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As filed with the Securities and Exchange Commission on July 17, 2001
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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LENNAR CORPORATION
Co-registrants are listed on the following pages.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1531 95-4337490
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation Industrial Classification Identification No.)
or Organization) Code Number)
David B. McCain, Esq.
Vice President and General Counsel
Lennar Corporation
700 Northwest 107th Avenue 700 Northwest 107th Avenue
Miami, Florida 33172 Miami, Florida 33172
(305) 559-4000 (305) 559-4000
(Address, including zip code, (Name, address, including zip code,
and telephone number, including and telephone number, including
area code, of registrant's area code, of
principal executive offices) agent for service)
With copies to:
David W. Bernstein, Esq.
Kathleen Werner, Esq.
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME FOLLOWING THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.[ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]______
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ]______
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Aggregate Price Per Aggregate Offering Amount of Registration
to be registered registered Unit Price(2) Fee(5)
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Common Stock, Preferred Stock,
Participating Preferred Stock,
Depositary Shares, Debt Securities,
Warrants(1) (3) (3) $400,000,000 $100,000
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Guarantees of
Debt Securities(4) (3) (3) -- $0(5)
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(1) Includes shares of Common Stock that may be issued upon conversion of
Preferred Stock or Debt Securities, or exercise of Warrants, which are
being registered.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Not applicable, as provided in General Instruction J to Form S-4 and
Rule 457(o) under the Securities Act of 1933.
(4) See the following pages for a list of the guarantors, which are direct
and indirect subsidiaries of Lennar.
(5) Pursuant to Rule 457(n) under the Securities Act, no separate fee for
the guarantees is payable.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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The following direct and indirect subsidiaries of the registrant may guarantee
the debt securities and are co-registrants under this registration statement.
JURISDICTION OF
INCORPORATION OR I.R.S. EMPLOYER
NAME OF CO-REGISTRANT ORGANIZATION IDENTIFICATION NO.
- --------------------- ------------ ------------------
BCDC Corp. California 59-3504210
Boca Greens, Inc. Florida 59-1707681
Boca Isles South Club, Inc. Florida 65-0456217
Bramalea California Properties, Inc. California 98-0087244
Bramalea California Realty, Inc. California 59-3504214
Bramalea California, Inc. California 95-3426206
Canterbury Corporation Florida 59-3236245
Clodine-Bellaire LP, Inc. Nevada 91-1937380
Club Pembroke Isles, Inc. Florida 65-0567595
Countryplace Golf Course, Inc. Texas 76-0270117
DCA NJ Realty, Inc. New Jersey 22-2242815
DCA of Lake Worth, Inc. Florida 59-1863953
DCA of New Jersey, Inc. New Jersey 22-2285266
E.M.J.V. Corp. Florida 59-3411844
Greystone Construction, Inc. Arizona 86-0864245
Greystone Homes of Nevada, Inc. Delaware 88-0412604
Greystone Homes, Inc. Delaware 93-1070009
Greystone Nevada, LLC Delaware 88-0412611
Harris County LP, Inc. Nevada 91-1890279
Homecraft Corporation Texas 76-0334090
Imperial Homes Corporation Florida 76-0334117
Inactive Corporations, Inc. Florida 59-1275889
Kings Ridge Golf Corporation Florida 65-0718382
Kings Ridge Recreation Corporation Florida 65-0718384
Kings Wood Development Corporation Florida 65-0766576
Lennar Acquisition Corp. II California 33-0812777
Lennar Communities Development, Inc. Delaware 86-0262130
Lennar Communities, Inc. California 33-0855007
Lennar Construction, Inc. Arizona 86-0972186
Lennar Financial Services, Inc. Florida 65-0774024
Lennar Homes of Arizona, Inc. Arizona 65-0163412
Lennar Homes of California, Inc. California 93-1223261
Lennar Homes of Texas Land and Construction, Ltd. Texas 75-2792018
Lennar Homes of Texas Sales and Marketing, Ltd. Texas 75-2792019
Lennar Homes, Inc. Florida 59-0711505
Lennar La Paz Limited, Inc. California 33-0812775
Lennar La Paz, Inc. California 33-0812776
Lennar Land Partners Sub II, Inc. Nevada 88-0429001
Lennar Land Partners Sub, Inc. Delaware 65-0776454
Lennar Management, Inc. California 65-0626774
Lennar Nevada, Inc. Nevada 88-0401445
Lennar Northland I, Inc. California 33-0805080
Lennar Northland II, Inc. California 33-0821001
Lennar Northland III, Inc. California 33-0821002
Lennar Northland IV, Inc. California 33-0821003
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JURISDICTION OF
INCORPORATION OR I.R.S. EMPLOYER
NAME OF CO-REGISTRANT ORGANIZATION IDENTIFICATION NO.
- --------------------- ------------ ------------------
Lennar Northland V, Inc. California 33-0836779
Lennar Northland VI, Inc. California 33-0836810
Lennar Oceanside, LLC California 33-0843358
Lennar Pacific Properties, Inc. Delaware 88-0412607
Lennar Pacific, Inc. Delaware 88-0412608
Lennar Pacific, L.P. Delaware 88-0412610
Lennar Realty, Inc. Florida 59-0866794
Lennar Renaissance, Inc. California 33-0726195
Lennar Sacramento, Inc. California 33-0794993
Lennar Sales Corp. California 95-4716082
Lennar San Jose Holdings, Inc. California 65-0645170
Lennar Southland I, Inc. California 33-0801714
Lennar Southland II, Inc. California 33-0836784
Lennar Southland III, Inc. California 33-0836786
Lennar Southwest Holding Corp. Nevada 91-1933536
Lennar Texas Holding Company Texas 75-2788257
Lennar.Com, Inc. Florida 65-0980149
Long Point Development Corporation Texas 76-0587917
Lucerne Merged Condominiums, Inc. Florida 65-0576452
Lundgren Bros. Construction, Inc. Minnesota 41-0970679
M.A.P. Builders, Inc. Florida 59-1908120
Marlborough Development Corporation California 95-6072804
Mid-County Utilities, Inc. Maryland 76-0610395
Midland Housing Industries Corp. California 95-2775081
Midland Investment Corporation California 95-2842301
Mission Viejo 12S Venture, LP California 33-0615197
Mission Viejo Holdings, Inc. California 33-0785862
North American Title Group, Inc. Florida 65-0764516
Oceanpointe Development Corporation Florida 76-0264460
Orrin Thompson Construction Company Minnesota 76-0334101
Orrin Thompson Homes Corp. Minnesota 76-0334105
Paparone Construction Co. New Jersey 76-0334106
Prarie Lake Corporation Florida 76-0529840
Rancho Summit, LLC California 33-0787817
REGTC, Inc. Texas 76-0499633
Rivenhome Corporation Florida 76-0569346
Riviera Land Corp. Florida 59-1281470
Rutenberg Homes of Texas, Inc. Texas 76-0215995
Rutenberg Homes, Inc. (FL) Florida 76-0340291
Savell Gulley Development Corporation Texas 76-0564056
Silver Lakes-Gateway Clubhouse, Inc. Florida 65-0628738
SLTC, Inc. Texas 58-2451020
Stoney Corporation Florida 59-3374931
Strategic Holdings, Inc. Nevada 91-1770357
Strategic Technologies Communications of California, Inc. California 95-4149805
Strategic Technologies, Inc. Florida 65-0523605
Summerway Investment Corp. Florida 76-0589471
U.S. Home Corporation Delaware 52-2227619
U.S. Home of Arizona Construction Co. Arizona 74-2402824
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JURISDICTION OF
INCORPORATION OR I.R.S. EMPLOYER
NAME OF CO-REGISTRANT ORGANIZATION IDENTIFICATION NO.
