As filed with the Securities and Exchange Commission on November 26, 1996
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 Industrial (I.R.S. Employer
jurisdiction of Classification Number) Identification Number)
incorporation or
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)
Larry A. Mizel
President and Chief Executive 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:
Daniel S. Japha Paris G. Reece III
General Counsel-Corporate Senior Vice President and
and Secretary Chief Financial Officer
M.D.C. Holdings, Inc. M.D.C. Holdings, Inc.
3600 South Yosemite Street, Suite 900 3600 South Yosemite Street, Suite 900
Denver,Colorado 80237 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.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================= ============== ==================== ==================== =================
Title of Each Class of Securities to be Proposed Maximum Proposed Maximum
Registered Amount to be Offering Price Per Aggregate Offering Amount of
Registered Unit <F1> Price <F1> Registration Fee
========================================= ============== ==================== ==================== =================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value. . . . . . 37,124 $7.125 $264,509 $80.15
========================================= ============== ==================== ==================== =================
</TABLE>
<F1> 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 share of $7.125 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 November 21, 1996 and the
maximum aggregate offering price is the product of $7.125 and 37,124.
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.
<PAGE>
P R O S P E C T U S
37,124 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 37,124 shares of common stock,
$.01 par value per share (the "Common Stock"), of M.D.C. Holdings, Inc., a
Delaware corporation (the "Company"). The 37,124 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 Shares were issued as a portion of a bonus paid by the Company
to each of the Selling Stockholders. The bonuses were determined and approved by
the Compensation Committee of the Company's Board of Directors in accordance
with the Company's Executive Officer Performance-Based Compensation Plan.
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."
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.
----------------------
The date of this Prospectus is November __, 1996
<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, Senior 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, 1995;
(ii) Proxy Statement dated March 29, 1996 relating to the 1996 Annual
Meeting of Stockholders (excluding those portions of such Proxy
Statement not deemed filed);
(iii) Quarterly Reports on Form 10-Q for the quarter ended March 31, 1996 ,
June 30, 1996 and September 30, 1996.
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
2
<PAGE>
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.
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
MDC is a major regional homebuilder and ranks as the seventh largest
homebuilder in the United States, based on 1995 homebuilding revenues. The
Company operates in two segments: homebuilding and financial services. In its
homebuilding segment, MDC is engaged in the construction and sale of residential
housing in (i) metropolitan Denver and Colorado Springs, Colorado; (ii) northern
Virginia and suburban Maryland (the "Mid-Atlantic"); (iii) Northern and Southern
California; (iv) Phoenix and Tucson, Arizona; and (v) Las Vegas, Nevada. In its
financial services segment, (i) HomeAmerican Mortgage Corporation (a wholly
owned subsidiary of M.D.C. Holdings, Inc., ("HomeAmerican") provides mortgage
loans primarily to the Company's home buyers and, to a lesser extent, to others
(the mortgage lending operations); and (ii) through September 30, 1996,
Financial Asset Management LLC (an indirect subsidiary of M.D.C. Holdings, Inc.,
"FAMC") managed, by contract, the operations of two publicly traded real estate
investment trusts (each, a "REIT") (the asset management operations).
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.
Risk Factors
See "Risk Factors" for a discussion of certain risks involved in the
purchase of the Shares.
The Offering
Shares offered hereby............... Up to 37,124 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."
3
<PAGE>
Summary Consolidated Financial Information
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Nine Months
Ended September 30, Year Ended December 31,
------------------- ------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
(Unaudited)
-----------
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Revenues . . . . . . . . $ 670,329 $ 638.682 $ 865,856 $ 817,245 $ 634,323 $ 480,177 $ 380,938
Income (loss) from
operations . . . . . . . 14,459 13,944 17,250 19,255 10,056 4,765 (12,903)
Income (loss) from
operations per
common share (primary) . $ .75 $ .69 $ .86 $ .94 $ .45 $ .22 $ (.62)
</TABLE>
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995 1994 1993 1992 1991
-------- --------------------------------------------------------------------------
(Unaudited)
-----------
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total assets.............. $ 627,375 $ 634,811 $ 664,571 $ 653,366 $ 602,597 $ 614,527
Total debt................ 278,481 305,334 348,280 345,676 325,835 350,776
Stockholders' equity...... 208,824 205,033 192,295 175,854 164,182 160,488
</TABLE>
RISK FACTORS
Prospective investors should carefully consider the following factors 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 by its subsidiaries incurring secured and unsecured indebtedness. As
a result, the Company is highly leveraged. As of September 30, 1996, the
Company's total indebtedness was approximately $278 million and the Company's
debt-to-equity ratio was approximately 1.33 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, there can be no
assurance that the Company will be able to do so. The ability of the Company to
meet its obligations
4
<PAGE>
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. See "The Home Building
Industry" below.
