<PAGE> 1
EX-99.5
FORM OF EXCHANGE AGENT AGREEMENT
LETTER OF TRANSMITTAL
TO EXCHANGE 9.95% SERIES A SENIOR NOTES DUE 2010
FOR
9.95% SERIES B SENIOR NOTES DUE 2010
(REGISTERED UNDER THE SECURITIES ACT OF 1933)
OF
LENNAR CORPORATION
THE RIGHT TO EXCHANGE LENNAR 9.95% SERIES A SENIOR NOTES DUE 2010 FOR LENNAR
9.95% SERIES B SENIOR NOTES DUE 2010 WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2000
BANK ONE TRUST COMPANY, N.A., EXCHANGE AGENT
<TABLE>
<S> <C> <C>
BY MAIL: BY HAND: BY OVERNIGHT COURIER:
Bank One Trust Company, N.A. Bank One Trust Company, N.A. Bank One Trust Company, N.A.
Global Corporate Trust Services Global Corporate Trust Services Global Corporate Trust Services
1 Bank One Plaza One North State Street One North State Street
Suite IL1-0126 9th Floor 9th Floor
Chicago, Illinois 60670-0126 Chicago, Illinois 60602 Chicago, Illinois 60602
Attn: Mary R. Fonti Attn: Mary R. Fonti Attn: Mary R. Fonti
</TABLE>
Delivery of this instrument to an address other than as set forth above
will not constitute a valid delivery.
This Letter of Transmittal is to be used to submit Series A senior
subordinated notes ("Series A Notes") of Lennar Corporation ("Lennar") to be
exchanged for Series B senior subordinated notes ("Series B Notes") of Lennar.
It must be used whether certificates representing the Series A Notes are being
delivered to Bank One Trust, as exchange agent (the "Exchange Agent"), or
whether delivery of the Series A Notes is being made by book-entry transfer to
an account maintained by the Exchange Agent at The Depository Trust Company
("DTC"). This Letter of Transmittal must be delivered to the Exchange Agent.
Delivery of this Letter of Transmittal to DTC does not constitute delivery to
the Exchange Agent.
[ ] CHECK HERE IF THE SERIES A NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Account Number at DTC:
---------------------
Transaction Code Number:
---------------------
--------------------------------------------------------------------------------
DESCRIPTION OF SERIES A NOTES SUBMITTED
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE(S) SUBMITTED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY)
-------------------------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT
OF SERIES A NOTES
CERTIFICATE PRINCIPAL AMOUNT OF SUBMITTED
NUMBER(S)* SERIES A NOTES (IF LESS THAN ALL)**
<S> <C> <C> <C>
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
TOTAL AMOUNT OF
SERIES A NOTES:
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by holders submitting by book-entry transfer.
** Series A Notes may be tendered in whole of in part in denominations of
$1,000 and integral multiples thereof. Unless otherwise indicated it will
be assumed that all Series A Notes described above are being submitted. See
Instruction 4.
--------------------------------------------------------------------------------
<PAGE> 2
NOTE: THIS LETTER OF TRANSMITTAL MUST BE SIGNED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
By this document, the undersigned submits the Series A Notes listed above
(the "Series A Notes to be Exchanged") to be exchanged for Series B Notes as
described in the Prospectus dated , 2000 (the "Prospectus") under the
caption "The Exchange Offer" and in the instructions in this Letter of
Transmittal.
Subject to, and effective upon, the issuance of Series B Notes in exchange
for the Series A Notes to be Exchanged, the undersigned sells, assigns and
transfers all the Series A Notes to be Exchanged to Lennar and irrevocably
appoints the Exchange Agent the agent and attorney-in-fact of the undersigned,
with full power of substitution, to deliver the certificates representing the
Series A Notes to be Exchanged, or transfer ownership of the Series A Notes to
be Exchanged on the records of DTC, to Lennar upon receipt by the Exchange
Agent, as the undersigned's agent, of the Series B Notes to be issued in
exchange for the Series A Notes to be Exchanged.
The undersigned represents and warrants that the undersigned has full power
and authority to exchange the Series A Notes to be Exchanged for Series B Notes
and that, when Series B Notes are issued in exchange for the Series A Notes to
be Exchanged, Lennar will acquire title to the Series A Notes to be Exchanged,
free and clear of any liens, restrictions, charges, encumbrances or adverse
claims. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or by Lennar to be necessary or desirable
to complete the transfer of the Series A Notes to be Exchanged to Lennar.
