As filed with the Securities and Exchange Commission on April 11, 2003
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LNR PROPERTY CORPORATION
(Exact name of registrants as specified in its charter)
DELAWARE 65-0777234
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1601 WASHINGTON AVENUE
MIAMI BEACH, FLORIDA 33139
(305) 695-5500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Jeffrey P. Krasnoff
President
and
Chief Executive Officer
LNR Property Corporation
1601 Washington Avenue
Miami Beach, Florida 33139
(305) 695-5500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
DAVID W. BERNSTEIN, ESQ.
CLIFFORD CHANCE US LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM
OFFERING PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
---------------- ---------- -------- -------------- ----------------
Common Stock, Preferred Stock,
Depositary Shares, Debt Securities,
Warrants (1) and Guarantees.......... (2) (2) $500,000,000 $40,450
========== ======== ============== ================
(1) Includes shares of Common Stock that may be issued upon conversion of
Preferred Stock or Debt Securities, or exercise of Warrants, which are
being registered.
(2) Not applicable, as provided in General Instruction D to Form S-3.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE AMENDED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED APRIL 11, 2003
PROSPECTUS
LNR PROPERTY CORPORATION
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT SECURITIES
WARRANTS
AND GUARANTEES
We may from time to time offer our common stock, preferred stock (which we
may issue in one or more series), depositary shares representing shares of
preferred stock, debt securities (which we may issue in one or more series) or
warrants entitling the holders to purchase common stock, preferred stock,
depositary shares or debt securities, at an aggregate initial offering price
that will not exceed $500,000,000. We may also issue guarantees of the
obligations of our subsidiaries or others under securities they issue. We will
determine when we sell securities the amounts of securities we will sell and the
prices and other terms on which we will sell them. We may sell securities to or
through underwriters, through agents or directly to purchasers.
We will describe in a prospectus supplement, which we will deliver with
this prospectus, the terms of particular securities which we offer in the
future. We may describe the terms of those securities in a term sheet which will
precede the prospectus supplement.
In each prospectus supplement we will include the following information:
- The names of the underwriters or agents, if any, through which we
will sell the securities;
- The proposed amounts of securities, if any, which the underwriters
will purchase;
- The compensation, if any, of those underwriters or agents;
- The initial public offering price of the securities;
- Information about securities exchanges or automated quotation
systems on which the securities will be listed or traded; and
- Any other material information about the offering and sale of the
securities.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
April 11, 2003
TABLE OF CONTENTS
PAGE
----
FORWARD-LOOKING INFORMATION............................................... 2
THE COMPANY............................................................... 3
USE OF PROCEEDS........................................................... 3
RATIO OF EARNINGS TO FIXED CHARGES........................................ 4
DESCRIPTION OF DEBT SECURITIES............................................ 4
DESCRIPTION OF WARRANTS................................................... 8
DESCRIPTION OF COMMON STOCK AND PREFERRED SECURITIES...................... 8
DESCRIPTION OF DEPOSITARY SHARES.......................................... 10
DESCRIPTION OF GUARANTEES................................................. 11
LEGAL MATTERS............................................................. 11
EXPERTS................................................................... 11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 12
INFORMATION WE FILE....................................................... 12
FORWARD-LOOKING INFORMATION
Some of the statements in this prospectus are "forward looking statements"
as that term is defined in the Private Securities Litigation Reform Act of 1995.
Generally, the words "believe," "expect," "intend," "anticipate," "will," "may"
and similar expressions identify forward looking statements. Forward looking
statements inherently involve risks and uncertainties. The factors, among
others, that could cause actual results to differ materially from those
anticipated by the forward looking statements in this prospectus include but are
not limited to: (a) changes in demand for commercial real estate nationally, in
areas in which we own properties, or in areas in which properties securing
mortgages directly or indirectly owned by us are located, (b) international,
national or regional business conditions which affect the ability of mortgage
obligors to pay principal or interest when it is due, (c) the cyclical nature of
the commercial real estate business, (d) changes in interest rates (e) changes
in the market for various types of real estate based securities, (f) changes in
the availability of capital or the terms on which it is available, (g) changes
in the availability of qualified personnel, and (h) changes in government
regulations, including, without limitation, environmental regulations.
