WRITER CORP, S-3, 2000-12-26

WRITER CORP
S-3, 2000-12-26
OPERATIVE BUILDERS

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<PAGE>

As filed with the Securities and Exchange Commission on December 26, 2000
Registration No. 333-_____

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

STANDARD PACIFIC CORP.

Co-registrants are listed on the following page.
(Exact name of Registrant as specified in its charter)

Delaware 33-0475989
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

15326 Alton Parkway
Irvine, California 92618
(949) 789-1600
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)

Clay A. Halvorsen, Esq.
Vice President, General Counsel and Secretary
Standard Pacific Corp.
15326 Alton Parkway
Irvine, California 92618
(949) 789-1600

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copies to:
Robert K. Montgomery, Esq.
Gibson, Dunn & Crutcher LLP
2029 Century Park East
Suite 4000
Los Angeles, California 90067-3026
(310) 552-8500

Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.

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, please check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement from the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

(The Facing Page is continued
on the following page)

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, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.

================================================================================
<PAGE>

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================

Title of Each Class of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate
to be Registered Registered(1) Price Per Share Offering Price Amount of Registration Fee

------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Debt Securities (2), (3) (2) (2) see below
------------------------------------------------------------------------------------------------------------------------------------

Preferred Stock (2), (4) (2) (2) see below
------------------------------------------------------------------------------------------------------------------------------------

Common Stock (2), (5) (2) (2) see below
------------------------------------------------------------------------------------------------------------------------------------

Warrants (2), (6) (2) (2) see below
------------------------------------------------------------------------------------------------------------------------------------

Guarantees of the Debt
Securities by direct and
indirect subsidiaries of
Standard Pacific Corp. (2) (2) (2) see below
====================================================================================================================================

Total $350,000,000(2) (2) $350,000,000(2) $87,500(7)
====================================================================================================================================

</TABLE>

(1) Exclusive of accrued interest and dividends, if any, and estimated solely
for the purpose of calculating the registration fee pursuant to Rule 457(o).

(2) In no event will the aggregate maximum offering price of all securities
issued, from time to time, pursuant to this Registration Statement exceed
$350,000,000. The proposed maximum offering price per unit will be
determined from time to time, by the Registrant or other selling security
holders in connection with the sale by the Registrant or other selling
security holders of the securities registered hereunder. Any securities
registered hereunder may be sold separately or as units with other
securities registered hereunder.

(3) Subject to footnote (2), there is being registered hereunder an
indeterminate principal amount of debt securities as may be sold, from time
to time, for the account of the Registrant. If any debt securities are
being issued at an original issue discount, then the offering price may be
in such greater principal amount as shall result in the aggregate initial
offering price not to exceed $350,000,000, less the dollar amount of any
securities previously issued hereunder.

(4) Subject to footnote (2), there is being registered hereunder an
indeterminate number of shares of the Registrant's preferred stock as may be
sold, from time to time, for the account the Registrant, including sales
upon exercise of warrants.

(5) Subject to footnote (2), there is being registered hereunder an
indeterminate number of shares of the Registrant's common stock as may be
sold from time to time, by the Registrant, including shares of other classes
or series of the Registrant's stock that may be issued upon reclassification
of unissued, authorized stock of the Registrant, and up to 1,500,000 shares
of the Registrant's common stock as may be sold from time to time by the
selling security holders. There is also being registered hereunder an
indeterminate number of shares of the Registrant's common stock, including
shares of other classes or series of the Registrant's stock that may be
issued upon reclassification of unissued, authorized stock of the
Registrant, as shall be issuable upon conversion of the preferred stock or
debt securities or exercise of warrants registered hereby. Each share of
the Registrant's common stock includes a right to purchase one one-hundredth
of a share of Series A Junior Participating Cumulative Preferred Stock
pursuant to the Rights Agreement between the Registrant and First Chicago
Trust Company, as Rights Agent, as amended.

(6) Subject to footnote (2), there is being registered hereunder an
indeterminate number of warrants representing rights to purchase shares of
preferred stock or common stock of the Registrant, including shares of other
classes or series of the Registrant's stock that may be issued upon
reclassification of unissued, authorized stock of the Registrant registered
pursuant to this Registration Statement.

(7) Pursuant to rule 457(n) under the Securities Act of 1933, as amended, no
separate fee for the guarantees is payable.

The following direct and indirect subsidiaries of the Registrant may
guarantee certain of the debt securities and are co-registrants under this
registration statement:

<TABLE>
<CAPTION>
Jurisdiction of Incorporation or I.R.S. Employer Identification No.
Name of Co-Registrant Organization
<S> <C> <C>
Standard Pacific Active Adult Communities, Inc. Delaware 33-0919667
Standard Pacific of Arizona, Inc. Delaware 86-0927144
Standard Pacific Construction, Inc. Delaware 86-0927140
Standard Pacific of Fullerton, Inc Nevada 33-0702275
Standard Pacific of Orange County, Inc. Nevada 33-0558026
Standard Pacific of Texas, Inc. Delaware 33-0489819
Family Lending Services, Inc. Delaware 33-0769044
The Writer Corporation Delaware 94-3361834
Saddleback Inns of the Americas California 95-2557785
SPH Title, Inc. Delaware 99-1253993
SPS Affiliates, Inc. California 33-0258584
Standard Pacific Financing, Inc. California 33-0064952
Standard Pacific Financing, L.P. Delaware 33-0347805
StanPac Corp. Delaware 33-0193040
</TABLE>

<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information in this prospectus is not complete and may be changed. 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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

PROSPECTUS

Subject to Completion, Dated December 22, 2000

$350,000,000

STANDARD PACIFIC CORP.

Debt Securities,
Preferred Stock,
Common Stock
and Warrants

_______________

This prospectus provides a general description of the debt securities,
preferred stock, common stock and warrants we may offer from time to time. Each
time we sell securities, we will provide a supplement to this prospectus that
contains specific information about the offering and the specific terms of the
securities offered. You should read this prospectus and the applicable
prospectus supplement carefully before you invest in our securities. This
prospectus may not be used to consummate a sale of securities unless accompanied
by the applicable prospectus supplement.

The aggregate initial offering price of all securities sold under this
prospectus will not exceed $350,000,000. Of these securities, the selling
security holders named in this prospectus may sell up to 1,500,000 shares of our
common stock.

Our common stock is listed on the New York Stock Exchange under the symbol
"SPF."

Investing in our securities involves a high degree of risk. See "Risk
Factors" or "Certain Factors Affecting Our Operations" contained in the
"Business" section of our filings with the SEC and the applicable prospectus
supplement.

