SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Rule 13d-101)
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LNR PROPERTY CORPORATION
(Name of Issuer)
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COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
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501940100
(Cusip Number)
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DAVID W. BERNSTEIN, ESQ.
CLIFFORD CHANCE ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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JULY 28, 2002
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Page 1 of 8 Pages
CUSIP No. 501940100 13D Page 2 of 8 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STUART A. MILLER
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [_]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
NOT APPLICABLE
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
US
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NUMBER OF 7. SOLE VOTING POWER
UNITS 8,803,390
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING -----------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 8,803,390
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,803,390
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.6%
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14. TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to common stock, par value $.10
per share, of LNR Property Corporation, a Delaware corporation (the "Company").
The Company's principal executive offices are located at 760 N.W. 107th Avenue,
Miami, Florida 33172.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) The person filing this Statement is Stuart A. Miller. Mr.
Miller's business address is 700 N.W. 107th Avenue, Miami, Florida 33172. His
principal occupation is as President, and principal executive officer, of Lennar
Corporation. In addition, he is the Chairman of the Board of the Company.
Stuart Miller is the sole trustee of Marital Trust I ("Marital Trust
I") created under the Leonard Miller Amended and Restated Revocable Trust
Agreement dated June 8, 2001 (the "Leonard Miller Marital Trust Agreement").
Marital Trust I is the beneficial owner of all the voting stock of LMM Family
Corp., a Delaware corporation, which is the sole general partner of MFA Limited
Partnership.
(d)-(e) Stuart Miller has not, during the past five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws
or finding any violation with respect to such laws.
(f) Stuart Miller is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The event by which Stuart Miller became the beneficial owner of more
than 5% of the Company's common stock was the death of Leonard Miller on July
28, 2002. Upon Leonard Miller's death, beneficial ownership of LLM Family Corp.,
the sole general partner of MFA Limited Partnership, was transferred to Marital
Trust I, of which Stuart Miller is the sole trustee. As a result of this, Stuart
became the beneficial owner, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, of the shares of the Company owned by MFA
Limited Partnership. No funds or other consideration were involved in Mr.
Miller's becoming the beneficial owner of those shares.
ITEM 4. PURPOSE OF THE TRANSACTION.
Stuart Miller's becoming the beneficial owner of more than 5% of the
outstanding common stock of the Company resulted from the death of Leonard
Miller, not from a transaction.
Stuart Miller holds options which were granted to him as an employee of
the Company. He may from time to time exercise those options or sell shares
acquired upon exercise of those options or other shares of common stock of the
Company which he owns.
In his capacity as Chairman of the Board of the Company, Stuart Miller
participates in considerations of possible acquisitions or dispositions of
businesses or assets by the Company and its subsidiaries. He also considers the
possibility of the Company's raising funds by selling equity or debt securities.
In addition, the Company's Board of Directors has authorized the Company to
repurchase its stock from time to time, and in
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his capacity as Chairman of the Board of the Company, Stuart Miller from time to
time participates in considerations of whether to cause the Company to purchase
shares in accordance with that authorization.
Because of the death of Leonard Miller, and in order to comply with
requirements of new New York Stock Exchange rules and requirements of the
Sarbanes-Oxley Act of 2002, it is likely that new directors will be added to the
Company's Board of Directors.
Except as described above, Stuart Miller has no plans or proposals
which would result in
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the Company's becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Stuart Miller is the sole trustee of Marital Trust I. Marital
Trust I is the beneficial owner of all the outstanding voting shares of LMM
Family Corp., which is the sole general partner of MFA Limited Partnership. As
the sole general partner, LLM Family Corp. has the power to cause MFA Limited
Partnership to vote, or to dispose of, securities which it owns. MFA Limited
Partnership owns 8,188,830 shares of Class B Common Stock of the Company, which
may at any time be converted into common stock of the Company at the rate of one
share of common stock for each share of Class B Common Stock that is converted.
