SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
LNR PROPERTY CORPORATION
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(Name of issuer)
CLASS B COMMON STOCK
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(Title of class of securities)
501940209
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(CUSIP number)
LEONARD MILLER, 700 NORTHWEST 107TH AVENUE, MIAMI, FLORIDA 33172
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(Name, address and telephone number of person authorized to receive notices
and communications)
OCTOBER 31, 1997
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b)(3) or (4), check the following box
<square>.
be filed with the Commission. SEE Rule 13d-1 (a) for other parties to
whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
CUSIP NO. 501940209 13D PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MFA Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF (a)
GROUP* (b) <checked-box>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGSIS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 4,397,930
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH 0
9 SOLE DISPOSITIVE POWER
4,397,930
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACHREPORTING PERSON
4,397,930
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN
SHARES* <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT INROW (11)
12.19% of Common Stock
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLINGOUT!
<PAGE>
CUSIP NO. 501940209 13D PAGE 3 OF 8 PAGES
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock of LNR Property Corporation
("Common Stock"). The executive offices of LNR Property Corporation
("LNR") are located at 760 Northwest 107th Avenue, Miami, Florida
33172.
ITEM 2. IDENTITY AND BACKGROUND.
MFA Limited Partnership
The person filing this Statement is MFA Limited Partnership (the
"Partnership"), a Delaware limited partnership, which holds stock for
investment purposes. The Partnership's principal offices are located
at 1221 Brickell Avenue, Miami, Florida 33131.
The Partnership has not been convicted in a criminal proceeding in the
The Partnership has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in it being subject to a judgment, decree or final order
enjoining future violations of, or which prohibited or mandated
activities subject to Federal or state securities laws or found any
violation with respect to such laws during the last five years.
LMM Family Corp.
LMM Family Corp. (the "Corporation"), a Delaware corporation, is the
general partner of the Partnership. The Corporation's principal
offices are located at 700 Northwest 107th Avenue, Miami, Florida
33172.
The Corporation has not been convicted in a criminal proceeding in the
last five years.
The Corporation has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in it being subject to a judgment, decree or final order
enjoining future violations of, or which prohibited or mandated
activities subject to Federal or state securities laws or found any
violation with respect to such laws during the last five years.
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CUSIP NO. 501940209 13D PAGE 4 OF 8 PAGES
Leonard Miller
the Corporation, the general partner of the Partnership. Mr.Miller's
business address is 700 Northwest 107th Avenue, Miami, Florida 33172.
His principal occupation is as Chairman of the Board of Lennar at 700
Northwest 107th Avenue Miami, Florida 33172.
Leonard Miller has not been convicted in a criminal proceeding in the
last five years.
Leonard Miller has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in his being subject to a judgment, decree or final order
enjoining future violations of, or which prohibited or mandated
activities subject to Federal or state securities laws or found any
violation with respect to such laws during the last five years.
Leonard Miller is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Partnership
The Partnership received 4,397,930 shares of Common Stock, which it
exchanged for 4,397,930 shares of Class B Common Stock of LNR ("Class
B Common Stock"), in a distribution of all the Common Stock of LNR
(the "Spin-Off") by Lennar Corporation ("Lennar") pursuant to
Separation and Distribution Agreement dated June 10, 1997 between
Lennar and LNR (the "Spin-Off Agreement").
ITEM 4. PURPOSE OF TRANSACTION.
The Partnership received 4,397,930 shares of Common Stock as a result
of the Spin-Off. The Partnership did not make an individual
investment decision with regard to the Spin-Off. The Partnership
exchanged Common Stock for Class B Stock in order to give Leonard
Miller voting control of LNR.
The acquisition of the Shares of Class B Common Stock by the
Partnership will not:
a) result in the acquisition by any person of additional securities
of Lennar, or the disposition of securities of LNR.
b) result in an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving LNR or any of its
subsidiaries.
<PAGE>
CUSIP NO. 501940209 13D PAGE 5 OF 8 PAGES
c) result in the sale or transfer of a material amount of assets of
LNR or of any of its subsidiaries.
d) result in any change in the present board of directors or
management of LNR, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
board.
e) result in any material change in the present capitalization or
dividend policy of LNR.
f) result in any other material change in LNR's business or
corporate structure.
g) result in changes in LNR's certificate of incorporation or bylaws
or other actions which may impede the acquisition of control of LNR by
any person.
h) result in causing a class of securities of LNR to be delisted
from a national securities exchange or to cease to be authorized to be
securities association.
i) result in a class of equity securities of LNR becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities and Exchange Act of 1934, as amended.
j) result in any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
a) The Partnership owns 4,397,930 shares of Class B Common Stock,
which are convertible into 4,397,930 shares of Common Stock, which
would be equal to 12.19% of the Common Stock.