The authority conferred in this Letter of Transmittal will not be affected
by, and will survive, the death or incapacity of the undersigned. The
obligations of the undersigned under this Letter of Transmittal or otherwise
resulting from the submission of the Series A Notes to be Exchanged for exchange
will be binding upon the successors, assigns, heirs, executors, administrators
and legal representatives of the undersigned. The submission of Series A Notes
to be Exchanged for exchange is irrevocable.
Unless otherwise indicated in the box below captioned "Special Issuance
Instructions" or the box below captioned "Special Delivery Instructions," please
issue and deliver the certificates representing the Series B Notes being issued
in exchange for the Series A Notes to be Exchanged, and deliver certificates
representing any Series A Notes which are not being exchanged or are not
accepted for exchange, to the undersigned at the address shown below the
undersigned's signature. If one or both of the boxes captioned "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
and deliver the notes or confirmation of book-entry transfer as indicated.
Lennar noteholders who deliver Series A Notes to be Exchanged by book-entry
transfer may, by making an appropriate entry under "Special Issuance
Instructions," request that any notes which are not accepted for exchange be
returned by crediting an account at DTC. The undersigned is aware that Lennar
has no obligation because of Special Issuance Instructions or otherwise to
transfer any Series A Notes which are not accepted for exchange from the name of
the registered holder of those Series A Notes to the name of another person.
<PAGE> 3
------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if Series B Notes or Series A Notes which are
not exchanged are to be issued in the name of someone other than the
undersigned, or if Series A Notes delivered by book-entry transfer which
are not exchanged are to be returned by credit to an account at DTC other
than that designated above.
Issue: [ ] Series B Notes
[ ] Series A Notes not exchanged
to:
Name
----------------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------------
------------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER.)
[ ] Credit Series A Notes which were delivered by book-entry transfer and
are not accepted for exchange to the following DTC account:
------------------------------------------------------------
(ACCOUNT NUMBER)
------------------------------------------------------------
------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if Series B Notes or Series A Notes which are
not exchanged are to be sent to someone other than the undersigned or to
undersigned at an address other than that shown after the undersigned's
signature below.
Mail: [ ] Series B Notes
[ ] Series A Notes not exchanged
to:
Name
----------------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------------
------------------------------------------------------------
(INCLUDE ZIP CODE)
SIGN HERE
------------------------------------------------------------
------------------------------------------------------------
SIGNATURE(S) OF OWNER(S)
Dated: , 2000
------------------------------------------------------------
<PAGE> 4
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
note(s) or on a security position listing or by person(s) authorized to become
registered holder(s) by certificates and documents transmitted with this Letter
of Transmittal. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, agents, officers of corporations or others acting
in a fiduciary or representative capacity, please provide the information
described in Instruction 5.)
Name(s) (Please print)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CAPACITY (FULL TITLE)
Address
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
--------------------------------------------------------------------------------
Tax Identification or Social Security No.
--------------------------------------------------------------------------------
<PAGE> 5
INSTRUCTIONS
FORMING PART OF THE TERMS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal if (i) this Letter of Transmittal is signed by the
registered holder of the Series A Notes to be Exchanged (which, for purposes of
this document, includes any participant in DTC whose name appears on a security
position listing as the owner of the Series A Notes to be Exchanged) unless the
holder has completed either the box entitled "Special Issuance Instructions" or
the box entitled "Special Delivery Instructions" or (ii) the Series A Notes to
be Exchanged are submitted for the account of a member firm of a registered
national securities exchange or a member of the National Association of
Securities Dealers, Inc. or by a commercial bank or trust company which has an
office or correspondent in the United States (collectively, "Eligible
Institutions"). In all other cases, all signatures on this Letter of Transmittal
must be guaranteed by an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be completed by noteholders whether certificates are being
forwarded with it or whether Series A Notes are being submitted in accordance
with the procedures for delivery by book-entry transfer described in the
Exchange Instructions. The Exchange Agent must receive, at or before the
Expiration Time, certificates for the Series A Notes to be Exchanged, or
confirmation by DTC of transfer of the Series A Notes to be Exchanged to an
account of the Exchange Agent, together with a properly completed and executed
Letter of Transmittal. Guaranteed delivery of Series A Notes to be Exchanged
will not be accepted.
Submission of Series A Notes to be Exchanged will be irrevocable.
Submission may not be conditional or contingent. The method of delivery of this
Letter of Transmittal and the certificates for Series A Notes to be Exchanged,
or confirmation of delivery of Series A Notes to be Exchanged through DTC, is at
the option and risk of the exchanging noteholder. Delivery will not be deemed
made until items are actually received by the Exchange Agent. If delivery is by
mail, registered mail with return receipt requested, properly insured, is
recommended.
3. INADEQUATE SPACE. If the space provided in this Letter of Transmittal is
inadequate, the certificate numbers and numbers of Series A Notes being
submitted for exchange should be listed on a separate signed schedule, which
should be attached to this Letter of Transmittal.