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THE COMPANY
We are a real estate investment, finance and management company. We
structure and make real estate and real estate related investments and, through
our expertise in developing and managing properties and working out under
performing and non-performing commercial loans, we seek to enhance the value of
those investments. We and our predecessor have been engaged in the development,
ownership and management of commercial and multi-family residential properties
since 1969.
Our real estate investment activities primarily consist of:
- Acquiring, developing, repositioning, managing, and selling
commercial and multi-family residential real estate;
- Investing in high-yielding real estate loans and acquiring at a
discount portfolios of loans backed by commercial or multi-family
residential real estate; and
- Investing in unrated and non-investment grade rated commercial
mortgage-backed securities ("CMBS") as to which we have the right to
be special servicer (i.e., to oversee workouts of underperforming
and non-performing loans).
We adjust our investment focus from time to time to adapt to changes in
markets and phases of the real estate cycle.
Lennar Corporation ("Lennar"), one of the nation's largest homebuilders,
began developing, owning and managing commercial and multi-family residential
real estate in 1969. In June 1997, Lennar formed our company to separate
Lennar's real estate investment, finance and management business from its
homebuilding business. On October 31, 1997, Lennar distributed our stock to
Lennar's stockholders in a tax-free spin-off. We treat activities conducted by
Lennar, as our predecessor, of the type we currently conduct as our own
historical activities.
USE OF PROCEEDS
Except as may be set forth in a particular prospectus supplement, we will
add the net proceeds from sales of securities to our general corporate funds,
which we may use to repay indebtedness, for acquisitions or for other general
corporate purposes.
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RATIO OF EARNINGS TO FIXED CHARGES
Years Ended November 30,
---------------------------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Ratio of earnings to fixed charges(1) 3.3x 2.7x 2.2x 2.2x 2.9x
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(1) For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consist of income from continuing operations before income
taxes plus "fixed charges" and certain other adjustments. "Fixed charges"
consist of interest incurred on all indebtedness related to continuing
operations, including amortization of original issue discount, (we did not
have any material capitalized lease obligations during the periods
presented).
There was no preferred stock outstanding for any of the periods shown
above. Accordingly, the ratio of earnings to combined fixed charges and
preferred stock dividends is identical to the ratio of earnings to fixed
charges.
DESCRIPTION OF DEBT SECURITIES
We will issue the debt securities under an indenture dated as of January
25, 1999 with US Bank Trust National Association, as successor trustee, as it
may be modified and amended from time to time, and which we may supplement from
time to time. The following paragraphs describe the provisions of the indenture.
The indenture was filed as an exhibit to Registration Statement File No.
333-67929. Also, you may inspect it at the office of the trustee.
GENERAL
The debt securities will be direct, unsecured obligations of our company
and may be either senior debt securities or subordinated debt securities. The
indenture does not limit the principal amount of debt securities that we may
issue. We may issue debt securities in one or more series. A supplemental
indenture will set forth specific terms of each series of debt securities. There
will be prospectus supplements relating to particular series of debt securities.
