<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
Lennar Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[LENNAR CORPORATION LOGO]
Seven Hundred N.W. 107th Avenue, Miami, Florida 33172 -- (305) 559-4000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 4, 2000
TO THE STOCKHOLDERS OF LENNAR CORPORATION:
This is to notify you that the Annual Meeting of the stockholders of Lennar
Corporation will be held at the Doral Park Golf and Country Club, 5001 N.W.
104th Avenue, Miami, Florida on Tuesday, April 4, 2000, at 11:00 o'clock a.m.
Eastern Daylight Saving Time, for the following purposes:
1. To elect three directors. The other directors have been elected for
terms that expire in subsequent years.
2. To transact any other business which may properly come before the
meeting.
Only stockholders of record at the close of business on February 22, 2000
will be entitled to notice of or to vote at the meeting or any adjournment of
the meeting. Our transfer books will not be closed.
If you do not intend to be present at the meeting, please sign and return
the enclosed Proxy. If you attend and vote in person, the Proxy will not be used
with regard to the matters on which you voted.
By Order of the Board of Directors
DAVID B. McCAIN
Secretary
Dated: March 9, 2000
<PAGE> 3
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXY
Our management is soliciting the accompanying Proxy. The proxyholders named
in the Proxy will vote all shares represented by proxies in the manner
designated or, if no designation is made, they will vote the proxies for the
proposals presented in this Proxy Statement. They will not vote shares with
regard to matters as to which proxies instruct the proxyholders to abstain (or
which are marked by brokers to show that specified numbers of shares are not to
be voted). WE ARE MAILING THIS PROXY STATEMENT AND THE ACCOMPANYING FORM OF
PROXY ON OR ABOUT MARCH 9, 2000 TO ALL STOCKHOLDERS OF RECORD ON FEBRUARY 22,
2000. If you give a proxy, you may revoke it at any time before it is voted by a
written instrument of revocation which we receive at our office at 700 N.W.
107th Avenue, Miami, Florida 33172, or in open meeting, without, however,
affecting any vote which has already been taken. Your presence at the meeting
will not revoke a proxy, but if you attend the meeting and cast a ballot, that
will revoke a proxy as to the matter on which the ballot is cast.
COST AND METHOD OF SOLICITATION
We will bear the cost of soliciting proxies. We are soliciting proxies by
mail and, in addition, our directors, officers and employees may solicit proxies
personally or by telephone. We will reimburse custodians, brokerage houses,
nominees and other fiduciaries for the cost of sending proxy material to their
principals.
VOTING RIGHTS AND PROXIES
Only stockholders of record at the close of business on February 22, 2000
will be entitled to vote at the meeting. Our only outstanding voting securities
on that date were 38,810,618 shares of Common Stock and 9,848,562 shares of
Class B Common Stock. Each outstanding share of Common Stock is entitled to one
vote. Each outstanding share of Class B Common Stock is entitled to ten votes.
You may vote your stock in person or by your signed, written proxy. We will
deem any message sent to us prior to the time for voting which appears to have
been transmitted by a stockholder, or any reproduction of a proxy, to be
sufficient. The death or incapacity of a person who gives a proxy will not
revoke the proxy, unless the fiduciary who has control of the shares represented
by the proxy notifies us in writing of the death or incapacity.
PRINCIPAL STOCKHOLDERS
On February 22, 2000, the following persons are the only persons who,
insofar as we are aware based upon the most recent filings with the Securities
and Exchange Commission, owned beneficially more than 5% of any class of our
voting securities:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP CLASS
- ------------------------------------ -------------- -------------------- ----------
<S> <C> <C> <C>
Leonard Miller Class B Common Stock 9,818,861(l) 99.7%
700 NW 107th Ave.
Miami, FL 33172
Warburg, Pincus Investors, L.P. Common Stock 7,076,600(2) 18.2%
466 Lexington Avenue
New York, New York 10017
FMR Corp. Common Stock 7,044,828 18.2%
82 Devonshire Street
Boston, MA 02109-3614
Myron Kaplan Common Stock 4,996,200(3) 12.9%
P.O. Box 385
Leonia, NJ 07605
</TABLE>
- ---------------
(1) Leonard Miller's shares are owned by a limited partnership. A corporation
wholly-owned by Mr. Miller is the sole general partner of the partnership.