The Home Building Industry
The home building industry is cyclical and affected significantly 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.
In October 1993, home mortgage interest rates reached their lowest levels
in 25 years, dropping to an average of 6.7% on a 30-year, fixed-rate mortgage.
From October 1993 to December 1994, home mortgage interest rates increased to a
high of 9.25%. During this period of rising interest rates, the Company
experienced a general weakening in demand for new homes in most of its markets,
which adversely affected the Company's (i) home sales in the last three quarters
of 1994 and the first quarter of 1995; and (ii) Home Gross Margins throughout
most of 1995. From December 1994 through February 1996, home mortgage interest
rates generally declined to a low of 6.9% which, among other things, led to
improved home sales in the last three quarters of 1995 and the first four months
of 1996, compared with the same periods in 1994 and 1995. Since February 1996,
home mortgage interest rates generally increased to a high of 8.4%, although
rates recently have declined to 7.8%. While current mortgage interest rates are
low compared with historical rates, increases in mortgage interest rates, such
as those occurring during the second and third quarters of 1996 when rates
generally were above 8.0%, have affected adversely and may continue to affect
adversely in the future, the Company's homebuilding and mortgage lending
operations.
The Company is unable to predict the extent to which recent or future
changes in home mortgage interest rates will affect the Company's operating
activities and results of operations. See "Forward-Looking Statements" below.
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
(including but not limited to, those of the Occupational Safety and Health
Administration). 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
5
<PAGE>
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 by the Company.
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 that 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 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 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.
Sale of Financial Asset Management LLC
On September 30, 1996 the Company sold its interest in Financial Asset
Management LLC ("FAMC") a subsidiary of the Company that managed two real estate
investment trusts. The sales proceeds of $11,450,000 included $6,000,000 of
cash, received on October 2, 1996, and $5,450,000 of subordinated convertible
notes, which are payable at specified dates during the next 10 years and are
convertible, under certain circumstances, into as much as a 47.6% ownership
interest in FAMC. A gain of $5,450,000 attributable to the convertible notes has
been deferred and may be recognized, in whole or in part, in future periods
based upon a number of factors, including collection of the notes' principal and
the expiration of the conversion features.
6
<PAGE>
Due to the sale of FAMC and the fact that the Company does not anticipate
making additional mortgage-related investments, future operating profit from the
Company's asset management operations will be immaterial. See "Forward-Looking
Statements" below.
Affiliated Transactions
The Company has entered into several transactions with affiliates,
including the Selling Stockholders, Larry A. Mizel, the Company's Chairman of
the Board of Directors, President and Chief Executive Officer and David D.
Mandarich, a Director, Executive Vice President--Real Estate and Chief Operating
Officer of the Company and Chairman of the Board and President of Richmond
Homes. 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. See
"Selling Stockholders--Summary of Related Party Transactions."
Tax Matters
M.D.C. Holdings, Inc. and its wholly owned subsidiaries file a consolidated
federal income tax return (an "MDC Consolidated Return"). Richmond Homes and its
wholly owned subsidiaries filed a separate consolidated federal income tax
return (each a "Richmond Homes Consolidated Return") from its inception
(December 28, 1989) through February 2, 1994, the date Richmond Homes became a
wholly owned subsidiary of MDC.
MDC's overall effective income tax rate during the third quarter and first
nine months of 1996 was 36.5%, compared with 34.2% and 34.9%, respectively,
during the same periods in 1995. These effective income tax rates differed from
the federal statutory rate of 35% due to, among other things, (i) the impact of
state income taxes; and (ii) in 1995, the realization of non-taxable income for
financial reporting purposes for which no tax liability was recorded.
The IRS has completed its examination of the MDC Consolidated Returns
for the years 1986 through 1990 and has proposed adjustments that would shift
the recognition of certain items of income and expense from one year to another
("Timing Adjustments"). To the extent taxable income in a prior year is
increased by proposed Timing Adjustments, taxable income may be reduced by a
corresponding amount in other years; however, 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.