Each prospectus supplement will describe:
- the title of the debt securities and whether the debt securities are
senior or subordinated debt securities;
- any limit upon the aggregate principal amount of the particular debt
securities which we may issue;
- the date or dates on which principal of the debt securities will be
payable and the amount of principal which will be payable;
- the rate or rates (which may be fixed or variable) at which the debt
securities will bear interest, if any, as well as the dates from
which interest will accrue, the dates on which interest will be
payable, the persons to whom interest will be payable, if other than
the registered holders on the record date, and the record date for
the interest payable on any payment date;
- the currency or currencies in which principal, premium, if any, and
interest, if any, will be paid;
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- the place or places where principal, premium, if any, and interest,
if any, on the debt securities will be payable and where debt
securities which are in registered form can be presented for
registration of transfer or exchange;
- any provisions regarding our right to prepay the debt securities or
of holders to require us to prepay the debt securities;
- the right, if any, of holders of the debt securities to convert them
into common stock or other securities, including any provisions
intended to prevent dilution of the conversion rights;
- any provisions requiring or permitting us to make payments to a
sinking fund which will be used to redeem debt securities or a
purchase fund which will be used to purchase debt securities;
- any index or formula used to determine the required payments of
principal, premium, if any, or interest, if any;
- the percentage of the principal amount of the debt securities which
is payable if maturity of the debt securities is accelerated because
of a default;
- any special or modified events of default or covenants with respect
to the debt securities; and
- any other material terms of the debt securities.
The indenture does not contain any restrictions on the payment of
dividends or the repurchase of our securities or any financial covenants.
However, supplemental indentures relating to particular series of debt
securities may contain provisions of that type.
We may issue debt securities at a discount from their stated principal
amount. A prospectus supplement may describe federal income tax considerations
and other special considerations applicable to a debt security issued with
original issue discount.
If the principal of, premium, if any, or interest with regard to any
series of debt securities is payable in a foreign currency, we will describe in
the prospectus supplement relating to those debt securities any restrictions on
currency conversions, tax considerations or other material restrictions with
respect to that issue of debt securities.
FORM OF DEBT SECURITIES
We may issue debt securities in certificated or uncertificated form, in
registered form with or without coupons or in bearer form with coupons, if
applicable.
We may issue debt securities of a series in the form of one or more global
certificates evidencing all or a portion of the aggregate principal amount of
the debt securities of that series. We may deposit the global certificates with
depositaries, and the certificates may be subject to restrictions upon transfer
or upon exchange for debt securities in individually certificated form.
EVENTS OF DEFAULT AND REMEDIES
An event of default with respect to each series of debt securities will
include:
- our default in payment of the principal of or premium, if any, on
any debt securities of that series;
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- our default for a period specified in a supplemental indenture,
which may be no period, in payment of any installment of interest,
if any, on any debt securities of that series;
- our default for a period specified in the supplemental indenture
after notice in the observance or performance of any other covenants
in the indenture; and
- certain events involving our bankruptcy, insolvency or
reorganization.
Supplemental indentures relating to particular series of debt securities may
include other events of default.
The indenture provides that the trustee may withhold notice to the holders
of any series of debt securities of any default (except a default in payment of
principal, premium, if any, or interest, if any) if the trustee considers it in
the interest of the holders of the series to do so.
The indenture provides that if any event of default has occurred and is
continuing, the trustee or the holders of not less than 25% in principal amount
of the series of debt securities then outstanding may declare the principal of
and accrued interest, if any, on all the debt securities of that series to be
due and payable immediately. However, if we cure all defaults (except the
failure to pay principal, premium or interest which became due solely because of
the acceleration) and certain other conditions are met, that declaration may be
annulled and past defaults may be waived by the holders of a majority in
principal amount of the debt securities of that series which are then
outstanding.
The holders of a majority in outstanding principal amount of a series of
debt securities will have the right to direct the time, method and place of
conducting proceedings for any remedy available to the trustee, subject to
certain limitations specified in the indenture.
A prospectus supplement will describe any additional or different events
of default which apply to any series of debt securities.
MODIFICATION OF THE INDENTURE
We and the trustee may:
- without the consent of holders of debt securities, modify the
indenture to cure errors or clarify ambiguities;
- with the consent of the holders of not less than a majority in
principal amount of the debt securities which are outstanding under
the indenture, modify the indenture or the rights of the holders of
the debt securities generally; and
- with the consent of the holders of not less than a majority in
outstanding principal amount of any series of debt securities,
modify any supplemental indenture relating solely to that series of
debt securities or the rights of the holders of that series of debt
securities.