The limited partners consist of Mr. Miller, his wife and a trust of which
Mr. Miller is the primary beneficiary.
(2) Warburg, Pincus & Co. and E.M. Warburg, Pincus & Co., LLC are also
beneficial owners of the shares owned by Warburg, Pincus Investors, L.P.
Warburg, Pincus & Co. may be deemed to own beneficially an additional
156,978 shares of Common Stock held by its asset management affiliate.
<PAGE> 4
(3) Consists of 4,917,200 shares owned by Mr. Kaplan and 79,000 shares owned by
Kaplan Nathan & Co., L.P., as to which Mr. Kaplan shares voting or
dispositive power.
On February 22, 2000, The Depository Trust Company owned of record
37,909,209 shares of Common Stock, which was 97.7% of the outstanding Common
Stock. We understand those shares were held beneficially for members of the New
York Stock Exchange, some of whom may in turn have been holding shares
beneficially for customers.
Our voting securities which our directors and executive officers owned on
February 22, 2000 were as follows:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP(1) OF CLASS
------------------------ -------------------- -------------------- ----------
<S> <C> <C> <C>
Leonard Miller Class B Common Stock 9,818,861(2)(3) 99.7%
Common Stock 18,306 (6)
Irving Bolotin Common Stock 127,642 (6)
Bruce E. Gross Common Stock 72,324 (6)
Jonathan M. Jaffe Common Stock 91,498 (6)
R. Kirk Landon Common Stock 7,900 (6)
Sidney Lapidus Common Stock 18,000(4) (6)
Reuben S. Leibowitz Common Stock 6,000(4) (6)
Stuart A. Miller Common Stock 438,394 1.1%
Allan J. Pekor Common Stock 40,706 (6)
Arnold P. Rosen Common Stock 2,000 (6)
Steven J. Saiontz Common Stock 102,549(5) (6)
Directors and Officers as
a Group (15 persons) Class B Common Stock 9,818,861 99.7%
Common Stock 991,394 2.5%
</TABLE>
- ---------------
(1) Includes currently exercisable stock options and stock options which become
exercisable within sixty days after February 22, 2000. Those options include
options held by Irving Bolotin relating to 1,000 shares, Bruce E. Gross
relating to 30,484 shares, Jonathan M. Jaffe relating to 58,750 shares, R.
Kirk Landon relating to 1,000 shares, Sidney Lapidus relating to 2,000
shares, Reuben S. Leibowitz relating to 2,000 shares, Stuart A. Miller
relating to 364,500 shares, Allan J. Pekor relating to 29,302 shares, Arnold
P. Rosen relating to 2,000 shares, Steven J. Saiontz relating to 2,000
shares, and all directors and executive officers relating to 530,536 shares.
Also includes shares held by our Employee Stock Ownership/401(k) Plan for
the accounts of the named persons. Additional information about those shares
is contained in Note (3) to the Summary Compensation Table.
(2) Leonard Miller's shares are owned by a limited partnership. A corporation
wholly-owned by Mr. Miller is the sole general partner of the partnership.
The limited partners consist of Mr. Miller, his wife and a trust of which
Mr. Miller is the primary beneficiary.
(3) Stuart A. Miller is the trustee, and Stuart A. Miller and Mr. Saiontz's wife
are beneficiaries, of a trust which holds limited partnership interests in a
partnership which owns 9,818,861 shares of Class B Common Stock. Because
Leonard Miller is the principal beneficiary of the trust and owns the
corporation which is the sole general partner of the partnership, Leonard
Miller is shown as the beneficial owner of the 9,818,861 shares and neither
Stuart A. Miller nor Mr. Saiontz is shown as a beneficial owner of those
shares.
(4) Does not include 7,076,600 shares held by Warburg, Pincus Investors, L.P.,
in which Warburg, Pincus & Co. is the general partner. Sidney Lapidus and
Reuben S. Leibowitz are partners of Warburg, Pincus & Co.
