<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2000
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
------------------------
LENNAR CORPORATION
Co-registrants are listed on the following pages
(Exact Name of Registrant as specified in its charter)
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<S> <C>
DELAWARE 59-1281887
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
700 NORTHWEST 107(TH) AVENUE
MIAMI, FLORIDA 33172
(305) 559-4000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------
DAVID B. MCCAIN,
VICE PRESIDENT AND GENERAL COUNSEL
LENNAR CORPORATION
700 NORTHWEST 107(TH) 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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With Copies to:
DAVID W. BERNSTEIN, ESQ.
CLIFFORD CHANCE 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 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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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT PRICE(2) FEE(5)
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<S> <C> <C> <C> <C>
Common Stock, Preferred Stock,
Depositary Shares, Debt Securities,
Warrants(1)......................... (3) (3) $500,000,000 $132,000
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Guarantees of Debt Securities by
direct and indirect subsidiaries of
Lennar(4)........................... (3) (3) -- $0(5)
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(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.
(4) See the following page for a list of the subsidiary guarantors.
(5) Pursuant to Rule 457(n) of the Securities Act of 1933, no separate fee for
the guarantees is payable.
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<TABLE>
<CAPTION>
JURISDICTION OF
INCORPORATION OR I.R.S. EMPLOYER
NAME OF CO-REGISTRANT ORGANIZATION IDENTIFICATION NO.
--------------------- ---------------- ------------------
<S> <C> <C>
BCDC Corp. California 59-3504210
Boca Greens, Inc. Florida 59-1707681
Boca Isles Club, Inc. Florida 65-0406766
Boca Isles South Club, Inc. Florida 65-0456217
Bramalea California, Inc. California 95-3426206
Bramalea California Properties, Inc. California 98-0087244
Bramalea California Realty, Inc. California 59-3504214
Clodine-Bellaire LP, Inc. Nevada 91-1937380
Club Pembroke Isles, Inc. Florida 65-0567595
DCA at Banyan Tree, Inc. Florida 59-2220562
DCA at North Lauderdale, Inc. Florida 59-2308334
DCA at Pembroke Pointe, Inc. Florida 59-2298128
DCA at Wiggins Bay, Inc. Florida 59-1691586
DCA General Contractors Florida 59-0941257
DCA Homes of Central Florida, Inc. Florida 59-2460033
DCA NJ Realty, Inc. New Jersey 22-2242815
DCA of Broward County, Inc. Florida 59-2105872
DCA of Hialeah, Inc. Florida 59-2087720
DCA of Lake Worth, Inc. Florida 59-1863953
DCA of New Jersey, Inc. New Jersey 22-2285266
Devco Land Corp. Florida 59-2375890
Dyeing & Finishing, Inc. Florida 59-2505473
First Atlantic Building Corp. Florida 59-1355591
Greystone Construction, Inc. Arizona 86-0864245
Greystone Homes, Inc. Delaware 93-1070009
Greystone Homes of Nevada, Inc. Delaware 88-0412604
Greystone Nevada, LLC Delaware 88-0412611
Harris County LP, Inc. Nevada 91-1890279
Hillside, Inc. Florida 59-2343135
Inactive Corporations, Inc. Florida 59-1275889
Kings Isle Recreation Corp. Florida 65-0462725
Kings Ridge Golf Corporation Florida 65-0718382
Kings Ridge Recreation Corporation Florida 65-0718384
Kings Wood Development Corporation Florida 65-0766576
Lennar Acquisition Corp. II California 33-0812777
Lennar Communities Development, Inc. Delaware 86-0262130
Lennar Communities, Inc. California 33-0855007
Lennar Construction, Inc. Arizona 86-0972186
Lennar Financial Services, Inc. Florida 65-0774024
Lennar Homes, Inc. Florida 59-0711505
Lennar Homes of Arizona, Inc. Arizona 65-0163412
Lennar Homes of California, Inc. California 93-1223261
Lennar Homes of Texas Land and Construction, Ltd. Texas 75-2792018
Lennar Homes of Texas Sales and Marketing, Ltd. Texas 75-2792019
Lennar La Paz, Inc. California 33-0812776
Lennar La Paz Limited, Inc. California 33-0812775
Lennar Land Partners Sub, Inc. Delaware 65-0776454
Lennar Land Partners Sub II, Inc. Nevada 88-0429001
Lennar Management, Inc. California 65-0626774
Lennar Nevada, Inc. Nevada 88-0401445
Lennar Northland I, Inc. California 33-0805080
Lennar Northland II, Inc. California 33-0821001
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
JURISDICTION OF
INCORPORATION OR I.R.S. EMPLOYER
NAME OF CO-REGISTRANT ORGANIZATION IDENTIFICATION NO.