_______________

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

_______________

The date of this prospectus is __________.
<PAGE>

TABLE OF CONTENTS

Page
----
Forward-Looking Statements................................................ 1
About This Prospectus..................................................... 2
The Company............................................................... 2
Use of Proceeds........................................................... 3
Ratio of Earnings to Fixed Charges........................................ 3
Description of Debt Securities............................................ 3
Description of Warrants................................................... 7
Selling Security Holders.................................................. 9
Plan of Distribution...................................................... 10
Where You Can Find More Information....................................... 11
Incorporation of Certain Documents by Reference........................... 12
Experts................................................................... 13
Legal Matters............................................................. 13

We have not authorized anyone to give any information or make any
representation about us that is different from or in addition to, that contained
in this prospectus or in any of the materials that we have incorporated by
reference into this document. Therefore, if anyone does give you information of
this sort, you should not rely on it. If you are in a jurisdiction where offers
to sell, or solicitations of offers to purchase, the securities offered by this
document are unlawful, or if you are a person to whom it is unlawful to direct
these types of activities, then the offer presented in this document does not
extend to you. The information contained in this document speaks only as of the
date of this document, unless the information specifically indicates that
another date applied.

FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated into it by reference
contain forward-looking statements. These forward-looking statements can
generally be identified by the use of statements that include words or phrases
such as "estimate," "project," "believe," "expect," "anticipate," "intend,"
"plan," "foresee," "likely," "will," "goal," "target" or other similar words or
phrases. Forward-looking statements are not guarantees of performance and you
should not place undue reliance on these statements. Such statements involve
known and unknown risks, uncertainties, assumptions and other factors that may
cause actual results to differ materially from those that may be described or
implied. Such factors include but are not limited to:

. local and general economic and market conditions, including consumer
confidence, employment rates, interest rates, the cost and availability
of mortgage financing, and stock market, home and land valuations;

. the cost and availability of suitable undeveloped land, building
materials and labor;

. the cost and availability of construction financing and corporate debt
and equity capital;

. the demand for single-family homes;

. the level of cancellations of purchase contracts by homebuyers;

. the cyclical and competitive nature of our business;

. governmental regulation, including the impact of "slow growth" or
similar initiatives;

. delays in the land entitlement process, development, construction, or
the opening of new home communities;

. adverse weather conditions and natural disasters;

. environmental matters;

. risks relating to our mortgage banking operations, including hedging
activities;

. future business decisions and our ability to successfully implement our
operational, growth and other strategies;

. litigation and warranty claims; and

. other risks discussed in this prospectus, the applicable prospectus
supplement and our filings with the Securities and Exchange Commission.
<PAGE>

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we filed with the SEC
using a "shelf" registration process. Under this shelf process, we, or under
certain circumstances, selling security holders, may sell any combination of the
securities described in this prospectus from time to time up to a total dollar
amount of $350,000,000. We may sell these securities either separately or in
units.

The types of securities that we may offer and sell from time to time by
this prospectus are:

. debt securities, which may include guarantees of the debt securities by
some or all of our subsidiaries;

. preferred stock;

. common stock; and

. warrants entitling the holders to purchase common stock, preferred stock
or debt securities.

We may issue debt securities convertible into shares of our common stock or
preferred stock. The preferred stock issued may also be convertible into shares
of our common stock or another series of preferred stock.

The selling security holders named in this prospectus may sell up to
1,500,000 shares of our common stock.

This prospectus provides a general description of the securities we may
offer. Each time we sell securities, we will describe in a prospectus
supplement, which we will deliver with this prospectus, specific information
about the offering and the terms of the particular securities offered. In each
prospectus supplement we will include the following information:

. the type and amount of securities that we or any selling security
holders propose to sell;

. the initial public offering price of the securities;

. the names of any underwriters or agents through or to which we will sell
the securities;

. any compensation of those underwriters or agents; and

. information about any securities exchanges or automated quotation
systems on which the securities will be listed or traded.

In addition, the prospectus supplement may also add, update or change the
information contained in this prospectus.

THE COMPANY

We design, construct and sell high quality, single-family homes designed
principally for a broad range of move-up home buyers. For over 30 years, we have
been a leading builder in California. We also have well-established operations
in Texas, entered the Phoenix, Arizona market in the third quarter of 1998 by
acquiring an existing homebuilding operation, and in the third quarter of 2000
expanded into Colorado by acquiring The Writer Corporation. Our business is
geographically diversified, with operations in: Orange, Los Angeles, Riverside,
San Bernardino, San Diego and Ventura Counties in Southern California; the San
Francisco Bay area of Northern California; the Dallas, Houston and Austin
markets in Texas; the Phoenix metropolitan area in Arizona; and the Denver
metropolitan and Ft. Collins/Northern Colorado markets in Colorado. We also
provide mortgage financing and title services to our homebuyers through our
subsidiaries and joint ventures, Family Lending Services, SPH Mortgage, WRT
Financial and SPH Title.

Our principal executive offices are located at 15326 Alton Parkway, Irvine,
California 92618, and our telephone number is (949) 789-1600.

2
<PAGE>

USE OF PROCEEDS

We intend to use the net proceeds we receive from the sale of the
securities offered by this prospectus for general corporate purposes, which may
include the acquisition, development and construction of new residential
properties, the acquisition of companies or operations in homebuilding and
related businesses, or the repayment of existing indebtedness, or for any other
purposes that may be described in an accompanying prospectus supplement. We
will not receive any of the proceeds from the sale of our common stock by
selling security holders.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for
the periods indicated:

<TABLE>
<CAPTION>
Nine Months Year Ended
Ended September 30, December 31,
--------------------- ----------------------------------------
2000 1999 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges......................... 4.12 x 3.74 x 4.06 x 3.71 x 3.86 x 2.38 x 1.95 x
</TABLE>
--------------
For purposes of calculating this ratio:

. fixed charges consist of interest cost (interest expense plus
capitalized interest), one-third of estimated rent expense as
representative of the interest portion of rentals and amortization of
debt expense; and

. earnings consist of income (including income distributions from
unconsolidated joint ventures) before (1) income taxes, (2) interest
expensed, (3) amortization of capitalized interest in cost of sales,
(4) income from unconsolidated joint ventures, (5) nonrecurring noncash
charges of approximately $650,000 in 1999 related to the write down of
leasehold improvements, and $46.5 million in 1995 related to real
estate inventories, (6) one-third of estimated rent expense as
representative of the interest portion of rentals and amortization of
debt expense, and (7) discontinued operations and an interest portion
of rentals and amortization of debt expense, and (7) discontinued
operations and an extraordinary charge from early extinguishment of
debt of $1.3 million, net of taxes, in 1998.

DESCRIPTION OF DEBT SECURITIES

We may issue debt securities under one or more indentures between us and a
trustee chosen by us that is qualified to act as such under the Trust Indenture
Act. Any of our subsidiaries that guarantee the debt securities will also enter
into the indenture or a supplemental indenture. The indentures may be amended
or supplemented from time to time and are governed by the Trust Indenture Act.
Unless otherwise stated in an accompanying prospectus supplement, the trustee
under the indentures will be Bank One Trust Company, N.A. (as successor in
interest to The First National Bank of Chicago).

The following is a summary of the material provisions of the indentures.
It does not restate the indentures entirely and is qualified by reference to the
indentures. We urge you to read the indentures. We are filing or will file the
indentures as exhibits to the registration statement of which this prospectus is
a part, and you may inspect them at the office of the trustee, or as described
under the heading "Where You Can Find More Information" at page 11. References
below to an "indenture" are references to the applicable indenture under which a
particular series of debt securities is issued. For each series of debt
securities, the applicable prospectus supplement for the series may change and
supplement the summary below.