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U.S. Home of Colorado Real Estate, Inc. Colorado 76-0305947
U.S. Home Realty Corporation Florida 76-0327612
U.S.H. Realty, Inc. (MD) Maryland 74-2765031
U.S. Home Realty, Inc. (TX) Texas 76-0136964
U.S.H. Corporation of New York New York 22-1995835
U.S.H. Los Prados, Inc. Nevada 88-0232393
Universal Title Insurors, Inc. Florida 59-2114706
USH (West Lake), Inc. New Jersey 22-3471278
USH Acquisition Corp. Delaware 76-0604353
USH Equity Corporation Nevada 76-0450341
USH Holding, Inc. Delaware 76-0572706
USH Millennium Ventures Corp. Florida 76-0546603
USH Woodbridge, Inc. Texas 76-0561576
USH/MJR, Inc. Texas 76-0573246
Westchase, Inc. Nevada 91-1954138
Weststone Corporation Florida 74-2944437
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Subject to completion, dated July 17, 2001
PROSPECTUS
LENNAR CORPORATION
Common Stock
Preferred Stock
Participating Preferred Stock
Depositary Shares
Debt Securities
and
Warrants
-----------------------
This prospectus relates to our common stock, preferred stock (which we
may issue in one or more series), participating preferred stock, depositary
shares representing shares of preferred stock, debt securities (which we may
issue in one or more series and which may or may not be guaranteed by some or
all of our subsidiaries, other than our subsidiaries which are mortgage or title
reinsurance companies) or warrants entitling the holders to purchase common
stock, preferred stock, participating preferred stock, depositary shares or debt
securities, that we may offer from time to time in connection with
acquisitions of companies or interests in them, businesses or assets, which are
valued in connection with those transactions at not more than $400,000,000. We
will determine when we enter into transactions, the amounts and types of
securities we will issue in connection with particular transactions and the
exchange ratios and other terms on which we will issue them. This prospectus
also relates to resales of securities we issue in connection with acquisitions
by the people to whom we issue them.
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Our common stock is listed on the New York Stock Exchange under the
symbol "LEN."
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The date of this Prospectus is July 17, 2001
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TABLE OF CONTENTS
FORWARD-LOOKING INFORMATION.................................................1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................2
LENNAR .....................................................................3
USE OF PROCEEDS.............................................................3
RATIO OF EARNINGS TO FIXED CHARGES..........................................4
PLAN OF DISTRIBUTION........................................................4
DESCRIPTION OF DEBT SECURITIES..............................................5
DESCRIPTION OF WARRANTS.....................................................9
DESCRIPTION OF COMMON STOCK AND PREFERRED SHARES............................9
DESCRIPTION OF PARTICIPATING PREFERRED STOCK...............................11
DESCRIPTION OF DEPOSITARY SHARES...........................................11
LEGAL MATTERS..............................................................13
EXPERTS ...................................................................13
INFORMATION WE FILE........................................................13
FORWARD-LOOKING INFORMATION
We make forward-looking statements about our business in our filings
with the Securities and Exchange Commission. Although we believe the
expectations reflected in those forward-looking statements are reasonable, it is
possible they will prove not to have been correct, particularly given the
cyclical nature of the market for new homes. Among the factors which can affect
our future performance are changes in interest rates, changes in demand for
homes in areas in which we are developing communities, the availability and cost
of land suitable for residential development, changes in the costs of labor and
materials, competition, environmental factors and changes in government
regulations.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference in this prospectus important business
and financial information that we file with the Securities and Exchange
Commission and that we are not including in or delivering with this prospectus.
As the Securities and Exchange Commission allows, incorporated documents are
considered part of this prospectus, and we can disclose important information to
you by referring you to those documents.
We incorporate by reference the following documents, which we have
previously filed with the Securities and Exchange Commission under the File
Number 1-11749:
(a) our Annual Report on Form 10-K for the fiscal year
ended November 30, 2000;
(b) our Quarterly Report on Form 10-Q for the fiscal
quarter ended February 28, 2001;
(c) our Quarterly Report on Form 10-Q for the fiscal
quarter ended May 31, 2001;
(d) our Current Reports on Form 8-K dated April 3, 2001
and April 4, 2001;
(e) our Definitive Proxy Statement dated March 9, 2001;
and
(f) the description of our common stock contained in our
registration statement under Section 12 of the
Securities Exchange Act of 1934, as amended, as that
description has been altered by amendment or reports
filed for the purpose of updating that description.
Whenever after the date of this prospectus we file reports or documents
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, those reports and documents will be deemed to be part of this
prospectus from the time they are filed. If anything in a report or document we
file after the date of this prospectus changes anything we have said in this
prospectus or in a document incorporated in it, this prospectus will be deemed
to be changed by that subsequently filed report or document beginning on the
date the report or document is filed.
We will provide to each person to whom a copy of this prospectus is
delivered a copy of any document that has been incorporated by reference in it,
but which is not delivered with this prospectus. We will provide this
information at no cost to the requestor upon written or oral request addressed
to Lennar Corporation, 700 Northwest 107th Avenue, Miami, Florida 33172,
attention: Director of Investor Relations (telephone: 305-559-4000).
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LENNAR
We are one of the nation's largest homebuilders and a provider of
residential financial services. Our homebuilding operations include the sale and
construction of single-family attached and detached homes, as well as the
purchase, development and sale of residential land directly and through
partnerships. Our financial services operations provide mortgage financing,
title insurance and closing services for our homebuyers and others, package and
resell residential mortgage loans, and provide high-speed Internet access, cable
television, alarm installation and home monitoring services to residents of our
communities and others.
On May 3, 2000, we acquired U.S. Home Corporation in a transaction in
which U.S. Home stockholders received a total of approximately $243 million in
cash and 13 million shares of our common stock, which were valued at
approximately $267 million at the time of the transaction.
Our strategy has included:
- acquiring land at what we believe to be favorable prices
through our own efforts and in partnerships;
- focusing our homebuilding activities on the fastest growing
home markets;
- using our financial services subsidiaries to generate
additional earnings; and
- emphasizing customer care and satisfaction.
Our strategy has also included acquiring companies or interests in
them, businesses or assets as a way of expanding our homebuilding and financial
services activities. Often we use our securities to pay all or part of the
acquisition price. During the past four years we have acquired, wholly or
partly by issuing shares of our stock, two significant publicly-traded
homebuilding companies (U.S. Home Corporation and Pacific Greystone
Corporation) and several privately-owned companies that were engaged in
homebuilding or that owned properties suitable for residential development. We
also frequently acquire properties, or companies that own properties, for cash,
and we have acquired for cash several companies that render financial services
for home buyers.
We are a Delaware corporation, with our principal executive offices at
700 N.W. 107th Avenue, Miami, Florida 33172. Our main telephone number at those
offices is (305) 559-4000.
USE OF PROCEEDS
This prospectus relates to our securities that we may issue from time
to time in connection with acquisitions by us of companies or interests in
them, businesses or assets. We do not expect to receive any cash proceeds from
the issuance of these securities.
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RATIO OF EARNINGS TO FIXED CHARGES
SIX MONTHS ENDED YEARS ENDED NOVEMBER 30,
---------------- ---------------------------------------
MAY 31, MAY 31,
2001 2000 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ---- ----
Ratio of earnings to fixed charges(1)............. 4.0x 2.9x 3.5x 4.7x 4.7x 2.2x 2.7x
Ratio of earnings to fixed charges (excluding
limited-purpose finance subsidiaries)(1)........ 4.0x 2.9x 3.6x 4.8x 4.9x 2.3x 2.9x
- ---------------------------
(1) For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consist of income from continuing operations before income taxes
plus "fixed charges" and certain other adjustments. "Fixed charges" consist
of interest incurred on all indebtedness related to continuing operations
(including amortization of original issue discount) and the implied interest
component of our rent obligations. The implied interest component of rent
obligations for years prior to 1998 was not material.
There was no preferred stock outstanding for any of the periods shown
above. Accordingly, the ratio of earnings to combined fixed charges and
preferred stock dividends was identical to the ratio of earnings to fixed
charges.
PLAN OF DISTRIBUTION
ISSUANCES BY US
This prospectus relates to securities that we may issue from time to
time in connection with acquisitions of companies or interests in them,
businesses or assets which are valued in connection with the acquisitions at
not more than $400,000,000. In connection with these acquisitions we may issue
shares of our common stock, preferred stock (which we may issue in one or more
series), participating preferred stock, depositary shares representing shares
of preferred stock, debt securities (which we may issue in one or more series
and which may or may not be guaranteed by some or all of our subsidiaries,
other than our subsidiaries which are mortgage or title reinsurance companies)
or warrants entitling the holder to purchase common stock, preferred stock,
participating preferred stock, depositary shares or debt securities, or we may
issue combinations of these securities. We also may make acquisitions partly
for securities and partly for cash.