--------------------- ---------------- ------------------
<S> <C> <C>
Lennar Northland III, Inc. California 33-0821002
Lennar Northland IV, Inc. California 33-0821003
Lennar Northland V, Inc. California 33-0836779
Lennar Northland VI, Inc. California 33-0836810
Lennar Oceanside, LLC California 33-0843358
Lennar Pacific, L.P. Delaware 88-0412610
Lennar Pacific, Inc. Delaware 88-0412608
Lennar Pacific Properties, Inc. Delaware 88-0412607
Lennar Realty, Inc. Florida 59-0866794
Lennar Renaissance, Inc. California 33-0726195
Lennar Sacramento, Inc. California 33-0794993
Lennar Sales Corp. California 95-4716082
Lennar San Jose Holdings, Inc. California 65-0645170
Lennar Southland I, Inc. California 33-0801714
Lennar Southland II, Inc. California 33-0836784
Lennar Southland III, Inc. California 33-0836786
Lennar Southwest Holding Corp. Nevada 91-1933536
Lennar Texas Holding Company Texas 75-2788257
Lennar Title Services, Inc. Florida 65-0764516
Lennar.Com, Inc. Florida 65-0980149
Long Point Development Corp. Texas 76-0587917
Lucerne Greens, Inc. Florida 59-2461739
Lucerne Merged Condominiums, Inc. Florida 65-0576452
M.A.P. Builders, Inc. Florida 59-1908120
M.A.P. Vineyards of Plantation, Inc. Florida 59-2377054
Marlborough Development Corporation California 95-6072804
Midland Housing Industries Corp. California 95-2775081
Midland Investment Corporation California 95-2842301
Mission Viejo Holdings, Inc. California 33-0785862
Mission Viejo 12S Venture, LP California 33-0615197
Monterey Village Development Corp. Florida 59-2343136
Quality Roof Truss Company Florida 59-0933031
Rancho Summit, LLC California 33-0787817
Regency Title Company Texas 76-0499633
Riviera Land Corp. Florida 59-1281470
Savell Gulley Development Corporation Texas 76-0564056
Silver Lakes-Gateway Clubhouse, Inc. Florida 65-0628738
SLTC, Inc. Texas 58-2451020
Strategic Holdings, Inc. Nevada 91-1770357
Strategic Technologies, Inc. Florida 65-0523605
Strategic Technologies Communications of California, Inc. California 95-4149805
Superior Realty & Marketing, Inc. Florida 59-1917965
Universal Title Insurors, Inc. Florida 59-2114706
U.S. Home Corporation (f/k/a Len Acquisition Corporation) Delaware 52-2227619
W. B. Homes, Inc. Florida 59-1212785
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
JURISDICTION OF
INCORPORATION OR I.R.S. EMPLOYER
NAME OF CO-REGISTRANT ORGANIZATION IDENTIFICATION NO.
--------------------- ---------------- ------------------
<S> <C> <C>
Westchase, Inc. Nevada 91-1954138
Brush Masters, Inc. Minnesota 41-1701189
Canterbury Corporation Florida 59-3236245
Countryplace Golf Course, Inc. Texas 76-0270117
E.M.J.V. Corp. Florida 59-3411844
Homecraft Corporation Texas 76-0334090
Imperial Homes Corporation Florida 76-0334117
Lundgren Bros. Construction, Inc. Minnesota 41-0970679
Mid-County Utilities, Inc. Maryland 76-0610395
Oceanpointe Development Corporation Florida 76-0264460
Orrin Thompson Construction Company Minnesota 76-0334101
Orrin Thompson Homes Corp. Minnesota 76-0334105
Paparone Construction Co. New Jersey 76-0334106
Prarie Lake Corporation Florida 76-0529840
Rivenhome Corporation Florida 76-0569346
Rutenberg Homes, Inc. (FL) Florida 76-0340291
Rutenberg Homes, Inc. (TX) Texas 76-0215995
Stoney Corporation Florida 59-3374931
Summerway Investment Corp. Florida 76-0589471
U.S. Home of Arizona Construction Co. Arizona 74-2402824
U.S. Home of Colorado Real Estate, Inc. Colorado 76-0305947
U.S. Home Realty Corporation Florida 76-0327612
U.S. Home Realty, Inc. (MD) Maryland 74-2765031
U.S. Home Realty, Inc. (TX) Texas 76-0136964
U.S.H. Corporation of New York New York 22-1995835
U.S.H. Los Prados, Inc. Nevada 88-0232393
USH Acquisition Corp. Delaware 76-0604353
USH Equity Corporation Nevada 76-0450341
USH Holding, Inc. Delaware 76-0572706
USH Millennium Ventures Corp. Florida 76-0546603
USH/MJR, Inc. Texas 76-0573246
USH (West Lake), Inc. New Jersey 22-3471278
USH Woodbridge, Inc. Texas 76-0561576
Weststone Corporation Florida 74-2944437
</TABLE>
<PAGE> 5
SUBJECT TO COMPLETION, DATED JULY 28, 2000
PROSPECTUS
LENNAR CORPORATION
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT SECURITIES
AND
WARRANTS
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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 and
which may or may not be guaranteed by some or all of our subsidiaries, other
than our subsidiaries which are finance companies) 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:
- The names of the underwriters or agents, if any, through which we will
sell the securities;
- The proposed amounts of securities, if any, which the underwriters will
purchase;
- The compensation, if any, of those underwriters or agents;
- The major risk factors associated with the securities offered;
- The initial public offering price of the securities;
- Information about securities exchanges or automated quotation systems on
which the securities will be listed or traded; and
- Any other material information about the offering and sale of the
securities.
The principal executive offices of Lennar Corporation are located at 700
N.W. 107th Avenue, Miami, Florida 33172. The telephone number is (305) 559-4000.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES WE MAY BE OFFERING OR
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THE SECURITIES DESCRIBED IN IT UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
SECURITIES IN ANY STATE WHERE SUCH AN OFFER OR SALE IS NOT PERMITTED.
July 28, 2000
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TABLE OF CONTENTS
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PAGE
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FORWARD-LOOKING INFORMATION................................. i
THE COMPANY................................................. 1
USE OF PROCEEDS............................................. 1
RATIO OF EARNINGS TO FIXED CHARGES.......................... 1
DESCRIPTION OF DEBT SECURITIES.............................. 2
DESCRIPTION OF WARRANTS..................................... 4
DESCRIPTION OF COMMON STOCK AND PREFERRED SECURITIES........ 5
DESCRIPTION OF DEPOSITARY SHARES............................ 7
LEGAL MATTERS............................................... 8
EXPERTS..................................................... 8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 8
INFORMATION WE FILE......................................... 9
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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.
(i)
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THE COMPANY
We have been selling and building single family homes to first-time,
first-time move-up, second-time move-up, active adults and others for over 40
years. We currently operate in 13 states, including Florida, California, Texas,
Arizona and Nevada. According to data from the Bureau of the Census, these five
states accounted for approximately 33% of residential building permits issued in
the United States during 1999.
Our revenues from homebuilding operations increased to $2.8 billion in
fiscal 1999 from $666 million in fiscal 1995, which represents a compound annual
growth rate of 44%. Over the same period, our earnings before interest and
taxes, referred to as "EBIT," grew to $334 million from $135 million, a compound
annual growth rate of 26%. We delivered 12,589 homes in fiscal 1999 compared
with 10,777 homes in fiscal 1998 and 4,680 homes in fiscal 1995. At May 31,
2000, the dollar value of our backlog of homes under contract totaled $2.3
billion (9,806 homes), compared with $1.1 billion (5,117 homes) at May 31, 1999.
