<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 1994
REGISTRATION NO. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
M.D.C. HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6550 84-0622967
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION NUMBER)
ORGANIZATION)
----------------
3600 SOUTH YOSEMITE STREET
SUITE 900
DENVER, COLORADO 80237
(303) 773-1100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
THE REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
SPENCER I. BROWNE
PRESIDENT AND CHIEF OPERATING OFFICER
M.D.C. HOLDINGS, INC.
3600 SOUTH YOSEMITE STREET
SUITE 900
DENVER, COLORADO 80237
(303) 773-1100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
COPIES TO:
NESA E. HASSANEIN PARIS G. REECE III
BROWNSTEIN HYATT FARBER & STRICKLAND, VICE PRESIDENT AND CHIEF FINANCIAL
P.C. OFFICER
410 SEVENTEENTH STREET M.D.C. HOLDINGS, INC.
22ND FLOOR 3600 SOUTH YOSEMITE STREET
DENVER, COLORADO 80202 SUITE 900
DENVER, COLORADO 80237
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable 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, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
REGISTERED REGISTERED PER UNIT (1) (1) FEE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value.................. 608,695 $5.625 $3,423,909.38 $1,181.00
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</TABLE>
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933, as amended. Pursuant to Rule
457(c) the maximum offering price per unit of $5.625 represents the
average of the high and low prices for a share of the Common Stock as
reported on the New York Stock Exchange on June 3, 1994 and the maximum
aggregate offering price is the product of $5.625 and 608,695.
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 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 7, 1994
PROSPECTUS
608,695 SHARES
M.D.C. HOLDINGS, INC.
COMMON STOCK
-----------
This Prospectus relates to the public offering by certain Selling
Stockholders (as hereinafter defined) of up to 608,695 shares of common stock,
$.01 par value per share (the "Common Stock"), of M.D.C. Holdings, Inc., a
Delaware corporation (the "Company"). The 608,695 shares of Common Stock
(collectively, the "Shares"), when sold, will be sold by and for the account of
the Selling Stockholders named herein (the "Selling Stockholders"). The Company
will not receive any of the proceeds from the sale of the Shares by the Selling
Stockholders.
The Common Stock of the Company is traded on the New York Stock Exchange
("NYSE") and the Pacific Stock Exchange ("PSE") where prices are reported under
the symbol "MDC." On June 6, 1994, the last reported sale price for the Common
Stock on the NYSE was $5.625 per share.
All expenses relating to the distribution of the shares are to be borne by
the Company, other than commissions, concessions and discounts of underwriters,
dealers or agents of the Selling Stockholders.
SEE "RISK FACTORS" FOR A DESCRIPTION OF CERTAIN RISKS INVOLVED IN THE
PURCHASE OF THE SHARES.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
The Selling Stockholders directly or through agents, dealers or underwriters
may sell the Shares from time to time on terms to be determined at the time of
sale. The aggregate proceeds to the Selling Stockholders from the sale of the
Shares sold by them pursuant to this Prospectus will be the purchase price of
such Shares less any commissions. See "Plan of Distribution." Each of the
Selling Stockholders reserves the sole right to accept or to reject, in whole
or in part, any proposed purchase of its Shares.
The Selling Stockholders, and any underwriters, dealers or agents that
participate with the Selling Stockholders in the distribution of the Shares,
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any commissions received by them
and any profit on the resale of the Shares purchased by them may be deemed to
be underwriting commissions or discounts under the Securities Act. See "Plan of
Distribution" for indemnification arrangements between the Company and the
Selling Stockholders.
-----------
The date of this Prospectus is , 1994
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act,
with respect to the Shares offered hereby. For the purposes hereof, the term
"Registration Statement" means the original Registration Statement and any and
all amendments thereto. This Prospectus does not contain all of the information
set forth in the Registration Statement and the schedules and exhibits thereto,
to which reference hereby is made. Each statement made in this Prospectus
concerning a document filed as an exhibit to the Registration Statement is
qualified in its entirety by reference to such exhibit for a complete statement
of its provisions.
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information can
be inspected, without charge, at the public reference facilities of the
Commission at its principal office at Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at its regional office at 500 W. Madison
Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, 13th
Floor, New York, New York 10007. Any interested party may obtain copies of such
materials at prescribed rates from the Public Reference Section of the
Commission at its principal office at Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. In addition, such material can be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York and the Pacific Stock Exchange, 115 Sansome Street, Suite 1104, San
Francisco, California.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates by reference documents which are not presented
herein or delivered herewith. Copies of any such documents filed by the
Company, including exhibits to such documents, are available upon request, and
without charge, from M.D.C. Holdings, Inc., 3600 South Yosemite Street, Suite
900, Denver, Colorado 80237, Attention: Paris G. Reece III, Vice President and
Chief Financial Officer (telephone (303) 773-1100).
The following documents, which have been filed by the Company with the
Commission, are hereby incorporated by reference in this Prospectus:
(i) Annual Report on Form 10-K for the fiscal year ended December 31, 1993;
(ii) Form 10-K/A-1 dated April 13, 1994 amending the Annual Report on Form
10-K for the fiscal year ended December 31, 1993;
(iii) Quarterly Report on Form 10-Q dated May 16, 1994 for the three months
ended March 31, 1994;
(iv) Current Report on Form 8-K dated January 11, 1994;
(v) Current Report on Form 8-K dated March 23, 1994; and
(vi) Proxy Statement dated May 25, 1994 relating to the 1994 Annual Meeting
of Stockholders.