Terms of the Debt Securities

Our debt securities will be secured or unsecured obligations of Standard
Pacific Corp. We may issue them in one or more series. The debt securities may
be convertible into shares of our common stock or our preferred stock. The
indenture does not limit the aggregate amount of debt securities that may be
issued under it. Authorizing

3
<PAGE>

resolutions or a supplemental indenture will set forth the specific terms of
each series of debt securities. We will provide a prospectus supplement for each
series of debt securities that will describe:

. the title of the debt securities, and whether the debt securities are
senior, senior subordinated, or subordinated debt securities;

. the aggregate principal amount of the debt securities and any limit on
the aggregate principal amount of the series of debt securities;

. the date or dates on which principal of the debt securities will be
payable;

. the rate or rates at which the debt securities will bear any interest,
as well as the dates from which interest will accrue, the dates on which
interest will be payable and the record date for the interest payable on
any payment date;

. the place or places where principal, and any premium and interest, 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; and the identification of any depositary or depositaries for
any global debt securities;

. any provisions regarding our right to redeem or purchase debt securities
or the right of holders to require us to redeem or purchase the debt
securities;

. any provisions requiring or permitting us to make payments to a sinking
fund to be used to purchase or redeem the debt securities;

. the denominations in which any debt securities are issuable;

. the currency or currencies in which principal and interest will be
payable, if other than United States dollars;

. any additions to, modifications of or deletions from the terms of the
debt securities with respect to events of default or covenants or other
provisions set forth in the indenture;

. whether and upon what terms the debt securities may be defeased if
different from the provisions set forth in the indenture;

. the percentage of the principal amount at which debt securities will be
issued and, if other than the full principal amount thereof, 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;

. whether the debt securities will be guaranteed;

. the nature and terms of the security for any secured debt securities;

. the specific terms and conditions, if any, upon which the debt
securities may be subordinated to our other indebtedness;

. any right of holders of the debt securities to convert them into our
common stock or preferred stock and the terms of any such conversion;
and

. any other material terms of the debt securities, which may be in
addition to or different than the terms set forth in the indenture and
this prospectus.

4
<PAGE>

Each prospectus supplement will describe, as to the debt securities to
which it relates, any guarantees by our direct and indirect subsidiaries which
may guarantee the debt securities, including any terms of subordination of any
such guarantee.

Events of Default and Remedies

An event of default with respect to any series of debt securities will be
defined in the indenture or applicable supplemental indenture as being:

. our default in payment when due of the principal of or any premium on
any of the debt securities of that series;

. our default for 30 days in payment of any installment of interest on any
debt security of that series;

. default by us, or, if the debt securities are guaranteed, by any
guarantor subsidiary, for 60 days after notice in the observance or
performance of other covenants in the indenture or applicable
supplemental indenture relating to that series;

. certain events involving our bankruptcy, insolvency or reorganization;
and

. any additional events of default set forth in the prospectus supplement
to the applicable series of debt securities.

The trustee may withhold notice to the holders of any series of debt
securities of any default, except a default in payment of principal or any
premium or interest with respect to that series of debt securities, if the
trustee considers it in the interest of the holders of the series of debt
securities to do so.

If certain events involving bankruptcy, insolvency or reorganization occur,
all amounts of principal and interest due to the holders of our debt securities
will become immediately due and payable. If any other event of default has
occurred and is continuing with respect to any series of debt securities, the
trustee or the holders of not less than 25% in principal amount of that series
of debt securities then outstanding may declare the principal of all the debt
securities of that series to be due and payable immediately. However, the
holders of a majority in principal amount of the debt securities of that series
then outstanding by written notice to the trustee and to us may waive any event
of default with respect to that series of debt securities, other than any
continuing event of default in payment of principal or interest. Holders of a
majority in principal amount of the then outstanding debt securities of any
series may rescind an acceleration with respect to that series and its
consequences, except an acceleration due to nonpayment of principal or interest
on that series, if the rescission would not conflict with any judgment or decree
and if all existing events of default with respect to that series have been
cured or waived.

The holders of a majority of the outstanding principal amount of the debt
securities of any series will have the right to direct the time, method and
place of conducting any proceedings for any remedy available to the trustee with
respect to that series, subject to limitations specified in the indenture or
supplemental indenture.

Defeasance

We, and any of our guarantor subsidiaries, may terminate all our respective
obligations under the indenture as they relate to any particular series of debt
securities, other than the obligation to pay any interest on and the principal
of the debt securities of that series and certain other obligations, at any time
by:

. depositing in trust with the trustee, under an irrevocable trust
agreement, money or United States government obligations in an amount
sufficient to pay principal of and any interest on the debt securities
of that series to their maturity, and

. complying with other conditions, including delivery to the trustee of an
opinion of counsel or a ruling received from the Internal Revenue
Service to the effect that holders will not recognize income, gain or
loss for federal income tax purposes as a result of our exercise of the
right and will be subject to federal income tax on the same amount and
in the same manner and at the same times as would have been the case
otherwise.

5
<PAGE>

In addition, if there is a change in applicable tax law or we receive an
appropriate Internal Revenue Service letter ruling, we, and any of our guarantor
subsidiaries, may terminate all of our respective obligations under the
indenture as they relate to any particular series of debt securities, including
the obligations to pay any interest on and the principal of the debt securities
of that series and certain other obligations, at any time by:

Transfer and Exchange

A holder will be able to transfer or exchange debt securities only in
accordance with the indenture. The registrar may require a holder, among other
things, to furnish appropriate endorsements and transfer documents, and to pay
any taxes and fees required by law or permitted by the indenture.

Amendment, Supplement and Waiver

Without the consent of any holder, we and the trustee may amend or
supplement the indenture or the debt securities to:

. add covenants, agreements and obligations applicable to us for the
benefit of the holders of any series of debt securities or to surrender
any right or power conferred by the indenture upon us;

. evidence the succession of another corporation to us and the assumption
by our successor of our obligations under the indenture and any series
of debt securities;

. provide for the acceptance of appointment under the indenture of a
successor trustee with respect to any series of debt securities and to
add to or change any provision of the indenture as is necessary to
provide for or facilitate the administration of any trusts created
pursuant to the indenture by more than one trustee;

. establish the form or terms of any series of unissued debt securities;

. provide that specific provisions of the indenture will not apply to a
particular series of unissued debt securities;

. provide for uncertificated debt securities in addition to or in place of
certificated debt securities;

. cure any ambiguity, omission, defect or inconsistency;

. secure any series of debt securities; or

. make any change that does not adversely affect the legal rights of any
holder of debt securities.

