, 2000
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- --------
<S> <C>
99.1 Press Release, dated May 3, 2000.
</TABLE>
4
<PAGE> 1
[LENNAR NEWS LETTERHEAD]
Contact:
Kelly Somoza
Investor Relations
Lennar Corporation
(713) 877-2391
FOR IMMEDIATE RELEASE
- ---------------------
LENNAR COMPLETES ACQUISITION OF U.S. HOME; FINALIZES $1.7 BILLION
-----------------------------------------------------------------
OF FINANCING TRANSACTIONS AND ACCEPTS TENDERS OF U.S. HOME DEBT
---------------------------------------------------------------
SECURITIES
----------
Miami, May 3, 2000 -- Lennar Corporation (NYSE: LEN) announced today
that it has completed its acquisition of U.S. Home Corporation. As previously
announced, the stockholders of both corporations approved the transaction at
meetings held on April 28, 2000. The acquisition became effective at 11:59 p.m.
on May 2, 2000.
Lennar also announced that it has entered into $1.7 billion of
financing related to the acquisition, for working capital and for future growth.
The financing includes senior secured credit facilities with a group of
financial institutions which will provide Lennar with up to $1.4 billion of
financing and $325 million of Senior Notes. The credit facilities consist of a
$700 million five-year revolving credit facility, a $300 million 364-day
revolving credit facility and a $400 million term loan B. Bank One, NA, is the
administrative agent, and Bankers Trust Company is the syndication agent for the
credit facilities.
Lennar completed the sale of $325 million aggregate principal amount of
its 9.95% Senior Notes due 2010 for gross proceeds of approximately $300
million. The Notes were sold to institutional investors in a private offering.
Lennar expects to use the proceeds from the sale of the Notes to purchase U.S.
Home debt securities tendered in response to its subsidiary's tender offer.
(more)
<PAGE> 2
2-2-2
The tender offer for the $525 million of U.S. Home debt securities expired
at 5:00 p.m., New York City time, on May 2, 2000. All U.S. Home debt
securities, which were properly tendered in response to the offer, have been
accepted. As of 5:00 p.m. on May 2, 2000, the following aggregate principal
amount and percentage of each issue of U.S. Home debt securities had been
tendered in response to the offer:
<TABLE>
<CAPTION>
Principal % of
Amount Issue
--------- -----
<S> <C> <C>
U.S. Home's 7.95% Senior Notes due 2001........... $ 69,783,000 93%
U.S. Home's 8.25% Senior Notes due 2004........... $ 97,811,000 98%
U.S. Home's 7 3/4% Senior Notes due 2005.......... $ 96,410,000 96%
U.S. Home's 8.88% Senior Subordinated Notes due
2007............................................ $116,942,000 94%
U.S. Home's 8.875% Senior Subordinated Notes due
2009............................................ $121,502,000 97%
</TABLE>
As a result of the successful completion of the tender offer, amendments
to the indentures governing each issue of the U.S. Home debt securities which
effectively remove all of the covenants from the indentures other than
covenants to pay principal and interest and to offer to purchase the debt
securities following a change in control of U.S. Home, have become operative.
Lennar's acquisition of U.S. Home constituted a change in control of U.S. Home
which will entitle holders of U.S. Home's public debt securities who did not
tender them to the Lennar subsidiary to require U.S. Home to purchase them for
101% of their principal amount. Information about how to do this will be
distributed to holders of the remaining U.S. Home public debt securities
shortly.
Lennar Corporation, founded in 1954, is headquartered in Miami, Florida.
The Company has homebuilding operations in 13 states and is one of the nation's
leading builders of quality homes for all generations, building affordable,
move-up and retirement homes. The Company builds homes under the Lennar Homes,
U.S. Home, Greystone Homes, Village Builders, Renaissance Homes and Winncrest
Homes brand names. Lennar's Financial Services Division provides residential
mortgage services, title, closing and other ancillary services for Lennar
homebuyers and other customers. Previous press releases may be obtained at
www.lennar.com or by fax by calling 1-800-758-5804 and entering extension
number 507038.
______________________________________________________________________________
Certain statements contained in this press release may be "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Such statements involve risks, uncertainties and other factors that may cause
actual results to differ materially from those which are anticipated. Such
factors include, but are not limited to, changes in general economic
conditions, the market for homes generally and in areas where the Company has
developments, the availability and cost of land suitable for residential
development, materials prices, labor costs, interest rates, consumer
confidence, competition, environmental factors and government regulations
affecting the Company's operations. See the Company's Annual Report on Form
10-K for the year ended November 30, 1999 for a further discussion of these and
other risks and uncertainties applicable to the Company's business.
______________________________________________________________________________
###
[LENNAR CORPORATION LOGO]