All documents filed by the Company pursuant to Section 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 Shares shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents, excluding those portions of such
documents not deemed filed. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any subsequently filed document that also is or is
modified to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements (including the notes thereto) appearing
elsewhere or incorporated by reference in this Prospectus. References herein to
"MDC" or the "Company," unless otherwise indicated, refer to M.D.C. Holdings,
Inc. and its subsidiaries.
THE COMPANY
The Company is a national home builder with major operations in Colorado,
northern Virginia and suburban Maryland (collectively "Mid-Atlantic") and
northern California, and smaller operations in Arizona, Nevada and southern
California. Principally through HomeAmerican Mortgage Corporation
("HomeAmerican"), a wholly-owned subsidiary, the Company originates mortgage
loans for its home buyers and for others. HomeAmerican also purchases loans
originated by unaffiliated loan correspondents. To a substantially lesser
extent, the Company owns and manages portfolios of mortgage-related assets.
In its home building segment, the Company's strategy is to build quality
homes at affordable prices. The Company, as the general contractor, supervises
the development and construction of all of its projects and employs
subcontractors for site development and home construction. The Company
emphasizes the building of single-family homes generally for the first-time and
move-up buyer. Homes are constructed according to basic designs based on
customer preferences in the location in which they are built. Single-family
homes are built and sold by the Company's subsidiaries using the name Richmond
American Homes and Richmond Homes.
HomeAmerican is a Federal Housing Administration, Veterans Administration,
Federal National Mortgage Association and Federal Home Loan Mortgage
Corporation authorized mortgage loan originator. Substantially all of the
mortgage loans originated by HomeAmerican are sold to private investors.
HomeAmerican initially retains the right to service these mortgage loans
selling the servicing at a later date, usually in bulk.
The Company's asset management operations (collectively, the "asset
management segment"), among other things, enable MDC to (i) manage the day-to-
day operations of two national securities exchange-listed real estate
investment trusts; (ii) own interests ("CMO Ownership Interests") in issuances
of collateralized mortgage obligations ("CMO bonds"); and (iii) own interests
in various other investments. The Company currently does not expect to acquire
additional CMO Ownership Interests in the future, except to the extent
attractive opportunities may be identified. As a result, future income from the
asset management segment primarily will be dependent on management fees.
The Company is a Delaware corporation originally incorporated in Colorado in
1972. The principal executive offices of the Company are located at 3600 South
Yosemite Street, Suite 900, Denver, Colorado 80237, and its telephone number is
(303) 773-1100.
3
<PAGE>
RISK FACTORS
See "Risk Factors" for a discussion of certain risks involved in the purchase
of the Shares.
THE OFFERING
<TABLE>
<S> <C>
Shares offered hereby........ Up to 608,695 shares of the Company's Common Stock, $.01
par value per share.
Trading...................... The Common Stock of the Company is traded on the NYSE and
the PSE where prices are reported under the symbol "MDC."
</TABLE>
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------------- ----------------------------------------------
1994 1993 1993 1992 1991 1990 1989
--------- --------- -------- -------- -------- -------- --------
INCOME STATEMENT DATA:
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $168,693 $115,885 $652,076 $511,568 $422,232 $512,695 $724,075
Income (loss) from con-
tinuing
operations............. 3,806 915 10,056 4,765 (12,903) (11,954) (90,091)
Income (loss) from con-
tinuing
operations per primary
common
share ................. $ .19 $ .04 $ .45 $ .22 $ (.62) $ (.63) $ (5.66)
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
--------------------------------------------------
1994 1993 1992 1991 1990 1989
--------- -------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets............ $733,224 $776,866 $858,944 $1,316,793 $1,477,146 $1,663,726
Total debt(1)........... 329,570 345,676 325,835 350,776 411,291 515,179
Stockholders' equity.... 178,270 175,854 164,182 160,488 157,261 150,474
</TABLE>
- --------
(1) Excludes CMO bond indebtedness.
4
<PAGE>
RISK FACTORS
Prospective investors should carefully consider the following considerations
in addition to the other information set forth in this Prospectus before making
an investment in the Shares offered hereby.
LEVERAGE
The home building industry is capital intensive. The Company finances a
substantial portion of its land acquisition and residential construction
activities through the incurrence by its subsidiaries of secured indebtedness
and, as a result, the Company is highly leveraged. As of March 31, 1994, the
Company's total indebtedness (excluding CMO bond indebtedness) was $329,570,000
and the Company's debt-to-equity ratio was approximately 1.85 to 1. In
addition, agreements governing certain indebtedness permit the Company to incur
significant additional indebtedness. Although the Company expects to generate
sufficient cash flow from operations to meet its debt service obligations, the
ability of the Company to meet its obligations will depend upon the future
performance of the Company and will be subject to financial, business and other
factors affecting the business and operations of the Company, including general
economic conditions.