With the exceptions discussed below, we and the trustee may amend or
supplement the indenture or the debt securities of a particular series with the
consent of the holders of at least a majority in principal amount of the
affected series then outstanding. In addition, the holders of a majority in
principal amount of the debt securities of that series then outstanding may
waive any existing default under, or compliance with, any provision of the

6
<PAGE>

indenture relating to a particular series of debt securities, other than any
continuing event of default in payment of interest or principal. These consents
and waivers may be obtained in connection with a tender offer or exchange offer
for debt securities.

Without the consent of each holder affected, we and the trustee may not:

. reduce the amount of debt securities of any series whose holders must
consent to an amendment, supplement or waiver;

. reduce the rate of or change the time for payment of interest;

. reduce the principal of or change the fixed maturity of any debt
security or alter any provision with respect to redemptions or mandatory
offers to repurchase debt securities;

. make any debt security payable at a place or in money other than that
stated in the debt security;

. modify certain provisions of the indenture relating to waivers that
require the consent of holders;

. modify the rights of holders to receive payment of principal and
interest with respect to any debt security or to bring suit to enforce
such payment;

. adversely modify the ranking or priority of the debt securities; or

. waive a continuing default in the payment of principal of or interest on
the debt securities.

The right of any holder to participate in any consent required or sought
pursuant to any provision of the indenture, and our obligation to obtain any
consent otherwise required from that holder, may be subject to the requirement
that the holder shall have been the holder of record of any debt securities with
respect to which the consent is required or sought as of a date identified by
the trustee in a notice furnished to holders in accordance with the indenture.

Concerning the Trustee

In case an event of default occurs and is not cured, the trustee will be
required, in the exercise of its power, to use the degree of care of a prudent
person in similar circumstances in the conduct of its own affairs. The trustee
may refuse to perform any duty or exercise any right or power under the
indenture, unless it receives indemnity satisfactory to it against any loss,
liability or expense.

Governing Law

The laws of the State of New York will govern the indenture and the debt
securities.

DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of debt securities, preferred stock,
common stock, or other securities issued by us or another issuer or units of two
or more of these types of securities. Warrants may be issued independently or
together with debt securities, preferred stock or common stock and may be
attached to or separate from these securities. Each series of warrants will be
issued under a separate warrant agreement. We will distribute a prospectus
supplement with regard to each issue or series of warrants.

Warrants to Purchase Debt Securities

Each prospectus supplement for warrants to purchase debt securities will
describe:

7
<PAGE>

. the title of the debt warrants;

. the aggregate number of the debt warrants;

. the price or prices at which the debt warrants will be issued;

. the designation, aggregate principal amount and terms of the debt
securities purchasable upon exercise of the debt warrants, and the
procedures and conditions relating to the exercise of the debt warrants;

. if applicable, the number of the warrants issued with each share of our
preferred stock, common stock or other securities or that of another
issuer;

. if applicable, the date on and after which the debt warrants and the
related securities will be separately transferable;

. the principal amount of and exercise price for debt securities that may
be purchased upon exercise of each debt warrant;

. the maximum or minimum number of the debt warrants which may be
exercised at any time;

. if applicable, a discussion of any material federal income tax
considerations; and

. any other material terms of the debt warrants and terms, procedures and
limitations relating to the exercise of the debt warrants.

Certificates for warrants to purchase debt securities will be exchangeable
for new debt warrant certificates of different denominations. Warrants may be
exercised at the corporate trust office of the warrant agent or any other office
indicated in the prospectus supplement.

Warrants to Purchase Preferred Stock, Common Stock and Other Securities

Each prospectus supplement for warrants to purchase preferred stock, common
stock, and other securities will describe:

. the title of the warrants;

. the securities for which the warrants are exercisable;

. the price or prices at which the warrants will be issued;

. if applicable, the number of the warrants issued with each share of our
preferred stock, common stock or other securities or that of another
issuer;

. any provisions for adjustment of the number or amount of shares of our
preferred stock, common stock or other securities or that of another
issuer receivable upon exercise of the warrants or the exercise price of
the warrants;

. if applicable, the date on and after which such warrants and our related
preferred stock, common stock or other securities or that of another
issuer will be separately transferable;

. if applicable, a discussion of material federal income tax
considerations; and

. any other material terms of such warrants, including terms, procedures
and limitations relating to the exchange and exercise of such warrants.

Exercise of Warrants

Each warrant will entitle the holder of the warrant to purchase the
principal amount of debt securities, shares of preferred stock or common stock,
or amounts of other securities at the exercise price as shall in each case be
set forth in, or be determinable as set forth in, the prospectus supplement
relating to the warrants offered in the applicable prospectus supplement.
Warrants may be exercised at any time up to the close of business on the

8
<PAGE>

expiration date set forth in the applicable prospectus supplement. After the
close of business on the expiration date, unexercised warrants will become void.

Upon receipt of payment and the warrant certificate properly completed and
duly executed at the corporate trust office of the warrant agent or any other
office indicated in the prospectus supplement, we will, as soon as practicable,
forward the debt securities, shares of preferred stock or common stock or other
securities to be purchased upon such exercise. If less than all of the warrants
represented by a warrant certificate are exercised, a new warrant certificate
will be issued for the remaining warrants.

Prior to the exercise of any warrants to purchase debt securities,
preferred stock or common stock, holders of the warrants will not have any of
the rights of holders of the debt securities, preferred stock or common stock
purchasable upon exercise, including:

. in the case of warrants for the purchase of debt securities, the right
to receive payments of principal of, or any premium or interest on, the
debt securities purchasable upon exercise or to enforce covenants in the
applicable indenture; or

. in the case of warrants for the purchase of preferred stock or common
stock, the right to vote or to receive any payments of dividends on the
preferred stock or common stock purchasable upon exercise.

SELLING SECURITY HOLDERS

All or any of the stockholders named below may from time to time offer and
sell pursuant to this prospectus and the applicable prospectus supplement up to
an aggregate of 1,500,000 shares of our common stock. Each of the potential
selling security holders listed immediately below is a current or former
director of Standard Pacific. The following table sets forth, as of December 19,
2000, the number of shares of our common stock that each stockholder
beneficially owns. The term "selling security holders," as used in this
prospectus, includes the holder listed below and his transferees, pledgees,
donees, heirs or other successors receiving shares from the holder listed below
after the date of this prospectus. The selling security holders may sell,
transfer or otherwise dispose of some or all of their shares of our common stock
in transactions exempt from the registration requirements of the Securities Act.

<TABLE>
<CAPTION>
Beneficial Ownership
-------------------------
Positions with Number of Percent of
Name of Beneficial Owner Standard Pacific Shares Class
------------------------ ---------------- ------------ ----------
<S> <C> <C> <C>
Arthur E. Svendsen Mr. Arthur Svendsen has been a director and 2,800,000(1) 9.3%
Chairman of the Board since 1961. Mr. Svendsen
served as our Chief Executive Officer from 1961
until he retired in December 1999.

Ronald R. Foell Mr. Foell has been a director since 1967. Mr. 347,124(2) 1.2%
Foell served as our President from 1969 until
he retired in 1996.