Our financial services subsidiaries provide mortgage financing, title
insurance and closing services to people who buy our homes and others. These
subsidiaries also 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 1999, we originated $2.2 billion of mortgage loans compared with $1.0
billion in the prior year. Approximately 51% of the loans we originated in
fiscal 1999 were to persons buying our homes compared with 77% in fiscal 1998.
In May 2000, we acquired U.S. Home Corporation in a transaction in which
the U.S. Home stockholders received a total of approximately $243.4 million in
cash and 13 million shares of our common stock. U.S. Home is now our
wholly-owned subsidiary. It is a homebuilder and provides mortgage financing.
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, including indebtedness of our
wholly-owned subsidiaries, for acquisitions, or for other general corporate
purposes.
RATIO OF EARNINGS TO FIXED CHARGES
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SIX MONTHS ENDED
------------------- YEARS ENDED NOVEMBER 30,
MAY 31, MAY 31, --------------------------------
2000 1999 1999 1998 1997 1996 1995
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Ratio of earnings to fixed charges(1)........... 2.9x 4.1x 4.7x 4.7x 2.2x 2.7x 2.3x
Ratio of earnings to fixed charges (excluding
limited-purpose finance subsidiaries)(1)...... 2.9x 4.2x 4.8x 4.9x 2.3x 2.9x 2.6x
</TABLE>
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(1) For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consist of income from continuing operations before income taxes
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 periods 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.
1
<PAGE> 8
DESCRIPTION OF DEBT SECURITIES
We will issue the debt securities under an indenture dated as of December
31, 1997 with Bank One Trust Company, N.A. (as successor in interest to 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
have filed the indenture as an exhibit to our Registration Statement, File No.
333-73311 and you may inspect it as described under "Information We File" on
page 9 or 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
co-registrants in this prospectus (each our direct or indirect subsidiary) may
guaranty our payment of any debt securities issued under this prospectus. 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:
- the title of the debt securities and whether the debt securities are
senior or subordinated debt securities;
- any limit upon the aggregate principal amount of a series of debt
securities which we may issue;
- the date or dates on which principal of the debt securities will be
payable and the amount of principal which will be payable;
- 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;
- the currency or currencies in which principal, premium, if any, and
interest, if any, will be paid;
- whether our obligations with regard to the debt securities are guaranteed
by some or all of our subsidiaries;
- 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;
- any provisions regarding our right to prepay debt securities or of
holders to require us to prepay debt securities;
- 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;
- 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;
- any index or formula used to determine the required payments of
principal, premium, if any, or interest, if any;
- 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;
- any special or modified events of default or covenants with respect to
the debt securities; and
- any other material terms of the debt securities.
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<PAGE> 9
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, then in the prospectus
supplement relating to those debt securities, we will describe 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.
EVENTS OF DEFAULT AND REMEDIES
An event of default with respect to each series of debt securities will
include:
- our default in payment of the principal of or premium, if any, on any
debt securities of any series beyond any applicable grace period;
- 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;
- our default for 60 days after notice in the observance or performance of
any other covenants in the indenture; and
- 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.
3
<PAGE> 10
MODIFICATION OF THE INDENTURE
We and the trustee may:
- without the consent of holders of debt securities, modify the indenture
to cure errors or clarify ambiguities;
- 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
- 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.
However, we may not:
- 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
- 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 (1) 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 (2)
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
Bank One Trust Company, N.A., 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.
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:
- 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);
4
<PAGE> 11
- 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);
- the period during which the warrants may be exercised;
- 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;
- the place or places where warrants can be presented for exercise or for
registration of transfer or exchange; and
- 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, $0.10 par
value, 100,000,000 shares of participating preferred stock, $0.10 par value and
500,000 shares of preferred stock, $10.00 par value. At May 31, 2000, 51,778,160
shares of our common stock, 9,848,112 shares of our class B common stock and no
shares of participating preferred stock or 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:
- the title of the series;
- any limit upon the number of shares of the series which may be issued;
- the preference, if any, to which holders of the series will be entitled
upon our liquidation;
- the date or dates on which we will be required or permitted to redeem
shares of the series;
- 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;
- the voting rights of the holders of the preferred stock;
- 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);
- 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;
- 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
- 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 are 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.
5
<PAGE> 12
The transfer agent and registrar for the common stock is Fleet National
Bank, care of EquiServe Limited Partnership of 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.
At May 31, 2000, Leonard Miller, the Chairman of our company, owned,
through a family partnership, class B common stock which would be entitled to
approximately 65% of the combined votes which could be cast by the holders of
the common stock and the class B common stock. That gives Mr. Miller the power
to elect all our directors and to approve most matters which are presented to
our stockholders, even if no other stockholders vote in favor of them. Mr.
Miller's ownership might discourage someone from making a significant equity
investment in us, even if we needed the investment to meet our obligations and
to operate our business. 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 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).
PARTICIPATING PREFERRED STOCK
Our participating preferred stock is identical with the common stock in
every way, except that (a) no dividends may be paid with regard to the common
stock in a calendar year until the holders of the participating preferred stock
have received a total of $.0125 per share, then no dividends may be paid in that
year with regard to the participating preferred stock until the holders of the
common stock have received dividends totaling $.0125 per share, and then any
additional dividends in the year will be paid on an equal per share basis to the
holders of the participating preferred stock and of the common stock, (b) if we
are liquidated, none of our assets may be distributed to the holders of the
common stock until the holders of the participating preferred stock have
received assets totaling $10 per share, then no assets may be distributed to the
holders of the participating preferred stock until the holders of the common
stock have received assets totaling $10 per share, and then any further
liquidating distributions will be made on an equal per share basis to the
holders of the participating preferred stock and of the common stock, and (c)
holders of participating preferred stock will vote separately on corporate
actions which would change the participating preferred stock or would cause the
holders of the participating preferred
6
<PAGE> 13
stock to receive consideration in a merger or similar transaction which is
different from the consideration received by the holders of the 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.
