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LEN > SEC Filings for LEN > Form 8-K on 20-Apr-2009All Recent SEC Filings

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Form 8-K for LENNAR CORP /NEW/


20-Apr-2009

Other Events


Item 8.01. Other Events.
On April 20, 2009, Lennar Corporation (the "Company") entered into Distribution Agreements (collectively, the "Distribution Agreements") with each of J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. (each, an "Agent" and collectively, the "Agents") under which the Company may sell from time to time through the Agents shares of its Class A common stock (the "Shares") for an aggregate of up to $275,000,000 by means of ordinary brokers' transactions at market prices or as otherwise agreed to between the Company and the Agents. The Company may also sell Shares to each Agent, as principal, for its own account, on terms agreed to between them.
The Company is not obligated to sell and the Agents are not obligated to buy or sell any Shares under the Distribution Agreements. No assurance can be given that the Company will sell any Shares under the Distribution Agreements, or, if it does, as to the price or amount of Shares that it sells, or the dates when such sales will take place.
The Distribution Agreements are filed as Exhibits 99.1, 99.2, 99.3 and 99.4 to this Current Report on Form 8-K, and the above description of certain terms of the Distribution Agreements is qualified in its entirety by reference to such exhibits. For a description of the Distribution Agreements, see the disclosure under the caption "Plan of Distribution" contained in the Company's Prospectus Supplement dated April 20, 2009, which has been filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The Distribution Agreements are incorporated by reference herein.
The Shares will be offered pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-151924) (the "Registration Statement") which became effective on June 25, 2008.
A copy of the opinion of Clifford Chance US LLP, relating to the legality of the Shares, is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K.

Exhibit No.      Description of Document
        5.1      Opinion of Clifford Chance US LLP

       23.1      Consent of Clifford Chance US LLP (contained in Exhibit 5.1)

       99.1      Distribution Agreement dated April 20, 2009 between Lennar Corporation
                 and J.P. Morgan Securities, Inc.

       99.2      Distribution Agreement dated April 20, 2009 between Lennar Corporation
                 and Citigroup Capital Markets Inc.

       99.3      Distribution Agreement dated April 20, 2009 between Lennar Corporation
                 and Merrill Lynch, Pierce, Fenner & Smith Incorporated.


Table of Contents

Exhibit No.      Description of Document
       99.4      Distribution Agreement dated April 20, 2009 between Lennar Corporation
                 and Deutsche Bank Securities Inc.


Table of Contents

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