SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Rule 13d-101)
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LENNAR CORPORATION
(Name of Issuer)
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CLASS B COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
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526057302
(Cusip Number)
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DAVID W. BERNSTEIN, ESQ.
CLIFFORD CHANCE US LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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APRIL 22, 2003
(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(3), 13d-1(f) or 13d-1(g), check the following box
[ ].
Page 1 of 7 Pages
CUSIP No.526057302 13D Page 2 of 7 Pages
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
STUART A. MILLER
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
NOT APPLICABLE
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
US
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NUMBER OF 7. SOLE VOTING POWER
UNITS 10,682,839
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING 10,682,839
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PERSON WITH 10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,682,839
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
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14. TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to Class B common stock, par
value $.10 per share, of Lennar Corporation, a Delaware corporation (the
"Company"). The Company's principal executive offices are located at 700 N.W.
107th Avenue, Miami, Florida 33172.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) The person filing this Statement is Stuart A. Miller. Mr.
Miller's business address is 700 N.W. 107th Avenue, Miami, Florida 33172. His
principal occupation is as President, and principal executive officer, of the
Company. In addition, he is the Chairman of the Board of LNR Property
Corporation.
Stuart Miller is the sole trustee of Marital Trust I ("Marital Trust
I") created under the Leonard Miller Amended and Restated Revocable Trust
Agreement dated June 8, 2001 (the "Leonard Miller Marital Trust Agreement").
Marital Trust I is the beneficial owner of all the voting stock of LMM Family
Corp., a Delaware corporation, which is the sole general partner of LMM Family
Partnership, L.P. Stuart Miller is the sole officer and the sole director of LMM
Family Corp.
(d)-(e) Stuart Miller has not, during the past five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The event by which Stuart Miller became the beneficial owner of more
than 5% of the Company's Class B common stock was the death of Leonard Miller on
July 28, 2002. Upon Leonard Miller's death, beneficial ownership of LMM Family
Corp., the sole general partner of LMM Family Partnership, L.P., was transferred
to Marital Trust I, of which Stuart Miller is the sole trustee. Shortly after
that, Stuart Miller became the sole officer and sole director of LMM Family
Corp. As a result of this, Stuart Miller became the beneficial owner, for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, of
the shares of the Company owned by LMM Family Partnership, L.P. No funds or
other consideration were involved in Mr. Miller's becoming the beneficial owner
of those shares.
ITEM 4. PURPOSE OF TRANSACTION.
Stuart Miller's becoming the beneficial owner of more than 5% of the
outstanding Class B common stock of the Company resulted from the death of
Leonard Miller, not from a transaction.
Stuart Miller holds options which were granted to him as an employee of
the Company. He may from time to time exercise those options or sell shares
acquired upon exercise of those options or other shares of common stock of the
Company which he owns.
In his capacity as principal executive officer of the Company, Stuart
Miller constantly considers possible acquisitions of businesses or assets by the
Company and its subsidiaries. He also considers the possibility of the Company's
raising funds by selling equity or debt securities. In addition, the Company's
Board of Directors has authorized the Company to repurchase its stock from time
to time, and in his capacity as President of the Company, Stuart Miller from
time to time considers factors that may cause the Company to purchase shares in
accordance with that authorization.
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Because of the death of Leonard Miller, and in order to comply with
requirements of new New York Stock Exchange rules and requirements of the
Sarbanes-Oxley Act of 2002, it is possible that new directors will be added to
the Company's Board of Directors.
Except as described above, Stuart Miller has no plans or proposals
which would result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the Company's becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as
amended; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) On April 21, 2003, the Company distributed to the holders of
record of its stock at the close of business on April 9, 2003, one share of
Class B common stock for each ten shares of Class A common stock or Class B
common stock held at that time.
Stuart Miller is the sole trustee of Marital Trust I. Marital Trust I
is the beneficial owner of all the outstanding voting shares of LMM Family Corp.
