-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ECk7MkDSoQHxmp5Dl4nmesko2ZqGZu36u0a/GRKj6IdV8kHZikbAeXsCZY1jHskA DxZTKMfPZguGpkVfzl79wA== 0000897204-99-000012.txt : 19990211 0000897204-99-000012.hdr.sgml : 19990211 ACCESSION NUMBER: 0000897204-99-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990210 EFFECTIVENESS DATE: 19990210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LENNAR CORP /NEW/ CENTRAL INDEX KEY: 0000920760 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 591281887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-72123 FILM NUMBER: 99528875 BUSINESS ADDRESS: STREET 1: 700 NW 107TH AVE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055594000 MAIL ADDRESS: STREET 1: 700 N W 107TH AVE CITY: MIAMI STATE: FL ZIP: 33172 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC GREYSTONE CORP /DE/ DATE OF NAME CHANGE: 19940323 S-8 1 Registration No. 333 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LENNAR CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 59-1281887 (I.R.S. Employer Identification No.) 700 Northwest 107th Avenue Miami, Florida 33172 (Address of Principal Executive Offices) (Zip Code) LENNAR CORPORATION 1997 STOCK OPTION PLAN (Full Title of Plan) DAVID B. McCAIN Lennar Corporation 700 Northwest 107th Avenue Miami, Florida 33172 (Name and address of agent for service) Telephone number, including area code, of agent for service: (305) 559-4000 Copies to: DAVID W. BERNSTEIN, ESQ. Rogers & Wells LLP 200 Park Avenue New York, New York 10166
CALCULATION OF REGISTRATION FEE ================================ -------------------- ---------------------- ---------------------- ---------------- Title of Securities Amount to be Proposed Proposed Amount of to be Registered Registered Maximum Maximum Registration Offering Price Aggregate Fee Per Share(1) Offering Price(1) - -------------------------------- -------------------- ---------------------- ---------------------- ---------------- Common Stock, par value $0.10 per share 3,000,000 shs. 25.5625 $76,687,500 $21,320 - -------------------------------- -------------------- ---------------------- ---------------------- ---------------- (1) Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(c), on the basis of the average of the high and low prices of Registrant's Common Stock reported in the consolidated reporting system on the New York Stock Exchange Composite Tape on February 5, 1999. The prospectus included in this Registration Statement also applies to the shares which are the subject of Registration Statement No. 333-39687.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Pursuant to the requirements of the Note to Part I of Form S-8 and Rule 428(b)(1) of the Rules under the Securities Act of 1933, as amended, the information required by Part I of Form S-8 is included in a Booklet dated February 1999 distributed to the employees of Lennar Corporation. who held options granted under the Lennar Corporation 1997 Stock Option Plan. This Booklet, together with the documents incorporated by reference as described in Item 3 of Part II of this Registration Statement, constitutes a Section 10(a) Prospectus. PROSPECTUS FOR RESALES The material which follows, up to but not including the page beginning Part II of this Registration Statement, constitutes a prospectus, prepared on Form S-3, in accordance with General Instruction C to Form S-8, to be used in connection with resales of securities acquired under the Lennar Corporation 1997 Stock Option Plan by affiliates of Lennar Corporation, as defined in Rule 405 under the Securities Act of 1933, as amended. PROSPECTUS LENNAR CORPORATION COMMON STOCK (Par value $0.10 per share) The shares of our Common Stock to which this Prospectus relates may be offered from time to time by the people described under "Selling Security Holders" on the New York Stock Exchange, where our Common Stock currently is traded, on any securities exchanges or other quotation systems on which our Common Stock may be traded, in the over-the-counter market or in negotiated transactions, at prices and on terms then available. The respective Selling Security Holders will pay any brokerage fees or commissions relating to sales by them. See "Method of Sale." We will not receive any part of the proceeds of any such sales. Our principal executive office is located at 700 Northwest 107th Avenue, Miami, Florida 33172 (Telephone No. (305) 559-4000). Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. We are paying the expenses of preparing and filing the Registration Statement of which this Prospectus is a part. The date of this Prospectus is February 9, 1999 TABLE OF CONTENTS ----------------- Page ---- Incorporation by Reference .................................................. 2 Information We File.......................................................... 2 Selling Security Holders .................................................... 