HOLDING COMPANY ISSUER
Most of the operations of the Company are conducted through, and most of the
Company's assets are held by, its subsidiaries, and, therefore, the Company is
dependent on the cash flow of its subsidiaries to meet its debt obligations.
Except to the extent the Company may itself be a creditor with recognized
claims against its subsidiaries, all claims of creditors and holders of
preferred stock of the subsidiaries will have priority with respect to the
assets of such subsidiaries over the claims of creditors and equity holders of
the Company. At March 31, 1994, the Company's subsidiaries had $181,268,000
aggregate principal amount of indebtedness and liquidation preference of
preferred stock outstanding. Instruments governing certain indebtedness of the
Company's subsidiaries contain restrictions on transfer of funds from such
subsidiaries to the Company.
THE HOME BUILDING INDUSTRY
The home building industry significantly is affected by changes in economic
conditions, the supply of homes, changes in governmental regulation (including
uncertainties involving the entitlement process in the improvement of
undeveloped land), increases in real estate taxes, energy costs and costs of
materials and labor, the availability and cost of suitable land, environmental
factors, weather and the availability of financing at rates and on terms
acceptable to home builders and home buyers. Beginning in 1992 through October
1993, home mortgage interest rates declined to their lowest levels in 25 years
to an average of 6.7% on a 30-year, fixed-rate mortgage. From October 1993 to
May 1994, these rates have increased to as high as 9%. Increases in mortgage
interest rates adversely affect the Company's home building and mortgage
lending segments. Higher mortgage interest rates (i) may reduce the demand for
homes and home mortgages; and (ii) generally will reduce home mortgage
refinancing activity. With the recent increases in mortgage interest rates
relative to levels in 1993, the Company, consistent with the rest of the
industry in general, has experienced a major decline in refinancing activity in
its mortgage lending operations. These events have affected adversely the spot
mortgage loan originations and the amount of mortgage loans purchased through
correspondents by the Company's mortgage lending segment, although increased
originations from the Company's home building operations have offset to a
significant degree these declines. The Company is unable to predict the extent
to which current or future increases in mortgage interest rates will adversely
affect the Company's operating activities and results of operations.
The housing industry is cyclical and significantly is affected by prevailing
economic conditions. The Company's business and earnings are dependent in large
part on its Colorado and Mid-Atlantic markets. The Colorado market was affected
adversely beginning in 1986 through 1991 by weaknesses in the state economy as
well as by weaknesses in the housing industry in this market. The Company
experienced an increase in the number of new contracts for the purchase of
homes in Colorado beginning in 1991 which has
5
<PAGE>
continued through March 31, 1994. There can be no assurance that the Company
will be able to maintain or increase this level of new sales contracts or
deliver an increasing number of homes in the future in its Colorado market.
From late 1988 through 1990, the Company's Mid-Atlantic market was affected
adversely by weaknesses in the housing industry in this market. The Company
experienced an increase in the number of new contracts for the purchase of
homes in its Mid-Atlantic market in 1991 which has continued through March 31,
1994, primarily due to (i) moderate growth in the region's economy; (ii) an
increase in the total number of subdivisions in which the Company is operating;
and (iii) the reduction in mortgage interest rates which began in 1991 and
continued through October 1993. There can be no assurance that the Company will
be able to maintain or increase this level of new sales contracts or deliver an
increasing number of homes in the future in its Mid-Atlantic market.
The adoption, in August 1989, of the Financial Institutions Reform, Recovery,
and Enforcement Act of 1989 ("FIRREA"), as well as the national "credit crunch"
that commenced in mid-1989, and the enactment in August 1991 of the Federal
Deposit Insurance Corporation Improvements Act of 1991, affected adversely the
ability of home builders to acquire and develop land into finished sites for
homes. FIRREA, among other things, has reduced the amount of resources thrifts
allocate to acquisition, development and construction loans, which has
affected, and in the future may affect, adversely the Company's ability to
acquire and develop new properties and develop its current land inventory into
finished sites suitable for the construction of homes.
REGULATORY AND ENVIRONMENTAL FACTORS
The Company is subject to continuing compliance with various federal, state
and local statutes, ordinances, rules and regulations, including, among others,
zoning and land use ordinances, building, plumbing and electrical codes,
contractors' licensing laws and health and safety regulations and laws. Various
localities in which the Company operates have imposed (or may in the future
impose) fees on developers to fund, among other things, schools, road
improvements and low and moderate income housing.
From time to time, various municipalities in which the Company operates,
particularly in California and Nevada, restrict or place moratoriums on the
availability of water and sewer taps. Additionally, certain jurisdictions in
which the Company operates (particularly in California) have proposed or
enacted growth initiatives restricting the number of building permits available
in any given year. Although no assurance can be given as to future conditions
or future governmental action, in general, the Company believes that it has, or
under existing agreements and regulations ultimately can obtain, an adequate
number of water and sewer taps and building permits for its inventory of land
and land held for development. The Company's general policy is to acquire
finished building sites and land for development only in areas which have, or
will have upon completion of development, the availability of building permits,
access to utilities and other municipal service facilities necessary for
anticipated development requirements. Generally, the zoning of land is suitable
for its intended use when acquired.