The Corporation has a 5% interest in the Partnership and as a result
is deemed to have an indirect interest in 5% of the 4,397,930 shares
of Common Stock issuable upon conversion of the Class B Common Stock
held by the Partnership. The Corporation also has an indirect
interest in 225,000 shares of Common Stock held by LMM Family
Partnership, L.P. ("LMM"), of which the Corporation is the sole
general partner and in which the Corporation has a 5% interest.
Therefore, the Corporation has an indirect interest in 494,897 shares
of Common Stock, which would be equal to 1.37% of the Common Stock.
Leonard Miller, as the sole shareholder of the Corporation, has a 100%
interest in the Corporation's 5% interest in the 4,397,930 shares of
Common Stock issuable upon conversion of the Class B Common Stock. In
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CUSIP NO. 501940209 13D PAGE 6 OF 8 PAGES
94%, and his wife has the remaining 1%, pecuniary interest in the
4,397,930 shares of Common Stock issuable upon conversion of the Class
B Common Stock held by the Partnership. Therefore, Mr. Miller is
deemed to be the beneficial owner of the entire 4,397,930 shares of
Class B Common Stock held by the Partnership. However, Mr.Miller's
beneficial ownership in those shares is indirect, rather than direct.
Leonard Miller, as the sole shareholder of the Corporation, has a 100%
interest in the Corporation's 5% interest in the 5,500,000 shares of
Common Stock issuable upon conversion of the Class B Common Stock held
by LMM.
L.M. GRAT, a grantor retained annuity trust (the "Trust") as a limited
partner of LMM, has virtually the entire pecuniary interest in the
shares of Common Stock issuable upon conversion of the Class B Common
Stock held by LMM, other than that held by the Corporation. During
the term of the Trust, Mr. Miller is to receive annually an amount
equal to 39.244% of the fair market value of the Trustassets at the
time of the Trust's creation out of the Trust's income, and to the
extent income is insufficient, out of the Trust's principal. Although
the Trust is irrevocable, Mr. Miller has the right to substitute other
assets for the limited partnership interest in LMM as an asset of the
Trust.
As a result of his ownership of all the outstanding stock of the
Corporation and his beneficial interest in the Trust, Mr. Miller is
deemed to be the indirect beneficial owner of the 5,500,000 shares of
Class B Common Stock owned by LMM and the 5,500,000 shares of Common
Stock issuable on conversion of that Class B Common Stock. Mr. Miller
shares of Class B Common Stock owned by the Partnership and the
4,397,930 shares of Common Stock issuable on conversion of that Class
B Stock and may be deemed to be the beneficial owner of 30,000 shares
of Class B Common Stock held by Miller Foundation, Inc., of which Mr.
Miller is the president, and the 30,000 shares of common Stock
issuable on conversion of that Class B Stock.
b) The Partnership has the power to vote and dispose of the
4,397,930 shares of Class B Common Stock held by it.
The Corporation, as general partner of the Partnership, has the power
to vote the shares held by the Partnership and to cause the
Partnership to dispose of those shares.
Leonard Miller, as the sole shareholder and chief executive officer of
the Corporation, which is the general partner of the Partnership, has
the sole power to direct the vote and disposition of the 4,397,930
shares of Class B Common Stock held by the Partnership and of the
5,500,000 shares of Class B Common Stock held by LMM.
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CUSIP NO. 501940209 13D PAGE 7 OF 8 PAGES
c) On June 10, 1997, Lennar entered into a Separation and
Distribution Agreement with LNR providing for the spin-off of LNR
through the distribution of all its Common Stock to holders of Lennar
Common Stock and Lennar Class B Common Stock. On October 31, 1997,
the Spin-Off was completed. Pursuant to the Spin-Off Agreement, all
holders of Lennar Common Stock and Lennar Class B Common Stock on
Lennar Common Stock or Lennar Class B Common Stock, with the option to
exchange any shares of Common Stock for shares of Class B Common
Stock. The Partnership received 4,397,930 shares Common Stock as a
result of the Spin-Off, and elected to exchange those shares for
4,397,930 shares of Class B Common Stock.
d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the securities.
e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 regarding the 4,397,930 shares of
Class B Common Stock held by the Partnership.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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CUSIP NO. 501940209 13D PAGE 8 OF 8 PAGES
SIGNATURE
After reasonable inquiry and to the best of knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
NOVEMBER 10, 1997
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(Date)
/s/ LEONARD MILLER
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Leonard Miller, President of LMM Family
Corp., signing as the general partner of
MFA Limited Partnership