In the opinion of management, adequate provision has been made for any
additional income taxes and interest which may result from the proposed
adjustments; however, it is reasonably possible that the ultimate resolution
could result in amounts which differ materially in the near-term from amounts
provided. See "Forward-Looking Statements" below.
7
<PAGE>
DESCRIPTION OF COMMON STOCK
The Company has authorized 100,000,000 shares of common stock, $.01 par
value (the "Common Stock").
Common Stock
At October 31, 1996 approximately 17,936,000 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 ; the adoption of 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
8
<PAGE>
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.
SELLING STOCKHOLDERS
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 as of October 31, 1996.
<TABLE>
<CAPTION>
Number of
Shares Number of Shares
Beneficially Shares Beneficially Owned
Owned as of Registered for After the Offering<F2>
October 31, 1996 Sale Hereby Number<F1> Percent<F3>
- ------------------------------------------------------------------------ ---------------- ------------- --------------
<S> <C> <C> <C> <C>
Name of Selling Stockholder
Larry A. Mizel<F4>.................................. 4,304,043<F6> 18,562 4,285,481 23.5%
David D. Mandarich<F5>.............................. 1,521,179 18,562 1,502,617 8.2%
</TABLE>
<F1> Includes the following shares of Common Stock which such persons had the
right to acquire within 60 days of October 31, 1996 by the exercise of
stock options at prices ranging from $3.00 to $6.60 per share:
Larry A. Mizel 116,666 and David D. Mandarich 216,666.
<F2> Assumes the sale of all the Shares offered hereby.
<F3> The percentage shown includes shares of Common Stock actually owned and
shares of Common Stock that the person had the right to acquire within 60
days of October 31, 1996. In calculating the percentage of ownership, all
shares of Common Stock that the person had the right to acquire within 60
days of October 31, 1996 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.
<F4> 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 and elected President in April
1996. Mr. Mizel also serves as a director of Richmond Homes. Prior to
February 1992, Mr. Mizel served as a director, officer or both of several
of the Company's other subsidiaries. Until September 30, 1996, Mr. Mizel
was chairman of the board of directors of Asset Investors Corporation
("Asset Investors"), a New York Stock Exchange-listed real estate
investment trust ("REIT"), and Commercial Assets, Inc.
("Commercial Assets"), an American Stock Exchange-listed REIT.
<F5> David D. Mandarich has served as Executive Vice President--Real Estate
of the Company since April 1993 and Co-Chief Operating Officer since
September 1994 and as a director of the Company since March 1994. Mr.
Mandarich was elected Chief Operating Officer in April 1996. From April
1989 to April 1993, Mr. Mandarich served as a consultant to the Company.
Mr. Mandarich has served as chairman of the board of directors of
Richmond Homes since April 1990.
9
<PAGE>
<F6> 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.
Summary of Related Party Transactions
On April 12, 1995, the Company's Board of Directors adopted the M.D.C.
Holdings, Inc. Executive Option Purchase Program (the "Program"). Pursuant to
the Program, the Company established secured loan facilities for certain
executive officers of the Company, including a maximum $1 million facility for
each of the Selling Stockholders. The secured loan facilities under the Program
may be used by the executive officers to finance up to two-thirds of the sum of
the exercise price and applicable federal and state income taxes payable to
exercise stock options held by such executive officers. The maximum amount of
the facility is subject to an annual 10% reduction. All amounts borrowed will be
evidenced by a Promissory Note and Pledge Agreement, will be secured by a pledge
of all of the stock acquired with the proceeds of the loan and will be full
recourse to the executive officer. Loans under the Program will have a five year
term (subject to certain earlier maturities in the event of termination of the
employment of the executive officer) and will bear simple interest at a variable
rate based on 30 day LIBOR, plus 1%.
In April, 1995 Messrs. Browne (previously President, Co-Chief Operating
Officer and a director of the Company) and Mandarich exercised options to
acquire 147,500 and 496,914 shares of Common Stock, respectively, at prices
ranging from $.28125 to $.8125 per share. In May 1995, Mr. Mizel exercised
options to acquire 100,000 shares of Common Stock at $3.00 per share. In July
1995, Mr. Browne exercised options to acquire 25,000 shares of Common Stock at
$3.00 per share and in October 1995, he exercised options to acquire 55,000
shares of Common Stock at $.8125. The Company advanced Messrs. Mizel, Browne and
Mandarich two-thirds of the sum of the exercise price and related taxes for
these shares pursuant to the Program. On January 12, 1996, Mr. Mandarich
increased his borrowings to pay two-thirds of additional taxes due on his
exercised options. On April 1, 1996, Mr. Browne sold the shares which he had
acquired to the Company and repaid all amounts borrowed, including accrued
interest.