The home building operations of the Company also are affected by
environmental considerations pertaining to, among other things, availability of
water, municipal sewage treatment capacity, land use, hazardous waste disposal,
naturally occurring radioactive materials, building materials, population
density and preservation of the natural terrain and vegetation (collectively,
"Environmental Laws"). The particular Environmental Laws which apply to any
given home building project vary greatly according to the site's location,
environmental conditions and present and former uses. These Environmental Laws
may result in delays, may cause the Company to incur substantial compliance and
other costs and may prohibit or severely restrict home building activity in
certain environmentally-sensitive regions or areas.
COMPETITION
The real estate industry is fragmented and highly competitive. In each of its
markets, the Company competes with numerous home builders, subdivision
developers and land development companies (a number
6
<PAGE>
of which build nationwide). Home builders not only compete for customers, but
also for, among other things, desirable financing, raw materials and skilled
labor. In a number of its markets, the Company competes with home builders that
are substantially larger and have greater financial resources than the Company.
Competition for home sales is based, among other factors, on price, style,
financing provided to prospective purchasers, location, quality, warranty
service and general reputation in the community.
The mortgage industry is fragmented and highly competitive. In each of the
areas in which it originates loans, HomeAmerican competes with numerous banks,
thrifts and mortgage bankers, many of which are larger and have greater
financial resources than HomeAmerican. Competition is based, among other
factors, on pricing, loan terms and underwriting criteria.
AFFILIATED TRANSACTIONS
The Company has entered into several transactions with affiliates, including
Larry A. Mizel, the Company's Chairman of the Board of Directors and Chief
Executive Officer, David D. Mandarich, Executive Vice President--Real Estate
and a director of the Company, and other members of the Board of Directors.
Material transactions between the Company and its officers and directors are
subject to review by the Company's Board of Directors. Such review includes a
review of the fairness of the transaction or an independent appraisal.
THRIFT INVESTIGATIONS
The Company understands that investigations are being conducted by Federal
grand juries and other government agencies in various states with regard to the
failures of a number of thrifts with which MDC had business transactions during
the period 1983 through mid-1988. The Company and its affiliates have received
and responded to subpoenas requesting documents and information in connection
with certain investigations and may in the future receive additional inquiries
or subpoenas. No indictments or charges have been brought against the Company
or any of its officials by any grand jury investigating the failure of any
savings and loan institutions. Although the Company believes there is no basis
for the imposition against the Company or its officials of criminal or civil
liability in connection therewith, were any indictment or charge to be brought
against the Company, there could be a material adverse effect upon the
Company's financial position and liquidity.
TAX MATTERS
M.D.C. Holdings, Inc. and its wholly-owned subsidiaries file a consolidated
federal income tax return (the "MDC Consolidated Return"). Richmond Homes, Inc.
I ("Richmond Homes") and its subsidiaries filed (or will file) separate
consolidated federal income tax returns (the "Richmond Homes Consolidated
Returns") from its inception (December 28, 1989) through the date Richmond
Homes was merged into a wholly-owned subsidiary of MDC (February 2, 1994).
The Internal Revenue Service (the "IRS") has completed its examination of the
MDC Consolidated Returns for the years 1984 through 1987 and has proposed
certain adjustments to the taxable income reflected in such returns. A
substantial portion of the proposed adjustments concern the characterization of
$22,000,000 in gains on sales of property held for investment, which were
reported as capital gains. Certain of the other proposed adjustments would
shift the recognition of certain items of income and expense from one year to
another ("Timing Adjustments"). To the extent taxable income is increased by
proposed Timing Adjustments, taxable income may be reduced by a corresponding
amount in other years, nevertheless the Company would incur an interest charge
as a result of such adjustment. The Company currently is protesting many of
these proposed adjustments through the IRS appeals process and believes that
the amount of these adjustments will be reduced as a result. In the opinion of
management, adequate provision has been made for the additional income taxes
and interest which may arise as a result of the proposed adjustments.
7
<PAGE>
The IRS currently is examining the MDC Consolidated Returns for the years
1988 through 1990 and the Richmond Homes Consolidated Returns for the years
1989 and 1990. No reports have been issued by the IRS in connection with these
examinations. In the opinion of management, adequate provision has been made
for additional income taxes and interest which may result from these
examinations.
DESCRIPTION OF COMMON STOCK
The Company has authorized 100,000,000 shares of common stock, $.01 par value
(the "Common Stock").
COMMON STOCK
At March 31, 1994, 19,020,000 shares of the Common Stock were issued and
outstanding. Holders of shares of Common Stock are entitled to one vote for
each share held of record on matters submitted to a vote of stockholders.
Holders of shares of the Common Stock do not have cumulative voting rights in
the election of directors to the Company's Board of Directors, which is divided
into three classes, with members of each class serving a three-year term.