LMM Family Corp. is the sole general partner of both (i) The Miller Charitable
Fund, L.P., which is the beneficial owner of 297,330 shares of Class B common
stock of the Company, and (ii) LMM Family Partnership, L.P. which is the
beneficial owner of 10,341,827 shares of Class B common stock of the Company. As
the sole general partner, LMM Family Corp. has the power to cause either or both
of The Miller Charitable Fund, L.P. or LMM Family Partnership, L.P. to vote, or
to dispose of, securities which that entity beneficially owns. Therefore, in his
capacity as trustee of Marital Trust I and as the sole officer and sole director
of LMM Family Corp., Stuart Miller has the sole power to vote or to direct the
vote, and the sole power to dispose or to direct the
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disposition, of the 297,330 shares of Class B common stock of the Company
beneficially owned by The Miller Charitable Fund, L.P. and the 10,341,827 shares
of Class B common stock of the Company beneficially owned by LMM Family
Partnership, L.P. In addition, Stuart Miller owns 306,181 shares of Class A
common stock of the Company and 40,518 shares of Class B common stock of the
Company and holds options that are, or within 60 days will become, exercisable,
which entitle him to purchase up to 31,645 shares of Class A common stock and
3,164 shares of Class B common stock of the Company (as well as options that
will not become exercisable within 60 days which will entitle him to purchase up
to an additional 268,000 shares of Class A common stock and 26,800 shares of
Class B common stock).
In view of what is said above, for purposes of Section 13 of the
Securities Exchange Act of 1934, as amended, Stuart Miller is the beneficial
owner of a total of 10,682,839 shares of Class B common stock of the Company.
Based upon the information as to outstanding shares contained in the Company's
Report on Form 10-Q for the period ended February 28, 2003, as adjusted to take
into account the Company's distribution of Class B common stock on April 21,
2003, the shares of Class B common stock of which Stuart Miller is the
beneficial owner constitute 65.9% of the outstanding shares of Class B common
stock.
Each share of Class B common stock entitles the holder to cast 10
votes, while each share of Class A common stock entitles the holder to cast one
vote. Therefore, the 10,639,157 shares of Class B common stock which Stuart
Miller, as trustee of Marital Trust I, has the power to vote, together with the
306,181 shares of Class A common stock and 40,518 shares of Class B common stock
which he owns, entitle him to cast a total of 107,102,931 votes, which is 49.3%
of all the votes which may be cast at a meeting of the Company's stockholders.
(c) During the past sixty days, Stuart Miller has not engaged in any
transactions in the Company's Class B common stock. However, on April 21, 2003,
the Company distributed one share of Class B common stock to the holders of each
ten shares of Class A common stock or Class B common stock that was outstanding
at the close of business on April 9, 2003. As a result of that distribution, LMM
Family Partnership, L.P. received 940,166 shares, The Miller Charitable Fund,
L.P. received 27,030 shares, and Stuart Miller received directly 30,618 shares,
of Class B common stock. In addition, as a result of the distribution, Stuart
Miller became entitled to receive 3,164 shares of Class B common stock upon
exercise of stock options that are, or will become, exercisable within 60 days
(as well as an additional 26,800 shares of Class B common stock on exercise of
options that will not become exercisable within 60 days).
(d) Susan Miller is the income beneficiary, with limited rights to
withdraw principal, of Marital Trust I and of Marital Trust II created under the
Leonard Miller Revocable Trust and is the settlor and income beneficiary of the
Susan Miller Revocable Trust. Marital Trust II and the Susan Miller Revocable
Trust each owns directly or indirectly limited partner interests in LMM Family
Partnership, L.P. and The Miller Charitable Fund, L.P.
Stuart Miller, Leslie Saiontz (Stuart Miller's sister) and Jeffrey
Miller (Stuart Miller's brother) and their living descendents are income
beneficiaries, with in some instances limited rights with regard to principal,
of trusts which own directly or indirectly limited partner interests in LMM
Family Partnership, L.P. and The Miller Charitable Fund, L.P.
LMM Family Partnership, L.P. is the beneficial owner of 10,341,827
shares of Class B common stock of the Company. The Miller Charitable Fund, L.P.
is the beneficial owner of 297,330 shares of Class B common stock.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Stuart Miller, as trustee of Marital Trust I, has fiduciary obligations
to the beneficiaries of that trust. However, no provision of the agreement
creating Marital Trust I limits Mr. Miller's right to vote or direct the voting
of, or to dispose or direct the disposition of, the common stock held by
entities controlled by Marital Trust I.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - - Leonard Miller Amended and Restated Revocable Trust
Agreement dated June 8, 2001.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 25, 2003
/s/ Stuart A. Miller
_____________________________________
Stuart A. Miller
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