<PAGE>
As filed with the Securities and Exchange Commission on January 11, 2001
Registration No. 333-52732
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 2
To
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.
Senior 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>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Title of Each Class of Proposed Proposed Amount of
Securities Amount to be Maximum Offering Maximum Aggregate Registration
to be Registered Registered(1) Price Per Unit Offering Price Fee
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities............... (2),(3) (2) (2) see below
-------------------------------------------------------------------------------------------------------------
Preferred Stock............... (2),(4) (2) (2) see below
-------------------------------------------------------------------------------------------------------------
Common Stock (offered by the
Registrant).................. (2),(5) (2) (2) see below
-------------------------------------------------------------------------------------------------------------
Common Stock (offered by
selling security holders).... 1,500,000 shares(2)(6) $21.78125(7) $32,671,875(7) $8,167.97(7)
-------------------------------------------------------------------------------------------------------------
Warrants...................... (2),(8) (2) (2) see below
-------------------------------------------------------------------------------------------------------------
Guarantees of the Debt
Securities by direct
and indirect subsidiaries of
Standard Pacific Corp. ...... (2) (2) (2) see below
-------------------------------------------------------------------------------------------------------------
Total................. $425,000,000(2) (2) $425,000,000(2) $107,300(9)(10)
=============================================================================================================
</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
sold, from time to time, pursuant to this Registration Statement exceed
$425,000,000. In no event will the maximum offering price of all
securities issued by the Registrant, from time to time, pursuant to this
Registration Statement exceed $392,328,125. The proposed maximum offering
price per unit will be determined from time to time, by the Registrant or
the selling security holders in connection with the sale by the Registrant
or the selling security holders of the securities registered hereunder.
Except for shares of common stock offered by the selling security holders,
any securities registered hereunder may be sold separately or as units
with other securities registered hereunder. Of the $425,000,000 of
securities being offered hereunder, pursuant to Rule 429(b) under the
Securities Act of 1933, as amended, an aggregate of $75,000,000 of
securities are being carried forward from the Registrant's prior
Registration Statement on Form S-3 (SEC File No. 333-64719).
(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 $392,328,125, 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. 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) There is being registered hereunder an aggregate of 1,500,000 shares of
the Registrant's common stock that may be sold from time to time by the
selling security holders.
(7) The offering price of the shares of common stock to be sold from time to
time by the selling security holders and the applicable registration fee
were computed pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based on the average of the high and low sales prices of the
Registrant's common stock on December 22, 2000. The maximum aggregate
offering price listed is for fee computation purposes only and does not
reflect the actual sale price of the shares registered.
(8) Subject to footnote (2), there is being registered hereunder an
indeterminate number of warrants representing rights to purchase debt
securities and 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.
(9) Of this amount (a) $19,800 was previously paid in connection with the
$75,000,000 of securities being carried forward from the Registrant's
prior Registration Statement as described in footnote (2) and (b) the
remainder was previously paid on December 26, 2000, in connection with the
original filing of this Registration Statement.
(10) Pursuant to rule 457(n) under the Securities Act of 1933, as amended, no
separate fee for the guarantees is payable.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus contained in this Registration Statement also relates to securities
registered pursuant to the Registrant's prior Registration Statement referred
to in footnote (2) of the preceding table.
<PAGE>
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 I.R.S. Employer
Name of Co-Registrant Organization Incorporation or Identification No.
---------------------------------- ---------------- ------------------
<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 we are not soliciting offers to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JANUARY 11, 2001
PROSPECTUS
----------
$425,000,000
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 $425,000,000. 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 January , 2001.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About This Prospectus..................................................... 2
The Company............................................................... 3
Use of Proceeds........................................................... 3
Ratio of Earnings to Fixed Charges........................................ 3
Description of Debt Securities............................................ 4
Description of Warrants................................................... 8
Selling Security Holders.................................................. 10
Plan of Distribution...................................................... 11
Where You Can Find More Information....................................... 13
Incorporation of Certain Documents by Reference........................... 13
Forward-Looking Statements................................................ 15
Experts................................. ................................. 15
Legal Matters............................................................. 15
</TABLE>
----------------
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.