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.
7
<PAGE> 14
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:
- all outstanding depositary shares to which it relates have been redeemed
or converted or
- 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
Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New York, New York
10166, will pass upon the validity of any securities we offer 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
Our consolidated financial statements and the related financial statement
schedule which are incorporated by reference into this prospectus from our
Annual Report on Form 10-K for the fiscal year ended November 30, 1999, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated by reference in this prospectus in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
The consolidated financial statements of U.S. Home incorporated by
reference in this prospectus and elsewhere in the registration statement from
U.S. Home's Annual Report on Form 10-K for the fiscal year ended December 31,
1999, have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
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, dated February 28, 2000, for the
fiscal year ended November 30, 1999;
(b) our Quarterly Report on Form 10-Q, dated April 14, 2000, for the
quarter ended February 29, 2000;
(c) our Quarterly Report on Form 10-Q, dated July 17, 2000, for the
quarter ended May 31, 2000;
(d) our Current Report on Form 8-K dated February 23, 2000;
8
<PAGE> 15
(e) our Current Report on Form 8-K dated May 16, 2000, as amended by a
Form 8-K/A dated June 30, 2000;
(f) our Definitive Proxy Statement dated March 9, 2000;
(g) 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; and
(h) our Registration Statement on Form S-4 dated July 13, 2000, as
amended by a Form S-4/A dated July 20, 2000.
The following documents previously filed by U.S. Home Corporation with the
SEC under the File Number 1-5899 are incorporated by reference in this
Registration Statement:
(a) U.S. Home's Annual Report on Form 10-K, dated March 15, 2000, for
the fiscal year ended December 31, 1999;
(b) U.S. Home's Current Report on Form 8-K dated February 28, 2000;
(c) U.S. Home's Quarterly Report on Form 10-Q, dated May 15, 2000, for
the quarter ended March 31, 2000; and
(d) U.S. Home's Current Report on Form 8-K dated May 16, 2000.
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, including any beneficial owner, 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.
9
<PAGE> 16
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:
<TABLE>
<S> <C>
Registration fee -- Securities and Exchange Commission...... $132,000
Accounting fees and expenses................................ 7,500(1)
Legal fees and expenses..................................... 25,000(1)
Trustees' fees and expenses................................. 5,000(1)
Miscellaneous............................................... 5,500
--------
Total....................................................... $175,000
========
</TABLE>
---------------
(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.
4.1 Form of Indenture, dated as of December 31, 1997, between the
Company and Bank One Trust Company, N.A., as successor in interest
to 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).
4.2(a) Article IV of the Company's Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3(a) of the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1998, dated March 1, 1999), as amended by the
Certificate of Amendment to Certificate of Incorporation, dated
April 9, 1999 (incorporated by reference to Exhibit 3(a) of the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1999, file number 1-11749, dated February 28, 2000).
4.2(b) By-Laws of the Company (incorporated by reference to Exhibit 3.2 to
the Company's Current Report on Form 8-K, file number 1-11749,
dated October 31, 1997).
5.1 Opinion of Clifford Chance Rogers & Wells LLP.
12.1 Statements of computation of ratios of earnings to fixed charges.
23.1 Consent of Clifford Chance Rogers & Wells LLP (contained in Exhibit
5.1).
23.2 Consent of Deloitte & Touche LLP (relating to financial statements
of Lennar).
23.3 Consent of Arthur Andersen LLP (relating to the financial
statements of U.S. Home Corporation prior to its acquisition by
Lennar).
24.1 Power of Attorney (included with the signature pages herein).
25.1 Statement of Eligibility and Qualification on Form T-1 of Trustee
under the Indenture.
II-1
<PAGE> 17
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 of 1933;
(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 of
1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 of 1933, each filing of Lennar's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act of 1934 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 of 1933, 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.
(6) 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 in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Trust Indenture Act.
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
II-2
<PAGE> 18
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> 19
SIGNATURES
Pursuant to the requirements of the Securities Act, the undersigned
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
Florida, on July 28, 2000.
LENNAR CORPORATION
By: /s/ STUART A. MILLER
------------------------------------
Name: Stuart A. Miller
Title: President, Chief Executive
Officer and Director
The following direct and indirect subsidiaries of registrant may guarantee
the debt securities and are co-registrants under this registration statement.
<TABLE>
<CAPTION>
NAME OF CO-REGISTRANT
---------------------
<S> <C>
BCDC Corp.
Boca Greens, Inc.
Boca Isles Club, Inc.
Boca Isles South Club, Inc.
Bramalea California, Inc.
Bramalea California Properties, Inc.
Bramalea California Realty, Inc.
Clodine-Bellaire LP, Inc.
Club Pembroke Isles, Inc.
DCA at Banyan Tree, Inc.
DCA at North Lauderdale, Inc.
DCA at Pembroke Pointe, Inc.
DCA at Wiggins Bay, Inc.
DCA General Contractors, Inc.
DCA Homes of Central Florida, Inc.
DCA NJ Realty, Inc.
DCA of Broward County, Inc.
DCA of Hialeah, Inc.
DCA of Lake Worth, Inc.
DCA of New Jersey, Inc.
Devco Land Corp.
Dyeing & Finishing, Inc.
First Atlantic Building Corp.
Greystone Construction, Inc.
Greystone Homes, Inc.
Greystone Homes of Nevada, Inc.
**Greystone Nevada, LLC
Harris County LP, Inc.
Hillside, Inc.
Inactive Corporations, Inc.
Kings Isle Recreation Corp.
Kings Ridge Golf Corporation
Kings Ridge Recreation Corporation
Kings Wood Development Corporation
Lennar Acquisition Corp. II
Lennar.Com, Inc.
Lennar Communities, Inc.
Lennar Communities Development, Inc.
