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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 31, 1997
LENNAR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11749 59-1281887
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
700 Northwest 107th Avenue
Miami Florida 33172
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code:
(305) 559-4000
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On October 31, 1997, Lennar Corporation, a Delaware
corporation, ("Lennar") was merged with Pacific Greystone
Corporation, a Delaware corporation ("Greystone"), with Greystone as
the surviving corporation. Although Greystone is the surviving
corporation, immediately after the merger former Lennar stockholders
will own approximately 68% of the fully diluted outstanding capital
stock of the surviving corporation, the surviving corporation will
be named Lennar Corporation, six of its eight directors will be
pre-merger Lennar directors and the principal executive officers of
Lennar before the merger will become the principal executive
officers of the surviving corporation. For accounting and
consolidated tax reporting purposes, the merger will be treated as
an acquisition of Greystone by Lennar. The surviving corporation's
common stock is traded on the New York Stock Exchange under the
symbol "LEN."
After the merger, each share of common stock, $.01 par value
per share, of Greystone will remain outstanding as one share of
common stock, $.10 par value per share, of the surviving
corporation, and each share of common stock, $.10 par value per
share, of Lennar and each share of class B common stock, $.10 par
value per share, of Lennar will become one share of the common
stock, or class B common stock, of the surviving corporation,
respectively. However, before the effective time of the merger,
Greystone declared a stock dividend of .138 shares of Greystone
common stock upon each share of Greystone common stock outstanding
at the close of business on October 31, 1997. Therefore, after the
merger, Greystone stockholders will hold 1.138 shares of common
stock of the surviving corporation for each share of Greystone
common stock outstanding immediately prior to the merger.
The merger was approved at special meetings of Greystone's
stockholders and Lennar's stockholders held on October 31, 1997.
Greystone issued 26,097,675 shares of its common stock and 9,966,675
shares of its newly created class B common stock to the common
stockholders and class B common stockholders of Lennar in the
merger.
As a result of the merger, Leonard Miller (Lennar's Chairman),
through family partnerships, owns 9,930,300 shares of the surviving
corporation's class B stock. Because the class B stock is entitled
to 10 votes per share, and Mr. Miller's holdings are more than 99%
of the surviving corporation's class B stock, Mr. Miller will be
entitled to cast 69.6% of all the votes which may be cast with
regard to matters presented for a vote of the surviving
corporation's stockholders.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 1.
ITEM 5. OTHER EVENTS.
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The name of the corporation which survived the merger of
Greystone with Lennar is Lennar Corporation.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
It is impracticable to file with this Form 8-K the financial
statements and proforma financial information required by this Item
7 with regard to the merger. Those financial statements and that
proforma financial information will be filed by amendment to this
Form 8-K as soon as practicable and, in any event, within 60 days
after the required filing date for this Form 8-K.
(b) Pro Forma Financial Information.
See Item 7(a).
(c) Exhibits.
2.1 Plan and Agreement of Merger, dated as of June 10, 1997,
between Lennar and Greystone--incorporated by reference to
Registration Statement on Form S-4, File No. 333- 35671.
2.2 Amendment No. 1, dated as of October 31, 1997, to Plan and
Agreement of Merger, dated as of June 10, 1997.
3.1 Restated Certificate of Incorporation of surviving
corporation.
3.2 By-Laws of surviving corporation.
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, thereunto duly authorized.
LENNAR CORPORATION
Date: November 17, 1997 By: /s/ STUART A. MILLER
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Name: Stuart A. Miller
Title: President
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