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 any 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 the form of underwriting discounts, concessions or commissions
from
10
<PAGE>
the Selling Stockholders or the purchasers of Shares for whom they may act as
agents. 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 agents, 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.
FORWARD-LOOKING STATEMENTS
Some of the statements in this Prospectus, as well as statements made by
the Company in periodic press releases, oral statements made by the Company's
officials to analysts and shareowners in the course of presentations about the
Company and conference calls following quarterly earnings releases, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Such factors include,
among
11
<PAGE>
other things, (i) general economic and business conditions; (ii) interest
rate changes; (iii) competition; (iv) the availability and cost of land and
other raw materials used by the Company in its homebuilding operations; (v)
unanticipated demographic changes; (vi) shortages of labor; (vii) weather
related slowdowns; (viii) slow growth initiatives; (ix) building moratoria; (x)
governmental regulation including interpretations of income tax and
environmental laws; and (xi) other factors over which the Company has little or
no control.
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 Daniel S. Japha,
Esq., Denver, Colorado, Secretary and General Counsel - Corporate of the
Company.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1995, have
been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
With respect to the unaudited consolidated financial information of
M.D.C. Holdings, Inc. for the three-month periods ended March 31, 1996 and 1995,
incorporated by reference in this Prospectus, Price Waterhouse LLP reported that
they have applied limited procedures in accordance with professional standards
for a review of such information. However, their separate report dated April 24,
1996 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 LLP 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 LLP 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 LLP within the meaning of sections 7 and 11 of the Act.
12
<PAGE>
No dealer, salesperson or any other
person is authorized to give any
information or to make any representations
other than those contained in this
Prospectus and, if given or made, such
information or representations must not
be relied upon as having been authorized 37,124 Shares
by the Company. This Prospectus does not
constitute an offer to sell or a M.D.C. Holdings, Inc.
solicitation of an offer to buy by anyone
in any jurisdiction in which such offer or Common Stock
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,
under any circumstances, create any implication
that the information contained herein is correct
as of any time subsequent to the date hereof.
---------------------------
P R O S P E C T U S
---------------------------
---------------
TABLE OF CONTENTS
Page
Available Information.......................... 2
Incorporation of Certain Documents by
Reference................................... 2
Prospectus Summary............................. 3
Risk Factors................................... 4
Description of Common Stock.................... 8 November ___, 1996
Selling Stockholders........................... 9
Plan of Distribution........................... 10
Forward-Looking Statements..................... 11
Legal Matters.................................. 12
Experts........................................ 12
<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.
Item
Registration fee........................................... $ 80
Blue Sky fees and expenses................................. 1,500
Printing expenses.......................................... 500
Legal fees and expenses.................................... 1,000
Accounting fees and expenses............................... 1,000
Miscellaneous.............................................. 1,000
---------
Total............................................... $ 5,080
=========
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
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<PAGE>
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.
Item 16. Exhibits
Exhibits
Exhibit
Number Description of Exhibits
4.1 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).
4.2(a) Form of Indenture, dated as of June 15, 1984, between the
Company and The Royal Bank and Trust Company, with respect to
the Company's Subordinated Exchangeable Variable Rate Notes
(the "1984 RBTC Indenture") (incorporated herein by reference
to Exhibit 4.3 of the Company's Registration Statement on Form
S-2, Registration No. 2-90744).
4.2(b) First Supplemental Indenture, dated as of June 20, 1985, to
the 1984 RBTC Indenture (incorporated herein by reference to
Exhibit 4.13(a) of the Company's Registration Statement on
Form S-3, Registration No. 33-426).
4.2(c) Form of the Company's Subordinated Exchangeable Variable Rate
Notes (filed as Exhibits A and B to Exhibit 4.2(a) and
incorporated herein by reference to Exhibit 4.3 of the
Company's Registration Statement on Form S-2, Registration No.
2-90744.
4.3(a) Form of Senior Notes Indenture, dated as of December 15, 1993,
by and among the Company, the Guarantors and Pledgors named
therein and First Bank National Association, National
Association, as Trustee, with respect to the Company's 11 1/8%
Senior Notes due 2003, including form of Senior Note (the
"Senior Notes Indenture") (incorporated herein by reference to
Exhibit 4.1 of the Company's Form 8-K dated January 11, 1994).
