SEC Company Response from LENNAR (LEN) — Jan 21, 2005
LENNAR CORP /NEW/ (LEN, LEN-B) (CIK 0000920760)
Date: Jan. 21, 2005 · CIK: 0000920760 · Accession: 0000950144-05-000442
AI Filing Summary & Sentiment
File numbers found in text: 333-121130, 333-121132
Referenced dates: December 17, 2004
Letter
Securities and Exchange Commission Washington, D.C. 20549-0404 Re: Lennar Corporation Form S-4 – File Nos. 333-121130 and 333-121132
Dear Ms. Long:
We are writing this letter on behalf of Lennar Corporation to describe the responses to the comments contained in your letter dated December 17, 2004 to Michael Francis that are reflected in Amendment No. 1 to each of Registration Statement File Nos. 333-121130 and 333-121132.
The responses to the comments in your letter dated December 17, 2004, keyed to that letter, are as follows:
Prospectus Cover Page
1. Please include disclosure on the cover page of each registration statement to reflect that the guarantees are also being registered and that payments on the notes will be unconditionally guaranteed on a joint and several basis by your existing and future domestic subsidiaries.
Response: A paragraph has been added to the cover page of the prospectus in each of the registration statements that includes the statement that all Lennar’s subsidiaries, other than its finance company subsidiaries and its foreign subsidiaries, unconditionally guarantee the Notes on a joint and several basis, although the guarantees may be suspended under limited conditions. The paragraph also includes a statement that the registration statement, of which the prospectus forms a part, registers the guarantees as well as the Notes.
Exhibit 5.1 – Legal Opinion
2. Please revise each legal opinion to include the guarantees.
Response: A revised opinion that includes the guarantees is filed as Exhibit 5.1 to each of the registration statements.
Pamela A. Long
January 21, 2005
Page 2
If you would like to discuss anything said above, please call me at 212-878-8342 or call Kathleen Werner at 212-878-8526.
Very truly yours,
/s/ David W. Bernstein
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CORRESP
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filename1.htm
CORRESP LETTER TO THE S.E.C.
[Clifford Chance US LLP Letterhead]
David W. Bernstein
Partner
DIRECT TEL +1 212 878 8342
david.bernstein@cliffordchance.com
January 21, 2005
Pamela A. Long
Assistant Director
Securities and Exchange Commission
Washington, D.C. 20549-0404
Re:
Lennar Corporation
Form S-4 – File Nos. 333-121130 and 333-121132
Dear Ms. Long:
We are writing this letter on behalf of Lennar Corporation to describe the responses to the
comments contained in your letter dated December 17, 2004 to Michael Francis that are reflected in
Amendment No. 1 to each of Registration Statement File Nos. 333-121130 and 333-121132.
The responses to the comments in your letter dated December 17, 2004, keyed to that letter, are as
follows:
Prospectus Cover Page
1.
Please include disclosure on the cover page of each registration statement to
reflect that the guarantees are also being registered and that payments on the notes
will be unconditionally guaranteed on a joint and several basis by your existing and
future domestic subsidiaries.
Response: A paragraph has been added to the cover page of the prospectus in each of the
registration statements that includes the statement that all Lennar’s subsidiaries, other than its
finance company subsidiaries and its foreign subsidiaries,
unconditionally guarantee the Notes on a joint and several basis, although
the guarantees may be suspended under limited conditions. The paragraph also includes a statement
that the registration statement, of which the prospectus forms a part,
registers the guarantees as well as the Notes.
Exhibit 5.1 – Legal Opinion
2.
Please revise each legal opinion to include the guarantees.
Response: A revised opinion that includes the guarantees is filed as Exhibit 5.1 to each of the
registration statements.
Pamela A. Long
January 21, 2005
Page 2
If you would like to discuss anything said above, please call me at 212-878-8342 or call Kathleen
Werner at 212-878-8526.
Very truly yours,
/s/ David W. Bernstein
David W. Bernstein
cc: Lesli Sheppard