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EXCHANGE ACT OF 1934
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LENNAR CORPORATION
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(Name of Registrant as Specified In Its Charter)
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Contact:
Marshall Ames
Investor Relations
Lennar Corporation
(305) 485-2092
LENNAR PROPOSES 10% STOCK DIVIDEND OF CLASS B COMMON STOCK
MIAMI, FEBRUARY 20, 2003 - Lennar Corporation (NYSE:LEN) announced today
that its Board of Directors has approved a distribution to its stockholders of
one share of Class B Common Stock for each ten shares of Common Stock or Class
B Common Stock held on April 9, 2003, subject to stockholder approval of
amendments to Lennar's Certificate of Incorporation that will make it practical
for the Class B Common Stock to be publicly traded.
Lennar's Common Stock, which entitles holders to one vote per share, is
listed on the New York Stock Exchange. Its Class B Common Stock, which entitles
its holders to ten votes per share, currently is not transferable, except to
members of the holder's family or entities controlled by the holder or family
members. The Class B Common Stock is convertible into Common Stock on a share
for share basis, but is limited as to dividends to 90% of the dividends paid
with regard to the Common Stock in a year. If at any time, the outstanding Class
B Common Stock is less than 10% of the outstanding Common Stock and Class B
Common Stock taken together, all the Class B Common Stock will automatically be
converted into Common Stock.
Approximately 99.8% of the Class B Common Stock is held by entities owned
by the family of the late Leonard Miller, including Stuart Miller, Lennar's
President and Chief Executive Officer, who has voting control of the shares.
At November 30, 2002, Lennar had 55.2 million shares of Common Stock and
9.7 million shares of Class B Common Stock outstanding and had outstanding
options and convertible debt securities under which it may be required to issue
almost 13 million additional shares of Common Stock. The Class B Common Stock
owned by the Miller Family entities currently entitles them to cast
approximately 64% of all the votes that can be cast by the holders of the Common
Stock and the Class B Common Stock taken together.
The principal purpose of the distribution will be to increase the number of
shares of Common Stock Lennar can issue without causing the Class B Common Stock
to be converted into Common Stock. In the past, Lennar has sold Common Stock,
issued Common Stock in conjunction with acquisitions and sold securities that
are convertible into Common Stock. Lennar would like the flexibility to continue
such transactions in the future without creating a risk that the Class B Common
Stock will be converted into Common Stock.
The proposed distribution would cause Lennar to issue an additional 6.5
million shares of Class B Common Stock, and slightly more than that number of
shares if currently outstanding options are exercised.
Lennar will not make the proposed distribution unless the Class B Common
Stock can be publicly traded. Therefore, it will not make the proposed
distribution unless its stockholders approve changes to the terms of the Class B
Common Stock making it freely transferable, requiring that the dividend on a
share of Class B Common Stock be the same as the dividend on a share of Common
Stock and eliminating the right to convert Class B Common Stock into Common
Stock. The proposal to make those changes will be presented to Lennar's
stockholders at their annual meeting scheduled for April 8, 2003. The proposal
will include changing the name of the Common Stock to "Class A Common Stock" to
avoid possible confusion between the two classes of common stock.
The changes to the Class B Common Stock and to the name of the Common
Stock will require the approval of the holders of the Common Stock and of the
Class B Common Stock, voting separately, as well as the approval of holders of
a majority in voting power of the Common Stock and the Class B Common Stock
voting together.
If the changes to the Class B Common Stock and to the name of the Common
Stock are approved, Lennar will seek to list the Class B Common Stock on the
New York Stock Exchange.
Lennar expects to send out during March a proxy statement that will
describe the proposed changes in detail and will contain information about
Lennar's principal stockholders and management, as well as describing other
proposals that will be presented to stockholders at the April 8th annual
meeting.
STOCKHOLDERS SHOULD READ THE PROXY STATEMENT CAREFULLY WHEN IT IS
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. IN ADDITION TO BEING
SENT TO STOCKHOLDERS, IT WILL BE AVAILABLE AT THE WEBSITE MAINTAINED BY THE
SECURITIES AND EXCHANGE COMMISSION AT WWW.SEC.GOV.
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Lennar Corporation, founded in 1954, is headquartered in Miami, Florida
and is one of the nation's leading builders of quality homes for all
generations, building affordable, move-up and retirement homes. Under the
Lennar Family of Builders banner, the Company includes the following brand
names: Lennar Homes, U.S. Home, Greystone Homes, Village Builders, Renaissance
Homes, Orrin Thompson Homes, Lundgren Bros., Winncrest Homes, Sunstar
Communities, Don Galloway Homes, Patriot Homes, NuHome, Barry Andrews Homes,
Concord Homes, Summit Homes, Cambridge Homes, Seppala Homes, Genesee and
Rutenberg Homes. The Company's active adult communities are primarily marketed
under the Heritage and Greenbriar brand names. Lennar's Financial Services
Division provides mortgage financing, title insurance, closing services and
insurance agency services for both buyers of the Company's homes and others.
Its Strategic Technologies Division provides high-speed Internet access, cable
television and alarm installation and monitoring services to residents of the
Company's communities and others. Previous press releases may be obtrained at
www.lennar.com.
Some of the statements contained in this press release are
"forward-looking statements" as that term is defined in the Private Securities
Litigation Reform Act of 1995. By their nature, forward-looking statements
involve risks, uncertainties and other factors that may cause actual results to
differ materially from those which the statements anticipate. Factors which may
affect the Company's results include, but are not limited to, changes in
general economic conditions, the market for homes and prices for homes
generally and in areas where the Company has developments, the availability and
cost of land suitable for residential development, materials prices, labor
costs, interest rates, consumer confidence, competition, terrorist acts or
other acts of war, environmental factors and government regulations affecting
the Company's operations. See the Company's Annual Report on Form 10-K for the
year ended November 30, 2001 for a discussion of these and other risks and
uncertainties applicable to the Company's business.
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