The amount and type of consideration that we will offer and the other
specific terms of each acquisition will be determined by negotiations with the
owners or controlling persons of the companies, businesses or assets we will be
acquiring. In the course of these negotiations, we will consider all factors we
think are relevant for the value to us of what we are acquiring and the value of
the securities we are issuing.
We expect that any shares of our common stock that we issue to the
owners of companies, businesses or assets that we acquire will be valued at a
price reasonably related to the current market value of our common stock either
at the time an agreement is reached or when we deliver the shares.
Other types of securities will be valued on the basis of applicable
factors, which may include our credit rating, prevailing interest rates and the
extent to which the securities can be converted into our common stock or
otherwise may reflect our equity value.
We will normally pay the expenses of issuing securities to which this
prospectus relates. We will not pay underwriting discounts, and we probably will
not pay commissions when we issue securities in connection with acquisitions.
However, we may pay financial advisory or other fees in connection with
acquisitions. Also, if transactions involve exchange offers, we may pay dealer
manager fees or other fees in connection with the exchange offers. In some
instances, persons to whom we pay fees in connection
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with transactions in which we issue our securities may be deemed to be
underwriters for purposes of the Securities Act.
RESALES BY PERSONS TO WHOM WE ISSUE SECURITIES
Persons to whom we issue securities in connection with acquisitions may
resell those securities on any securities exchanges on which the securities are
listed (and in particular, if the securities are our common stock, they may sell
the common stock on the New York Stock Exchange), in other markets where the
securities are traded or in negotiated transactions. They will sell the
securities at prices which are current when the sales take place or at other
prices to which they agree. Selling security holders may pay brokerage
commissions in connection with sales of securities to which this prospectus
relates. Some sales may involve securities in which the holders have granted
security interests and which are being sold because of foreclosure of those
security interests.
Normally, a person who receives securities we issue under this
prospectus will be free to sell them at any time, unless the agreement under
which securities are issued limits when, or in what quantities, securities may
be sold. However, if an acquisition will be material to us, a person who
controlled the acquired company will not be able to resell the securities we
issue in the acquisition until we have included in an amendment or supplement to
this prospectus, or in a document incorporated into this prospectus, financial
statements of the acquired company and pro forma financial statements that
provide information about us and our subsidiaries, giving pro forma effect to
the acquisition. Financial statements of the acquired company, and pro forma
financial statements, will be required if (i) our investment in the acquired
company is more than 20% of our consolidated total assets at the end of our most
recent fiscal year, (ii) the acquired company's total assets are more than 20%
of our consolidated total assets at the end of our most recent fiscal year or
(iii) the acquired company's pre-tax income from continuing operations for its
most recent fiscal year exceeded 20% of our consolidated pre-tax income from
continuing operations for our most recent fiscal year.
If a shareholder of an acquired company becomes an affiliate of us as a
result of the acquisition, that person will be subject to the same restrictions
on sales of securities acquired in the acquisition that apply to other sales of
securities by our affiliates (normally, that sales are subject to the volume
limits and other requirements of Rule 144 under the Securities Act, unless
particular sales are registered under that Act).
DESCRIPTION OF DEBT SECURITIES
We will issue the debt securities under an indenture dated as of
December 31, 1997 with Bank One Trust Company, N.A. (as successor in interest to
The First National Bank of Chicago), as trustee, which we may supplement from
time to time. The following paragraphs describe the provisions of the indenture.
We have filed the indenture as an exhibit to our Registration Statement, File
No. 333-73311 and you may inspect it as described under "Information We File" on
page 13 or at the office of the trustee.
GENERAL
The debt securities will be direct obligations of our company and may
be either senior debt securities or subordinated debt securities. Some of our
direct or indirect subsidiaries may guaranty our obligations with regard to
debt securities we issue under this prospectus. In addition, debt securities
may be secured by shares of some of our subsidiaries. The indenture does not
limit the principal amount of debt securities that we may issue. We may issue
debt securities in one or more series. A supplemental indenture will set forth
specific terms of each series of debt securities. There will be prospectus
supplements relating to particular series of debt securities. Each prospectus
supplement will describe:
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- the title of the debt securities and whether the debt
securities are senior or subordinated debt securities;
- any limit upon the aggregate principal amount of a series of
debt securities which we may issue;
- the date or dates on which principal of the debt securities
will be payable and the amount of principal which will be
payable;
- the rate or rates (which may be fixed or variable) at which
the debt securities will bear interest, if any, contingent
interest, if any, as well as the dates from which interest
will accrue, the dates on which interest will be payable, the
persons to whom interest will be payable, if other than the
registered holders on the record date, and the record date for
the interest payable on any payment date;
- the currency or currencies in which principal, premium, if
any, and interest, if any, will be paid;
- whether our obligations with regard to the debt securities are
guaranteed by some or all of our subsidiaries;
- whether our obligations with regard to the debt securities are
secured by shares of some or all of our subsidiaries;
- the place or places where principal, premium, if any, and
interest, if any, on the debt securities will be payable and
where debt securities which are in registered form can be
presented for registration of transfer or exchange;
- any provisions regarding our right to prepay debt securities
or of holders to require us to prepay debt securities;
- the right, if any, of holders of the debt securities to
convert them into common stock or other securities, including
any contingent conversion provisions;
- any provisions requiring or permitting us to make payments to
a sinking fund which will be used to redeem debt securities or
a purchase fund which will be used to purchase debt
securities;
- any index or formula used to determine the required payments
of principal, premium, if any, or interest, if any;
- the percentage of the principal amount of the debt securities
which is payable if maturity of the debt securities is
accelerated because of a default;
- any special or modified events of default or covenants with
respect to the debt securities; and
- any other material terms of the debt securities.
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The indenture does not contain any restrictions on the payment of
dividends or the repurchase of our securities or any financial covenants.
However, supplemental indentures relating to particular series of debt
securities may contain provisions of that type.
We may issue debt securities at a discount from, or at a premium to,
their stated principal amount. A prospectus supplement may describe federal
income tax considerations and other special considerations applicable to a debt
security issued with original issue discount or at a premium.
If the principal of, premium, if any, or interest, if any, with regard
to any series of debt securities is payable in a foreign currency, then in the
prospectus supplement relating to those debt securities, we will describe any
restrictions on currency conversions, tax considerations or other material
restrictions with respect to that issue of debt securities.
FORM OF DEBT SECURITIES
We may issue debt securities in certificated or uncertificated form, in
registered form with or without coupons or in bearer form with coupons, if
applicable.
We may issue debt securities of a series in the form of one or more
global certificates evidencing all or a portion of the aggregate principal
amount of the debt securities of that series. We may deposit the global
certificates with depositaries, and the certificates may be subject to
restrictions upon transfer or upon exchange for debt securities in individually
certificated form.
EVENTS OF DEFAULT AND REMEDIES
An event of default with respect to each series of debt securities will
include:
- our default in payment of the principal of or premium, if any,
on any debt securities of any series beyond any applicable
grace period;
- our default for 30 days or a period specified in a
supplemental indenture, which may be no period, in payment of
any installment of interest due with regard to debt securities
of any series;
- our default for 60 days after notice in the observance or
performance of any other covenants in the indenture; and
- certain events involving our bankruptcy, insolvency or
reorganization.
Supplemental indentures relating to particular series of debt securities may
include other events of default.
The indenture provides that the trustee may withhold notice to the
holders of any series of debt securities of any default (except a default in
payment of principal, premium, if any, or interest, if any) if the trustee
considers it in the interest of the holders of the series to do so.
The indenture provides that if any event of default has occurred and is
continuing, the trustee or the holders of not less than 25% in principal amount
of the series of debt securities then outstanding may declare the principal of
and accrued interest, if any, on all the debt securities of that series to be
due and payable immediately. However, if we cure all defaults (except the
failure to pay principal, premium or interest which became due solely because of
the acceleration) and certain other conditions are met, that declaration may be
annulled and past defaults may be waived by the holders of a majority in
principal amount of the series of debt securities then outstanding.