4.3(b) First Supplemental Indenture, dated as of February 2, 1994, to
the Senior Notes Indenture (incorporated herein by reference
to Exhibit 4.4(b) of the Company's Annual Report on Form 10-K
for the year ended December 31, 1993).
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<PAGE>
4.4 Form of Convertible Notes Indenture, dated as of December 15,
1993, by and between the Company and First Bank National
Association, a National Association, as Trustee, with respect
to the Company's 8 3/4% Convertible Subordinated Notes due
2005, including form of Convertible Note (incorporated herein
by reference to Exhibit 4.2 of the Company's Form 8-K dated
January 11, 1994).
4.5 Form of Senior Notes Registration Rights Agreement, dated as
of December 28, 1993, by and among the Company, the Guarantors
named therein and the Purchasers who are signatories thereto,
with respect to the Company's Senior Notes (incorporated
herein by reference to Exhibit 4.3 of the Company's Form 8-K
dated January 11, 1994).
4.6 Form of Convertible Notes Registration Rights Agreement, dated
as of December 28, 1993, by and between the Company and the
Purchasers who are signatories thereto, with respect to the
Company's Convertible Subordinated Notes (incorporated herein
by reference to Exhibit 4.4 of the Company's Form 8-K dated
January 11, 1994).
4.7 Guaranty Agreement between the Company as guarantor and Bank
One, Denver, N.A., as Trustee under Indenture of Trust dated
as of June 1, 1994 between it and Superior Metropolitan
District No. 1 dated as of June 1, 1994 (incorporated herein
by reference to Exhibit 10.1 of the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1994).
4.8 Guaranty Agreement between the Company as guarantor and Bank
One, Denver, N.A., as Trustee under Indenture of Trust dated
as of June 1, 1994 between it and Superior Metropolitan
District No. 2, dated as of June 1, 1994 (incorporated herein
by reference to Exhibit 10.2 of the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1994).
4.9 Credit Agreement dated as of April 10, 1996 among Richmond
American Homes of California, Inc., Richmond American Homes
of Maryland, Inc., Richmond American Homes of Nevada, Inc.,
Richmond American Homes of Virginia, Inc., Richmond American
Homes, Inc., Richmond Homes, Inc. I and Richmond Homes,
Inc. II as Borrowers and the Banks Named Herein as Banks
and Bank One, Arizona, NA as Agent (the "Credit Agreement")
(incorporated herein by reference to Exhibit 4.1 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996).
4.10 Schedule "2.21" to Credit Agreement--Terms Relating to Last 24
Months of Term/No Extension (incorporated herein by reference
to
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<PAGE>
Exhibit 4.2 of the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996).
4.11 Schedule "2.22" to Credit Agreement--Terms Relating to
Conversion Period (incorporated herein by reference to Exhibit
4.3 of the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996).
4.12 Guaranty of Credit Agreement dated as of April 10, 1996 by
M.D.C. Holdings, Inc. (incorporated herein by reference
to Exhibit 4.4 of the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996).
4.13 Form of Promissory Note of Richmond American Homes of
California, Inc., Richmond American Homes of Maryland, Inc.,
Richmond American Homes of Nevada, Inc., Richmond American
Homes of Virginia, Inc., Richmond American Homes, Inc.,
Richmond Homes, Inc. I and Richmond Homes, Inc. II as Makers
dated April __, 1996 (incorporated herein by reference to
Exhibit 4.5 of the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996).
5 Opinion of Daniel S. Japha, Esq.
10.1 M.D.C. Holdings, Inc. Executive Officer Performance-Based
Compensation Plan (incorporated herein by reference to
Exhibit A to the Company's Proxy Statement dated
March 25, 1994 related to the 1994 Meeting of Shareowners).
15 Letter regarding Unaudited Interim Financial Information.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Daniel S. Japha (filed as part of Exhibit 5 above).
25 Statement of eligibility and qualification on Form T-1 of
First Bank National Association, dated February 8, 1994
(incorporated herein by reference to Exhibit 25 of the
Company's Registration Statement on Form S-3, Registration No.
33-52241).
27.1 Financial Data Schedule (incorporated herein by reference to
Exhibit 27 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994).
II-4
<PAGE>
27.2 Financial Data Schedule (incorporated herein by reference to
Exhibit 27 to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996).