A vote by the holders of a majority of shares of the Common Stock present at
a meeting at which a quorum is present is necessary to take action, except for
certain extraordinary matters which require the approval of the holders of 80%
of the outstanding shares of voting stock. In addition, certain Business
Combinations (as defined in the Company's Certificate of Incorporation, as
amended (the "Certificate") but generally, a merger or consolidation of the
Company with any holder (directly or indirectly) of more than 10% of the
outstanding shares of voting stock of the Company (an "Interested Stockholder")
or certain related parties; the sale or other disposition by the Company of any
assets or securities to an Interested Stockholder involving assets or
securities having a value of $15,000,000 or more than 15% of the book value of
the total assets or 15% of the stockholders' equity of the Company; the
adoption of any plan or proposal for the liquidation or dissolution of the
Company or for any amendment to the Company's Bylaws; or any reclassification
of securities, recapitalization, merger with a subsidiary or other transaction
which has the effect of increasing an Interested Stockholder's proportionate
ownership of the capital stock of the Company) involving the Company and an
Interested Stockholder must be approved by the holders of 80% of the shares of
outstanding voting stock, unless approved by a majority of Continuing Directors
(as defined in the Certificate) or unless certain minimum price and procedural
requirements are met. In the case of any Business Combination involving
payments to holders of shares of the Common Stock, the fair market value per
share of such payments would have to be at least equal to the highest value
determined under the following alternatives: (i) the highest price per share of
the Common Stock paid by or on behalf of the Interested Stockholder during the
two years prior to the public announcement of the proposed Business Combination
(the "Announcement Date") or in the transaction in which it became an
interested Stockholder, whichever is higher; and (ii) the fair market value per
share of the Common Stock on the Announcement Date or on the date on which the
Interested Stockholder became an Interested Stockholder, whichever is higher.
"Fair market value" is defined in the Certificate to mean, in the case of
exchange-listed or NASDAQ-quoted stock, the highest closing price or closing
bid in the 30 days preceding the date in question, and, in the case of other
property, the fair market value as determined by a majority of the Continuing
Directors.
Subject to the preferences applicable to any then outstanding shares of
preferred stock of the Company, holders of shares of Common Stock are entitled
to dividends when and as declared by the Board of Directors of the Company from
funds legally available therefor and are entitled, in the event of liquidation,
to share ratably in all assets remaining after payment of liabilities. The
shares of Common Stock are neither redeemable nor convertible, and the holders
thereof have no preemptive or subscription rights to purchase any securities of
the Company. All issued and outstanding shares of Common Stock are validly
issued, fully paid and nonassessable.
8
<PAGE>
SELLING STOCKHOLDERS
The Shares offered hereby may be offered for sale from time to time by the
Selling Stockholders. The following table provides certain information with
respect to the shares of Common Stock of the Company (including the Shares)
held by each Selling Stockholder.
<TABLE>
<CAPTION>
NUMBER OF SHARES
SHARES NUMBER OF BENEFICIALLY OWNED
BENEFICIALLY SHARES AFTER THE OFFERING(2)
OWNED AS OF REGISTERED FOR ---------------------------
NAME OF SELLING STOCKHOLDER MAY 31, 1994(1) SALE HEREBY NUMBER PERCENT(3)
- --------------------------- --------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
Larry A. Mizel(4)....... 4,173,602(6) 405,739 3,767,863 19.3%
David D. Mandarich(5)... 1,415,738 202,956 1,212,782 6.2%
</TABLE>
- --------
1. Includes the following shares of Common Stock which such persons had the
right to acquire within 60 days of May 31, 1994 by the exercise of stock
options at prices ranging from $.28125 to $6.60 per share: Larry A. Mizel
494,191 and David D. Mandarich 605,244.
2. Assumes the sale of all the Shares offered hereby.
3. The percentage shown includes shares of Common Stock actually owned and
shares of Common Stock which the person had the right to acquire within 60
days of May 31, 1994. In calculating the percentage of ownership, all shares
of Common Stock which the person had the right to acquire within 60 days of
May 31, 1994 are deemed to be outstanding for the purpose of computing the
percentage of shares of Common Stock owned by such person but are not deemed
to be outstanding for the purpose of computing the percentage of shares of
Common Stock owned by any other person.
4. Larry A. Mizel has served as Chairman of the Board of Directors of the
Company for more than the past three years. He was elected Chief Executive
Officer of the Company in February 1988. Mr. Mizel also serves as a director
of Richmond Homes. Prior to February 1992, Mr. Mizel served as a director
and/or officer of some of the Company's other subsidiaries. Mr. Mizel also
is chairman of the board of directors of Asset Investors Corporation, a New
York Stock Exchange-listed real estate investment trust ("REIT"), and
Commercial Assets, Inc., an American Stock Exchange-listed REIT.
5. David D. Mandarich was elected as Executive Vice President--Real Estate of
the Company in April 1993 and appointed a director of the Company in March
1994. From April 1989 to April 1993, Mr. Mandarich served as a consultant to
the Company. In April 1990, Mr. Mandarich was elected as chairman of the
board of directors of Richmond Homes.
6. Includes 5,000 shares held jointly by Mr. Mizel's wife and her brother and
sister, 1,115 shares owned by Mr. Mizel's minor children and 405,314 shares
of Common Stock with respect to which Mr. Mizel may be considered the
"beneficial owner," as defined under the Exchange Act, because he is a
beneficiary of certain trusts which own all of the outstanding stock of
CVentures, Inc., a corporation which controls the voting of these shares of
Common Stock. Mr. Mizel is a director and officer of CVentures, Inc. Also
includes 194,032 shares of Common Stock owned by certain trusts for the
benefit of Mr. Mizel and certain members of his immediate family, over which
shares Mr. Mizel does not exercise voting control, although he has a limited
power of appointment allowing him to direct the trustee to gift all or a
portion of such shares to any person other than himself, members of his
family or a creditor. Mr. Mizel disclaims beneficial ownership of the
194,032 shares.