</TABLE>
II-4
<PAGE> 20
<TABLE>
<CAPTION>
NAME OF CO-REGISTRANT
---------------------
<S> <C>
Lennar Construction, Inc.
Lennar Financial Services, Inc.
Lennar Homes, Inc.
Lennar Homes of Arizona, Inc.
Lennar Homes of California, Inc.
*Lennar Homes of Texas Land and Construction, Ltd.
*Lennar Homes of Texas Sales and Marketing, Ltd.
Lennar La Paz Limited, Inc.
Lennar La Paz, Inc.
Lennar Land Partners Sub, Inc.
Lennar Land Partners Sub II, Inc.
Lennar Management, Inc.
Lennar Nevada, Inc.
Lennar Northland I, Inc.
Lennar Northland II, Inc.
Lennar Northland III, Inc.
Lennar Northland IV, Inc.
Lennar Northland V, Inc.
Lennar Northland VI, Inc.
**Lennar Oceanside, LLC
**Lennar Pacific, Inc.
**Lennar Pacific, L.P.
**Lennar Pacific Properties, Inc.
Lennar Realty, Inc.
Lennar Renaissance, Inc.
Lennar Sacramento, Inc.
Lennar Sales Corp.
Lennar San Jose Holdings, Inc.
Lennar Southland I, Inc.
Lennar Southland II, Inc.
Lennar Southland III, Inc.
Lennar Southwest Holding Corp.
Lennar Texas Holding Company
Lennar Title Services, Inc.
Long Point Development Corporation
Lucerne Greens, Inc.
Lucerne Merged Condominiums, Inc.
M.A.P. Builders, Inc.
M.A.P. Vineyards Of Plantation, Inc.
Marlborough Development Corporation
Midland Housing Industries Corp.
Midland Investment Corporation
Mission Viejo Holdings, Inc.
Mission Viejo 12S Venture, LP
Monterey Village Development Corp.
Quality Roof Truss Company
**Rancho Summit, LLC
Regency Title Company
Riviera Land Corp.
Savell Gulley Development Corporation
Silver Lakes-Gateway Clubhouse, Inc.
SLTC, Inc.
Strategic Holdings, Inc.
Strategic Technologies, Inc.
Strategic Technologies Communications of California, Inc.
Superior Realty & Marketing, Inc.
</TABLE>
II-5
<PAGE> 21
<TABLE>
<CAPTION>
NAME OF CO-REGISTRANT
---------------------
<S> <C>
Universal Title Insurors, Inc.
U.S. Home Corporation (F/K/A Len Acquisition Corporation)
W. B. Homes, Inc.
Westchase, Inc.
Brush Masters, Inc.
Canterbury Corporation
Countryplace Golf Course, Inc.
E.M.J.V. Corp.
Homecraft Corporation
Imperial Homes Corporation
Lundgren Bros. Construction, Inc.
Mid-County Utilities, Inc.
Oceanpointe Development Corporation
Orrin Thompson Construction Company
Orrin Thompson Homes Corp.
Paparone Construction Co.
Prarie Lake Corporation
Rivenhome Corporation
Rutenberg Homes, Inc. (FL)
Rutenberg Homes, Inc. (TX)
Stoney Corporation
Summerway Investment Corp.
U.S. Home of Arizona Construction Co.
U.S. Home of Colorado Real Estate, Inc.
U.S. Home Realty Corporation
U.S. Home Realty, Inc. (MD)
U.S. Home Realty, Inc. (TX)
U.S.H. Corporation of New York
U.S.H. Los Prados, Inc.
USH Acquisition Corp.
USH Equity Corporation
USH Holding, Inc.
USH Millennium Ventures Corp.
USH/MJR, Inc.
USH (West Lake), Inc.
USH Woodbridge, Inc.
Weststone Corporation
</TABLE>
as Guarantors
By: /s/ DAVID B. MCCAIN
------------------------------------
Name: David B. McCain
Title: Vice President
---------------
* Executed by Lennar Texas Holding Company, as General Partner.
** Executed by Authorized Agent.
II-6
<PAGE> 22
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.
ON BEHALF OF LENNAR CORPORATION:
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<S> <C> <C>
/s/ STUART A. MILLER Chief Executive Officer, President and Director July 28, 2000
------------------------------------ (Principal Executive Officer)
Stuart A. Miller
/s/ BRUCE GROSS Vice President and Chief Financial Officer July 28, 2000
------------------------------------ (Principal Financial Officer)
Bruce Gross
/s/ DIANE J. BESSETTE Vice President and Controller July 28, 2000
------------------------------------ (Principal Accounting Officer)
Diane J. Bessette
/s/ LEONARD MILLER Chairman of the Board of Directors July 28, 2000
------------------------------------
Leonard Miller
/s/ IRVING BOLOTIN Director July 28, 2000
------------------------------------
Irving Bolotin
/s/ STEVEN L. GERARD Director July 28, 2000
------------------------------------
Steven L. Gerard
/s/ JONATHAN M. JAFFE Director July 28, 2000
------------------------------------
Jonathan M. Jaffe
/s/ R. KIRK LANDON Director July 28, 2000
------------------------------------
R. Kirk Landon
/s/ SIDNEY LAPIDUS Director July 28, 2000
------------------------------------
Sidney Lapidus
/s/ REUBEN S. LEIBOWITZ Director July 28, 2000
------------------------------------
Reuben S. Leibowitz
/s/ HERVE RIPAULT Director July 28, 2000
------------------------------------
Herve Ripault
/s/ ARNOLD P. ROSEN Director July 28, 2000
------------------------------------
Arnold P. Rosen
/s/ STEVEN J. SAIONTZ Director July 28, 2000
------------------------------------
Steven J. Saiontz
/s/ ROBERT J. STRUDLER Vice-Chairman of the Board of Directors July 28, 2000
------------------------------------
Robert J. Strudler
</TABLE>
II-7
<PAGE> 23
ON BEHALF OF THE FOLLOWING LISTED CO-REGISTRANTS:
<TABLE>
<CAPTION>
NAME OF CO-REGISTRANT
---------------------
<S> <C>
BCDC Corp.