However, we may not:
- extend the fixed maturity of any debt securities, reduce the rate or
extend the time for payment of interest, if any, on any debt
securities, reduce the principal amount of any debt securities or
the premium, if any, on any debt securities, impair or affect the
right of a holder to institute suit for the payment of principal,
premium, if any, or interest, if any, with regard to any debt
securities, change the currency in which any debt securities are
payable or impair
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the right, if any, to convert any debt securities into common stock
or any of our other securities, without the consent of each holder
of debt securities who will be affected; or
- reduce the percentage of holders of debt securities required to
consent to an amendment, supplement or waiver, without the consent
of the holders of all the then outstanding debt securities or
outstanding debt securities of the series which will be affected.
MERGERS AND OTHER TRANSACTIONS
We may not consolidate with or merge into any other entity, or transfer or
lease our properties and assets substantially as an entirety to another person,
unless (i) the entity formed by the consolidation or into which we are merged,
or which acquires or leases our properties and assets substantially as an
entirety, assumes by a supplemental indenture all our obligations with regard to
outstanding debt securities and our other covenants under the indenture, and
(ii) with regard to each series of debt securities, immediately after giving
effect to the transaction, no event of default, with respect to that series of
debt securities, and no event which would become an event of default, will have
occurred and be continuing.
CONCERNING THE TRUSTEE
US Bank Trust National Association, the successor trustee under the
indenture, provides, and may continue to provide, loans and banking services to
us in the ordinary course of its business.
GOVERNING LAW
The indenture, each supplemental indenture, and the debt securities issued
under them will be governed by, and construed in accordance with, the laws of
New York State.
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DESCRIPTION OF WARRANTS
Each issue of warrants will be the subject of a warrant agreement which
will contain the terms of the warrants. We will distribute a prospectus
supplement with regard to each issue of warrants. Each prospectus supplement
will describe, as to the warrants to which it relates:
- the securities which may be purchased by exercising the warrants
(which may be common stock, preferred stock, debt securities,
depositary shares or units consisting of two or more of those types
of securities);
- the exercise price of the warrants (which may be wholly or partly
payable in cash or wholly or partly payable with other types of
consideration);
- the period during which the warrants may be exercised;
- any provision adjusting the securities which may be purchased on
exercise of the warrants and the exercise price of the warrants in
order to prevent dilution or otherwise;
- the place or places where warrants can be presented for exercise or
for registration of transfer or exchange; and
- any other material terms of the warrants.
DESCRIPTION OF COMMON STOCK AND PREFERRED SECURITIES
Our authorized capital stock consists of 150,000,000 shares of common
stock, $0.10 par value, 40,000,000 shares of class B common stock, $0.10 par
value, and 500,000 shares of preferred stock, $10.00 par value. At November 30,
2002, 23,188,827 shares of common stock, 9,783,768 shares of class B common
stock and no shares of preferred stock were outstanding. Between December 1,
2002 and April 8, 2003, we repurchased 4,354,005 shares of our common stock.
PREFERRED STOCK
We may issue preferred stock in series with any rights and preferences
that may be authorized by our board of directors. We will distribute a
prospectus supplement with regard to each series of preferred stock. Each
prospectus supplement will describe, as to the preferred stock to which it
relates:
- the title of the series;
- any limit upon the number of shares of the series which may be
issued;
- the preference, if any, to which holders of the series will be
entitled upon our liquidation;
- the date or dates on which we will be required or permitted to
redeem shares of the series;
- the terms, if any, on which we or holders of the series will have
the option to cause shares of the series to be redeemed;
- the voting rights of the holders of the preferred stock;
- the dividends, if any, which will be payable with regard to the
series (which may be fixed dividends or participating dividends and
may be cumulative or non-cumulative);
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- the right, if any, of holders of the series to convert them into
another class of our stock or securities, including provisions
intended to prevent dilution of those conversion rights;
- any provisions by which we will be required or permitted to make
payments to a sinking fund which will be used to redeem shares of
the series or a purchase fund which will be used to purchase shares
of the series; and
- any other material terms of the series.