4. PARTIAL SUBMISSIONS. (Not applicable to noteholders who submit by
book-entry transfer). If fewer than all the Series A Notes evidenced by a
certificate are to be exchanged, fill in the number of notes which are to be
exchanged in the box entitled "Principal Amount of Series A Notes Submitted." If
you do that, new certificate(s) for the remainder of the notes that were
represented by your old certificate(s) will be sent to you, or as you instruct
in the appropriate box on this Letter of Transmittal, as soon as practicable.
All Series A Notes represented by certificates delivered to the Exchange Agent
will be deemed to have been submitted for exchange unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Series A
Notes to be Exchanged, the signature(s) must correspond exactly with the name(s)
written on the face of the certificate(s).
If the Series A Notes to be Exchanged are owned of record by two or more
joint owners, all the owners must sign this Letter of Transmittal.
IF SERIES A NOTES TO BE EXCHANGED ARE REGISTERED IN DIFFERENT NAMES ON
DIFFERENT CERTIFICATES, IT WILL BE NECESSARY TO COMPLETE, SIGN AND SUBMIT AS
MANY SEPARATE LETTERS OF TRANSMITTAL AS THERE ARE DIFFERENT REGISTRATIONS ON
CERTIFICATES.
If this Letter of Transmittal or any certificates or written instruments of
transfer are signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
<PAGE> 6
or representative capacity, that person should so indicate when signing, and
submit evidence satisfactory to the Purchaser of the person's authority so to
act.
If this Letter of Transmittal is signed by the registered owner of the
Series A Notes to be Exchanged, no endorsements of certificates or separate
written instruments of transfer are required, unless certificates for Series B
Notes or for Series A Notes which are not exchanged are to be issued to a person
other than the registered owner, in which case, endorsements of certificates or
separate written instruments of transfer are required and signatures on those
certificates or written instruments of transfer must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner of the Series A Notes to be Exchanged, the certificates must be
endorsed or accompanied by appropriate written instruments of transfer, in
either case signed exactly as the name of the registered owner appears on the
certificates. Signatures on the certificates or stock powers must be guaranteed
by an Eligible Institution.
6. TRANSFER TAXES. Except as set forth in this Instruction 6, LENNAR will
pay any transfer taxes with respect to the transfer to it of Series A Notes to
be Exchanged. If certificates for Series B Notes or for Series A Notes which are
not exchanged are to be registered in the name of any person other than the
registered holder, or if tendered certificates are registered in the name of
anyone other than the person signing this Letter of Transmittal, certificates
representing Series B Notes will not be issued until LENNAR or the Exchange
Agent receives satisfactory evidence of the payment of, or an exemption from the
need to pay, transfer taxes.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates submitted with this Letter
of Transmittal.
7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If certificates for Series B
Notes or for Series A Notes which are not exchanged are to be issued in the name
of a person other than the signer of this Letter of Transmittal, or are to be
sent to someone other than the signer of this Letter of Transmittal or to an
address other than the signer's address shown above, the appropriate boxes on
this Letter of Transmittal must be completed. Noteholders who submit notes by
book-entry transfer may request that any notes which are not exchanged be
credited to an account at DTC which the noteholder designates. If no
instructions are given, notes tendered by book-entry transfer which are not
exchanged will be returned by crediting the account at DTC designated above.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to, or additional copies of the Prospectus and this Letter of
Transmittal may be obtained from, LENNAR Investor Relations at 700 Northwest
107th Avenue, Miami, Florida 33172, or from your broker, dealer, commercial bank
or trust company.
9. WAIVER OF REQUIREMENTS. The requirements described above may be waived
by Lennar, in whole or in part, at any time and from time to time, in Lennar's
sole discretion, and may be waived as to Series A Notes submitted by particular
noteholders, even if similar requirements are not waived as to other
noteholders.
IMPORTANT: This Letter of Transmittal, together with certificates or
confirmation of book-entry transfer, must be received by the Exchange Agent
before 5:00 P.M., New York City time, on , 2000.
(DO NOT WRITE IN THE SPACES BELOW)
Date Received Accepted by Checked by
<TABLE>
<CAPTION>
SERIES A
SERIES A SERIES A SERIES B SERIES B SERIES A NOTES
CERTIFICATES NOTES NOTES NOTES NOTES NOTES CERTIFICATE BLOCK
SURRENDERED SUBMITTED ACCEPTED ISSUED CERTIFICATE RETURNED NO. NO.
------------ --------- -------- -------- ----------- -------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
Delivery Prepared by Checked by Date
