SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G/A*
(Rule 13d-102)
Amendment No. 2
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Lennar Corporation
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
526057302
(CUSIP Number)
December 31, 2006
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 10 Pages)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 526057302 13G Page 2 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Ospraie Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
1,779,800
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,779,800
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,779,800
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.6%
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(12) TYPE OF REPORTING PERSON **
OO
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CUSIP No. 526057302 13G Page 3 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Ospraie Holding I, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
1,779,800
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,779,800
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,779,800
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.6%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
PN
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CUSIP No. 526057302 13G Page 4 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Ospraie Management, Inc.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
1,779,800
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,779,800
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,779,800
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.6%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
CO
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CUSIP No. 526057302 13G Page 5 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Dwight Anderson
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
1,779,800
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,779,800
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,779,800
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.6%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
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CUSIP No. 526057302 13G Page 6 of 10 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Lennar Corporation (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 700 Northwest
107th Avenue, Miami, Florida 33172.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Ospraie Management, LLC, a Delaware limited liability
company ("Investment Manager"), which serves as investment
manager to The Ospraie Portfolio Ltd. (the "Portfolio"), a
Cayman Islands exempted company, with respect to the shares
of Common Stock (as defined in Item 2(d) below) directly
owned by the Portfolio;
(ii) Ospraie Holding I, L.P., a Delaware limited partnership
("Ospraie Holding"), which serves as the managing member of
Investment Manager, with respect to the shares of Common
Stock directly owned by the Portfolio;
(iii) Ospraie Management, Inc., a Delaware corporation ("Ospraie
Management"), which serves as the general partner of Ospraie
Holding, with respect to the shares of Common Stock directly
owned by the Portfolio;
(iv) Dwight Anderson ("Mr. Anderson"), the sole shareholder of
Ospraie Management, with respect to the shares of Common
Stock held by the Portfolio.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures herein with respect to
persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party.
CUSIP No. 526057302 13G Page 7 of 10 Pages
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is 320
Park Avenue, 27th Floor, New York, New York 10022, U.S.A.
Item 2(c). Citizenship:
Investment Manager is a limited liability company organized under the laws
of the State of Delaware. Ospraie Holding is a limited partnership organized
under the laws of the State of Delaware. Ospraie Management is a corporation
organized under the laws of the State of Delaware. Mr. Anderson is a United
States citizen.
Item 2(d). Title of Class of Securities:
Lennar Corporation, Class B common stock, $0.10 par value (the "Common
Stock").
Item 2(e). CUSIP Number:
526057302
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check the box.[X]
CUSIP No. 526057302 13G Page 8 of 10 Pages
Item 4. Ownership.
A. Ospraie Management, LLC
(a) Amount beneficially owned: 1,779,800 shares of Common Stock.
(b) Percent of class: 5.6% The percentages used herein and in the
rest of Item 4 are calculated based upon the 31,735,417 shares of Common Stock
issued and outstanding as of September 30, 2006 as reflected in the Company's
Form 10-Q, filed on October 10, 2006.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,779,800
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,779,800
B. Ospraie Holding I, L.P.
(a) Amount beneficially owned: 1,779,800 shares of Common Stock.
(b) Percent of class: 5.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,779,800
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,779,800
C. Ospraie Management, Inc.
(a) Amount beneficially owned: 1,779,800 shares of Common Stock.
(b) Percent of class: 5.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,779,800
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,779,800
D. Dwight Anderson
(a) Amount beneficially owned: 1,779,800 shares of Common Stock.
(b) Percent of class: 5.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,779,800
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,779,800
CUSIP No. 526057302 13G Page 9 of 10 Pages
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Investment Manager, in its capacity as the investment manager to the Portfolio,
has the power to direct the investment activities of the Portfolio, including
decisions with respect to the disposition of the proceeds from the sale of
Common Stock. Ospraie Holding is the managing member of the Investment Manager
and in that capacity directs its operations. Ospraie Management is the general
partner of Ospraie Holding and in that capacity directs its operations. Mr.
Anderson is the president and sole shareholder of Ospraie Management and in that
capacity, directs its operations. The shareholders of the Portfolio have the
right to participate in the dividends from, or proceeds from the sale of, the
shares of Common Stock held by the Portfolio in accordance with their ownership
interests in the Portfolio.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
CUSIP No. 526057302 13G Page 10 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: February 8, 2007
OSPRAIE MANAGEMENT, LLC
By: Ospraie Holding I, L.P.,
its Managing Member
By: Ospraie Management, Inc.,
its General Partner
By: /s/ Michael Fischer
--------------------------
Michael Fischer
Authorized Signatory
OSPRAIE HOLDING I, L.P.
By: Ospraie Management, Inc.,
its General Partner
By: /s/ Michael Fischer
--------------------------
Michael Fischer
Authorized Signatory
OSPRAIE MANAGEMENT, INC.,
By: /s/ Michael Fischer
--------------------------
Michael Fischer
Authorized Signatory
DWIGHT ANDERSON
By: /s/ Michael Fischer
--------------------------
Michael Fischer, Attorney-in-fact
EXHIBIT INDEX
Exhibit 99.1 - Power of Attorney, dated December 13, 2006, granted by Dwight
Anderson in favor of Kirk Rule, Eric Vincent and Michael Fischer.
EXHIBIT 99.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, DWIGHT ANDERSON, hereby make, constitute
and appoint each of KIRK RULE, ERIC VINCENT and MICHAEL FISCHER, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as President, member
of or in other capacities with Ospraie Management, LLC ("Ospraie LLC") and each
of its affiliates or entities advised by me or Ospraie LLC, all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities, futures contracts or other investments,
and any other documents relating or ancillary thereto, including without
limitation all documents relating to filings with the Commodities Futures
Trading Commission and National Futures Association, the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act and any information statements on Form
13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorneys-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 13th day of
December, 2006.
/S/ DWIGHT ANDERSON
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Dwight Anderson