Holders of shares of preferred stock will not have preemptive rights.
COMMON STOCK
All the outstanding shares of our common stock are fully paid and
nonassessable and entitled to participate equally and ratably in dividends and
in distributions available for the common stock on liquidation. Each share is
entitled to one vote for the election of directors and upon all other matters on
which the common stockholders vote. Holders of common stock are not entitled to
cumulative votes in the election of our directors.
The transfer agent and registrar for the common stock is EquiServe Trust
Company, Providence, Rhode Island.
CLASS B COMMON STOCK
Our class B common stock is identical in every respect with our common
stock, except that (a) each share of class B common stock is entitled to ten
votes on each matter submitted to the vote of the common stockholders, while
each share of common stock is entitled to only one vote, (b) the cash dividends,
if any, paid with regard to a share of class B common stock in a year cannot be
more than 90% of the cash dividends, if any, paid with regard to a share of
common stock in that year, (c) a holder cannot transfer class B common stock,
except to a limited group of Permitted Transferees (primarily close relatives of
the class B stockholder, fiduciaries for the class B stockholder or for close
relatives, and entities of which the class B stockholder or close relatives are
majority owners), (d) each share of class B common stock may at any time be
converted into one share of common stock, but common stock may not be converted
into class B common stock, (e) amendments to provisions of our Certificate of
Incorporation relating to the common stock or the class B common stock require
the approval of a majority of the shares of common stock which are voted with
regard to them (as well as approval of a majority in voting power of all the
outstanding common stock and class B common stock combined), and (f) under
Delaware law, certain matters affecting the rights of holders of class B common
stock may require approval of the holders of the class B common stock voting as
a separate class.
At February 14, 2003, partnerships owned primarily by trusts of which
Stuart Miller, the Chairman of our Board, is a trustee and he and members of his
family are the beneficiaries, owned 9,637,830 shares of class B common stock,
and Stuart Miller owned 100,000 shares of class B common stock and 343,165
shares of common stock. Together, this was 99.5% of the outstanding class B
common stock and 31.8% of the outstanding common stock of both classes. Stuart
Miller has the power to vote the shares owned by the partnerships. Those shares,
together with the shares Stuart Miller owned directly, gave him the power to
cast 81.6% of the total votes which could be cast by the holders of both classes
of common stock.
The existence of class B common stock, which has substantially greater
voting rights than the common stock, probably would discourage non-negotiated
tender offers and other types of non-negotiated takeovers, if any were
contemplated. The ownership of class B common stock by Miller entities and
Stuart Miller would make it impossible for anyone to acquire voting control of
us as long as that class B
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common stock represents at least 9.1% of the combined common stock of both
classes and the total outstanding class B common stock is at least 10% of the
combined common stock of both classes (if at any time the outstanding shares of
class B common stock are less than 10% of the outstanding shares of both classes
of common stock taken together, the class B common stock will automatically be
converted into common stock).
DESCRIPTION OF DEPOSITARY SHARES
We may issue depositary receipts representing interests in shares of
particular series of preferred stock, which are called depositary shares. We
will deposit the preferred stock of a series which is the subject of depositary
shares with a depositary, which will hold that preferred stock for the benefit
of the holders of the depositary shares, in accordance with a deposit agreement
between the depositary and us. The holders of depositary shares will be entitled
to all the rights and preferences of the preferred stock to which the depositary
shares relate, including dividend, voting, conversion, redemption and
liquidation rights, to the extent of their interests in that preferred stock.
While the deposit agreement relating to a particular series of preferred
stock may have provisions applicable solely to that series of preferred stock,
all deposit agreements relating to preferred stock we issue will include the
following provisions:
Dividends and Other Distributions. Each time we pay a cash dividend or
make any other type of cash distribution with regard to preferred stock of a
series, the depositary will distribute to the holder of record of each
depositary share relating to that series of preferred stock an amount equal to
the dividend or other distribution per depositary share the depositary receives.