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The holders of a majority of the outstanding principal amount of a
series of debt securities will have the right to direct the time, method and
place of conducting proceedings for any remedy available to the trustee, subject
to certain limitations specified in the indenture.
A prospectus supplement will describe any additional or different
events of default which apply to any series of debt securities.
MODIFICATION OF THE INDENTURE
We and the trustee may:
- without the consent of holders of debt securities, modify the
indenture to cure errors or clarify ambiguities;
- with the consent of the holders of not less than a majority in
principal amount of the debt securities which are outstanding
under the indenture, modify the indenture or the rights of the
holders of the debt securities generally; and
- with the consent of the holders of not less than a majority in
outstanding principal amount of any series of debt securities,
modify any supplemental indenture relating solely to that
series of debt securities or the rights of the holders of that
series of debt securities.
However, we may not:
- extend the fixed maturity of any debt securities, reduce the
rate or extend the time for payment of interest, if any, on
any debt securities, reduce the principal amount of any debt
securities or the premium, if any, on any debt securities,
impair or affect the right of a holder to institute suit for
the payment of principal, premium, if any, or interest, if
any, with regard to any debt securities, change the currency
in which any debt securities are payable or impair the right,
if any, to convert any debt securities into common stock or
any of our other securities, without the consent of each
holder of debt securities who will be affected; or
- reduce the percentage of holders of debt securities required
to consent to an amendment, supplement or waiver, without the
consent of the holders of all the then outstanding debt
securities or outstanding debt securities of the series which
will be affected.
MERGERS AND OTHER TRANSACTIONS
We may not consolidate with or merge into any other entity, or transfer
or lease our properties and assets substantially as an entirety to another
person, unless (1) the entity formed by the consolidation or into which we are
merged, or which acquires or leases our properties and assets substantially as
an entirety, assumes by a supplemental indenture all our obligations with regard
to outstanding debt securities and our other covenants under the indenture, and
(2) with regard to each series of debt securities, immediately after giving
effect to the transaction, no event of default, with respect to that series of
debt securities, and no event which would become an event of default, will have
occurred and be continuing.
CONCERNING THE TRUSTEE
Bank One Trust Company, N.A., the trustee under the indenture,
provides, and may continue to provide, loans and banking services to us in the
ordinary course of its business.
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GOVERNING LAW
The indenture, each supplemental indenture, and the debt securities
issued under them will be governed by, and construed in accordance with, the
laws of New York State.
DESCRIPTION OF WARRANTS
Each issue of warrants will be the subject of a warrant agreement which
will contain the terms of the warrants. We will distribute a prospectus
supplement with regard to each issue of warrants. Each prospectus supplement
will describe, as to the warrants to which it relates:
- the securities which may be purchased by exercising the
warrants (which may be common stock, preferred shares,
participating preferred shares, debt securities, depositary
shares or units consisting of two or more of those types of
securities);
- the exercise price of the warrants (which may be wholly or
partly payable in cash or wholly or partly payable with other
types of consideration);
- the period during which the warrants may be exercised;
- any provision adjusting the securities which may be purchased
on exercise of the warrants and the exercise price of the
warrants in order to prevent dilution or otherwise;
- the place or places where warrants can be presented for
exercise or for registration of transfer or exchange; and
- any other material terms of the warrants.
DESCRIPTION OF COMMON STOCK AND PREFERRED SHARES
Our authorized capital stock consists of 100,000,000 shares of common
stock, $0.10 par value, 30,000,000 shares of class B common stock, $0.10 par
value, 100,000,000 shares of participating preferred stock, $0.10 par value, and
500,000 shares of preferred stock, $10.00 par value. At May 31, 2001, 54,018,069
shares of our common stock, 9,772,812 shares of our class B common stock and no
shares of participating preferred stock or preferred stock were outstanding.
PREFERRED STOCK
We may issue preferred stock in series with any rights and preferences
which may be authorized by our board of directors. We will distribute a
prospectus supplement with regard to each series of preferred stock. Each
prospectus supplement will describe, as to the preferred stock to which it
relates:
- the title of the series;
- any limit upon the number of shares of the series which may be
issued;
- the preference, if any, to which holders of the series will be
entitled upon our liquidation;
- the date or dates on which we will be required or permitted to
redeem shares of the series;
- the terms, if any, on which we or holders of the series will
have the option to cause shares of the series to be redeemed;
- the voting rights of the holders of the preferred stock;
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- the dividends, if any, which will be payable with regard to
the series (which may be fixed dividends or participating
dividends and may be cumulative or non-cumulative);
- the right, if any, of holders of the series to convert them
into another class of our stock or securities, including
provisions intended to prevent dilution of those conversion
rights;
- any provisions by which we will be required or permitted to
make payments to a sinking fund which will be used to redeem
shares of the series or a purchase fund which will be used to
purchase shares of the series; and
- any other material terms of the series.
Holders of shares of preferred stock will not have preemptive rights.
COMMON STOCK
All the outstanding shares of our common stock are fully paid and
nonassessable and are entitled to participate equally and ratably in dividends
and in distributions available for the common stock on liquidation. Each share
is entitled to one vote for the election of directors and upon all other matters
on which the common stockholders vote. Holders of common stock are not entitled
to cumulative votes in the election of our directors.
The transfer agent and registrar for the common stock is EquiServe
Trust Company, a wholly-owned subsidiary of EquiServe Limited Partnership of
Canton, Massachusetts.
CLASS B COMMON STOCK
Our class B common stock is identical in every respect with our common
stock, except that (a) each share of class B common stock is entitled to ten
votes on each matter submitted to the vote of the common stockholders, while
each share of common stock is entitled to only one vote, (B) the cash dividends,
if any, paid with regard to the class B common stock in a year cannot be more
than 90% of the cash dividends, if any, paid with regard to the common stock in
that year, (c) a holder cannot transfer class B common stock, except to a
limited group of Permitted Transferees (primarily close relatives of the class B
stockholder, fiduciaries for the class B stockholder or for close relatives, and
entities of which the class B stockholder or close relatives are majority
owners), (d) class B common stock may at any time be converted into common
stock, but common stock may not be converted into class B common stock, (e)
amendments to provisions of our Certificate of Incorporation relating to the
common stock or the class B common stock require the approval of a majority of
the shares of common stock which are voted with regard to them (as well as
approval of a majority in voting power of all the outstanding common stock and
class B common stock combined), and (f) under Delaware law, certain matters
affecting the rights of holders of class B common stock may require approval of
the holders of the class B common stock voting as a separate class.
At May 31, 2001, Leonard Miller, our Chairman, owned, through a family
partnership, class B common stock which would be entitled to approximately 64%
of the combined votes which could be cast by the holders of the common stock and
the class B common stock. That gives Mr. Miller the power to elect all our
directors and to approve most matters which are presented to our stockholders,
even if no other stockholders vote in favor of them. Mr. Miller has no current
intention to convert a significant number of shares of class B common stock into
common stock, or to sell any common stock, although, unless otherwise stated
in a particular prospectus supplement, he would be free to do so at any time.
The existence of class B common stock, which has substantially greater
voting rights than the common stock, probably would discourage non-negotiated
tender offers and other types of non-negotiated takeovers, if any were
contemplated. Mr. Miller's ownership might discourage someone from making a
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significant equity investment in us, even if we needed the investment to meet
our obligations and to operate our business. Mr. Miller's ownership of class B
common stock would make it impossible for anyone to acquire voting control of us
as long as the total outstanding class B common stock is at least 10% of the
combined common stock of both classes and we have no other class of stock which
votes in the election of directors (if at any time the outstanding shares of
class B common stock are less than 10% of the outstanding shares of both classes
of common stock taken together, the class B common stock will automatically be
converted into common stock).
DESCRIPTION OF PARTICIPATING PREFERRED STOCK
Our participating preferred stock is identical with the common stock in
every way, except that (a) no dividends may be paid with regard to the common
stock in a calendar year until the holders of the participating preferred stock
have received a total of $.0125 per share, then no dividends may be paid in that
year with regard to the participating preferred stock until the holders of the
common stock have received dividends totaling $.0125 per share, and then any
additional dividends in the year will be paid on an equal per share basis to the
holders of the participating preferred stock and of the common stock, (b) if we
are liquidated, none of our assets may be distributed to the holders of the
common stock until the holders of the participating preferred stock have
received assets totaling $10 per share, then no assets may be distributed to the
holders of the participating preferred stock until the holders of the common
stock have received assets totaling $10 per share, and then any further
liquidating distributions will be made on an equal per share basis to the
holders of the participating preferred stock and of the common stock, and (c)
holders of participating preferred stock will vote separately on corporate
actions which would change the participating preferred stock or would cause the
holders of the participating preferred stock to receive consideration in a
merger or similar transaction which is different from the consideration received
by the holders of the common stock.