(5) Does not include 9,000 shares held by Mr. Saiontz's wife.
(6) Less than 1%.
Because each outstanding share of Class B Common Stock is entitled to ten
votes, Leonard Miller is entitled to 98,206,916 votes, which is 71.5% of the
combined votes which may be cast by all the holders of Common Stock and Class B
Common Stock, and all directors and officers as a group are entitled to
98,649,468 votes, which is 71.9% of the combined votes which may be cast by all
the holders of Common Stock and Class B Common Stock.
2
<PAGE> 5
ELECTION OF DIRECTORS
Our directors are divided into three classes. The directors serve for terms
of three years, and the term of one class of directors expires each year. Our
Certificate of Incorporation and By-Laws provide that each class will have the
highest whole number of directors obtained by dividing the number of directors
constituting the whole Board by three, with any additional directors allocated,
one to a class, to the classes designated by the Board of Directors. The persons
named in the accompanying Proxy will vote for the following three people as our
directors to serve until the 2003 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME OF DIRECTOR AGE SINCE EXPIRES
- ---------------- --- -------------- ------------
<S> <C> <C> <C>
NOMINATED TO SERVE UNTIL THE 2003 ANNUAL MEETING OF STOCKHOLDERS
Jonathan M. Jaffe 40 1997 2000
Sidney Lapidus 62 1997 2000
Arnold P. Rosen 79 1969 2000
INFORMATION ABOUT DIRECTORS WHOSE TERMS ARE NOT EXPIRING
Irving Bolotin 67 1974 2001
R. Kirk Landon 70 1999 2001
Leonard Miller(1) 67 1969 2001
Reuben S. Leibowitz 52 1997 2002
Stuart A. Miller(1) 42 1990 2002
Steven J. Saiontz(1) 41 1990 2002
</TABLE>
- ---------------
(1) Executive Committee member.
Jonathan M. Jaffe has been one of our Vice Presidents since 1994. For more
than five years before that, he held executive positions with several of our
subsidiaries.
Sidney Lapidus has been a Partner of Warburg, Pincus & Co. and a Managing
Director of E.M. Warburg, Pincus & Co., LLC (and its predecessor) since 1974 and
has been with Warburg Pincus since 1967. Mr. Lapidus currently serves on the
boards of directors of Caribiner International, Inc., Four Media Company, Grubb
& Ellis Company, Knoll, Inc. and Radio Unica Communications Corp., as well as a
number of private companies.
Arnold P. Rosen is one of our founders and a founder of our predecessor,
F&R Builders, Inc. (which is now Lennar Homes, Inc.). Now retired, Mr. Rosen
served as an Executive Vice President from our founding in 1969 until his
retirement on December 31, 1977.
Irving Bolotin was a Senior Vice President of our Company until he retired
on December 31, 1998. He had held that position for more than five years before
his retirement.
R. Kirk Landon is the President of the Kirk Foundation, President of The
ABIG Foundation, Chairman of Innovative Surveillance Technology and Vice
Chairman of the Board of Trustees of Barry University. From 1974 to 1999 he was
Chairman of the Board of American Bankers Insurance Group and from 1991 to 1998,
he was a Director of the Federal Reserve Bank, Atlanta/Miami Branch.
Leonard Miller is our Chairman of the Board. He is a founder of Lennar, and
from our founding in 1969 until April 1997, Mr. Miller was our President and
Chief Executive Officer. He is the former Chairman of the Board of Trustees of
the University of Miami, Chairman of South Florida Annenberg Challenge and
Chairman of the Board and a Director of Union Bank of Florida. Mr. Miller is the
father of Stuart A. Miller and the father-in-law of Steven J. Saiontz.
Reuben S. Leibowitz has been a Partner of Warburg, Pincus & Co. and a
Managing Director of E.M. Warburg, Pincus & Co., LLC (and its predecessor) since
1984. Prior to 1984, Mr. Leibowitz was a partner at Spicer and Oppenheim,
Certified Public Accountants. Mr. Leibowitz currently serves on the boards of
directors of Chelsea GCA Realty, Inc. and Grubb & Ellis Company, as well as a
number of private companies.