If there is a distribution of property other than cash, the depositary either
will distribute the property to the holders of depositary shares in proportion
to the depositary shares held by each of them, or the depositary will, if we
approve, sell the property and distribute the net proceeds to the holders of the
depositary shares in proportion to the depositary shares held by them.
Withdrawal of Preferred Stock. A holder of depositary shares will be
entitled to receive, upon surrender of depositary receipts representing
depositary shares, the number of shares of the applicable series of preferred
stock, and any money or other property, to which the depositary shares relate.
Redemption of Depositary Shares. Whenever we redeem shares of preferred
stock held by a depositary, the depositary will be required to redeem, on the
same redemption date, depositary shares constituting, in total, the number of
shares of preferred stock held by the depositary which we redeem, subject to the
depositary's receiving the redemption price of those shares of preferred stock.
If fewer than all the depositary shares relating to a series are to be redeemed,
the depositary shares to be redeemed will be selected by lot or by another
method we determine to be equitable.
Voting. Any time we send a notice of meeting or other materials relating
to a meeting to the holders of a series of preferred stock to which depositary
shares relate, we will provide the depositary with sufficient copies of those
materials so they can be sent to all holders of record of the applicable
depositary shares, and the depositary will send those materials to the holders
of record of the depositary shares on the record date for the meeting. The
depositary will solicit voting instructions from holders of depositary shares
and will vote or not vote the preferred stock to which the depositary shares
relate in accordance with those instructions.
Liquidation Preference. Upon our liquidation, dissolution or winding up,
the holder of each depositary share will be entitled to what the holder of the
depositary share would have received if the holder had owned the number of
shares of preferred stock which is represented by the depositary share.
Conversion. If shares of a series of preferred stock are convertible into
common stock or other of our securities or property, holders of depositary
shares relating to that series of preferred stock will, if
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they surrender depositary receipts representing depositary shares and
appropriate instructions to convert them, receive the shares of common stock or
other securities or property into which the number of shares of preferred stock
to which the depositary shares relate could at the time be converted.
Amendment and Termination of a Deposit Agreement. We and the depositary
may amend a deposit agreement, except that an amendment which materially and
adversely affects the rights of holders of depositary shares, or would be
materially and adversely inconsistent with the rights granted to the holders of
the preferred stock to which they relate, must be approved by holders of at
least two-thirds of the outstanding depositary shares. No amendment will impair
the right of a holder of depositary shares to surrender the depositary receipts
evidencing those depositary shares and receive the preferred stock to which they
relate, except as required to comply with law. We may terminate a deposit
agreement with the consent of holders of a majority of the depositary shares to
which it relates. Upon termination of a deposit agreement, the depositary will
make the shares of preferred stock to which the depositary shares issued under
the deposit agreement relate available to the holders of those depositary
shares. A deposit agreement will automatically terminate if:
- all outstanding depositary shares to which it relates have been
redeemed or converted or
- the depositary has made a final distribution to the holders of the
depositary shares issued under the deposit agreement upon our
liquidation, dissolution or winding up.
Miscellaneous. There will be provisions (i) requiring the depositary to
forward to holders of record of depositary shares any reports or communications
from us which the depositary receives with respect to the preferred stock to
which the depositary shares relate, (ii) regarding compensation of the
depositary, (iii) regarding resignation of the depositary, (iv) limiting our
liability and the liability of the depositary under the deposit agreement
(usually to failure to act in good faith, gross negligence or willful
misconduct) and (v) indemnifying the depositary against certain possible
liabilities.
DESCRIPTION OF GUARANTEES
We may guarantee debt securities, preferred stock or other securities
issued by our subsidiaries or others. Our guarantee may be total or may be
limited to particular amounts or to particular obligations under the guaranteed
securities. If the issuance of the guaranteed securities must be registered
under the Securities Act of 1933, as amended, the prospectus relating to the
guaranteed securities will also constitute a prospectus supplement regarding our
guarantee. That prospectus/prospectus supplement will include a description of
the nature and the extent of our guarantee.
