SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO.3
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(RULE 13d-101)
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LNR PROPERTY CORPORATION
(Name of Issuer)
--------------------------
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
--------------------------
501940100
(Cusip Number)
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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 30, 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
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STUART A. MILLER
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
NOT APPLICABLE
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 10,194,922
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,194,922
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,194,922
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 30, 2002, Mr. Miller transferred 62,000 shares of common
stock, as a charitable contribution, to the Stuart A. Miller Family Foundation,
Inc. As a result of this transaction, on December 31, 2002, Mr. Miller owned
393,165 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. This transaction reduced the total number of shares
of common stock of which Mr. Miller is the beneficial owner to 10,194,922
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 31, 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 30.6% of the outstanding
shares of common stock.
3
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 31, 2002
/s/ Stuart A. Miller
------------------------------------
Stuart A. Miller
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