1
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the SEC
using a "shelf" registration process. The aggregate offering prices of all
securities that may be sold under this prospectus will not exceed $425,000,000.
Of that amount, we may sell any combination of the securities described in this
prospectus from time to time up to a total dollar amount of $392,328,125. In
addition, the selling security holders named in this prospectus may sell up to
1,500,000 shares of our common stock.
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 sell these securities either separately or in units. 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.
This prospectus provides a general description of the securities that may be
offered. Each time we or the selling security holders sell securities pursuant
to this prospectus, 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 or the
selling security holders 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.
2
<PAGE>
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.
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
Ended
September 30, Year Ended 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 extraordinary charge from early
extinguishment of debt of $1.3 million, net of taxes, in 1998.
3
<PAGE>
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 13.
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 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;
4
<PAGE>
. 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.
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
applicable to that 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.
5
<PAGE>
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.
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:
. 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, which opinion of counsel is based upon a change in the
applicable federal tax law since the date of the indenture.
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;
6
<PAGE>
. 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
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.
7
<PAGE>
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of our debt securities, preferred
stock, or common stock 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:
. 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 a specified
principal amount of our debt securities or each share of our preferred
stock or common stock;
. 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 and Common Stock
Each prospectus supplement for warrants to purchase preferred stock or
common stock, 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 a specified
principal amount of our debt securities or each share of our preferred
stock or common stock;
. if applicable, the date on and after which such warrants and the related
securities will be separately transferable;
. any provisions for adjustment of the number or amount of shares of our
preferred stock or common stock receivable upon exercise of the warrants
or the exercise price of the warrants;
8
<PAGE>
. 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 or shares of preferred stock or common
stock 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 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 or shares of preferred stock or common stock 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.
9
<PAGE>
SELLING SECURITY HOLDERS
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 the number of shares of our common stock indicated below. 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 and percentage of shares of our common stock that
each such stockholder beneficially owns, as well as the number and percentage
of shares of our common stock that each such stockholder would beneficially own
if all of the shares being registered pursuant to this prospectus with respect
to such holder are sold. 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
If All Shares Being
Beneficial Ownership Registered Are Sold
----------------------- Number of --------------------
Name of Beneficial Positions with Standard Number of Percent of Shares Being Number of Percent of
Owner Pacific Shares Class Registered Shares Class
------------------ ----------------------- --------- ---------- ------------ --------- ----------
<C> <S> <C> <C> <C> <C> <C>
Arthur E. Svendsen.. Mr. Arthur Svendsen has 2,800,000(1) 9.3% 1,000,000 1,800,000 6.0%
been a director and
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 347,124(2) 1.2% 150,000 197,124 0.7%
director since 1967.
Mr. Foell served as our
President from 1969
until he retired in
1996.
Donald H. Spengler.. Mr. Donald Spengler was 1,053,935(3) 3.5% 350,000 703,935 2.3%
a director from 1962
until he retired in
May 2000.
</TABLE>
-------
(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.
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.
10
<PAGE>
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.
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,
11
<PAGE>
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 the selling security holders or their transferees,
pledgees, donees, heirs or other successors to sell our common stock pursuant
to this prospectus. 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.
12
<PAGE>
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>
<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.
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.
13
<PAGE>
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.
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.
14
<PAGE>
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.
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.
15
<PAGE>
$425,000,000
[LOGO OF STANDARD PACIFIC CORP.]
Standard Pacific Corp.
Debt Securities,
Preferred Stock,
Common Stock
and Warrants
----------------
Prospectus
----------------
January , 2001
<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............................................. $107,300
Printing Expenses................................................ 30,000
Legal Fees and Expenses.......................................... 50,000
Accounting Fees and Expenses..................................... 10,000
Miscellaneous.................................................... 10,000
--------
Total........................................................ $207,300
========
</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
(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
II-1
<PAGE>
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, 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
II-2
<PAGE>
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 January 10, 2001.