DESCRIPTION OF DEPOSITARY SHARES
We may issue depositary receipts representing interests in shares of
particular series of preferred stock which are called depositary shares. We will
deposit the preferred stock of a series which is the subject of depositary
shares with a depositary, which will hold that preferred stock for the benefit
of the holders of the depositary shares, in accordance with a deposit agreement
between the depositary and us. The holders of depositary shares will be entitled
to all the rights and preferences of the preferred stock to which the depositary
shares relate, including dividend, voting, conversion, redemption and
liquidation rights, to the extent of their interests in that preferred stock.
While the deposit agreement relating to a particular series of
preferred stock may have provisions applicable solely to that series of
preferred stock, all deposit agreements relating to preferred stock we issue
will include the following provisions:
DIVIDENDS AND OTHER DISTRIBUTIONS. Each time we pay a cash dividend or
make any other type of cash distribution with regard to preferred stock of a
series, the depositary will distribute to the holder of record of each
depositary share relating to that series of preferred stock an amount equal to
the dividend or other distribution per depositary share the depositary receives.
If there is a distribution of property other than cash, the depositary either
will distribute the property to the holders of depositary shares in proportion
to the depositary shares held by each of them, or the depositary will, if we
approve, sell the property and distribute the net proceeds to the holders of the
depositary shares in proportion to the depositary shares held by them.
WITHDRAWAL OF PREFERRED STOCK. A holder of depositary shares will be
entitled to receive, upon surrender of depositary receipts representing
depositary shares, the number of shares
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of the applicable series of preferred stock, and any money or other property, to
which the depositary shares relate.
REDEMPTION OF DEPOSITARY SHARES. Whenever we redeem shares of preferred
stock held by a depositary, the depositary will be required to redeem, on the
same redemption date, depositary shares constituting, in total, the number of
shares of preferred stock held by the depositary which we redeem, subject to the
depositary's receiving the redemption price of those shares of preferred stock.
If fewer than all the depositary shares relating to a series are to be redeemed,
the depositary shares to be redeemed will be selected by lot or by another
method we determine to be equitable.
VOTING. Any time we send a notice of meeting or other materials
relating to a meeting to the holders of a series of preferred stock to which
depositary shares relate, we will provide the depositary with sufficient copies
of those materials so they can be sent to all holders of record of the
applicable depositary shares, and the depositary will send those materials to
the holders of record of the depositary shares on the record date for the
meeting. The depositary will solicit voting instructions from holders of
depositary shares and will vote or not vote the preferred stock to which the
depositary shares relate in accordance with those instructions.
LIQUIDATION PREFERENCE. Upon our liquidation, dissolution or winding
up, the holder of each depositary share will be entitled to what the holder of
the depositary share would have received if the holder had owned the number of
shares of preferred stock which is represented by the depositary share.
CONVERSION. If shares of a series of preferred stock are convertible
into common stock or other of our securities or property, holders of depositary
shares relating to that series of preferred stock will, if they surrender
depositary receipts representing depositary shares and appropriate instructions
to convert them, receive the shares of common stock or other securities or
property into which the number of shares of preferred stock to which the
depositary shares relate could at the time be converted.
AMENDMENT AND TERMINATION OF A DEPOSIT AGREEMENT. We and the depositary
may amend a deposit agreement, except that an amendment which materially and
adversely affects the rights of holders of depositary shares, or would be
materially and adversely inconsistent with the rights granted to the holders of
the preferred stock to which they relate, must be approved by holders of at
least two-thirds of the outstanding depositary shares. No amendment will impair
the right of a holder of depositary shares to surrender the depositary receipts
evidencing those depositary shares and receive the preferred stock to which they
relate, except as required to comply with law. We may terminate a deposit
agreement with the consent of holders of a majority of the depositary shares to
which it relates. Upon termination of a deposit agreement, the depositary will
make the shares of preferred stock to which the depositary shares issued under
the deposit agreement relate available to the holders of those depositary
shares. A deposit agreement will automatically terminate if:
- all outstanding depositary shares to which it relates have
been redeemed or converted or
- the depositary has made a final distribution to the holders of
the depositary shares issued under the deposit agreement upon
our liquidation, dissolution or winding up.
MISCELLANEOUS. There will be provisions (i) requiring the depositary to
forward to holders of record of depositary shares any reports or communications
from us which the depositary receives with respect to the preferred stock to
which the depositary shares relate, (ii) regarding compensation of the
depositary, (iii) regarding resignation of the depositary, (iv) limiting our
liability and the liability of the depositary under the deposit agreement
(usually to failure to act in good faith, gross negligence or willful
misconduct) and (v) indemnifying the depositary against certain possible
liabilities.
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LEGAL MATTERS
Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New York, New York
10166, will pass upon the validity of any securities we offer by this
prospectus.
EXPERTS
The financial statements as of November 30, 2000 and 1999, and for each
of the three years in the period ended November 30, 2000, and the related
financial statement schedule incorporated by reference into this prospectus and
the registration statement of which it is a part have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports appearing in and
incorporated by reference in our Annual Report on Form 10-K for the year ended
November 30, 2000, and have been so included in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.
INFORMATION WE FILE
We file annual, quarterly and current reports, proxy statements and
other materials with the SEC. 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. 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.
Reports, proxy statements and other information we file also can be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the General Corporation Law of Delaware,
our Certificate of Incorporation provides that an officer, director, employee or
agent of our company is entitled to be indemnified for the expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him by
reason of any action, suit or proceeding brought against him by virtue of his
acting as such officer, director, employee or agent, provided he acted in good
faith or in a manner he reasonably believed to be in or not opposed to the best
interests of our company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful, except that in any
action or suit by or in the right of our company that person shall be
indemnified only for the expenses actually and reasonably incurred by him and,
if that person shall have been adjudged to be liable for negligence or
misconduct, he shall not be indemnified unless and only to the extent that a
court of appropriate jurisdiction shall determine that such indemnification is
fair and reasonable.
ITEM 21. EXHIBITS.
4.1 Form of Indenture, dated as of December 31, 1997, between the
Company and Bank One Trust Company, N.A., as successor in
interest to The First National Bank of Chicago, (incorporated
by reference to the Company's Registration Statement on Form
S-3, file number 333-45527, dated February 3, 1998).
4.2(a) Article IV of the Company's Amended and Restated Certificate
of Incorporation (incorporated by reference to Exhibit 3(a) of
the Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 1998, dated March 1, 1999), as amended by
the Certificate of Amendment to Certificate of Incorporation,
dated April 9, 1999 (incorporated by reference to Exhibit 3(a)
of the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1999, file number 1-11749, dated
February 28, 2000).
4.2(b) By-Laws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Current Report on Form 8-K, file number
1-06643, dated November 17, 1997).
5.1 Opinion of Clifford Chance Rogers & Wells LLP.
12.1 Statements of computation of ratios of earnings to fixed
charges.
23.1 Consent of Clifford Chance Rogers & Wells LLP (contained in
Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included with the signature pages).
25.1 Statement of Eligibility and Qualification on Form T-1 of
Trustee under the Indenture. Incorporated by reference to
Registration Statement File No. 333-45527.
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ITEM 22. UNDERTAKINGS.
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by us pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment will be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time will 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of our annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act of 1934 that is incorporated by
reference in this registration statement will be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time will be deemed to be the initial bona fide offering
thereof.
(5) That, (i) for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective and (ii)
for the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus 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.
(6) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act of 1939 in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
II-2
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(7) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reoffering by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
(8) That every prospectus: (i) that is filed pursuant to paragraph (7)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes if determining any liability under the Securities Act, 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.
(9) To supply means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective, except to the extent the staff of the Securities and Exchange
Commission has stated it is not necessary that the information be supplied by
means of a post-effective amendment.