Donald H. Spengler Mr. Donald Spengler was a director from 1962 1,053,935(3) 3.5%
until he retired in May 2000.
</TABLE>
_______________
* Less than 1%.
(1) Does not include 30,000 shares held beneficially and of record by Martha
Ann Svendsen, Mr. Svendsen's wife, and 25,000 shares held beneficially and
of record by trusts established for Mr. Svendsen's grandchildren.
(2) Includes 11,000 shares subject to options held by Mr. Foell which are
exercisable within 60 days.
(3) Includes 9,000 shares subject to options held by Mr. Spengler which are
exercisable within 60 days.

9
<PAGE>

Information regarding the shares of our common stock to be sold by each
selling stockholder will be set forth in one or more prospectus supplements.

PLAN OF DISTRIBUTION

The securities being offered by this prospectus may be sold:

. through agents,

. to or through underwriters,

. through broker-dealers (acting as agent or principal),

. directly by us to purchasers, through a specific bidding or auction
process or otherwise; or

. through a combination of any such methods of sale.

The distribution of securities may be effected from time to time in one or
more transactions, including block transactions and transactions on the New York
Stock Exchange or any other organized market where the securities may be traded.
The securities may be sold at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices relating to the
prevailing market prices or at negotiated prices. The consideration may be cash
or another form negotiated by the parties. Agents, underwriters or broker-
dealers may be paid compensation for offering and selling the securities. That
compensation may be in the form of discounts, concessions or commissions to be
received from us or the selling security holders, or from the purchasers of the
securities. Selling security holders, dealers and agents participating in the
distribution of the securities may be deemed to be underwriters, and
compensation received by them on resale of the securities may be deemed to be
underwriting discounts.

Agents may from time to time solicit offers to purchase the securities. If
required, we will name in the applicable prospectus supplement any agent
involved in the offer or sale of the securities and set forth any compensation
payable to the agent. Unless otherwise indicated in the prospectus supplement,
any agent will be acting on a best efforts basis for the period of its
appointment. Any agent selling the securities covered by this prospectus may be
deemed to be an underwriter, as that term is defined in the Securities Act, of
the securities.

If underwriters are used in a sale, securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale, or under delayed
delivery contracts or other contractual commitments. Securities may be offered
to the public either through underwriting syndicates represented by one or more
managing underwriters or directly by one or more firms acting as underwriters.
If an underwriter or underwriters are used in the sale of securities, an
underwriting agreement will be executed with the underwriter or underwriters at
the time an agreement for the sale is reached. The applicable prospectus
supplement will set forth the managing underwriter or underwriters, as well as
any other underwriter or underwriters, with respect to a particular underwritten
offering of securities, and will set forth the terms of the transactions,
including compensation of the underwriters and dealers and the public offering
price, if applicable. The prospectus and prospectus supplement will be used by
the underwriters to resell the securities.

If a dealer is used in the sale of the securities, we, the selling security
holder or an underwriter will sell the securities to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be
determined by the dealer at the time of resale. To the extent required, we will
set forth in the prospectus supplement the name of the dealer and the terms of
the transactions.

We may directly solicit offers to purchase the securities and we or the
selling security holders may make sales of securities directly to institutional
investors or others. These persons may be deemed to be underwriters within the
meaning of the Securities Act with respect to any resale of the securities. To
the extent required, the prospectus supplement will describe the terms of any
such sales, including the terms of any bidding or auction process, if used.

10
<PAGE>

Agents, underwriters and dealers may be entitled under agreements which may
be entered into with us or the selling security holders to indemnification by us
or the selling security holders against specified liabilities, including
liabilities incurred under the Securities Act, or to contribution by us or the
selling security holders to payments they may be required to make in respect of
such liabilities. The prospectus supplement will describe the terms and
conditions of such indemnification or contribution. Some of the agents,
underwriters or dealers, or their affiliates may be customers of, engage in
transactions with or perform services for us or our subsidiaries in the ordinary
course of business.

Under the securities laws of some states, the securities offered by this
prospectus may be sold in those states only through registered or licensed
brokers or dealers.

We may permit certain of our stockholders or their transferees, pledgees,
donees, heirs or other successors to sell our common stock pursuant to this
prospectus in conjunction with an offering by us. The selling security holders
may only sell pursuant to this prospectus with our consent, which consent may be
withheld in our sole discretion. If selling security holders sell our common
stock pursuant to this prospectus, a prospectus supplement will set forth
information required by the SEC rules and regulations regarding the selling
security holders. These transactions may involve transfer of the securities upon
exercise or settlement of put or call options, or delivery of the securities to
replace securities that were previously borrowed from another security holder or
a combination of such methods. Selling security holders may also resell all or a
portion of their securities in reliance upon Rule 144 under the Securities Act
provided they meet the criteria and conform to the requirements of that rule.

Because selling security holders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, selling security
holders may be subject to the prospectus delivery requirements of the Securities
Act, which may include delivery through the facilities of the New York Stock
Exchange pursuant to Rule 153 under the Securities Act.

Any person participating in the distribution of common stock registered
under the registration statement that includes this prospectus will be subject
to applicable provisions of the Exchange Act and the applicable SEC rules and
regulations, including, among others, Regulation M, which may limit the timing
of purchases and sales of any of our common stock by any such person.
Furthermore, Regulation M may restrict the ability of any person engaged in the
distribution of our common stock to engage in market-making activities with
respect to our common stock. These restrictions may affect the marketability of
our common stock and the ability of any person or entity to engage in market-
making activities with respect to our common stock.

Certain persons participating in the offering may engage in over-allotment,
stabilizing transactions, short-covering transactions and penalty bids in
accordance with Regulation M under the Exchange Act that stabilize, maintain or
otherwise affect the price of the offered securities. For a description of
these activities, see the information under the heading "Underwriting" in the
applicable prospectus supplement.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Exchange Act. You may read and copy this
information at the following locations of the SEC:

<TABLE>
<CAPTION>
<S> <C> <C>
Public Reference Room Seven World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
450 Fifth Street, N.W. New York, New York 10048 Suite 1400
Washington, D.C. 20549 Chicago, Illinois 60661
</TABLE>

You can also obtain copies of these documents at prescribed rates by
writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. You may obtain information on the operation
of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also
maintains an internet world wide web site that contains reports, proxy
statements and other information about issuers, like us, who file electronically
with the SEC. The address of that web site is http://www.sec.gov.
------------------

11
<PAGE>

In addition, our common stock is listed on the New York Stock Exchange and
similar information concerning us can be inspected and copied at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

We have filed with the SEC a registration statement on Form S-3 that
registers the securities we are offering. The registration statement, including
the attached exhibits and schedules, contains additional relevant information
about us and the securities offered that, as permitted by the rules and
regulations of the SEC, we have not included in this prospectus. You should
read the registration statement for further information about us and our common
stock.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information about us and
our financial condition to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is
considered to be part of this prospectus, except for any information that is
superseded by information that is included directly in this document. This
prospectus incorporates by reference the documents listed below that we have
previously filed with the SEC:

a. Our Annual Report on Form 10-K for the year ended December 31, 1999;

b. Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000;

c. Our Current Reports on Form 8-K, filed July 27, 2000, August 28, 2000,
September 8, 2000 and December 26, 2000; and

d. The description of our common stock and our preferred stock purchase
rights contained in our Registration Statement on Form 8-B (File No.
1-10959), filed December 17, 1991, and any amendments or reports filed
for the purpose of updating that description.