3
<PAGE> 6
Stuart A. Miller has been our President and Chief Executive Officer since
April 1997. For more than five years prior to that, he was one of our Vice
Presidents. He is the Chairman of the Board of LNR Property Corporation, our
former wholly-owned subsidiary which we spun-off in October 1997. He is a
Director of Union Bank of Florida. Mr. Miller is the son of Leonard Miller and
brother-in-law of Steven J. Saiontz.
Steven J. Saiontz has been the Chief Executive Officer of LNR Property
Corporation since June 1997. For more than five years before that, he was the
President of Lennar Financial Services, Inc., a wholly-owned subsidiary of ours.
He is a Director of Union Bank of Florida. Mr. Saiontz is the son-in-law of
Leonard Miller and brother-in-law of Stuart A. Miller.
An affiliate of Warburg, Pincus & Co. was a significant stockholder of
Pacific Greystone Corporation, a California-based homebuilder that we acquired
in a merger on October 31, 1997. In connection with the merger, we agreed that
for as long as Warburg Pincus and its affiliates own at least 10% of our common
stock of both classes, we will recommend that our stockholders vote for two
persons nominated by the Warburg Pincus affiliate for our Board of Directors and
Leonard Miller agreed to vote all shares that he or his family partnerships own
in favor of those persons. We also agreed that for as long as Warburg Pincus and
its affiliates own at least 5% of our common stock of both classes, (i) we will
recommend that our stockholders vote for one person nominated by the Warburg
Pincus affiliate for our Board of Directors and (ii) any issuance of more than
20% of our outstanding stock in a three year period, or acquisition in a
transaction or series of related transactions of assets or properties with a
fair market value of more than $100 million (other than acquisitions in the
ordinary course of business consistent with past practice in states in which we
operated at the time of the merger), will require the Warburg Pincus affiliate's
prior approval. The Warburg Pincus affiliate is currently entitled to designate
two directors to the Board of Directors. Messrs. Lapidus and Leibowitz are those
designees.
The Company has agreed to acquire U.S. Home Corporation, subject to the
approval of the stockholders of both companies. The agreement requires that at
the time of the transaction, Robert J. Strudler (currently the Chairman of the
Board and Co-Chief Executive Officer of U.S. Home), Isaac Heimbinder (currently
the President, Co-Chief Executive Officer and Chief Operating Officer of U.S.
Home) and two other members of U.S. Home's Board of Directors designated by U.S.
Home, be elected to the Company's Board of Directors, effective immediately
after the transaction takes place. The term of one of these persons will expire
at the 2001 annual meeting, the term of another of them will expire at the 2002
annual meeting, and the terms of the other two of them will expire at the 2003
annual meeting. U.S. Home has the right to designate whose term will expire at
each of those meetings. The Company's stockholders are not being asked to vote
with regard to the persons required by the agreement with U.S. Home (although
Leonard Miller has agreed that if the stockholders were asked to vote with
regard to them, he would vote all his shares in favor of them, and therefore,
their election would be assured). Instead, as completion of the transaction
nears, the Company's Board of Directors will elect the new directors as
contemplated by the agreement, subject to the transaction being completed.
4
<PAGE> 7
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the annual compensation, long-term
compensation and all other compensation for our Chief Executive Officer and for
the four additional executive officers who together were our five highest paid
executive officers for the year ended November 30, 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------- -------------------- --------
OTHER RESTRICTED ALL
ANNUAL STOCK LTIP OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS/ PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) (1)($) (2)($) (3)($) SARS ($) (4)($)
- --------------------------- ---- ------ ------- ------------ ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Leonard Miller 1999 750,000 -- -- -- -- -- 4,700
Chairman of the Board 1998 750,000 -- -- -- -- -- 9,200
1997 473,100 879,800 -- 1,600 -- -- 6,600
Stuart A. Miller 1999 600,000 2,141,100 -- -- -- -- 6,700
President and Chief 1998 600,000 1,800,900 -- -- -- -- 7,900
Executive Officer 1997 230,800 703,800 -- 1,600 -- -- 5,300
Jonathan M. Jaffe 1999 400,000 1,484,700 -- -- -- -- 6,700
Vice President 1998 400,000 1,500,000 -- -- -- -- 8,100
1997 215,400 450,000 120,300 1,600 -- -- 5,400
Allan J. Pekor 1999 300,000 376,500 -- -- -- -- 6,400
Vice President 1998 300,000 539,500 -- -- -- -- 8,700
1997 288,100 -- -- 1,600 -- -- 5,000
Bruce E. Gross 1999 400,000 155,600 -- -- -- -- 6,400
Vice President and 1998 300,000 225,000 -- -- -- -- 7,100
Chief Financial Officer 1997(5) -- -- -- -- -- -- --
</TABLE>
- ---------------
(1) Annual bonus represents amount earned during the year. Cash payment of a
portion of the bonus may be deferred to subsequent years.