Therefore, in his capacity as trustee of Marital Trust I, Stuart Miller has the
sole power to vote or to direct the vote, and the sole power to dispose or to
direct the disposition of, 8,188,830 shares of common stock of the Company. In
addition, Stuart Miller owns 550,473 shares of common stock of the Company and
holds options which are, or within 60 days will become, exercisable, which
entitle him to purchase up to 64,087 shares of common stock of the Company (as
well as options which will not become exercisable within 60 days which will
entitle him to purchase up to an additional 95,913 shares of common stock).
Therefore, for purposes of Section 13 under the Securities Exchange Act of 1934,
as amended, Stuart Miller is the beneficial owner of a total of 8,803,390 shares
of common stock of the Company. Giving effect to the conversion of all the
8,188,830 shares of Class B Common Stock into common stock and the exercise of
all
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the options held by Stuart Miller which are, or within 60 days will become,
exercisable, and based upon the information as to outstanding shares contained
in the Company's Report on Form 10-Q for the period ended May 31, 2002, the
shares of common stock of which Stuart Miller is the beneficial owner constitute
26.59% of the outstanding shares of common stock.
Each share of Class B Common Stock entitles the holder to cast 10
votes, while each share of common stock entitles the holder to cast one vote.
Therefore, the 8,188,830 shares of Class B Common Stock which Stuart Miller, as
trustee of Marital Trust I, has the power to vote, together with the 550,473
shares of common stock which he owns, entitle him to cast a total of 82,438,773
votes, which is 67.2% of all the votes which may be cast at a meeting of the
Company's stockholders.
Under the Will of Leonard Miller, all the outstanding shares of MCI
Parent Corporation, a Delaware corporation, are to be conveyed to Marital Trust
II created under the Leonard Miller Revocable Trust Agreement. MCI Parent
Corporation owns all the outstanding shares of MCI Holdings Corporation, a
Delaware corporation. MCI Holdings Corporation is the sole general partner of
The Miller Charitable Fund, L.P., which is the beneficial owner of 1,549,000
shares of Class B Common Stock of the Company. Those shares may be converted at
any time into 1,549,000 shares of common stock of the Company. Stuart Miller is
one of four trustees of Marital Trust II. The other trustees include Stuart
Miller's sister and brother. The Will of Leonard Miller designates the same four
people who are trustees of Marital Trust II 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 MCI Holdings Corporation, which 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 of the Company, and any common stock into which it may be
converted, held by The Miller Charitable Fund, L.P.
(c) During the past sixty days, Stuart Miller did not effect any
transactions in the Company's common stock.
(d) Susan Miller is the income beneficiary, with limited rights to
withdraw principal, of Marital Trust I and of Marital Trust II created under the
Leonard Miller Revocable Trust Agreement and is the settlor and income
beneficiary of the Susan Miller Revocable Trust. Marital Trust II and the Susan
Miller Revocable Trust each owns directly or indirectly limited partner
interests in MFA Limited Partnership and The Miller Charitable Fund, L.P.
Stuart Miller, Leslie Saiontz (Stuart Miller's sister) and Jeffrey
Miller (Stuart Miller's brother) and their living descendents are income
beneficiaries, with in some instances limited rights with regard to principal,
of trusts which own directly or indirectly limited partner interests in MFA
Limited Partnership and The Miller Charitable Fund, L.P.
MFA Limited Partnership is the beneficial owner of 8,188,830 shares of
Class B Common Stock of the Company, which are convertible into 8,188,830 shares
of common stock of the Company. The Miller Charitable Fund, L.P. is the
beneficial owner of 1,549,000 shares of Class B Common Stock, which are
convertible into 1,549,000 shares of common stock of the Company.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Stuart Miller, as trustee of Marital Trust I, has fiduciary obligations
to the beneficiaries of that trust. However, no provision of the agreement
creating Marital Trust I limits Mr. Miller's right to vote or direct the
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voting of, or to dispose or direct the disposition of, Class B Common Stock or
common stock of the Company held by entities controlled by Marital Trust I.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - - Leonard Miller Amended and Restated Revocable Trust
Agreement dated June 8, 2001.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: August 7, 2002
/s/ Stuart A. Miller
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Stuart A. Miller
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EXHIBIT INDEX
Description
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Exhibit A LEONARD MILLER AMENDED AND RESTATED REVOCABLE TRUST AGREEMENT
8