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
II-4
<PAGE>
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.
Standard Pacific Corp.:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board of January 10, 2001
____________________________________ Directors
Arthur E. Svendsen
* Chief Executive Officer, January 10, 2001
____________________________________ President and Director
Stephen J. Scarborough (Principal Executive
Officer)
* Vice President--Finance, January 10, 2001
____________________________________ Treasurer and Chief
Andrew H. Parnes Financial Officer
(Principal Financial
Officer)
* Director January 10, 2001
____________________________________
Michael C. Cortney
Director
____________________________________
James L. Doti
* Director January 10, 2001
____________________________________
Ronald R. Foell
Director
____________________________________
Douglas C. Jacobs
* Director January 10, 2001
____________________________________
Keith D. Koeller
* Director January 10, 2001
____________________________________
Larry McNabb
* Director January 10, 2001
____________________________________
Jeffrey V. Peterson
</TABLE>
S-1
<PAGE>
Co-Registrants:
Standard Pacific Active Adult Communities, Inc.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman & Assistant January 10, 2001
____________________________________ Secretary (Principal
Stephen J. Scarborough Executive Officer)
* Treasurer (Principal January 10, 2001
____________________________________ Financial Officer)
Andrew H. Parnes
* Director January 10, 2001
____________________________________
Michael C. Cortney
* Director January 10, 2001
____________________________________
Scott D. Stowell
* Director January 10, 2001
____________________________________
Jari L. Kartozian
* Director January 10, 2001
____________________________________
Ralph Spargo
Standard Pacific of Arizona, Inc.
* President (Principal January 10, 2001
____________________________________ Executive Officer)
Kathleen R. Wade
* Secretary & Treasurer January 10, 2001
____________________________________ (Principal Financial
Tim Little Officer)
* Director January 10, 2001
____________________________________
Arthur E. Svendsen
* Director January 10, 2001
____________________________________
Stephen J. Scarborough
* Director January 10, 2001
____________________________________
Andrew H. Parnes
</TABLE>
S-2
<PAGE>
Standard Pacific Construction, Inc.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President (Principal January 10, 2001
____________________________________ Executive Officer)
Kathleen R. Wade
* Secretary & Treasurer January 10, 2001
____________________________________ (Principal Financial
Tim Little Officer)
* Director January 10, 2001
____________________________________
Arthur E. Svendsen
* Director January 10, 2001
____________________________________
Stephen J. Scarborough
* Director January 10, 2001
____________________________________
Andrew H. Parnes
Standard Pacific of Fullerton, Inc.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board & January 10, 2001
____________________________________ President (Principal
Scott D. Stowell Executive Officer)
* Treasurer (Principal January 10, 2001
____________________________________ Financial Officer)
Belinda M. Lasater
* Director January 10, 2001
____________________________________
Stephen J. Scarborough
* Director January 10, 2001
____________________________________
Andrew H. Parnes
* Director January 10, 2001
____________________________________
Jari L. Kartozian
</TABLE>
S-3
<PAGE>
Standard Pacific of Orange County, Inc.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board & January 10, 2001
____________________________________ President (Principal
Scott D. Stowell Executive Officer)
* Treasurer (Principal January 10, 2001
____________________________________ Financial Officer)
Belinda M. Lasater
* Director January 10, 2001
____________________________________
Stephen J. Scarborough
* Director January 10, 2001
____________________________________
Andrew H. Parnes
* Director January 10, 2001
____________________________________
Jari L. Kartozian
Standard Pacific of Texas, Inc.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board & CEO January 10, 2001
____________________________________ (Principal Executive
Arthur E. Svendsen Officer)
* Vice President & Treasurer & January 10, 2001
____________________________________ Director (Principal
Andrew H. Parnes Financial Officer)
* Director January 10, 2001
____________________________________
Stephen J. Scarborough
</TABLE>
S-4
<PAGE>
Family Lending Services, Inc.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board & January 10, 2001