We also incorporate by reference additional documents that we may file with
the SEC after the date of this prospectus. These documents include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements. All documents filed
by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this prospectus and prior to the termination of the
offering of the securities shall be deemed to be incorporated by reference in
this prospectus and to be part of this prospectus from the date of filing such
documents.

Any statement contained in this prospectus or in a document incorporated or
deemed to be incorporated by reference in this prospectus shall be deemed to be
modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in the applicable prospectus supplement or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference modifies or supersedes the statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.

12
<PAGE>

You may request a copy of these filings incorporated herein by reference,
including exhibits to such documents that are specifically incorporated by
reference, at no cost, by writing or calling us at the following address or
telephone number:

Clay A. Halvorsen, Secretary
Standard Pacific Corp.
15326 Alton Parkway
Irvine, California 92618
Telephone: (949) 789-1600

Statements contained in this prospectus as to the contents of any contract
or other documents are not necessarily complete, and in each instance investors
are referred to the copy of the contract or other document filed as an exhibit
to the registration statement, each such statement being qualified in all
respects by such reference and the exhibits and schedules thereto.

EXPERTS

The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in the registration statement to the extent and for the
periods indicated in their reports have been audited by Arthur Andersen LLP,
independent public accountants, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
LEGAL MATTERS

Gibson, Dunn & Crutcher LLP of Los Angeles, California will issue an opinion
with respect to the validity of the securities being offered by this prospectus.
Robert K. Montgomery, a partner of Gibson, Dunn & Crutcher LLP, and members of
his family hold approximately 40,000 shares of our common stock on the date of
this prospectus. If counsel for any underwriters passes on legal matters in
connection with an offering of the securities described in this prospectus, we
will name that counsel in the accompanying prospectus supplement relating to
that offering.

13
<PAGE>

$350,000,000

[LOGO]

Standard Pacific Corp.

Debt Securities
Preferred Stock,
Common Stock
and Warrants

________________
Prospectus
________________

December __, 2000

__________________

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth all expenses payable by us in connection
with the offering of our securities being registered hereby. All amounts are
estimated except the SEC registration fee.

<TABLE>
<S> <C>
SEC Registration Fee............................... $ 87,500
Printing Expenses.................................. 30,000
Legal Fees and Expenses............................ 50,000
Accounting Fees and Expenses....................... 10,000
Miscellaneous...................................... 10,000
Total.......................................... $187,500
</TABLE>

Item 15. Indemnification of Directors and Officers.

Standard Pacific is a Delaware corporation. Section 145(a) of the DGCL
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to us, unless and only to the extent that the court in
which such action or suit was brought shall determine that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.

Further subsections of DGCL Section 145 provide that:

(1) to the extent a present or former director or officer of a corporation
has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) of Section 145 or in the
defense of any claim, issue or matter therein, such person shall be
indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by such person in connection therewith;

(2) the indemnification and advancement of expenses provided for pursuant
to Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholder or
disinterested directors or otherwise; and

II-1
<PAGE>

(3) the corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under Section
145.

As used in this Item 15, the term "Proceeding" means any threatened,
pending, or completed action, suit, or proceeding, whether or not by or in the
right of Standard Pacific, and whether civil, criminal, administrative,
investigative or otherwise.

Section 145 of the Delaware General Corporation Law makes provision for the
indemnification of officers and directors in terms sufficiently broad to
indemnify officers and directors of Standard Pacific under certain circumstances
from liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933. Standard Pacific's Certificate of Incorporation and
Bylaws provide, in effect, that, to the fullest extent and under the
circumstances permitted by Section 145 of the DGCL, Standard Pacific will
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is a director or officer of Standard Pacific or is or was serving at the
request of Standard Pacific as a director or officer of another corporation or
enterprise. Standard Pacific has entered into indemnification agreements with
its officers and directors. Standard Pacific may, in its discretion, similarly
indemnify its employees and agents. Standard Pacific's Certificate relieves its
directors from monetary damages to Standard Pacific or its stockholders for
breach of such director's fiduciary duty as a director to the fullest extent
permitted by the DGCL. Under Section 102(b)(7) of the DGCL, a corporation may
relieve its directors from personal liability to such corporation or its
stockholders for monetary damages for any breach of their fiduciary duty as
directors except (i) for a breach of the duty of loyalty, (ii) for failure to
act in good faith, (iii) for intentional misconduct or knowing violation of law,
(iv) for willful or negligent violations of certain provisions in the DGCL
imposing certain requirements with respect to stock repurchases, redemptions and
dividends, or (v) for any transactions from which the director derived an
improper personal benefit. Depending upon the character of the proceeding,
under Delaware law, Standard Pacific may indemnify against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any action, suit or proceeding if the
person indemnified acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interest of the company.

Standard Pacific currently maintains an insurance policy which, within the
limits and subject to the terms and conditions thereof, covers certain expenses
and liabilities that may be incurred by directors and officers in connection
with actions, suits or proceedings that may be brought against them as a result
of an act or omission committed or suffered while acting as a director or
officer of Standard Pacific.

Item 16. Exhibits and Financial Schedule.

See the Exhibit Index attached to this Registration Statement and
incorporated by reference.

Item 17. Undertakings.

(a) 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 of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which,

II-2
<PAGE>

individually or in the aggregate, represent a fundamental change in
the information set forth in the 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 prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Commission by
the registrant pursuant to section 13 or section 15(d0 of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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.

(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 of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and where
applicable each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934), that is
incorporated by reference in the registration statement 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.

(5) To file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by
the Commission under Section 305(b)(2) of the Act.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant 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, the registrant will, unless
in the opinion of its counsel 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 of 1933 and will be governed by the final adjudication of such
issue.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant,
Standard Pacific Corp., and the co-registrants named below, certify that they
have reasonable grounds to believe that they meet all of the requirements for
filing on Form S-3, and have duly caused this registration statement to be
signed on their behalf by the undersigned, thereunto duly authorized, in the
City of Irvine, State of California on December 22, 2000

STANDARD PACIFIC CORP.

/s/ Stephen J. Scarborough
By: ________________________________________
Name: Stephen J. Scarborough
Title: President and Chief Executive Officer

CO-REGISTRANTS

Standard Pacific Active Adult Communities, Inc.
Standard Pacific of Arizona, Inc.
Standard Pacific Construction, Inc.
Standard Pacific of Fullerton, Inc
Standard Pacific of Orange County, Inc.
Standard Pacific of Texas, Inc.
Family Lending Services, Inc.
The Writer Corporation
Saddleback Inns of the Americas
SPH Title, Inc.
SPS Affiliates, Inc.
Standard Pacific Financing, Inc.
Standard Pacific Financing, L.P.
By: StanPac Corp.
General Partner
StanPac Corp.