(10) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the provisions of our Certificate of Incorporation, or otherwise, we have
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. If a claim for indemnification against such liabilities (other
than the payment by us of expenses incurred or paid by one of our directors,
officers or controlling persons in the successful defense of any action, suit or
proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our 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 Securities Act and we will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida on July 16, 2001.
LENNAR CORPORATION
By: /s/ Stuart A. Miller
----------------------------------
Name: Stuart A. Miller
Title: President and
Chief Executive Officer
The following direct and indirect subsidiaries of registrant may
guarantee the debt securities and are co-registrants under this registration
statement.
NAME OF CO-REGISTRANT
- ---------------------
BCDC Corp.
Boca Greens, Inc.
Boca Isles South Club, Inc.
Bramalea California Properties, Inc.
Bramalea California Realty, Inc.
Bramalea California, Inc.
Canterbury Corporation
Clodine-Bellaire LP, Inc.
Club Pembroke Isles, Inc.
Countryplace Golf Course, Inc.
DCA NJ Realty, Inc.
DCA of Lake Worth, Inc.
DCA of New Jersey, Inc.
E.M.J.V. Corp.
Greystone Construction, Inc.
Greystone Homes of Nevada, Inc.
Greystone Homes, Inc.
Harris County LP, Inc.
Homecraft Corporation
Imperial Homes Corporation
Inactive Corporations, Inc.
Kings Ridge Golf Corporation
Kings Ridge Recreation Corporation
Kings Wood Development Corporation
Lennar Acquisition Corp. II
Lennar Communities Development, Inc.
Lennar Communities, Inc.
Lennar Construction, Inc.
Lennar Financial Services, Inc.
Lennar Homes of Arizona, Inc.
Lennar Homes of California, Inc.
S-1
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NAME OF CO-REGISTRANT
- ---------------------
Lennar Homes, Inc.
Lennar La Paz Limited, Inc.
Lennar La Paz, Inc.
Lennar Land Partners Sub II, Inc.
Lennar Land Partners Sub, Inc.
Lennar Management, Inc.
Lennar Nevada, Inc.
Lennar Northland I, Inc.
Lennar Northland II, Inc.
Lennar Northland III, Inc.
Lennar Northland IV, Inc.
Lennar Northland V, Inc.
Lennar Northland VI, Inc.
Lennar Realty, Inc.
Lennar Renaissance, Inc.
Lennar Sacramento, Inc.
Lennar Sales Corp.
Lennar San Jose Holdings, Inc.
Lennar Southland I, Inc.
Lennar Southland II, Inc.
Lennar Southland III, Inc.
Lennar Southwest Holding Corp.
Lennar Texas Holding Company
Lennar.Com, Inc.
Long Point Development Corporation
Lucerne Merged Condominiums, Inc.
Lundgren Bros. Construction, Inc.
M.A.P. Builders, Inc.
Marlborough Development Corporation
Mid-County Utilities, Inc.
Midland Housing Industries Corp.
Midland Investment Corporation
Mission Viejo 12S Venture, LP
Mission Viejo Holdings, Inc.
North American Title Group, Inc.
Oceanpointe Development Corporation
Orrin Thompson Construction Company
Orrin Thompson Homes Corp.
Paparone Construction Co.
Prarie Lake Corporation
REGTC, Inc.
Rivenhome Corporation
Riviera Land Corp.
Rutenberg Homes of Texas, Inc.
Rutenberg Homes, Inc. (FL)
Savell Gulley Development Corporation
Silver Lakes-Gateway Clubhouse, Inc.
SLTC, Inc.
Stoney Corporation
S-2
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NAME OF CO-REGISTRANT
- ---------------------
Strategic Holdings, Inc.
Strategic Technologies Communications of California, Inc.
Strategic Technologies, Inc.
Summerway Investment Corp.
U.S. Home Corporation
U.S. Home of Arizona Construction Co.
U.S. Home of Colorado Real Estate, Inc.
U.S. Home Realty Corporation
U.S.H. Realty, Inc. (MD)
U.S. Home Realty, Inc. (TX)
U.S.H. Corporation of New York
U.S.H. Los Prados, Inc.
Universal Title Insurors, Inc.
USH (West Lake), Inc.
USH Acquisition Corp.
USH Equity Corporation
USH Holding, Inc.
USH Millennium Ventures Corp.
USH Woodbridge, Inc.
USH/MJR, Inc.
Westchase, Inc.
Weststone Corporation
**Greystone Nevada, LLC
**Lennar Oceanside, LLC
**Lennar Pacific Properties, Inc.
**Lennar Pacific, Inc.
**Lennar Pacific, L.P.
**Rancho Summit, LLC
*Lennar Homes of Texas Land and Construction, Ltd.
*Lennar Homes of Texas Sales and Marketing, Ltd.
as Guarantors
By: /s/ David B. McCain
---------------------
Name: David B. McCain
Title: Vice President
* Executed by Lennar Texas Holding Company, as General Partner.
** Executed by Authorized Agent.
S-3
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stuart A. Miller, Bruce Gross, David B.
McCain and Diane J. Bessette and his or her true and lawful attorney-in-fact and
agent, with full powers of substitution to sign for him or her and in his or her
name any or all amendments (including post-effective amendments) to the
registration statement to which this power of attorney is attached and to file
those amendments and all exhibits to them and other documents to be filed in
connection with them with the Securities and Exchange Commission.
Pursuant to the requirement of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
ON BEHALF OF LENNAR CORPORATION:
SIGNATURE TITLE(S) DATE
- --------- -------- ----
/s/ Stuart A. Miller Chief Executive Officer, July 16, 2001
- ------------------------------------------ President and Director
Stuart A. Miller (Principal Executive Officer)
/s/ Bruce Gross
- ------------------------------------------ Vice President and Chief Financial Officer July 16, 2001
Bruce Gross (Principal Financial Officer)
/s/ Diane J. Bessette
- ------------------------------------------ Vice President and Controller July 16, 2001
Diane J. Bessette (Principal Accounting Officer)
/s/ Leonard Miller
- ------------------------------------------ Chairman of the Board of Directors July 16, 2001
Leonard Miller
/s/ Irving Bolotin
- ------------------------------------------ Director July 16, 2001
Irving Bolotin
/s/ Steven L. Gerard
- ------------------------------------------ Director July 16, 2001
Steven L. Gerard
/s/ Jonathan M. Jaffe
- ------------------------------------------ Director July 16, 2001
Jonathan M. Jaffe
/s/ R. Kirk Landon
- ------------------------------------------ Director July 16, 2001
R. Kirk Landon
/s/ Sidney Lapidus
- ------------------------------------------ Director July 16, 2001
Sidney Lapidus
/s/ Herve Ripault
- ------------------------------------------ Director July 16, 2001
Herve Ripault
/s/ Arnold P. Rosen
- ------------------------------------------ Director July 16, 2001
Arnold P. Rosen
S-4
26
SIGNATURE TITLE(S) DATE
- --------- -------- ----
/s/ Steven J. Saiontz Director July 16, 2001
- -------------------------------------------
Steven J. Saiontz
/s/ Robert J. Strudler Vice-Chairman of the Board of Directors July 16, 2001
- -------------------------------------------
Robert J. Strudler
ON BEHALF OF THE FOLLOWING LISTED CO-REGISTRANTS:
NAME OF CO-REGISTRANT
- ---------------------
BCDC Corp.
Boca Greens, Inc.
Boca Isles South Club, Inc.
Bramalea California, Inc.
Bramalea California Properties, Inc.
Bramalea California Realty, Inc.
Clodine-Bellaire LP, Inc.
Club Pembroke Isles, Inc.
DCA NJ Realty, Inc.
DCA of Lake Worth, Inc.
DCA of New Jersey, Inc.
Harris County LP, Inc.
Inactive Corporations, Inc.
Kings Ridge Golf Corporation
Kings Ridge Recreation Corporation
Kings Wood Development Corporation
Lennar Acquisition Corp. II
Lennar Communities, Inc.
Lennar Communities Development, Inc.
Lennar Construction, Inc.
Lennar Homes, Inc.
S-5
27
NAME OF CO-REGISTRANT
- ---------------------
Lennar Homes of Arizona, Inc.