99.1 M.D.C. Holdings, Inc. Executive Stock Option Purchase
Program (incorporated herein by reference to Exhibit 10.1 of
the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995).
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.
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.
II-5
<PAGE>
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-6
<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 November 18, 1996.
M.D.C. HOLDINGS, INC.
By:/s/ Paris G. Reece III
--------------------------------
Paris G. Reece III
Senior Vice President, Treasurer and Chief
Financial Officer (principal financial and
accounting officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
of the Registrant, by virtue of their signatures to this report, appearing
below, hereby constitute and appoint Larry A. Mizel and Paris G. Reece III, or
any one of them, with full power of substitution, as attorneys-in-fact in their
names, places and steads to execute any and all amendments to this report in the
capacities set forth opposite their names and hereby ratify all that said
attorneys-in-fact 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
LARRY A. MIZEL Chairman of the Board, November 18, 1996
- ----------------------------- President and Chif
Larry A. Mizel Executive Officer
DAVID D. MANDARICH Executive Vice President-- November 18, 1996
- ----------------------------- Real Estate, Chief Operating
David D. Mandarich Officer and Director
II-7
<PAGE>
PARIS G. REECE III Senior Vice President, November 18, 1996
- ----------------------------- Treasurer and Chief
Paris G. Reece III Financial Officer
(principal financial and
accounting officer)
GILBERT GOLDSTEIN Director November 18, 1996
- ------------------------------
Gilbert Goldstein
WILLIAM B. KEMPER Director November 18, 1996
- ------------------------------
William B. Kemper
STEVEN J. BORICK Director November 18, 1996
- ------------------------------
Steven J. Borick
HERBERT T. BUCHWALD Director November 18, 1996
- -------------------------------
Herbert T. Buchwald
<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 November 18, 1996.
M.D.C. HOLDINGS, INC.
By:/s/Paris G. Reece III
------------------------------
Paris G. Reece III
Senior Vice President, Treasurer and Chief
Financial Officer (principal financial and
accounting officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers
and directors of the Registrant, by virtue of their signatures to this report,
appearing below, hereby constitute and appoint Larry A. Mizel and Paris G. Reece
III, or any one of them, with full power of substitution, as attorneys-in-fact
in their names, places and steads to execute any and all amendments to this
report in the capacities set forth opposite their names and hereby ratify all
that said attorneys-in-fact 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 Board, November 18, 1996
- ------------------------ President and Chief
Larry A. Mizel Executive Officer
/s/ David D. Mandarich Executive Vice President-- November 18, 1996
- ------------------------ Real Estate, Chief Operating
David D. Mandarich Officer and Director
<PAGE>
/s/ Paris G. Reece III Senior Vice President, November 18, 1996
- ------------------------ Treasurer and Chief
Paris G. Reece III Financial Officer
(principal financial and
accounting officer)
/s/ Gilbert Goldstein Director November 18, 1996
- ------------------------
Gilbert Goldstein
/s/ William B. Kemper Director November 18, 1996
- ------------------------
William B. Kemper
/s/ Steven J. Borick Director November 18, 1996
- ------------------------
Steven J. Borick
/s/ Herbert T. Buchwald Director November 18, 1996
- ------------------------
Herbert T. Buchwald
Exhibit 5
M.D.C. HOLDINGS, INC.
3600 South Yosemite, Suite 900
Denver, Colorado 80237
(303) 773-1100
November 26, 1996
M.D.C. Holdings, Inc.
3600 South Yosemite
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 (Number 33-______), which relates to the registration of 37,124 shares
of the $.01 par value Common Stock of the Company (the "Shares") owned by
Messrs. Larry A. Mizel and David D. Mandarich.
I have examined such corporate records of the Company and such other
documents as I have deemed appropriate to render this opinion.
Based upon the foregoing, I am of the opinion that the Shares have been
legally issued, fully paid and are non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus that is a part of the Registration Statement.
Sincerely,
/s/ Daniel S. Japha
---------------------------
Daniel S. Japha
General Counsel - Corporate
and Secretary
DSJ:pfs
950 Seventeenth Street Telephone 303 893 8100
Suite 2500
Denver, CO 80202
Price Waterhouse LLP
Exhibit No. 15
November 27, 1996
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 24, 1996 (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 November 27, 1996. We are also
aware of our responsibilities under the Securities Act of 1933.
Yours very truly,
/s/Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
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 20, 1996 appearing on page F-2 of M.D.C.
Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1995. We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Denver, Colorado
November 27, 1996