LEGAL MATTERS
Clifford Chance US LLP, 200 Park Avenue, New York, New York 10166, will
pass upon the validity of the securities we offer by this prospectus. If the
validity of any securities is also passed upon by counsel for the underwriters
of an offering of those securities, that counsel will be named in the prospectus
supplement relating to that offering.
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EXPERTS
Our consolidated financial statements as of November 30, 2002 and 2001,
and for each of the three years in the period ended November 30, 2002, and the
related financial statement schedules, that are incorporated by reference into
this prospectus have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports appearing in our Annual Report on Form
10-K for the year ended November 30, 2002, and have been so incorporated by
reference in reliance upon the reports of such firm given upon their authority
as experts in accounting and auditing.
The combined financial statements of Lennar Land Partners and Lennar Land
Partners II as of November 30, 2002 and 2001, and for each of the three years in
the period ended November 30, 2002 that are incorporated by reference into this
prospectus have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report appearing in our Annual Report on Form 10-K for the year
ended November 30, 2002, and have been so incorporated by reference in reliance
upon the report of such firm given on their authority as experts in accounting
and auditing.
The financial statements of Madison Square Company LLC as of December 31,
2002 and 2001, and for each of the three years in the period ended December 31,
2002 that are incorporated by reference into this prospectus have been audited
by Ernst & Young LLP, independent auditors, as stated in their report appearing
in our Annual Report on Form 10-K for the year ended November 30, 2002, and
have been so incorporated by reference in reliance upon the report of such firm
given on their authority as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference in this prospectus the following
documents which we have previously filed with the Securities and Exchange
Commission under the File Number 1-13223:
(a) our Annual Report on Form 10-K for the fiscal year ended
November 30, 2002;
(b) our definitive proxy statement filed March 12, 2003; and
(c) the description of our common stock contained in our
registration statement under Section 12 of the Securities Exchange
Act of 1934, as amended, as that description has been altered by
amendment, or reports filed for the purpose of updating that
description.
Whenever after the date of this prospectus we file reports or documents
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, those reports and documents will be deemed to be part of this
prospectus from the time they are filed. If anything in a report or document we
file after the date of this prospectus changes anything in it, this prospectus
will be deemed to be changed by that subsequently filed report or document
beginning on the date the report or document is filed.
We will provide to each person to whom a copy of this prospectus is
delivered a copy of any or all of the information that has been incorporated by
reference in this prospectus, but not delivered with this prospectus. We will
provide this information at no cost to the requestor upon written or oral
request addressed to LNR Property Corporation, 1601 Washington Avenue, Miami
Beach, Florida 33139, Attention: Director of Investor Relations (Telephone:
305-695-5500).
INFORMATION WE FILE
We file annual, quarterly and current reports, proxy statements and other
materials with the SEC. The public may read and copy any materials we file with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements and other information regarding issuers (including us) that file
electronically with the SEC. The address of that site is http://www.sec.gov.
Reports, proxy statements and other information we file also can be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities being registered, other than
underwriting discounts and commissions:
Registration fee -- Securities and Exchange Commission........ $40,450
Accounting fees and expenses.................................. 5,000(1)
Legal fees and expenses....................................... 5,000(1)
Trustees' fees and expenses................................... 5,000(1)
Miscellaneous................................................. 19,550
Total $75,000
=======
----------------
(1) Does not include expenses of preparing prospectus supplements and
other expenses relating to offerings of particular securities.
ITEM 15 INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 145 of the General Corporation Law of Delaware,
our Certificate of Incorporation provides that an officer, director, employee or
agent of our company is entitled to be indemnified for the expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him by
reason of any action, suit or proceeding brought against him by virtue of his
acting as such officer, director, employee or agent, provided he acted in good
faith or in a manner he reasonably believed to be in or not opposed to the best
interests of our company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful, except that in any
action or suit by or in the right of our company that person shall be
indemnified only for the expenses actually and reasonably incurred by him and,
if that person shall have been adjudged to be liable for negligence or
misconduct, he shall not be indemnified unless and only to the extent that a
court of appropriate jurisdiction shall determine that such indemnification is
fair and reasonable.