/s/ Clay A. Halvorsen
By: ________________________________________

Name: Clay A. Halvorsen
Title: Secretary/Assistant Secretary
of the Co-Registrants listed above
<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Arthur E. Svendsen, Stephen J.
Scarborough, Andrew H. Parnes and Clay A. Halvorsen, and each of them, with full
power of substitution and full power to act without the other, his true and
lawful attorney-in-fact and agent to act for him in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this registration statement and any subsequent
registration statement we may hereafter file with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act to register
additional securities in connection with this registration statement, and to
file this registration statement, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in order to effectuate the same as fully, to all intents and
purposes, as they, he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated below and on the dates indicated.

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ARTHUR E. SVENDSEN Chairman of the Board of Directors December 22, 2000
------------------------------------
Arthur E. Svendsen

Chief Executive Officer, President and
/s/ STEPHEN J. SCARBOROUGH Director (Principal Executive Officer) December 22, 2000
------------------------------------
Stephen J. Scarborough

/s/ ANDREW H. PARNES Vice President--Finance, Treasurer and Chief
------------------------------------ Financial Officer (Principal Financial Officer) December 22, 2000
Andrew H. Parnes

/s/ MICHAEL C. CORTNEY
------------------------------------ Director December 22, 2000
Michael C. Cortney

------------------------------------ Director December __, 2000
James L. Doti

/s/ RONALD R. FOELL
------------------------------------ Director December 22, 2000
Ronald R. Foell

------------------------------------ Director December __, 2000
Douglas C. Jacobs

/s/ KEITH D. KOELLER
------------------------------------ Director December 22, 2000
Keith D. Koeller

/s/ LARRY MCNABB
------------------------------------ Director December 22, 2000
Larry McNabb

/s/ JEFFREY V. PETERSON
------------------------------------ Director December 22, 2000
Jeffrey V. Peterson
</TABLE>
<PAGE>

Co-Registrants

Standard Pacific Active Adult Communities, Inc.
------------------------------------------------

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ STEPHEN J. SCARBOROUGH Chairman & Assistant Secretary December 22, 2000
------------------------------------ (Principal Executive Officer)
Stephen J. Scarborough

/s/ ANDREW H. PARNES Treasurer
------------------------------------ (Principal Financial Officer) December 22, 2000
Andrew H. Parnes

/s/ MICHAEL C. CORTNEY
------------------------------------ Director December 22, 2000
Michael C. Cortney

/s/ SCOTT D. STOWELL
------------------------------------ Director December 22, 2000
Scott D. Stowell

/s/ JARI L. KARTOZIAN
------------------------------------ Director December 22, 2000
Jari L. Kartozian

/s/ RALPH SPARGO
------------------------------------ Director December 22, 2000
Ralph Spargo
</TABLE>

Standard Pacific of Arizona, Inc.
----------------------------------

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ KATHLEEN R. WADE President December 22, 2000
------------------------------------ (Principal Executive Officer)
Kathleen R. Wade

/s/ TIM LITTLE Secretary & Treasurer December 22, 2000
------------------------------------ (Principal Financial Officer)
Tim Little

/s/ ARTHUR E. SVENDSEN
------------------------------------ Director December 22, 2000
Arthur E. Svendsen

/s/ STEPHEN J. SCARBOROUGH
------------------------------------ Director December 22, 2000
Stephen J. Scarborough

/s/ ANDREW H. PARNES
------------------------------------ Director December 22, 2000
Andrew H. Parnes
</TABLE>
<PAGE>

Standard Pacific Construction, Inc.
-----------------------------------

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ KATHLEEN R. WADE President December 22, 2000
------------------------------------ (Principal Executive Officer)
Kathleen R. Wade

/s/ TIM LITTLE Secretary & Treasurer December 22, 2000
------------------------------------ (Principal Financial Officer)
Tim Little

/s/ ARTHUR E. SVENDSEN
------------------------------------ Director December 22, 2000
Arthur E. Svendsen

/s/ STEPHEN J. SCARBOROUGH
------------------------------------ Director December 22, 2000
Stephen J. Scarborough

/s/ ANDREW H. PARNES
------------------------------------ Director December 22, 2000
Andrew H. Parnes
</TABLE>

Standard Pacific of Fullerton, Inc.
-----------------------------------

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ SCOTT D. STOWELL Chairman of the Board & President December 22, 2000
------------------------------------ (Principal Executive Officer)
Scott D. Stowell

/s/ BELINDA M. LASATER Treasurer December 22, 2000
------------------------------------ (Principal Financial Officer)
Belinda M. Lasater

/s/ STEPHEN J. SCARBOROUGH
------------------------------------ Director December 22, 2000
Stephen J. Scarborough

/s/ ANDREW H. PARNES
------------------------------------ Director December 22, 2000
Andrew H. Parnes

/s/ JARI L. KARTOZIAN
------------------------------------ Director December 22, 2000
Jari L. Kartozian
</TABLE>
<PAGE>

Standard Pacific of Orange County, Inc.
---------------------------------------

/s/ BELINDA M. LASATER Treasurer December 22, 2000
------------------------------------ (Principal Financial Officer)
Belinda M. Lasater

/s/ STEPHEN J. SCARBOROUGH
------------------------------------ Director December 22, 2000
Stephen J. Scarborough

/s/ ANDREW H. PARNES
------------------------------------ Director December 22, 2000
Andrew H. Parnes

/s/ JARI L. KARTOZIAN
------------------------------------ Director December 22, 2000
Jari L. Kartozian
</TABLE>

Standard Pacific of Texas, Inc.
-------------------------------

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ARTHUR E. SVENDSEN Chairman of the Board & CEO December 22, 2000
------------------------------------ (Principal Executive Officer)
Arthur E. Svendsen

/s/ ANDREW H. PARNES Vice President & Treasurer & Director December 22, 2000
------------------------------------ (Principal Financial Officer)
Andrew H. Parnes

/s/ STEPHEN J. SCARBOROUGH
------------------------------------ Director December 22, 2000
Stephen J. Scarborough
</TABLE>
<PAGE>

Family Lending Services, Inc.
-----------------------------

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ARTHUR E. SVENDSEN Chairman of the Board & Director December 22, 2000
------------------------------------ (Principal Executive Officer)
Arthur E. Svendsen

/s/ HELEN L. TERNES Vice-President & Treasurer December 22, 2000
------------------------------------ (Principal Financial Officer)
Helen L. Ternes

/s/ RICHARD N. AMBROSE
------------------------------------ Director December 22, 2000
Richard N. Ambrose

/s/ ANDREW H. PARNES
------------------------------------ Director December 22, 2000
Andrew H. Parnes

/s/ STEPHEN J. SCARBOROUGH
------------------------------------ Director December 22, 2000
Stephen J. Scarborough

------------------------------------ Director December __, 2000
Bruce Watterson

/s/ JARI L. KARTOZIAN
------------------------------------ Director December 22, 2000
Jari L. Kartozian
</TABLE>

The Writer Corporation
----------------------

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ GEORGE S. WRITER, JR. Chief Executive Officer & Director December 22, 2000
------------------------------------ (Principal Executive Officer)
George S. Writer, Jr.