Lennar Homes of California, Inc.
Lennar La Paz Limited, Inc.
Lennar La Paz, Inc.
Lennar Land Partners Sub, Inc.
Lennar Land Partners Sub II, Inc.
Lennar Management, Inc.
Lennar Nevada, Inc.
Lennar Northland I, Inc.
Lennar Northland II, Inc.
Lennar Northland III, Inc.
Lennar Northland IV, Inc.
Lennar Northland V, Inc.
Lennar Northland VI, Inc.
Lennar Realty, Inc.
Lennar Renaissance, Inc.
Lennar Sacramento, Inc.
Lennar San Jose Holdings, Inc.
Lennar Southland I, Inc.
Lennar Southland II, Inc.
Lennar Southland III, Inc.
Lennar Southwest Holding Corp.
Lennar Texas Holding Company
Lennar.Com, Inc.
Long Point Development Corporation
Lucerne Merged Condominiums, Inc.
M.A.P. Builders, Inc.
Marlborough Development Corporation
Midland Housing Industries Corp.
Midland Investment Corporation
Mission Viejo Holdings, Inc.
Riviera Land Corp.
Savell Gulley Development Corporation
Silver Lakes-Gateway Clubhouse, Inc.
Strategic Holdings, Inc.
Strategic Technologies Communications of California, Inc.
Strategic Technologies, Inc.
Westchase, Inc.
S-6
28
SIGNATURE TITLE(S) DATE
- --------- -------- ----
/s/ Stuart A. Miller Chief Executive Officer, President July 16, 2001
- ------------------------------------------ and Director
Stuart A. Miller (Principal Executive Officer)
/s/ Bruce Gross Chief Financial Officer and Director July 16, 2001
- ------------------------------------------ (Principal Financial Officer)
Bruce Gross
/s/ Diane J. Bessette Controller and Director July 16, 2001
- ------------------------------------------ (Principal Accounting Officer)
Diane J. Bessette
/s/ Leonard Miller Chairman of the Board of Directors July 16, 2001
- ------------------------------------------
Leonard Miller
/s/ Allan J. Pekor Director July 16, 2001
- ------------------------------------------
Allan J. Pekor
ON BEHALF OF THE FOLLOWING LISTED CO-REGISTRANTS:
NAME OF CO-REGISTRANT
- ---------------------
Canterbury Corporation (12) (53) (54) (58)
Countryplace Golf Course, Inc. (53) (54) (57) (58)
E.M.J.V. Corp. (29) (30) (53) (54) (58)
Greystone Construction, Inc. (6) (22.1) (45)
Greystone Homes of Nevada, Inc. (5) (16) (19)
Greystone Homes, Inc. (16) (18.1) (22)
Homecraft Corporation (54) (58) (59)
Imperial Homes Corporation (53) (54) (58) (59)
Lennar Financial Services, Inc. (24) (25) (42) (48)
Lennar Pacific Properties, Inc. (5) (16) (19)
Lennar Pacific, Inc. (5) (16) (19)
Lennar Sales Corp. (5) (16) (22)
North American Title Group, Inc. (24) (43) (47)
Lundgren Bros. Construction, Inc. (8) (10) (40) (44) (63.1)
Mid-County Utilities, Inc. (1) (11) (14)
Oceanpointe Development Corporation (7) (54) (58)
Orrin Thompson Construction Company (54) (59)
Orrin Thompson Homes Corp. (54) (59)
Paparone Construction Co. (54) (59)
Prairie Lake Corporation (12) (53) (54) (58)
REGTC, Inc. (13) (24) (43) (48)
Rivenhome Corporation (9) (53) (54) (58)
Rutenberg Homes, Inc. (FL) (9) (53) (54) (58)
Rutenberg Homes of Texas, Inc. (53) (54) (59)
S-7
29
NAME OF CO-REGISTRANT
SLTC, Inc. (25) (34) (35) (43) (48) (62)
Stoney Corporation (2) (54) (58)
Summerway Investment Corp. (53) (58) (66)
U.S. Home Corporation (18) (43) (54.1) (61)
U.S. Home of Arizona Construction Co. (4) (54) (58)
U.S. Home of Colorado Real Estate, Inc. (54) (58) (67)
U.S. Home Realty Corporation (27) (30.1) (58)
U.S.H. Realty, Inc. (MD) (3) (53) (54) (58)
U.S. Home Realty, Inc. (TX) (54) (59)
U.S.H. Corporation of New York (30) (54) (59)
U.S.H. Los Prados, Inc. (53) (54) (56) (58)
Universal Title Insurors, Inc. (24) (33) (37) (43) (48)
USH (West Lake), Inc. (53) (54) (58) (60)
USH Acquisition Corp. (26) (53) (54) (63)
USH Equity Corporation (53) (54) (59)
USH Holding, Inc. (53) (54) (59)
USH Millennium Ventures Corp. (23) (54) (58)
USH Woodbridge, Inc. (28) (53) (54) (58)
USH/MJR, Inc. (50) (54) (58)
Weststone Corporation (2) (54) (58)
SIGNATURE TITLE(S) DATE
--------- -------- ----
/s/ Philip F. Barber (1) Chief Executive Officer July 16, 2001
- ------------------------------------------ (Principal Executive Officer)
Philip F. Barber and Director
/s/ Walter Beeman (2) Chief Executive Officer July 16, 2001
- ------------------------------------------ (Principal Executive Officer)
Walter Beeman
/s/ Jerrold H. Berman (3) Chief Executive Officer July 16, 2001
- ------------------------------------------ (Principal Executive Officer)
Jerrold H. Berman
/s/ Steven L. Craddock (4) Chief Executive Officer July 16, 2001
- ------------------------------------------ (Principal Executive Officer)
Steven L. Craddock
/s/ Marc Chasman (5) Director and Treasurer July 16, 2001
- ------------------------------------------ (Principal Financial Officer
Marc Chasman and Principal Accounting Officer)
(6) Director
(6.1) Director and Controller
(Principal Accounting Officer)
/s/ Sam B. Crimaldi (7) Chief Executive Officer July 16, 2001
- ------------------------------------------ (Principal Executive Officer)
Sam B. Crimaldi
S-8
30
SIGNATURE TITLE(S) DATE
--------- -------- ----
/s/ Laurie A. Verenocke (8) Vice President of Finance July 16, 2001
- ------------------------------------------ (Principal Financial Officer)
Laurie A. Verenocke
/s/ James E. Curry
- ------------------------------------------ (9) Chief Executive Officer July 16, 2001
James E. Curry (Principal Executive Officer)
/s/ Allan D. Lundgren (10) Treasurer July 16, 2001
- ------------------------------------------ (Principal Accounting Officer)
Allan D. Lundgren
/s/ Rory Dickens
- ------------------------------------------ (11) Director July 16, 2001
Rory Dickens
/s/ Francis J. Dolan
- ------------------------------------------ (12) Chief Executive Officer July 16, 2001
Francis J. Dolan (Principal Executive Officer)
/s/ J. Kent Altemus (13) President July 16, 2001
- ------------------------------------------ (Principal Executive Officer)
J. Kent Altemus
/s/ David Markham (14) Treasurer July 16, 2001
- ------------------------------------------ (Principal Financial Officer
David Markham and Principal Accounting Officer)
INTENTIONALLY BLANK (15) Reserved
/s/ Robert W. Garcin
- ------------------------------------------ (16) Director July 16, 2001
Robert W. Garcin
INTENTIONALLY BLANK (17) Reserved
/s/ Bruce Gross
- ------------------------------------------ (18) Chief Financial Officer (Principal July 16, 2001
Bruce Gross Financial Officer) and Director
(18.1) Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Emile Haddad
- ------------------------------------------ (19) President (Principal July 16, 2001
Emile Haddad Executive Officer) and Director
INTENTIONALLY BLANK (20) Reserved
INTENTIONALLY BLANK (21) Reserved
/s/ Jonathan M. Jaffe
- ------------------------------------------ (22) President (Principal) July 16, 2001
Jonathan M. Jaffe Executive Officer) and Director
(22.1) President (Principal
Executive Officer) and Director
S-9
31
SIGNATURE TITLE(S) DATE
--------- -------- ----
/s/ Craig M. Johnson
- ------------------------------------------ (23) Chief Executive Officer July 16, 2001
Craig M. Johnson (Principal Executive Officer)
/s/ Nancy Kaminsky
- ------------------------------------------ (24) Chief Financial Officer (Principal July 16, 2001
Nancy Kaminsky Financial Officer and Principal
Accounting Officer) and Director
(25) Director
/s/ Steven E. Lane
- ------------------------------------------ (26) Director July 16, 2001
Steven E. Lane
/s/ Gene E. Lanton
- ------------------------------------------ (27) Chief Executive Officer July 16, 2001
