SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.2
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(RULE 13d-101)
LNR PROPERTY CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
501940100
(Cusip Number)
DAVID W. BERNSTEIN, ESQ.
CLIFFORD CHANCE US 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)
DECEMBER 26, 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 4 Pages
CUSIP No. 50194100 13D Page 2 of 4 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
10,256,922
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING
10,256,922
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PERSON WITH 10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,256,922
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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)
30.8%
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14. TYPE OF REPORTING PERSON
IN
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended by adding at the end of the text responding to
paragraphs (a) and (b) the following:
On December 17, 2002, Mr. Miller transferred 100,000 shares of common stock
to The Miller Charitable Fund, L.P. and received in exchange 100,000 shares of
Class B Common Stock of the Company. As a result of this transaction, as well as
the exercise on October 29, 2002, of options to purchase 20,145 shares of common
stock and sale on that day of 15,536 shares, on December 30, 2002, Mr. Miller
owned 455,165 shares of common stock (including 150,000 restricted shares and 83
shares he holds through the Company's savings plan) and 100,000 shares of Class
B Common Stock, and held options to purchase 139,855 shares of common stock, of
which options to purchase 63,927 shares were exercisable or would become
exercisable within 60 days.
After receiving the 100,000 shares of common stock from Mr. Miller, The
Miller Charitable Fund, L.P. transferred those shares, as a charitable
contribution, to The Miller Family Foundation, Inc. on December 26, 2002. That
reduced the total number of shares of common stock of which Mr. Miller is the
beneficial owner to 10,256,922 shares. Giving effect to the conversion into
common stock of all the 9,737,830 shares of Class B Common Stock held by Mr.
Miller or of which he has the sole power to direct the vote and the disposition
and the exercise of all the options held by Mr. Miller which were exercisable on
December 30, 2002, or would become exercisable within 60 days after that, and
based on the Company's report on Form 10-Q for the period ended August 31, 2002,
adjusted to reflect the exercise of stock options by Mr. Miller on October 29,
2002, the shares of common stock of which Mr. Miller is the beneficial owner
constitute 30.8% of the outstanding shares of common stock.
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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: December 30, 2002
/s/ Stuart A. Miller
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Stuart A. Miller
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