PLAN OF DISTRIBUTION
The Company will receive none of the proceeds from this offering. The Shares
may be sold from time to time to purchasers directly by either of the Selling
Stockholders. Alternatively, the Selling Stockholders may from time to time
offer the Shares through underwriters, dealers or agents, who may receive
compensation in
9
<PAGE>
the form of underwriting discounts, concessions or commissions from the
Selling Stockholders or the purchasers of Shares for whom they may act as
agent. The Selling Stockholders and any underwriters, dealers or agents that
participate in the distribution of Shares may be deemed to be "underwriters"
within the meaning of the Securities Act and any profit on the sale of Shares
by them and any discounts, commissions or concessions received by any such
underwriters, dealers or agents might be deemed to be underwriting discounts
and commissions under the Securities Act.
At the time a particular offering of Shares is made, a Prospectus
Supplement, if required, will be distributed which will set forth the number
of Shares being offered and the terms of the offering, including the name or
names of any underwriters, dealers or agent, any discounts, commissions and
other terms constituting compensation from the Selling Stockholders and any
discounts, commissions or concessions allowed or reallowed or paid to dealers.
The Selling Stockholders may use brokers or dealers in connection with the
sale of Shares contemplated by this Prospectus and such brokers or dealers may
receive fees or commissions in connection therewith. The Shares may be sold
from time to time in one or more transactions at a fixed offering price, which
may be changed, at varying prices (including market prices or prices related
thereto) determined at the time of sale or at negotiated prices.
To comply with the securities laws of certain jurisdictions, if applicable,
the Shares will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain
jurisdictions the Shares may not be offered or sold unless they have been
registered or qualified for sale in such jurisdictions or an exemption from
registration or qualification is available and is complied with.
Under applicable rules and regulations under the Exchange Act any person
engaged in a distribution of the Common Stock of the Company may not
simultaneously engage in market-making activities with respect to such Common
Stock of the Company during such distribution or for a period of two business
days prior to the commencement of such distribution. In addition to and
without limiting the foregoing, each Selling Stockholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation rules 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of any of the Common
Stock of the Company by the Selling Stockholders.
The Company will pay the expenses incident to the offering and sale of the
Shares to the public, other than commissions, concessions and discounts of
underwriters, dealers or agents. In addition, the Selling Stockholders will be
indemnified by the Company against certain civil liabilities, including
liabilities under the Securities Act.
LEGAL MATTERS
Certain matters with respect to the legality of the issuance of the Shares
offered hereby will be passed upon for the Company by Brownstein Hyatt Farber
& Strickland, P.C., Denver, Colorado.
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K for the year ended December 31, 1993, have been so
incorporated in reliance on the report of Price Waterhouse, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
With respect to the unaudited condensed consolidated balance sheet of M.D.C.
Holdings, Inc. and subsidiaries as of March 31, 1994, and the related
condensed consolidated statements of income and of cash flows for the three-
month periods ended March 31, 1994 and 1993 incorporated by reference in this
Prospectus, Price Waterhouse reported that they have applied limited
procedures in accordance with professional standards for a review of such
information. However, their separate report dated April 26, 1994 incorporated
by reference herein states that they did not audit and they do not express an
opinion on that unaudited consolidated financial information. Price Waterhouse
has not carried out any significant or additional audit tests beyond those
which would have been necessary if their report had not been included.
Accordingly, the degree of reliance on their report on such information should
be restricted in light of the limited nature of the review procedures applied.
Price Waterhouse is not subject to the liability provisions of section 11 of
the Securities Act of 1933 for their report on the unaudited consolidated
financial information because that report is not a "report" or a "part" of the
registration statement prepared or certified by Price Waterhouse within the
meaning of sections 7 and 11 of the Act.
10
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMA-
TION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PRO-
SPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO,
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UN-
DER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Prospectus Summary......................................................... 3
Risk Factors............................................................... 5
Description of Common Stock................................................ 8
Selling Stockholders....................................................... 9
Plan of Distribution....................................................... 9
Legal Matters.............................................................. 10
Experts.................................................................... 10
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
608,695 SHARES
M.D.C. HOLDINGS, INC.
COMMON STOCK
----------------
PROSPECTUS
----------------
, 1994
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable in connection
with the sale and distribution of the securities being registered. All amounts
are estimated except the Commission registration fees. Unless otherwise
indicated, all of the expenses below will be paid by the Company.