(2) Consists of relocation related expenses.
(3) At November 30, 1999, a total of 206,000 restricted shares of Common Stock,
with an aggregate market value of $3,360,375 on that day, were held in
employees' accounts under our Employee Stock Ownership/401(k) Plan. All
shares in the accounts of employees with more than five years service are
vested (184,193 shares at November 30, 1999). Shares in the accounts of
other employees become vested at the rate of 20% per year over a five-year
period. Holders of both vested and non-vested shares are entitled to the
dividends on the shares. The restricted shares outstanding on November 30,
1999 included 9,437 shares in Leonard Miller's account (with a market value
on that day of $153,941), 8,064 shares in Stuart A. Miller's account (with a
market value on that day of $131,544), 1,159 shares in Jonathan M. Jaffe's
account (with a market value on that day of $18,906), and 6,106 shares in
Allan J. Pekor's account (with a market value on that day of $99,604). All
shares held in these officers' accounts were vested.
(4) Consists of matching payments by us under the 401(k) aspect of our Employee
Stock Ownership/401(k) Plan, term life insurance premiums and long-term
disability insurance premiums paid by us, as follows:
<TABLE>
<CAPTION>
LONG-TERM
401(K) TERM LIFE DISABILITY
MATCH($) INSURANCE($) INSURANCE($)
--------------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
Leonard Miller 1999 4,100 200 400
1998 5,000 2,700 1,500
1997 2,400 2,400 1,800
Stuart A. Miller 1999 4,800 1,100 800
1998 4,600 2,700 600
1997 2,400 2,400 500
Jonathan M. Jaffe 1999 4,800 1,100 800
1998 5,000 2,600 500
1997 2,400 2,200 800
Allan J. Pekor 1999 4,800 800 800
1998 5,000 1,900 1,800
1997 2,400 1,300 1,300
Bruce E. Gross 1999 4,800 800 800
1998 5,000 1,700 400
1997(5) -- -- --
</TABLE>
(5) Does not include compensation from Pacific Greystone Corporation before we
acquired it through a merger on October 31, 1997.
5
<PAGE> 8
Directors who are not our employees are paid annual fees of $10,000 plus
$2,500 for each board meeting attended in person and $500 for each board meeting
in which they participate by conference communications equipment. These
directors may elect to postpone payment of such fees until retirement,
resignation or death. Directors may elect to make the deferral in cash or shares
of Lennar Common Stock. Directors who are not our employees are also granted, as
of the date of each annual shareholders' meeting, 1,000 options to purchase
Lennar Common Stock at a price equal to the market value of the stock on that
date. The options become exercisable on the one year anniversary of the grant
date. Directors who are also our employees receive no additional remuneration
for services as directors.
No options or stock appreciation rights were granted to our Chief Executive
Officer or to any of our four additional highest paid executive officers for the
fiscal year ended November 30, 1999.