2 Method of Sale............................................................... 3 SEC Position Regarding Indemnification........................................3 INCORPORATION BY REFERENCE We incorporate by reference into this Prospectus (a) our Annual Report on Form 10-K for the year ended November 30, 1997, (b) our Quarterly reports on Form 10-Q for the calendar quarters ended February 28, 1998, May 31, 1998 and August 31, 1998, (c) our Current Reports on Form 8-K filed July 28, 1998, (d) the description of our Common Stock contained in our registration statement under the Securities Exchange Act of 1934, as amended (including any amendments or reports filed for the purpose of updating such description), (e) all other reports we filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since November 30, 1998 and (f) our Proxy Statement on Schedule 14A, dated March 16, 1998. These documents were filed under the SEC File Number 1-11749. We also incorporate by reference into this Prospectus all the documents we file pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934 after the date of Prospectus and before we file a post-effective amendment which indicates that all the securities to which this Prospectus relates have been sold or which deregisters all those securities which have not been sold. We will provide copies of all documents which are incorporated by reference without charge to anyone to whom we deliver this Prospectus, who makes a written or oral request for them to Lennar Corporation, 700 Northwest 107th Avenue, Miami, Florida 33172, Attention: Chief Financial Officer, telephone number (305) 559-4000. INFORMATION WE FILE We file annual, quarterly and current reports, proxy statements and other materials with the SEC pursuant to the requirements of the Securities Exchange Act of 1934. 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 and at the SEC's Regional Offices located at 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. 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. SELLING SECURITY HOLDERS This Prospectus relates to possible sales by our officers and directors of shares of our Common Stock which they acquire through exercise of options granted under our 1991 Stock Option Plan or our 1997 Stock Option Plan. We do not know at this time who may be Selling Security Holders from time to time. We will provide the names of those people, along with the number of shares of Common Stock owned, and the number of shares which may be sold, by each of those people from time to time in supplements to this Prospectus, which we will file with the Securities and Exchange Commission in accordance with Rule 424(b) under the Securities Act of 1933, as amended. 2 METHOD OF SALE The shares offered by this Prospectus may be sold on the New York Stock Exchange, where our Common Stock currently is traded, or in other markets where our Common Stock is traded, or in negotiated transactions. Sales will be at prices which are current when the sales take place. Selling Security Holders may pay brokers' commissions. Shares which are sold may include shares in which Selling Security Holders have granted security interests and which are being sold because of foreclosure of those security interests. There is no present plan of distribution. SEC POSITION REGARDING INDEMNIFICATION Our certificate of incorporation provides for indemnification of officers and directors, among other things, in instances in which they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, our best interests and in which, with respect to criminal proceedings, they had no reasonable cause to believe their conduct was unlawful. We have been informed that, in the opinion of the Securities and Exchange Commission, insofar as directors, officers or other persons who control us may become entitled under the provisions of our certificate of incorporation to indemnification for liabilities arising under the Securities Act of 1933, that indemnification is against public policy as expressed in that Act and is therefore unenforceable. 3 PART II Item 3. Incorporation of Documents by Reference The following documents are incorporated by reference in this Registration Statement: (a) our Annual Report on Form 10-K for the year ended November 30, 1997. (b) our Quarterly reports on Form 10-Q for the calendar quarters ended February 28, 1998, May 31, 1998 and August 31, 1998 (c) our Current Reports on Form 8-K filed December 18, 1997 and July 28, 1998 (d) the description of our Common Stock contained in our registration statement under the Securities Exchange Act of 1934, as amended (including any amendments or reports filed for the purpose of updating such description) (e) all other reports we filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since November 30, 1998 and (f) our Proxy Statement on Schedule 14A, dated March 16, 1998. All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, will be deemed incorporated by reference in this Registration Statement and to be part of it from the date of filing of those documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. The registrant's certificate of incorporation provides for indemnification of directors and officers, among other things, in instances in which they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Company, and in which, with respect to criminal proceedings, they had no reason to believe that conduct was unlawful. Directors and officers may also be entitled to additional indemnification under Section 145 of the General Corporation Law of Delaware. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. The following documents are filed with or incorporated by reference in this Registration Statement: Exhibit 5. Opinion of Rogers & Wells LLP. Exhibit 24. Consents of Experts and Counsel. (i) Rogers & Wells, LLP (attorneys) - included in Exhibit 5 II-1 (ii) Deloitte & Touche LLP (accountants) Exhibit 25. Power of Attorney - on signature pages. Item 9. Undertakings. (a) 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 to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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. (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. (b) The undersigned registrant hereby undertakes that, for purposes of determining liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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, the registrant will, unless in the opinion of its counsel 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 Act and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami and State of Florida on this 9th day of February, 1999. LENNAR CORPORATION By: STUART A. MILLER ----------------------------- Stuart A. Miller President
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 Bessette, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, to sign for him or her and in his or her name, in any and all capacities, all amendments (including post-effective amendments) to the Registration Statement to which this power of attorney is attached. ----------------- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Name Title Date ---- ----- ---- STUART A MILLER President, Chief Executive Officer February 9, 1999 - ------------------------------------------- and Director Stuart A. Miller (Principal Executive Officer) BRUCE GROSS Vice President and Chief Financial Officer February 9, 1999 - ------------------------------------------- Bruce Gross (Principal Financial Officer) DIANE BESSETTE - ------------------------------------------- Controller February 9, 1999 Diane Bessette (Principal Accounting Officer) Chairman of the Board, Director February , 1999 - ------------------------------------------- Leonard Miller - ------------------------------------------- Director February , 1999 Irving Bolotin JONATHAN M. JAFFE Director February 9, 1999 - ------------------------------------------- Jonathan M. Jaffe R. KIRK LANDON Director February 9, 1999 - ------------------------------------------- R. Kirk Landon S-1 SIDNEY LAPIDUS Director February 9, 1999 - ------------------------------------------- Sidney Lapidus REUBEN S. LEIBOWITZ Director February 9, 1999 - ------------------------------------------- Reuben S. Leibowitz ------------------------------------------- Director February , 1999 Arnold P. Rosen STEVEN J. SAIONTZ Director February 9, 1999 - ------------------------------------------- Steven J. Saiontz S-2
EXHIBIT INDEX Page in Sequential ------------------ Exhibit Numbering System - ------- ---------------- Exhibit 5 Opinion of Rogers & Wells LLP Exhibit 24(i) Consent of Rogers & Wells LLP (attorneys)included in Exhibit 5 (ii) Consent of Deloitte & Touche LLP (accountants) Exhibit 25 Powers of Attorney - on signature pages EX-5 2 Exhibit 5 --------- ROGERS & WELLS LLP 200 Park Avenue, New York, NY 10166 (212) 878-8000 Facsimile (212) 878-8375 LONDON WASHINGTON, D.C. FRANKFURT PARIS HONG KONG February 9, 1999 Lennar Corporation 700 Northwest 701th Avenue Miami, Florida 33172 Dear Sirs: We have acted as counsel to Lennar Corporation (the "Company") in connection with the proposed issuance of up to 3,000,000 shares (the "Shares") of common stock, par value $0.10 per share, of the Company upon exercise of options granted under the Company's 1997 Stock Option Plan. In that capacity, we are familiar with the proceedings, corporate and other, relating to the authorization of the issuance of the Shares. Based upon the foregoing, and such other examination of law and fact as we have deemed necessary, we are of the opinion that when Shares are issued and paid for upon exercise of options granted under the Company's 1997 Stock Option Plan, they will be legally issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to a registration statement on Form S-8 relating to the Shares. Very truly yours, ROGERS & WELLS LLP EX-24 3 Exhibit 24(ii) -------------- CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of Lennar Corporation on Form S-8 of our reports dated January 20, 1998, appearing in the Annual Report on Form 10-K of Lennar Corporation for the year ended November 30, 1997. DELOITTE & TOUCHE LLP February 9, 1999 -----END PRIVACY-ENHANCED MESSAGE-----