Boca Greens, Inc.
Boca Isles Club, Inc.
Boca Isles South Club, Inc.
Bramalea California, Inc.
Bramalea California Properties, Inc.
Bramalea California Realty, Inc.
Clodine-Bellaire LP, Inc.
Club Pembroke Isles, Inc.
DCA at Banyan Tree, Inc.
DCA at North Lauderdale, Inc.
DCA at Pembroke Pointe, Inc.
DCA at Wiggins Bay, Inc.
DCA General Contractors, Inc.
DCA Homes of Central Florida, Inc.
DCA NJ Realty, Inc.
DCA of Broward County, Inc.
DCA of Hialeah, Inc.
DCA of Lake Worth, Inc.
DCA of New Jersey, Inc.
Devco Land Corp.
Dyeing & Finishing, Inc.
First Atlantic Building Corp.
Harris County LP, Inc.
Hillside, Inc.
Inactive Corporations, Inc.
Kings Isle Recreation Corp.
Kings Ridge Golf Corporation
Kings Ridge Recreation Corporation
Kings Wood Development Corporation
Lennar Acquisition Corp. II
Lennar Communities, Inc.
Lennar Communities Development, Inc.
Lennar Construction, Inc.
Lennar Homes, Inc.
Lennar Homes of Arizona, Inc.
Lennar Homes of California, Inc.
Lennar La Paz Limited, Inc.
Lennar La Paz, Inc.
Lennar Land Partners Sub, Inc.
Lennar Land Partners Sub II, Inc.
Lennar Management, Inc.
Lennar Nevada, Inc.
Lennar Northland I, Inc.
Lennar Northland II, Inc.
Lennar Northland III, Inc.
Lennar Northland IV, Inc.
Lennar Northland V, Inc.
Lennar Northland VI, Inc.
Lennar Realty, Inc.
Lennar Renaissance, Inc.
Lennar Sacramento, Inc.
Lennar San Jose Holdings, Inc.
Lennar Southland I, Inc.
</TABLE>
II-8
<PAGE> 24
<TABLE>
<CAPTION>
NAME OF CO-REGISTRANT
---------------------
<S> <C>
Lennar Southland II, Inc.
Lennar Southland III, Inc.
Lennar Southwest Holding Corp.
Lennar Texas Holding Company
Lennar.Com, Inc.
Long Point Development Corporation
Lucerne Greens, Inc.
Lucerne Merged Condominiums, Inc.
M.A.P. Builders, Inc.
M.A.P. Vineyards of Plantation, Inc.
Marlborough Development Corporation
Midland Housing Industries Corp.
Midland Investment Corporation
Mission Viejo Holdings, Inc.
Monterey Village Development Corp.
Quality Roof Truss Company
Riviera Land Corp.
Savell Gulley Development Corporation
Silver Lakes-Gateway Clubhouse, Inc.
Strategic Holdings, Inc.
Strategic Technologies Communications of California, Inc.
Strategic Technologies, Inc.
Superior Realty & Marketing, Inc.
W. B. Homes, Inc.
Westchase, Inc.
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<S> <C> <C>
/s/ STUART A. MILLER Chief Executive Officer, President and July 28, 2000
------------------------------------ Director
Stuart A. Miller (Principal Executive Officer)
/s/ BRUCE GROSS Chief Financial Officer and Director July 28, 2000
------------------------------------ (Principal Financial Officer)
Bruce Gross
/s/ DIANE J. BESSETTE Controller and Director July 28, 2000
------------------------------------ (Principal Accounting Officer)
Diane J. Bessette
/s/ LEONARD MILLER Director July 28, 2000
------------------------------------
Leonard Miller
/s/ ALLAN J. PEKOR Director July 28, 2000
------------------------------------
Allan J. Pekor
</TABLE>
ON BEHALF OF THE FOLLOWING LISTED CO-REGISTRANTS:
<TABLE>
<CAPTION>
NAME OF CO-REGISTRANT
---------------------
<S> <C>
Brush Masters, Inc. (26) (29) (30) (53)
Canterbury Corporation (12) (15) (53) (54) (58)
Countryplace Golf Course, Inc. (53) (57) (58)
E.M.J.V. Corp. (10) (21) (38) (53) (58)
Greystone Construction, Inc. (6) (22.1) (45)
Greystone Homes of Nevada, Inc. (5) (16) (19)
Greystone Homes, Inc. (6.1) (16) (18.1) (22)
Homecraft Corporation (54) (59)
Imperial Homes Corporation (13) (53) (59)
Lennar Financial Services, Inc. (24) (36) (42) (48)
Lennar Pacific Properties, Inc. (5) (16) (19) (46)
Lennar Pacific, Inc. (5) (16) (19) (46)
</TABLE>
II-9
<PAGE> 25
<TABLE>
<CAPTION>
NAME OF CO-REGISTRANT
---------------------
<S> <C>
Lennar Sales Corp. (5) (16) (22) (46)
Lennar Title Services, Inc. (24) (36) (43) (47)
Lundgren Bros. Construction, Inc. (30) (40) (44) (63)
Mid-County Utilities, Inc. (1) (11) (31)
Oceanpointe Development Corporation (7) (38) (58)
Orrin Thompson Construction Company (59)
Orrin Thompson Homes Corp. (59)
Paparone Construction Co. (13) (59)
Prairie Lake Corporation (12) (38) (53) (58)
Regency Title Company (24) (36) (43) (48) (68)
Rivenhome Corporation (9) (38) (53) (54) (58)
Rutenberg Homes, Inc. (FL) (9) (13) (53) (58)
Rutenberg Homes, Inc. (TX) (39) (53) (59)
SLTC, Inc. (25) (34) (35) (43) (48) (62)
Stoney Corporation (2) (15) (58)
Summerway Investment Corp. (38) (53) (58) (66)
U.S. Home Corporation (f/k/a Len Acquisition Corporation)
(18) (43) (55) (61)
U.S. Home of Arizona Construction Co. (4) (41) (58)
U.S. Home of Colorado Real Estate, Inc. (17) (58) (67)
U.S. Home Realty Corporation (10) (27) (38) (58)
U.S. Home Realty, Inc. (MD) (3) (32) (38) (53) (58)
U.S. Home Realty, Inc. (TX) (13) (59)
U.S.H. Corporation of New York (10) (59)
U.S.H. Los Prados, Inc. (20) (38) (53) (56) (58)
Universal Title Insurors, Inc. (24) (33) (36) (37) (43) (48)
USH (West Lake), Inc. (38) (49) (53) (58) (60)
USH Acquisition Corp. (26) (53) (64)
USH Equity Corporation (38) (53) (59)
USH Holding, Inc. (38) (53) (54) (59)
USH Millennium Ventures Corp. (23) (58) (65)
USH Woodbridge, Inc. (8) (14) (28) (38) (53) (58)
USH/MJR, Inc. (50) (54) (58)
Weststone Corporation (2) (15) (58)
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<S> <C> <C>
/s/ PHILIP F. BARBER (1) Chief Executive Officer July 28, 2000
------------------------------------ (Principal Executive Officer) and Director
Philip F. Barber