The following table sets forth information about option/SAR exercises in
the fiscal year ended November 30, 1999 and option/SAR values as of the end of
that year for our Chief Executive Officer and our four additional highest paid
executive officers:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
YEAR-END YEAR-END($)(1)
SHARES ---------------- ----------------
ACQUIRED ON VALUE EXERCISABLE(E)/ EXERCISABLE(E)/
NAME EXERCISE REALIZED($) UNEXERCISABLE(U) UNEXERCISABLE(U)
---- --------------- ----------- ---------------- ----------------
<S> <C> <C> <C> <C>
Leonard Miller -- -- -- --
Chairman of the Board -- --
Stuart A. Miller -- -- 342,000(E) 2,709,169(E)
President and 140,000(U) 824,892(U)
Chief Executive Officer
Jonathan M. Jaffe -- -- 50,500(E) 118,601(E)
Vice President 196,000(U) 379,395(U)
Allan J. Pekor -- -- 23,790(E) 106,247(E)
Vice President 111,689(U) 562,934(U)
Bruce E. Gross -- -- 30,484(E) 100,218(E)
Vice President and 40,000(U) --
Chief Financial Officer
</TABLE>
- ---------------
(1) Based upon the difference between the exercise price of the options/SARs and
the last reported sale price of the Common Stock on November 30, 1999.
INFORMATION REGARDING THE BOARD OF DIRECTORS
Our Board has established an Audit and Nominating Committee, a Compensation
Committee, a Stock Option Committee and an Independent Directors Committee.
The Audit and Nominating Committee consisted of Messrs. Leibowitz and Rosen
through April 14, 1999. After April 14, 1999, Mr. Lapidus was added to the
Committee. This Committee met four times during fiscal 1999. Its principal
functions are: recommending to the full Board the engagement of independent
auditors for the ensuing year, reviewing the scope of non-audit services
performed for us by the independent auditors, reviewing the independent
auditors' recommendations for improvements of internal controls and reviewing
the scope of work, findings and conclusions of our internal audit department. In
addition, it reviews possible candidates for election to our Board of Directors.
6
<PAGE> 9
The Compensation Committee consisted of Messrs. Leibowitz and Rosen through
April 14, 1999. After April 14, 1999, Mr. Landon was added to this Committee.
The Compensation Committee met twice during fiscal 1999. Its principal functions
are: recommending to the full Board compensation arrangements for senior
management and recommending to the full Board the adoption and implementation of
compensation and incentive plans.
Since April 1998, the Stock Option Committee has consisted of Messrs.
Leonard Miller and Stuart Miller. The Stock Option Committee met nine times
during fiscal 1999. Its principal functions are: granting options under our
stock option plans, setting the terms of these options and administering the
stock option plans. In some instances, Stock Option Committee awards of stock
options are subject to Board of Directors approval.
Our by-laws require that any significant transactions we have with LNR
Property Corporation or its subsidiaries, including significant decisions
regarding Lennar Land Partners (of which we and LNR each own 50%), be approved
by an Independent Directors Committee, which consists entirely of members of our
Board who are not directors, officers or employees of LNR. The members of our
Independent Directors Committee are Messrs. Lapidus, Leibowitz and Landon (Mr.
Landon was elected to the committee in January 1999). The committee met twice
during fiscal 1999.
Our Board normally holds meetings quarterly, but holds additional special
meetings when required. During fiscal 1999, the Board met six times. Each
director attended at least three-fourths of the total number of meetings of the
Board which were held while he was a director and at least three-fourths of the
total number of meetings of all committees of the Board on which he served, with
the exception of Mr. Bolotin, who attended two-thirds of the total number of
meetings of the Board.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors presents this report
to describe the compensation policies it applied with regard to our executive
officers for fiscal 1999, and the basis for the compensation of Stuart A.
Miller, who served as our President and Chief Executive Officer during fiscal
1999.
Each year, the Compensation Committee reviews the compensation of each of
our employees and each employee of our subsidiaries whose compensation for the
previous year exceeded a specified level. This review includes salary for the
prior year, the anticipated bonus, if any, for the preceding year (the actual
bonus usually has not yet been computed) and the management recommendations as
to salary and bonus formulae for the following year (except that there is no
management recommendation as to the Chief Executive Officer or the Chairman of
the Board).
The bonus formulae that our management recommends vary depending on
particular employees' positions and other factors. Bonuses for regional and
division presidents and people in similar capacities often are a percentage of
the profits of the divisions or other business units of which they have charge.
We base bonuses of other employees upon various approaches to evaluating their
performance.
