SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Date of Report (Date of earliest event reported): June 10, 1997
PACIFIC GREYSTONE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-11749 95-4337490
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
6767 Forest Lawn Drive, Suite 300
Los Angeles, California 90068-1027
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(Address of principal executive offices) Zip Code
(213) 436-6300
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(Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
Pacific Greystone Corporation, a Delaware corporation
("Greystone"), and Lennar Corporation, a Delaware corporation
("Lennar"), entered into a Plan and Agreement of Merger, dated as
of June 10, 1997 (the "Merger Agreement"), pursuant to which, sub-
ject to the terms and conditions thereof, among other things, Len-
nar will be merged (the "Merger") with and into Greystone with
Greystone as the surviving corporation (the "Surviving Corpora-
tion"). Prior to the Merger, among other things, Lennar will (i)
transfer to LPC, Inc., a Delaware corporation and wholly owned
subsidiary of Lennar ("LPC") its Asset Management Business (as
defined in the Merger Agreement) and distribute 100% of the equity
of LPC to Lennar's stockholders (the "Spin Off") and (ii) transfer
certain real estate assets to a newly formed joint venture in
which Lennar and LPC will each own a 50% interest and with respect
to which a subsidiary of Lennar will act as the managing general
partner.
The Merger Agreement provides for, among other things,
the issuance of a stock dividend immediately prior to the consum-
mation of the Merger of 0.138 of a share of Common Stock, par
value $.01 per share, of Greystone ("Greystone Common Stock") on
each share of Greystone Common Stock then outstanding (the "Stock
Dividend"). Upon consummation of the Merger, (i) each outstanding
share of Greystone Common Stock will remain outstanding as a share
of common stock of the Surviving Corporation, (ii) each outstand-
ing share of common stock of Lennar will be converted into one
share of common stock of the Surviving Corporation, and (iii) each
outstanding share of Class B common stock of Lennar will be con-
verted into one share of Class B common stock of the Surviving
Corporation. The Merger Agreement provides that the consolidated
net worth of Lennar as of the Merger, giving effect to the Spin
Off but not giving effect to the Merger and subject to certain
adjustments, will be $200 million (subject to increases if the
Merger is consummated after August 31, 1997). The Merger Agree-
ment also provides, among other things, for certain payments to be
made under certain conditions in the event the Merger is not con-
summated. Additionally, consummation of the Merger is subject to
the receipt of a ruling from the Internal Revenue Service (or an
opinion of counsel) with respect to certain tax matters relating
to the proposed transactions. Consummation of the Merger is also
subject to certain other conditions.
Leonard Miller and certain of his affiliates (col-
lectively, "Miller") entered into a voting agreement (the "Miller
Voting Agreement"), dated as of June 10, 1997, with Lennar, Grey-
stone and Warburg, Pincus Investors, L.P., a Delaware limited
partnership ("Warburg"), pursuant to which Miller agreed, among
other things, to vote all his equity in Lennar in favor of the
Merger.
Warburg entered into a voting agreement (the "Warburg
Voting Agreement"), dated as of June 10, 1997, with Lennar and
Greystone, pursuant to which Warburg agreed, among other things,
to vote all of its equity in Greystone in favor of the Merger.
Warburg's vote in favor of the Merger is sufficient to approve the
Merger on behalf of Greystone's shareholders. Warburg also agreed
to make certain payments to Lennar under certain circumstances.
Copies of each of the Merger Agreement, the Miller Vot-
ing Agreement and the Warburg Voting Agreement are attached to
this Form 8-K as Exhibits and are hereby incorporated herein by
reference. The foregoing summary is qualified in its entirety by
reference thereto.
Exhibit Description
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99.1 Plan and Agreement of Merger, dated as of June 10 1997,
by and between Lennar Corporation and Pacific Greystone
Corporation
99.2 Voting Agreement, dated June 10, 1997, by and among MFA
Limited Partnership, LMM Family Partnership, Leonard
Miller, Pacific Greystone Corporation and Warburg, Pin-
cus Investors, L.P.
99.3 Voting Agreement, dated June 10, 1997, between Pacific
Greystone Corporation, Lennar Corporation and Warburg,
Pincus Investors, L.P.
Signatures
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Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
PACIFIC GREYSTONE CORPORATION
(Registrant)
By: /s/ Antonio B. Mon
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Name: Antonio B. Mon
Title: Vice Chairman and
Chief Financial
Officer
Dated: June 17, 1997
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Plan and Agreement of Merger, dated as of June 10 1997,
by and between Lennar Corporation and Pacific Greystone
Corporation
99.2 Voting Agreement, dated June 10, 1997, by and among MFA
Limited Partnership, LMM Family Partnership, Leonard
Miller, Pacific Greystone Corporation and Warburg, Pin-
cus Investors, L.P.
99.3 Voting Agreement, dated June 10, 1997, between Pacific
Greystone Corporation, Lennar Corporation and Warburg,
Pincus Investors, L.P.