/s/ WALTER BEEMAN (2) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Walter Beeman
/s/ JERROLD H. BERMAN (3) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Jerrold H. Berman
/s/ STEVEN L. CRADDOCK (4) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Steven L. Craddock
/s/ MARC CHASMAN (5) Director and Treasurer (Principal July 28, 2000
------------------------------------ Financial Officer)
Marc Chasman (6) Director
(6.1) Director and Controller (Principal
Accounting Officer)
/s/ SAM B. CRIMALDI (7) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Sam B. Crimaldi
/s/ AL CROOM (8) Chief Financial Officer (Principal July 28, 2000
------------------------------------ Financial Officer)
Al Croom
</TABLE>
II-10
<PAGE> 26
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<S> <C> <C>
/s/ JAMES E. CURRY (9) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
James E. Curry
/s/ BILL DASKAROLIS (10) Chief Financial Officer (Principal July 28, 2000
------------------------------------ Financial Officer)
Bill Daskarolis
/s/ RORY DICKENS (11) Director July 28, 2000
------------------------------------
Rory Dickens
/s/ FRANCIS J. DOLAN (12) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Francis J. Dolan
/s/ GARY L. FRUEH (13) Chief Financial Officer (Principal July 28, 2000
------------------------------------ Financial Officer)
Gary L. Frueh (14) Director
/s/ EDWARD R. GANGWISCH (15) Chief Financial Officer (Principal July 28, 2000
------------------------------------ Financial Officer)
Edward R. Gangwisch
/s/ ROBERT W. GARCIN (16) Director July 28, 2000
------------------------------------
Robert W. Garcin
/s/ LARRY GEIGER (17) Chief Financial Officer (Principal July 28, 2000
------------------------------------ Financial Officer)
Larry Geiger
/s/ BRUCE GROSS (18) Chief Financial Officer (Principal July 28, 2000
------------------------------------ Financial Officer) and Director
Bruce Gross (18.1) Chief Financial Officer (Principal
Financial Officer)
/s/ EMILE HADDAD (19) President and Director July 28, 2000
------------------------------------ (Principal Executive Officer)
Emile Haddad
/s/ CHRISTINA HART (20) Chief Financial Officer (Principal July 28, 2000
------------------------------------ Financial Officer)
Christina Hart
/s/ ANDREW G. IRICK, II (21) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Andrew G. Irick, II
/s/ JONATHAN M. JAFFE (22) President and Director July 28, 2000
------------------------------------ (Principal Executive Officer)
Jonathan M. Jaffe (22.1) President (Principal Executive
Officer)
/s/ CRAIG M. JOHNSON (23) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Craig M. Johnson
/s/ NANCY KAMINSKY (24) Chief Financial Officer and Director July 28, 2000
------------------------------------ (Principal Financial Officer)
Nancy Kaminsky (25) Director
/s/ STEVEN E. LANE (26) Director July 28, 2000
------------------------------------
Steven E. Lane
/s/ GENE E. LANTON (27) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer) and Director
Gene E. Lanton
/s/ CHARLES LINDSAY (28) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Charles Lindsay
/s/ PAUL W. LUEDEMANN (29) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Paul W. Luedemann
/s/ ALLAN D. LUNDGREN (30) Chief Financial Officer (Principal July 28, 2000
------------------------------------ Financial Officer)
Allan D. Lundgren
</TABLE>
II-11
<PAGE> 27
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<S> <C> <C>
/s/ DAVID MARKHAM (31) Chief Financial Officer (Principal July 28, 2000
------------------------------------ Financial Officer) and Director
David Markham (32) Chief Financial Officer (Principal
Financial Officer)
/s/ BEVERLY MCREYNOLDS (33) President and Director July 28, 2000
------------------------------------ (Principal Executive Officer)
Beverly McReynolds
/s/ N.S. MOIZE (34) Director July 28, 2000
------------------------------------
N.S. Moize
/s/ WILLIAM G. MOIZE (35) President and Director July 28, 2000
------------------------------------ (Principal Executive Officer)
William G. Moize
/s/ DEBRA MODIST (36) Controller July 28, 2000
------------------------------------ (Principal Accounting Officer)
Debra Modist
/s/ JANICE MUNOZ (37) Director July 28, 2000
------------------------------------
Janice Munoz
/s/ THOMAS A. NAPOLI (38) Director July 28, 2000
------------------------------------ (39) Chief Financial Officer (Principal
Thomas A. Napoli Financial Officer)
/s/ JAMES R. NEILSON (40) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer) and Director
James R. Neilson
/s/ MICHAEL O'CONNER (41) Chief Financial Officer (Principal July 28, 2000
------------------------------------ Financial Officer)
Michael O'Conner
/s/ ALLAN J. PEKOR (42) President and Director (Principal July 28, 2000
------------------------------------ Executive Officer)
Allan J. Pekor (43) Director
/s/ PETER PFLAUM (44) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer) and Director
Peter Pflaum
/s/ ALLAN QUAN (45) Treasurer and Controller (Principal July 28, 2000
------------------------------------ Financial Officer and Principal Accounting
Allan Quan Officer)
(46) Controller (Principal Accounting
Officer)
/s/ LINDA REED (47) President and Director July 28, 2000
------------------------------------ (Principal Executive Officer)
Linda Reed (48) Director
/s/ PAUL REMPE (49) Chief Financial Officer (Principal July 28, 2000
------------------------------------ Financial Officer)