The Compensation Committee almost always accepts our management's
recommendation as to all but our highest paid officers. This is because our
management is far more familiar than anyone on the Compensation Committee with
the individual employees, with prevailing levels of compensation in areas in
which particular employees work and with other factors affecting compensation
decisions. It is also because our management has primary responsibility for
hiring and motivating employees, and for profitability of operations. However,
the Compensation Committee believes that its review of the compensation of
everyone who has received more than a specified amount per year has helped
ensure that management's compensation decisions have been made responsibly, and
have promoted our policy of attempting to compensate employees in the mid-range
of what is customary for comparable work in applicable geographic areas.
The Compensation Committee reviews in greater depth the recommendations of
the Chief Executive Officer regarding compensation of our most highly paid
executive officers. The review has included both proposed salaries and bonus
formulae.
7
<PAGE> 10
At its December 1998 and January 1999 meetings, the Compensation Committee
reviewed the compensation of Stuart A. Miller, our Chief Executive Officer. The
Compensation Committee discussed the contributions Mr. Miller had made as our
primary operating officer, and his expected future contribution. The
Compensation Committee also reviewed an analysis, abstracted from proxy
statements, of the 1997 compensation of senior executive officers of the four
homebuilding companies that are viewed as most comparable to us. The committee
determined Mr. Miller's compensation with regard to fiscal 1999 to be a base
salary of $600,000, plus a bonus equal to 0.75% of our consolidated net income
before income taxes during that year. Mr. Miller also received during fiscal
year 1999, for serving as Chairman of the Board of LNR Property Corporation, a
base salary of $200,000 plus 0.25% of its consolidated net income before income
taxes.
At its December 1998 and January 1999 meetings, the Compensation Committee
also reviewed in detail the compensation recommendations regarding the five most
highly paid executive officers. The committee approved, in addition to that of
Stuart A. Miller, the compensation of Leonard Miller, Jonathan Jaffe, Bruce E.
Gross, and Allan Pekor. That compensation included fixed salaries and bonuses
based upon the return generated on the assets employed in the activities
supervised by each of those persons.
ARNOLD P. ROSEN, Chairman
REUBEN S. LEIBOWITZ
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Arnold P. Rosen, who is the Chairman of our Compensation Committee, was our
Executive Vice President until his retirement in 1977.
8
<PAGE> 11
PERFORMANCE GRAPH
The following graph compares the five-year cumulative total return of our
Common Stock, assuming the reinvestment of dividends, with the Dow Jones Equity
Market Index and the Dow Jones Home Construction Index:
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FISCAL YEAR ENDING NOVEMBER 30
(1994 = $100)
Performance Graph
<TABLE>
<CAPTION>
DOW JONES EQUITY MARKET DOW JONES HOME
LENNAR CORPORATION INDEX CONSTRUCTION INDEX
------------------ ----------------------- ------------------
<S> <C> <C> <C>
1994 $100.00 $100.00 $100.00
1995 143.00 137.00 164.00
1996 168.00 175.00 154.00
1997 327.00 226.00 235.00
1998 348.00 278.00 232.00
1999 255.00 335.00 163.00
</TABLE>
The graph assumes $100 invested on November 30, 1994 in Lennar Common
Stock, the Dow Jones Equity Market Index and the Dow Jones Home Construction
Index with the reinvestment of all dividends, including the Company's
distribution to shareholders of LNR Property Corporation common stock on October
31, 1997. For the purpose of this chart, the LNR distribution is treated as a
nontaxable cash dividend that would have been converted to additional Lennar
shares.
9
<PAGE> 12
OTHER MATTERS
Our management does not know of any matters other than those described in
this Proxy Statement which will be presented for action at the meeting. If any
other matters properly come before the meeting, or any adjournments, the person
or persons voting the management proxies will vote them in accordance with their
best judgment.
AUDITORS
Deloitte & Touche LLP audited our financial statements for the year ended
November 30, 1999. We expect representatives of that firm to be present at the
Annual Meeting of Stockholders to answer questions. We will give them an
opportunity to make a statement if they wish to do so.
The Board of Directors has not at this time selected an accounting firm to
audit our financial statements for the year ending November 30, 2000. We will
discuss the selection at meetings of the audit committee and of the Board of
Directors scheduled for March 2000.