<TABLE>
<CAPTION>
ITEM
----
<S> <C>
Registration fee................................................. $ 1,181
NYSE and PSE listing fees........................................ 2,000
Blue Sky fees and expenses....................................... 100
Printing expenses................................................ 5,000
Legal fees and expenses.......................................... 10,000
Accounting fees and expenses..................................... 2,000
Miscellaneous.................................................... 1,000
-------
Total........................................................ $21,281
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-Laws and Certificate of Incorporation of the Company provides for
indemnification of the officers and directors of the Company to the full
extent permitted by applicable law. Section 145 of the Delaware General
Corporation Law provides in part that a corporation shall have the power to
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 (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 or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he 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 reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such persons against expenses (including
attorneys's fees) actually and reasonably incurred in defense or settlement of
any threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further (unless a court of competent jurisdiction otherwise provides)
such person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable
standard of conduct.
Additionally, the Certificate of Incorporation of the Company eliminates in
certain circumstances the monetary liability of directors for breach of their
fiduciary duty as directors. This provision does not eliminate the liability
of a director (i) for a breach of the director's duty of loyalty to the
respective corporation or its stockholders; (ii) for acts or omissions by the
director not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) for liability arising under Section 174 of the
Delaware General Corporation Law (relating to the declaration of dividends and
purchase or redemption of shares in violation of the Delaware General
Corporation Law); or (iv) for any transaction from which the director derived
an improper personal benefit.
II-1
<PAGE>
ITEM 16. EXHIBITS
Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S>
4.1(a) Form of Amendment to the Certificate of Incorporation of M.D.C.
Holdings, Inc. (hereinafter sometimes referred to as "MDC", the
"Company" or the "Registrant") regarding director liability, filed
with the Delaware Secretary of State on July 1, 1987 (incorporated
by reference to Exhibit 3.1(a) of the Company's Quarterly Report
on Form 10-Q dated June 30, 1987).
4.1(b) Form of Certificate of Incorporation of MDC, as amended
(incorporated herein by reference to Exhibit 3.1(b) of the
Company's Quarterly Report on Form 10-Q dated June 30, 1987).
4.2(a) Form of Amendment to the Bylaws of MDC regarding indemnification
adopted by its Board of Directors and effective as of March 20,
1987 (incorporated herein by reference to Exhibit 3.2(a) of the
Company's Quarterly Report on Form 10-Q dated June 30, 1987).
4.2(b) Form of Bylaws of MDC, as amended (incorporated herein by
reference to Exhibit 3.2(b) of the Company's Quarterly Report on
Form 10-Q dated June 30, 1987).
4.3 Form of Certificate for shares of the Company's common stock
(incorporated herein by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-3, Registration No. 33-426).
5 Opinion of Brownstein Hyatt Farber & Strickland, P.C.
15 Letter regarding unaudited interim financial information.
23.1 Consent of Price Waterhouse.
23.2 Consent of Brownstein Hyatt Farber & Strickland, P.C. (filed as
part of Exhibit 5 above).
24 Power of Attorney (incorporated in the signature page hereto).
99 Agreement and Plan of Merger, dated February 2, 1994 between
Richmond Acquisitions, Inc. and Richmond Homes (incorporated
herein by reference to Exhibit 99 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993).
99.2 Form of Indemnification Agreement among Larry A. Mizel, David D.
Mandarich and MDC.
</TABLE>
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities Act 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 and will be governed
by the final adjudication of such issue.
II-2
<PAGE>
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; (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; (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; (2) that, for the purpose of determining any liability under the
Securities Act, 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; and (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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON JUNE 7, 1994.
M.D.C. Holdings, Inc.
/s/ Larry A. Mizel
By: _________________________________
Larry A. Mizel
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of the Company, by virtue of his signature to this Registration
Statement appearing below, hereby constitutes and appoints Spencer I. Browne
and Paris G. Reece III, or any one of them, with full power of substitution, as
attorneys-in-fact in his name, place and stead to execute any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, in the capacities set
forth opposite his name and hereby ratifies all that said attorneys-in-fact may
do 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 AND
ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Larry A. Mizel Chairman of the June 7, 1994
- ------------------------------------- Board and Chief
Larry A. Mizel Executive Officer
/s/ Spencer I. Browne President, Chief June 7, 1994
- ------------------------------------- Operating Officer
Spencer I. Brown and Director
/s/ David D. Mandarich Executive Vice June 7, 1994
- ------------------------------------- President-- Real
David D. Mandarich Estate and Director
/s/ Paris G. Reece III Vice President, June 7, 1994
- ------------------------------------- Secretary,
Paris G. Reece III Treasurer and Chief
Financial Officer
(principal
financial and
accounting officer)
II-4
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gilbert Goldstein Director June 7, 1994
- -------------------------------------
Gilbert Goldstein
/s/ William B. Kemper Director June 7, 1994
- -------------------------------------
William B. Kemper
/s/ Steven J. Borick Director June 7, 1994
- -------------------------------------
Steven J. Borick
/s/ Herbert T. Buchwald Director June 7, 1994
- -------------------------------------
Herbert T. Buchwald
II-5
<PAGE>
Exhibit 5
(LETTERHEAD OF BROWNSTEIN HYATT FARBER & STRICKLAND, P.C. APPEARS HERE)
June 3, 1994
M.D.C. Holdings, Inc.
3600 South Yosemite Street
Suite 900
Denver, Colorado 80237
Ladies and Gentlemen:
M.D.C. Holdings, Inc. (the "Company") has filed with the Securities and
Exchange Commission a registration statement (the "Registration Statement") on
Form S-3 (No. 33- ), which relates to the registration of 608,695 shares
of the $.01 par value common stock of the Company (the "Shares") owned by
Messrs. Larry A. Mizel and David D. Mandarich.
