As Filed with the Securities and Exchange Commission on October 29, 1997
Registration No. 333-36631
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
M.D.C. Holdings, Inc.
Co-Registrants are listed after the cover page.
(Exact name of registrant as specified in charter)
Delaware 84-0622967
(State or other jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or organization)
3600 S. Yosemite Street
Suite 900
Denver, Colorado 80237
(303) 773-1100
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Daniel S. Japha, Esq. Copy to:
Secretary and General Counsel - Corporate Nick Nimmo, Esq.
M.D.C. Holdings, Inc. Holme Roberts & Owen LLP
3600 S. Yosemite Street, Suite 900 1700 Lincoln Street, Suite 4100
Denver, Colorado 80237 Denver, Colorado 80203
(303) 773-1100 (303) 861-7000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement as determined by
market conditions.
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 in connection with
dividend or interest reinvestment plans, check the following box. /x /
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement from the same offering. / / ..............
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / / ..............
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
THE 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>
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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.
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PROSPECTUS
------------
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED , 1997
----------
$300,000,000
[GRAPHIC OMITTED]
M.D.C. HOLDINGS, INC.
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
---------
M.D.C. Holdings, Inc. ("MDC" or the "Company") may offer from time to
time in one or more series: (i) its unsecured debt securities ("Debt
Securities"), (ii) shares of its preferred stock, $.01 par value per share
("Preferred Stock") and (iii) shares of its common stock, $.01 par value per
share ("Common Stock"), with an aggregate public offering price of up to
$300,000,000 in amounts, at prices and on terms to be determined at the time of
offering. The Debt Securities, Preferred Stock and Common Stock (collectively,
the "Securities") may be offered separately or together, in separate series, in
amounts, at prices and on terms to be set forth in one or more supplements to
this Prospectus (each, a "Prospectus Supplement").
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The specific terms of the Securities for which this Prospectus is being
delivered will be set forth in the applicable Prospectus Supplement. In the case
of Debt Securities, the specific terms will include the title, aggregate
principal amount, ranking, form (which may be registered or bearer, or
certificated or global), authorized denominations, maturity, rate (or manner of
calculation thereof) and time of payment of interest, guarantees thereof (if
any), terms for redemption at the option of the Company or repayment at the
option of the holder, terms for sinking fund payments, terms for conversion into
Common Stock or Preferred Stock, covenants and any initial public offering
price. In the case of Preferred Stock, the specific terms to be described in a
Prospectus Supplement will include the designation and stated value per share,
any dividend, liquidation, redemption, conversion, voting and other rights, and
any initial public offering price. In the case of Common Stock, the specific
terms to be described in a Prospectus Supplement will include any initial public
offering price.
The applicable Prospectus Supplement also will contain information,
where appropriate, about certain United States federal income tax considerations
relating to, and any listing on a securities exchange of, the Securities covered
by such Prospectus Supplement.
The Securities may be offered by the Company directly to one or more
purchasers, through agents designated from time to time by the Company or to or
through underwriters or dealers. If any agents or underwriters are involved in
the sale of any of the securities, their names, and any applicable purchase
price, fee, commission or discount arrangement between or among them will be set
forth, or will be calculable from the information set forth, in an accompanying
Prospectus Supplement. See "Plan of Distribution." No Securities may be sold
without delivery of a Prospectus Supplement describing the method and terms of
the offering of such Securities.
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 date of this Prospectus is , 1997
-------------
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AVAILABLE INFORMATION
The Company and certain of its subsidiaries that are co-registrants
have filed jointly with the Securities and Exchange Commission (the
"Commission") a registration statement (together with all amendments and
exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Securities that are
being offered by this Prospectus. This Prospectus is part of the Registration
Statement, but does not contain all of the information set forth in the
Registration Statement. Certain parts of the Registration Statement are omitted
from this Prospectus in accordance with the rules and regulations of the
Commission. For further information about the Company and the Securities,
interested persons are referred to the Registration Statement.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance
with those requirements, MDC files reports, proxy and information statements and
other information with the Commission. The Registration Statement, as well as
such reports, proxy and information statements and other information filed by
the Company with the Commission, may be inspected and copied (at prescribed
rates) at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the Commission's
regional offices located at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New
York, New York 10048. The Commission also maintains an Internet Web Site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding MDC that are filed electronically with the
Commission. In addition, such reports, proxy and information statements and
other information concerning the Company may be inspected at the offices of the
New York Stock Exchange, at 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 1-8951) pursuant to the Exchange Act are incorporated into this Prospectus
by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(ii) the Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1997 and June 30, 1997; and
(iii) The Company's Current Report on Form 8-K dated October 22,
1997.