ITEM 16 EXHIBITS
2(a) Certificate of Incorporation of the Company dated June 6, 1997
- incorporated by reference to Form 10, File number 1-13223,
filed July 31, 1997.
2(b) Amendment to Certificate of Incorporation of the Company dated
July 25, 1997 - incorporated by reference to Form 10, File
number 1-13223, filed July 31, 1997
2(c) Amendment to Certificate of Incorporation of the Company
effective February 27, 2001.
2(d) By-laws of the Company - incorporated by reference to Form 10,
File number 1-13223, filed July 31, 1997.
2(e) Amendment to By-laws of the Company adopted January 16, 2003.
4 Indenture dated as of January 25, 1999, between the Company
and the Bank of New York - incorporated by reference to the
Company's Registration Statement on Form S-3, File number
333-67929, filed November 25, 1998.
5 Opinion of Counsel.
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12 Statements of computation of ratios of earnings to fixed
charges - incorporated by reference to Report on Form 10-K for
the year ended November 30, 2002, File number 1-13223.
23 Consents
(i). Clifford Chance US LLP (counsel)--included in Exhibit 5
(ii). Deloitte & Touche LLP (accountants)
(iii). Deloitte & Touche LLP (accountants)
(iv). Ernst & Young LLP (accountants)
ITEM 17 UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i). To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii). To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii). To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of LNR's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this registration
statement will be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time will
be deemed to be the initial bona fide offering thereof.
(5) That, (i) for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective and (ii) for the
purpose of determining any liability under the Securities
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Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of LNR
pursuant to the foregoing provisions, or otherwise, LNR has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by LNR of expenses incurred or paid by a director, officer or
controlling person of LNR in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, LNR will, unless in the opinion
of counsel for LNR the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami and State of Florida on April 11, 2003.
LNR PROPERTY CORPORATION
By: /s/ Jeffrey P. Krasnoff
-----------------------------------------
Jeffrey P. Krasnoff
President and Chief Executive Officer
S-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Jeffrey P. Krasnoff, Shelly Rubin, Zena
Dickstein and Steven N. Bjerke his or her true and lawful attorney-in-fact and
agent, with full powers of substitution, to sign for him or her and in his or
her name any or all amendments (including post-effective amendments) to the
registration statement to which this power of attorney is attached and to file
those amendments and all exhibits to them and other documents to be filed in
connection with them with the Securities and Exchange Commission.
Pursuant to the requirement of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE(S) DATE
/s/ Jeffrey P. Krasnoff President, Chief Executive
---------------------------- Officer and Director
Jeffrey P. Krasnoff (Principal Executive Officer) April 11, 2003
/s/ Shelly Rubin
---------------------------- Vice President and Chief
Shelly Rubin Financial Officer
(Principal Financial Officer) April 11, 2003
/s/ Steven N. Bjerke
---------------------------- Controller
Steven N. Bjerke (Principal Accounting Officer) April 11, 2003
/s/ Stuart A. Miller
----------------------------
Stuart A. Miller Director April 11, 2003
/s/ Brian L. Bilzin
----------------------------
Brian L. Bilzin Director April 11, 2003
/s/ Charles E. Cobb, Jr.
----------------------------
Charles E. Cobb, Jr. Director April 11, 2003
/s/ Edward T. Fotte II
----------------------------
Edward T. Foote II Director April 11, 2003
/s/ Stephen E. Frank
----------------------------
Stephen E. Frank Director April 11, 2003
/s/ Connie Mack
----------------------------
Connie Mack Director April 11, 2003
/s/ Steven J. Saiontz
----------------------------
Steven J. Saiontz Director April 11, 2003
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