STOCKHOLDERS' PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING
We must receive proposals that stockholders wish to be included in next
year's Proxy Statement at our principal executive offices at 700 N.W. 107th
Avenue, Miami, Florida 33172 no later than November 9, 2000.
By Order of the Board of Directors
DAVID B. McCAIN
Secretary
Dated: March 9, 2000
10
<PAGE> 13
Appendix A
[Lennar Corporation Logo]
700 N.W. 107th Avenue
Miami, Florida 33172
Proxy for 2000 Annual Meeting
This Proxy is Solicited on Behalf of the Board of Directors
By signing this proxy, the stockholder of Lennar Corporation appoints Leonard
Miller, Stuart A. Miller, David B. McCain, or any one or more of them present,
with full power of substitution, as attorneys and proxies of the stockholder to
appear at the Annual Meeting of the Stockholders of LENNAR CORPORATION to be
held at the Doral Park Golf and Country Club, 5001 N.W. 104th Avenue, Miami,
Florida on Tuesday, April 4, 2000, and at any and all adjournments of that
meeting, and to act for the stockholder and vote all shares of Common Stock of
LENNAR CORPORATION standing in the name of the stockholder, with all the powers
the stockholder would possess if personally present at the meeting, as follows
on the reverse side.
SEE REVERSE SIDE SEE REVERSE SIDE
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 14
[X] Please mark
votes as in
this example.
The Board of Directors solicits this proxy. This proxy when properly executed
will be voted in the manner directed. If no direction is made, this proxy will
be voted for all the listed nominees for election of directors.
<TABLE>
<CAPTION>
<S> <C>
1. Election of Directors: 2. In their discretion the Proxies are authorized to vote upon
Nominees: (01) Jonathan M. Jaffe, (02) Sidney Lapidus and such other business as may properly come before the
(03) Arnold P. Rosen meeting.
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES
[ ] ______________________________________
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.
Please sign exactly as name appears at left.
When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee, or
guardian, please give your title. If a corporation, please sign in
full corporate name by President or other authorized officer. If
a partnership, please sign in partnership name by an authorized
person.
Signature: _____________________________ Date: ____________________ Signature: __________________________ Date:__________________
</TABLE>
<PAGE> 15
[Lennar Corporation Logo]
700 N.W. 107th Avenue
Miami, Florida 33172
Proxy for 2000 Annual Meeting
This Proxy is Solicited on Behalf of the Board of Directors
By signing this proxy, the stockholder of Lennar Corporation appoints Leonard
Miller, Stuart A. Miller, David B. McCain, or any one or more of them present,
with full power of substitution, as attorneys and proxies of the stockholder to
appear at the Annual Meeting of the Stockholders of LENNAR CORPORATION to be
held at the Doral Park Golf and Country Club, 5001 N.W. 104th Avenue, Miami,
Florida on Tuesday, April 4, 2000, and at any and all adjournments of that
meeting, and to act for the stockholder and vote all shares of Class B Common
Stock of LENNAR CORPORATION standing in the name of the stockholder, with all
the powers the stockholder would possess if personally present at the meeting,
as follows on the reverse side.
SEE REVERSE SIDE SEE REVERSE SIDE
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 16
[X] Please mark
votes as in
this example.
The Board of Directors solicits this proxy. This proxy when properly executed
will be voted in the manner directed. If no direction is made, this proxy will
be voted for all the listed nominees for election of directors.
<TABLE>
<CAPTION>
<S> <C>
1. Election of Directors: 2. In their discretion the Proxies are authorized to vote upon
Nominees: (01) Jonathan M. Jaffe, (02) Sidney Lapidus and such other business as may properly come before the
(03) Arnold P. Rosen meeting.
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES
[ ] ______________________________________
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.
Please sign exactly as name appears at left.
When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee, or
guardian, please give your title. If a corporation, please sign in
full corporate name by President or other authorized officer. If
a partnership, please sign in partnership name by an authorized
person.
Signature: _____________________________ Date: ____________________ Signature: __________________________ Date:__________________
</TABLE>