/s/ DANIEL J. NICKLESS President, Chief Financial Officer & Treasurer December 22, 2000
------------------------------------ (Principal Financial Officer)
Daniel J. Nickless

/s/ ARTHUR E. SVENDSEN
------------------------------------ Director December 22, 2000
Arthur E. Svendsen

/s/ STEPHEN J. SCARBOROUGH
------------------------------------ Director December 22, 2000
Stephen J. Scarborough

/s/ ANDREW H. PARNES
------------------------------------ Director December 22, 2000
Andrew H. Parnes
</TABLE>
<PAGE>

Saddleback Inns of the Americas
--------------------------------

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ARTHUR E. SVENDSEN President & Director December 22, 2000
------------------------------------ (Principal Executive Officer)
Arthur E. Svendsen

/s/ ANDREW H. PARNES Vice-President & Treasurer & Director December 22, 2000
------------------------------------ (Principal Financial Officer)
Andrew H. Parnes

/s/ CLAY A. HALVORSEN
------------------------------------ Secretary and Director December 22, 2000
Clay A. Halvorsen
</TABLE>

SPH Title, Inc.
---------------

/s/ ANDREW H. PARNES Vice President & Treasurer & Director December 22, 2000
------------------------------------ (Principal Financial Officer)
Andrew H. Parnes

/s/ STEPHEN J. SCARBOROUGH
------------------------------------ Director December 22, 2000
Stephen J. Scarborough
</TABLE>

SPS Affiliates, Inc.
--------------------

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ARTHUR E. SVENDSEN Chairman of the Board December 22, 2000
------------------------------------ (Principal Executive Officer)
Arthur E. Svendsen

/s/ HELEN L. TERNES Chief Financial Officer December 22, 2000
------------------------------------ (Principal Financial Officer)
Helen L. Ternes

/s/ ANDREW H. PARNES
------------------------------------ Director December 22, 2000
Andrew H. Parnes

/s/ RICHARD N. AMBROSE
------------------------------------ Director December 22, 2000
Richard N. Ambrose
</TABLE>
<PAGE>

Standard Pacific Financing, Inc.
--------------------------------

/s/ ANDREW H. PARNES President & Treasurer & Director December 22, 2000
------------------------------------ (Principal Financial Officer)
Andrew H. Parnes

/s/ CLAY A. HALVORSEN
------------------------------------ Director December 22, 2000
Clay A. Halvorsen
</TABLE>

Standard Pacific Financing, L.P.
-----------------------------------
By: StanPac Corp.
General Partner

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ARTHUR E. SVENDSEN Chairman of the Board & CEO of StanPac Corp. December 22, 2000
------------------------------------ (Principal Executive Officer)
Arthur E. Svendsen

/s/ ANDREW H. PARNES Vice President & Treasurer & Director of December 22, 2000
------------------------------------ StanPac Corp.(Principal Financial Officer)
Andrew H. Parnes

/s/ STEPHEN J. SCARBOROUGH
------------------------------------ Director of StanPac Corp. December 22, 2000
Stephen J. Scarborough
</TABLE>

StanPac Corp.
-------------

/s/ ANDREW H. PARNES Vice President & Treasurer & Director December 22, 2000
------------------------------------ (Principal Financial Officer)
Andrew H. Parnes

/s/ STEPHEN J. SCARBOROUGH
------------------------------------ Director December 22, 2000
Stephen J. Scarborough
</TABLE>
<PAGE>

EXHIBIT INDEX

Exhibit
Number Description
------- -----------
1.1 Form of Underwriting Agreement*

4.1 Certificate of Incorporation of the registrant, incorporated by
reference to Exhibit 3.1 of the registrant's registration statement
on Form S-4 (No. 33-42293).

4.2 Certificate of Correction of Certificate of Incorporation of the
registrant, incorporated by reference to Exhibit 3.2 of the
registrant's registration statement on Form 8-B (No. 1-10959) filed
with the Securities and Exchange Commission on December 17, 1991.

4.3 Form of Certificate of Amendment to Certificate of Incorporation of
the registrant, incorporated by reference to Exhibit 3.3 of the
registrant's registration statement on Form 8-B (No. 1-10959) filed
with the Securities and Exchange Commission on December 17, 1991.

4.4 Form of Certificate of Merger of the Registrant, incorporated by
reference to Exhibit 3.4 of the registrant's registration statement
on Form 8-B (No. 1-10959) filed with the Securities and Exchange
Commission on December 17, 1991.

4.5 Bylaws of the registrant, incorporated by reference to Exhibit 3.1
of the registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.

4.6 Form of specimen stock certificate, incorporated by reference to
Exhibit 28.3 of the registrant's registration statement on Form S-4
(No. 33-42293).

4.7 Rights Agreement, dated as of December 31, 1991, between the
registrant and Manufacturers Hanover Trust Company of California, as
Rights Agent, incorporated by reference to Exhibit 4.1 of the
registrant's registration statement on Form S-4 (No. 33-42293).

4.8 Amendment No. 1 to Rights Agreement, between the registrant and
Manufacturers Hanover Trust registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999.

4.9 Senior Debt Securities Indenture, dated as of April 1, 1999, by and
between the registrant and First National Bank of Chicago, as
Trustee, incorporated by reference to the registrant's current report
on Form 8-K dated April 15, 1999.

4.10 Form of Senior Subordinated Debt Securities Indenture incorporated by
reference to Exhibit 4.1(b) to the registrant's registration
statement on Form S-3 (No. 333-64719).

4.11 Form of Subordinated Debt Securities Indenture incorporated by
reference to Exhibit 4.1(c) to the registrant's registration
statement on Form S-3 (No. 333-64719).

4.12 First Supplemental Indenture to the Senior Debt Securities Indenture,
dated as of April 13, 1999, by and between the registrant and The
First National Bank of Chicago, as Trustee, with Form of Note
attached, incorporated by reference to Exhibit 4.2 of the
registrant's Current Report on Form 8-K dated April 16, 1999.

4.13 Second Supplemental Indenture to the Senior Debt Securities
Indenture, dated as of September 5, 2000, by and between the
registrant and Bank One Trust Company, N.A. (as successor in interest
to the First National Bank of Chicago), as Trustee, with Form of
Note attached, incorporated by reference to Exhibit 4.1 of the
registrant's Current Report on Form 8-K filed September 8, 2000.

4.14 Form of Warrant Agreement.*
<PAGE>

4.15 Form of Warrant.*

5.1 Opinion of Gibson, Dunn & Crutcher LLP.*

12.1 Statement of Computation of Ratios of Earnings to Fixed Charges.

23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).*

23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.

24.1 Powers of Attorney (included on signature page of this registration
statement).

25.1 Statement of Eligibility of Trustee on Form T-1.

* To be filed by amendment hereto or pursuant to a Current Report on Form 8-K
to be incorporated herein by reference.