Paul Rempe
/s/ MICHAEL T. RICHARDSON (50) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Michael T. Richardson
INTENTIONALLY BLANK (51) Reserved
(52) Reserved
/s/ CHESTER P. SADOWSKI (53) Director July 28, 2000
------------------------------------ (54) Chief Financial Officer (Principal
Chester P. Sadowski Financial Officer)
(55) Controller (Principal Accounting
Officer)
/s/ MIKE DE SILVA (56) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Mike De Silva
/s/ PAUL SIMS (57) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Paul Sims
</TABLE>
II-12
<PAGE> 28
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<S> <C> <C>
/s/ RICHARD G. SLAUGHTER (58) Director July 28, 2000
------------------------------------ (59) Chief Executive Officer (Principal
Richard G. Slaughter Executive Officer) and Director
/s/ GREGORY A. SNYDER (60) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Gregory A. Snyder
/s/ ROBERT J. STRUDLER (61) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer) and Director
Robert J. Strudler
/s/ E. BLAKE UTLEY (62) Chief Financial Officer and Controller July 28, 2000
------------------------------------ (Principal Financial Officer and Principal
E. Blake Utley Accounting Officer)
/s/ PHILIP J. WALSH, III (63) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Philip J. Walsh, III (64) Chief Executive Officer (Principal
Executive Officer) and Director
/s/ CHARLES WEBBER, JR. (65) Chief Financial Officer (Principal July 28, 2000
------------------------------------ Financial Officer)
Charles Webber, Jr. (66) Chief Executive Officer (Principal
Executive Officer) and Chief Financial
Officer (Principal Financial Officer)
/s/ JEFFREY H. WHITON (67) Chief Executive Officer (Principal July 28, 2000
------------------------------------ Executive Officer)
Jeffrey H. Whiton
/s/ ANN JOHNSON (68) President (Principal Executive Officer) July 28, 2000
------------------------------------
Ann Johnson
</TABLE>
ON BEHALF OF THE FOLLOWING LIMITED PARTNERSHIP CO-REGISTRANTS:
<TABLE>
<CAPTION>
NAME OF CO-REGISTRANT GENERAL PARTNER OF CO-REGISTRANT
--------------------- --------------------------------
<S> <C>
Lennar Homes of Texas Land and Construction, Lennar Texas Holding Company
Ltd.
Lennar Homes of Texas Sales and Marketing, Ltd. Lennar Texas Holding Company
Lennar Pacific, L.P. Greystone Homes, Inc.
Mission Viejo 12S Venture, LP Mission Viejo Holdings, Inc.
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<S> <C> <C>
/s/ DIANE J. BESSETTE Director of each of: Lennar Texas Holding July 28, 2000
------------------------------------ Company and Mission Viejo Holdings, Inc.
Diane J. Bessette
/s/ MARC CHASMAN Director of Greystone Homes, Inc. July 28, 2000
------------------------------------
Marc Chasman
/s/ ROBERT W. GARCIN Director of Greystone Homes, Inc. July 28, 2000
------------------------------------
Robert W. Garcin
/s/ BRUCE GROSS Director of each of: Lennar Texas Holding July 28, 2000
------------------------------------ Company and Mission Viejo Holdings, Inc.
Bruce Gross
/s/ JONATHAN M. JAFFE Director of Greystone Homes, Inc. July 28, 2000
------------------------------------
Jonathan M. Jaffe
/s/ LEONARD MILLER Director of each of: Lennar Texas Holding July 28, 2000
------------------------------------ Company and Mission Viejo Holdings, Inc.
Leonard Miller
/s/ STUART A. MILLER Director of each of: Lennar Texas Holding July 28, 2000
------------------------------------ Company and Mission Viejo Holdings, Inc.
Stuart A. Miller
</TABLE>
II-13
<PAGE> 29
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<S> <C> <C>
/s/ ALLAN J. PEKOR Director of each of: Lennar Texas Holding July 28, 2000
------------------------------------ Company and Mission Viejo Holdings, Inc.
Allan J. Pekor
/s/ ALLAN QUAN Director of Greystone Homes, Inc. July 28, 2000
------------------------------------
Allan Quan
</TABLE>
II-14
<PAGE> 30
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<S> <C>
4.1 Form of Indenture, dated as of December 31, 1997, between
the Company and Bank One Trust Company, N.A., as successor
in interest to 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).
4.2(a) Article IV of the Company's Amended and Restated Certificate
of Incorporation (incorporated by reference to Exhibit 3(a)
of the Company's Annual Report on Form 10-K, for the fiscal
year ended November 30, 1998, dated March 1, 1999), as
amended by the Certificate of Amendment to Certificate of
Incorporation, dated April 9, 1999 (incorporated by
reference to Exhibit 3(a) of the Company's Annual Report on
Form 10-K for the fiscal year ended November 30, 1999, file
number 1-11749, dated February 28, 2000).
4.2(b) By-Laws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Current Report on Form 8-K, file number
1-11749, dated October 31, 1997).
5.1 Opinion of Clifford Chance Rogers & Wells LLP.
12.1 Statements of computation of ratios of earnings to fixed
charges.
23.1 Consent of Clifford Chance Rogers & Wells LLP (contained in
Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP (relating to financial
statements of Lennar).
23.3 Consent of Arthur Andersen LLP (relating to financial
statements of U.S. Home Corporation prior to its acquisition
by Lennar).
24.1 Power of Attorney (included with the signature pages
herein).
25.1 Statement of Eligibility and Qualification on Form T-1 of
Trustee under the Indenture.
</TABLE>
