UNITED
STATES
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
June
28, 2005
Date
of Report (Date of earliest event reported)
Lennar
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-11749
|
95-4337490
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
700
Northwest 107th
Avenue, Miami, Florida 33172
(Address
of principal executive offices) (Zip Code)
(305)
559-4000
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June
28, 2005, the Board of Directors of Lennar Corporation (the “Company”) voted
(with Messrs. Miller and Saiotz abstaining), in accordance with Article XI
of
the Company’s By-Laws, to amend Section 5.3 of the By-Laws, effective
immediately.
Section
5.3 of the By-laws requires appointment of an Independent Directors Committee
(the "Committee"), consisting of three or more directors, none of
whom is
an officer or employee of the Company, and none of whom is a security holder,
director, officer or employee of LNR Property Corporation (“LNR”) or one of its
subsidiaries, to review significant transactions involving the Company or
one of
its subsidiaries and LNR or one of its subsidiaries. The purpose of the
amendment to Section 5.3 is to simplify that section and limit the
number
of transactions that will require approval of the Committee.
Section
5.3 currently contains detailed provisions requiring approval of (1)
transactions between the Company and LNR, (2) significant transactions by
entities of which the Company and LNR each owns at least 25% of the equity
(referred to as Jointly-Owned Entities), and (3) transactions between the
Company and Jointly-Owned Entities. Specifically, Section 5.3
currently requires that the Committee approve:
| · |
every
transaction which requires approval by the unanimous or super majority
vote of the members of the governing body of a Jointly-Owned Entity
(which
is all significant transactions) and involves a transaction between
the
Jointly-Owned Entity or its subsidiaries and LNR or its subsidiaries,
|
| · |
every
contribution by the Company or a subsidiary of the Company of assets
to a
Jointly-Owned Entity,
|
| · |
every
exercise of an option by the Company or a subsidiary of the Company
to
purchase property from a Jointly-Owned Entity, unless the terms
of the
option were approved by the Committee,
|
| · |
every
purchase by the Company or a subsidiary of the Company of property
or
other assets from, or sale of property or other assets to, a Jointly-Owned
Entity (whether on exercise of an option or otherwise) with a purchase
price exceeding $10 million; and
|
| · |
every
transaction between the Company or a subsidiary of the Company
and LNR or
a subsidiary of LNR.
|
In
addition, Section 5.3 currently requires that the President of the
Company
report to the Committee with regard to the exercise of options to purchase
properties or other assets from Jointly-Owned Entities at least once each
fiscal
quarter, and, in any event, each time the aggregate sum paid and not
previously reported exceeds $25 million.
As
amended, the revised Section 5.3 requires Committee approval for the Company
or
a subsidiary of the Company to:
| · |
enter
into a transaction or series of related transactions involving
more than
$50 million with LNR or an entity of which LNR owns more than 25%
of the
equity,
|
| · |
incur
actual or contingent obligations to satisfy liabilities totaling
more than
$50 million of LNR or an entity of which LNR owns more than 25%
of the
equity, or
|
| · |
authorize
an entity of which the Company and its subsidiaries own more than
25% but
less than 50% of the equity to incur an actual or contingent obligation
to
satisfy liabilities of LNR or an entity of which LNR owns more
than 25% of
the equity totaling more than (i) $50 million divided by (ii) the
percentage that the Company and its subsidiaries own of the entity
incurring the actual or contingent
obligation.
|
The
text
of the amended Section 5.3 is included as an exhibit to this Current Report
on
Form 8-K.
The
Committee recommended to the Board the amendment
of Section 5.3 of the By-Laws based upon (i) a review of the appropriate
materiality threshold regarding transactions involving both the
Company
and LNR and (ii) changes in the ownership of LNR, which reduce the likelihood
of
conflicts of interest arising from transactions involving both the Company
and
LNR.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
The
following exhibit is furnished as part of this Current Report on Form 8-K.
Exhibit
No. Description
of Document
3.1
Section
5.3 of the By-Laws of Lennar Corporation, as amended.
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.
Date:
July 5, 2005
LENNAR
CORPORATION
By:
/s/ Waynewright
Malcolm
Name: Waynewright
Malcolm
Title:
Vice President and Treasurer
Exhibit
Index
Exhibit
No. Description
of Document
3.1
Section
5.3 of the By-Laws of Lennar Corporation, as amended.