SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JULY 28, 2002
(Date of Report)
LENNAR CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-11749 95-4337490
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
700 NORTHWEST 107TH AVENUE, MIAMI, FLORIDA 33172
(Address of Principal Executive Offices) (Zip Code)
(305) 559-4000
(Registrant's Telephone Number, Including Area Code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Until July 28, 2002, Leonard Miller, through his direct and indirect ownership
and control of LMM Family Partners, L.P., a Delaware limited partnership, and
The Miller Charitable Fund, L.P., a Delaware limited partnership, was the
beneficial owner of 9,671,961 shares of Class B Common Stock of Lennar
Corporation (the "Company"), which were convertible into 9,671,961 shares of
common stock of the Company. Because each share of Class B Common Stock is
entitled to ten votes, and each share of common stock is entitled to only one
vote, the Class B Common Stock gave Mr. Miller the power to cast 63.6% of the
total number of votes that could be cast by holders of the Company's stock.
Leonard Miller died on July 28, 2002. As result of his death, all the
outstanding stock of the corporate general partner of LMM Family Partners, L.P.
was transferred to a trust of which Stuart Miller is the sole trustee. Because
of that, Stuart Miller has the power to direct the voting, and to direct the
disposition of, the 9,401,661 shares of Class B Common Stock held by LMM Family
Partnership, L.P. Those shares, together with 9,000 shares of Class B Common
Stock and 286,183 shares of common stock that Stuart Miller owns directly, give
Stuart Miller the power to cast 62.1% of the votes that can be cast by holders
of the Company's stock. Therefore, Stuart Miller has the power to cause the
election of directors of the Company, and to take most other actions which may
be taken by stockholders of the Company, even if no other stockholders vote in
favor of the directors or the other stockholder actions. In addition, since
April 1997, Stuart Miller has been the President, the Chief Executive Officer
and a Director of the Company.
Under the Will of Leonard Miller, all the shares of the corporation which is the
sole stockholder of the corporate general partner of The Miller Charitable Fund,
L.P., which owns 270,300 shares of Class B Common Stock of the Company, are to
be conveyed to a trust of which Stuart Miller is one of four trustees. The other
trustees include Stuart Miller's sister and brother. The Will of Leonard Miller
designates the same four people to be the personal representatives to probate
the Estate of Leonard Miller. However, the court has not yet appointed the
personal representatives. It is anticipated that, shortly after the personal
representatives are appointed, they will elect Stuart Miller as the sole
director of the corporate general partner of The Miller Charitable Fund, L.P.
That will give him the power to vote or direct the voting, or to dispose or
direct the disposition of, the shares of Class B Common Stock held by The Miller
Charitable Fund, L.P. and any common stock into which it may be converted. This
would increase the percentage of the votes which Stuart Miller could cast to
63.9% of all the votes that can be cast by holders of the Company's stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 12, 2002
By:/s/ David B. McCain
-------------------------------------
Name: David B. McCain
Title: Vice President and Secretary
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