Gene E. Lanton (Principal Executive Officer)
and Director
/s/ Charles Lindsay
- ------------------------------------------ (28) Chief Executive Officer July 16, 2001
Charles Lindsay (Principal Executive Officer)
/s/ Michael S. Lawson
- ------------------------------------------ (29) President July 16, 2001
Michael S. Lawson (Principal Executive Officer)
/s/ Bill Daskarolis
- ------------------------------------------ (30) Treasurer July 16, 2001
Bill Daskarolis (Principal Accounting Officer)
(30.1) Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
INTENTIONALLY BLANK (31) Reserved
INTENTIONALLY BLANK (32) Reserved
/s/ Beverly McReynolds
- ------------------------------------------ (33) President and Director July 16, 2001
Beverly McReynolds (Principal Executive Officer)
/s/ N.S. Moize
- ------------------------------------------ (34) Director July 16, 2001
N.S. Moize
/s/ William G. Moize
- ------------------------------------------ (35) President and Director July 16, 2001
William G. Moize (Principal Executive Officer)
INTENTIONALLY BLANK (36) Reserved
/s/ Janice Munoz
- ------------------------------------------ (37) Director July 16, 2001
Janice Munoz
S-10
32
SIGNATURE TITLE(S) DATE
--------- -------- ----
INTENTIONALLY BLANK (38) Reserved
INTENTIONALLY BLANK (39) Reserved
/s/ James R. Neilson
- ------------------------------------------ (40) Director July 16, 2001
James R. Neilson
INTENTIONALLY BLANK (41) Reserved
/s/ Allan J. Pekor
- ------------------------------------------
Allan J. Pekor (42) President and Director July 16, 2001
(Principal Executive Officer)
(43) Director
/s/ Peter Pflaum
- ------------------------------------------ (44) Director July 16, 2001
Peter Pflaum
/s/ Allan Quan
- ------------------------------------------ (45) Treasurer (Principal Financial July 16, 2001
Allan Quan Officer and Principal Accounting
Officer)
INTENTIONALLY BLANK (46) Reserved
/s/ Linda Reed
- ------------------------------------------ (47) President and Director July 16, 2001
Linda Reed (Principal Executive Officer)
(48) Director
INTENTIONALLY BLANK (49) Reserved
/s/ Michael T. Richardson
- ------------------------------------------ (50) Chief Executive Officer July 16, 2001
Michael T. Richardson (Principal Executive Officer)
INTENTIONALLY BLANK (51) Reserved
INTENTIONALLY BLANK (52) Reserved
/s/ Chester P. Sadowski
- ------------------------------------------ (53) Director July 16, 2001
Chester P. Sadowski (54) Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
(54.1) Controller
(Principal Accounting Officer)
INTENTIONALLY BLANK (55) Reserved
S-11
33
SIGNATURE TITLE(S) DATE
--------- -------- ----
/s/ Mike De Silva
- ------------------------------------------ (56) Chief Executive Officer July 16, 2001
Mike De Silva (Principal Executive Officer)
/s/ Paul Sims
- ------------------------------------------ (57) Chief Executive Officer July 16, 2001
Paul Sims (Principal Executive Officer)
/s/ Richard G. Slaughter
- ------------------------------------------ (58) Director July 16, 2001
Richard G. Slaughter (59) Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Gregory A. Snyder
- ------------------------------------------ (60) Chief Executive Officer July 16, 2001
Gregory A. Snyder (Principal Executive Officer)
/s/ Robert J. Strudler
- ------------------------------------------ (61) Chief Executive Officer July 16, 2001
Robert J. Strudler (Principal Executive Officer)
and Director
/s/ E. Blake Utley
- ------------------------------------------ (62) Chief Financial Officer and July 16, 2001
E. Blake Utley Controller (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Philip J. Walsh, III
- ------------------------------------------ (63) Chief Executive Officer July 16, 2001
Philip J. Walsh, III (Principal Executive Officer)
(63.1) Chief Executive Officer
(Principal Executive Officer)
and Director
INTENTIONALLY BLANK (64) Reserved
INTENTIONALLY BLANK (65) Reserved
/s/ Charles Webber, Jr.
- ------------------------------------------ (66) Chief Executive Officer July 16, 2001
Charles Webber, Jr. (Principal Executive Officer)
and Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Jeffrey H. Whiton
- ------------------------------------------ (67) Chief Executive Officer July 16, 2001
Jeffrey H. Whiton (Principal Executive Officer)
INTENTIONALLY BLANK (68) Reserved
S-12
34
ON BEHALF OF THE FOLLOWING LIMITED PARTNERSHIP CO-REGISTRANTS:
NAME OF CO-REGISTRANT GENERAL PARTNER OF CO-REGISTRANT
- --------------------- --------------------------------
Lennar Homes of Texas Land and Construction, Ltd. Lennar Texas Holding Company
Lennar Homes of Texas Sales and Marketing, Ltd. Lennar Texas Holding Company
Lennar Pacific, L.P. Greystone Homes, Inc.
Mission Viejo 12S Venture, LP Mission Viejo Holdings, Inc.
SIGNATURE TITLE(S) DATE
--------- -------- ----
/s/ Diane J. Bessette Director of each of: Lennar Texas Holding July 16, 2001
- ------------------------------------- Company and Mission Viejo Holdings, Inc.
Diane J. Bessette
/s/ Marc Chasman Director of Greystone Homes, Inc. July 16, 2001
- -------------------------------------
Marc Chasman
/s/ Robert W. Garcin Director of Greystone Homes, Inc. July 16, 2001
- -------------------------------------
Robert W. Garcin
/s/ Bruce Gross Director of each of: Lennar Texas July 16, 2001
- ------------------------------------- Holding Company and Mission
Bruce Gross Viejo Holdings, Inc.
/s/ Jonathan M. Jaffe Director of Greystone Homes, Inc. July 16, 2001
- -------------------------------------
Jonathan M. Jaffe
/s/ Leonard Miller Director of each of: Lennar July 16, 2001
- ------------------------------------- Texas Holding Company and
Leonard Miller Mission Viejo Holdings, Inc.
/s/ Stuart A. Miller Director of each of: Lennar July 16, 2001
- ------------------------------------- Texas Holding Company and
Stuart A. Miller Mission Viejo Holdings, Inc.
/s/ Allan J. Pekor Director of each of: Lennar Texas July 16, 2001
- ------------------------------------- Holding Company and Mission Viejo
Allan J. Pekor Holdings, Inc.
S-13
35
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
4.1 Form of Indenture, dated as of December 31, 1997, between the
Company and Bank One Trust Company, N.A., as successor in interest
to The First National Bank of Chicago, (incorporated by reference to
the Company's Registration Statement on Form S-3, file number
333-45527, dated February 3, 1998).
4.2(a) Article IV of the Company's Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3(a) of the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1998, dated March 1, 1999), as amended by the
Certificate of Amendment to Certificate of Incorporation, dated
April 9, 1999 (incorporated by reference to Exhibit 3(a) of the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1999, file number 1-11749, dated February 28, 2000).
4.2(b) By-Laws of the Company (incorporated by reference to Exhibit 3.2 to
the Company's Current Report on Form 8-K, file number 1-06643, dated
November 17, 1997).
5.1 Opinion of Clifford Chance Rogers & Wells LLP.
12.1 Statements of computation of ratios of earnings to fixed charges.
23.1 Consent of Clifford Chance Rogers & Wells LLP (contained in Exhibit
5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included with the signature pages).
25.1 Statement of Eligibility and Qualification on Form T-1 of Trustee
under the Indenture. Incorporated by reference to Registration
Statement File No. 333-45527.