____________________________________ Director (Principal
Arthur E. Svendsen Executive Officer)
* Vice-President & Treasurer January 10, 2001
____________________________________ (Principal Financial
Helen L. Ternes Officer)
* Director January 10, 2001
____________________________________
Richard N. Ambrose
* Director January 10, 2001
____________________________________
Andrew H. Parnes
* Director January 10, 2001
____________________________________
Stephen J. Scarborough
Director
____________________________________
Bruce Watterson
* Director January 10, 2001
____________________________________
Jari L. Kartozian
The Writer Corporation
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chief Executive Officer & January 10, 2001
____________________________________ Director (Principal
George S. Writer, Jr. Executive Officer)
* President, Chief Financial January 10, 2001
____________________________________ Officer & Treasurer
Daniel J. Nickless (Principal Financial
Officer)
* Director January 10, 2001
____________________________________
Arthur E. Svendsen
* Director January 10, 2001
____________________________________
Stephen J. Scarborough
* Director January 10, 2001
____________________________________
Andrew H. Parnes
</TABLE>
S-5
<PAGE>
Saddleback Inns of the Americas
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President & Director January 10, 2001
____________________________________ (Principal Executive
Arthur E. Svendsen Officer)
* Vice-President & Treasurer & January 10, 2001
____________________________________ Director (Principal
Andrew H. Parnes Financial Officer)
* Secretary and Director January 10, 2001
____________________________________
Clay A. Halvorsen
</TABLE>
SPH Title, Inc.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board & CEO January 10, 2001
____________________________________ (Principal Executive
Arthur E. Svendsen Officer)
* Vice-President & Treasurer & January 10, 2001
____________________________________ Director (Principal
Andrew H. Parnes Financial Officer)
* Director January 10, 2001
____________________________________
Stephen J. Scarborough
SPS Affiliates, Inc.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board January 10, 2001
____________________________________ (Principal Executive
Arthur E. Svendsen Officer)
* Chief Financial Officer January 10, 2001
____________________________________ (Principal Financial
Helen L. Ternes Officer)
* Director January 10, 2001
____________________________________
Andrew H. Parnes
* Director January 10, 2001
____________________________________
Richard N. Ambrose
</TABLE>
S-6
<PAGE>
Standard Pacific Financing, Inc.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board January 10, 2001
____________________________________ (Principal Executive
Arthur E. Svendsen Officer)
* President & Treasurer & January 10, 2001
____________________________________ Director (Principal
Andrew H. Parnes Financial Officer)
* Director January 10, 2001
____________________________________
Clay A. Halvorsen
Standard Pacific Financing, L.P.
By: StanPac Corp.
General Partner
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board & CEO January 10, 2001
____________________________________ of StanPac Corp. (Principal
Arthur E. Svendsen Executive Officer)
* Vice President & Treasurer & January 10, 2001
____________________________________ Director of StanPac Corp.
Andrew H. Parnes (Principal Financial
Officer)
* Director of StanPac Corp. January 10, 2001
____________________________________
Stephen J. Scarborough
StanPac Corp.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board & CEO January 10, 2001
____________________________________ (Principal Executive
Arthur E. Svendsen Officer)
* Vice President & Treasurer & January 10, 2001
____________________________________ Director (Principal
Andrew H. Parnes Financial Officer)
* Director January 10, 2001
____________________________________
Stephen J. Scarborough
*By: /s/ Clay A. Halvorsen
________________________________
Clay A. Halvorsen
as attorney-in-fact
</TABLE>
S-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
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 First
Chicago Trust Company of New York, as successor Rights Agent as of
September 30, 1997, incorporated by reference to Exhibit 4.1 of the
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.**
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
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.*
</TABLE>
--------
* Previously filed with this registration statement.
** To be filed pursuant to a Current Report on Form 8-K to be incorporated
herein by reference.