We have examined such corporate records of the Company and such other
documents as we have deemed appropriate to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares, when sold
as contemplated in the Registration Statement, will be legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the use of our name in the Prospectus that is a
part of the Registration Statement under the caption "Legal Matters."
Very truly yours,
Brownstein Hyatt Farber & Strickland, P.C.
/s/ Brownstein Hyatt Farber &
Strickland, P.C.
[75075]
<PAGE>
Exhibit 15
(LETTERHEAD OF PRICE WATERHOUSE APPEARS ABOVE)
June 2, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that M.D.C. Holdings, Inc. has included our report dated
April 26, 1994 (issued pursuant to the provisions of Statement on Auditing
Standards No. 71) in the Prospectus constituting part of its Registration
Statement on Form S-3 to be filed on or about June 3, 1994. We are also
aware of our responsibilities under the Securities Act of 1933.
Yours very truly,
Price Waterhouse
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of M.D.C.
Holdings, Inc. of our report dated February 10, 1994 appearing on page
F-2 of M.D.C. Holdings, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1993. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
PRICE WATERHOUSE
Los Angeles, California
June 2, 1994
<PAGE>
Exhibit 99.2
INDEMNIFICATION AGREEMENT
AGREEMENT made this ____ day of June, 1994, by and among Larry A. Mizel,
David D. Mandarich (the "Selling Stockholders") and M.D.C. Holdings, Inc.
("MDC").
WHEREAS, the Selling Stockholders were issued 608,695 shares (the
"Registrable Shares") by MDC pursuant to the transactions contemplated by that
certain Option Agreement among MDC and the Selling Stockholders dated
December 6, 1993, as amended December 20, 1993 (the "Option Agreement"); and
WHEREAS, MDC, as required by the Option Agreement, intends to file a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), covering the sale of the Registrable
Shares by the Selling Stockholders; and
WHEREAS, the Option Agreement contemplates that MDC indemnify the
Selling Stockholders in connection with the registration and sale of the
Registrable Shares;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, MDC and the Selling Stockholders agree as follows:
1. Each Selling Stockholder covenants and agrees with MDC that:
(a) he will cooperate with MDC in connection with the preparation
of the Registration Statement and, for so long as MDC is obligated to keep the
Registration Statement effective, he will provide to MDC for use in the
Registration Statement, all such information as may be necessary to enable MDC
to prepare the Registration Statement and Prospectus covering the Registrable
Shares and to maintain the currency and effectiveness thereof.
(b) during such time as he may be engaged in a distribution of the
Registrable Shares, he will comply with all federal and state securities laws
and regulations including without limitation, Rules 10b-2, 10b-6 and 10b-7
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and pursuant thereto will, among other things: (i) not engage
in any stabilization activity in connection with the securities of MDC in
contravention of such Rules; (ii) distribute the Registrable Shares solely in
the manner described in the Registration Statement; and (iii) not bid for or
purchase any securities of MDC or attempt to induce any person to purchase any
securities of MDC other than as permitted by the Exchange Act.
2. MDC will indemnify and hold each Selling Stockholder against any
losses, claims, damages or liabilities, joint or
<PAGE>
several, to which such Selling Stockholder may become subject, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (a) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, or (b)
any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading or (c) any violation of any federal or state securities law, rule
or regulation thereunder committed by MDC in connection therewith; and MDC
will reimburse such Selling Stockholder for any legal or other expenses
reasonably incurred by him in connection with investigating or defending any
such loss, claim, damage or liability; provided, however, that MDC will not
be liable in any such case to the extent that any such loss, claim, damage,
liability or expense arises out of or is based upon any actual or alleged
statement in, or actual or alleged omission from, the Registration Statement
made by MDC in reliance upon and in conformity with written information
furnished to MDC by or on behalf of such Selling Stockholder for use in
connection with the preparation of the Registration Statement.
3. Each Selling Stockholder will indemnify and hold harmless MDC and
each of its directors or officers and each person, if any, who controls MDC
within the meaning of the Securities Act or the Exchange Act (the "MDC
Indemnified Parties"), against any losses, claims, damages, or liabilities,
joint or several to which the MDC Indemnified Parties may become subject,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or based upon (a) any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, if the statement or omission was made in reliance
upon and in conformity with written information furnished to MDC by or on
behalf of such Selling Stockholder for use in connection with the
preparation of the Registration Statement; or (b) any violation of any
federal or state securities laws or regulations by the Selling Stockholders
in connection with the registration, distribution or sale of the
Registrable Shares and such Selling Stockholder will reimburse such MDC
Indemnified Parties for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
damage or liability.
-2-
<PAGE>
IN WITNESS WHEREOF, MDC and the Selling Stockholders have executed this
Agreement as the date first written above.
M.D.C. HOLDINGS, INC.
By: _________________________
Name: ___________________
Title: __________________
SELLING STOCKHOLDERS:
_____________________________
Larry A. Mizel
_____________________________
David D. Mandarich
-3-