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 Securities offered hereby (except for
portions of such documents not deemed to be filed) shall be deemed incorporated
by reference into this Prospectus and to be a part hereof from the date such
documents are filed.
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Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference in this Prospectus will
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in the applicable Prospectus
Supplement or in any subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded will not be deemed to constitute a part
of this Prospectus, except as so modified or superseded.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of each document incorporated herein by reference (not including
the exhibits to those documents, unless the exhibits are specifically
incorporated by reference therein or herein). Requests for such copies should be
directed to: Daniel S. Japha, Secretary, M.D.C. Holdings, Inc., 3600 South
Yosemite Street, Suite 900, Denver, Colorado 80237, (303) 773-1100.
THE COMPANY
M.D.C. Holdings, Inc. is a Delaware corporation which originally was
incorporated in Colorado in 1972. The Company is one of the ten largest
homebuilders in the United States, building homes under the name "Richmond
American Homes." MDC is a major regional homebuilder, with a significant
presence in a number of selected growth markets. The Company is the largest
homebuilder in Denver; among the top five builders in Riverside County,
California, Northern Virginia, suburban Maryland, Tucson and Colorado Springs;
among the top ten builders in Phoenix; and has a growing presence in Orange,
Ventura, San Bernardino, Los Angeles and San Diego Counties, California and Las
Vegas. The Company also builds homes in Sacramento and the San Francisco Bay
area.
The Company's strategy is to build quality homes at affordable prices,
generally for the first-time and move-up buyer. Homes are constructed according
to designs based on local customer preferences. The Company, as the general
contractor, supervises construction of all of its projects and employs
subcontractors for site development and home construction. The Company generally
builds single-family detached homes except in Northern Virginia and suburban
Maryland, where MDC also builds a significant number of townhomes.
Homes are built and sold by wholly owned subsidiaries of the Company.
The base prices for these homes range from approximately $80,000 to $400,000,
although the Company builds homes with prices as high as $700,000. The Company's
average sales prices per home closed in 1996 and the first six months of 1997
were $177,000 and $178,900, respectively.
HomeAmerican Mortgage Corporation ("HomeAmerican"), a wholly owned
subsidiary of MDC, is a full service mortgage lender originating mortgage loans
primarily for MDC's
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home buyers through offices located in each of MDC's markets. As the principal
originator of mortgage loans for MDC's home buyers, HomeAmerican is an integral
part of MDC's homebuilding operations.
The principal executive offices of the Company are located at 3600 S.
Yosemite Street, Suite 900, Denver, Colorado 80237 (telephone (303) 773-1100).
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Securities
for general corporate purposes.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratio of earnings to
fixed charges for the Company for the periods indicated:
<TABLE>
<CAPTION>
Six Months
Ended
June 30, Fiscal Year Ended December 31,
---------------- ------------------------------
1997 1996 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges
(unaudited) <F1>................. 2.02 1.89 2.02 1.79 1.81 1.71 1.61
- ---------------------------
<F1> In computing the ratio of earnings to fixed charges, fixed charges
consist of homebuilding and corporate interest expense plus (i)
amortization and expensing of debt expenses; (ii) amortization of
discount or premium relating to indebtedness; and (iii) capitalized
interest. Earnings are computed by adding fixed charges (except
capitalized interest) and amortization of previously capitalized
interest during the period to pretax earnings from continuing
operations.
</TABLE>
DESCRIPTION OF DEBT SECURITIES
GENERAL
The Debt Securities will be direct unsecured obligations of the Company
and may be either senior Debt Securities ("Senior Debt Securities"), senior
subordinated Debt Securities ("Senior Subordinated Debt Securities") or junior
subordinated Debt Securities ("Junior
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Subordinated Debt Securities"). The Debt Securities will be issued under one or
more indentures, each dated as of a date prior to the issuance of the Debt
Securities to which the indenture relates. Senior Debt Securities, Senior
Subordinated Debt Securities and Junior Subordinated Debt Securities may be
issued pursuant to separate indentures (respectively, a "Senior Indenture", a
"Senior Subordinated Indenture" and a "Junior Subordinated Indenture"), in each
case between the Company and a trustee (the "Trustee"), which may be the same
Trustee, and in the form that has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part, subject to such amendments or
supplements as may be adopted from time to time. The Senior Indenture, the
Senior Subordinated Indenture and the Junior Subordinated Indenture, as amended
or supplemented from time to time, are sometimes hereinafter referred to
individually as an "Indenture" and collectively as the "Indentures." The
Indentures will be subject to and governed by the Trust Indenture Act of 1939,
as amended (the "TIA"). The statements made relating to the Debt Securities and
the Indentures are summaries of the anticipated provisions thereof, do not
purport to be complete and are qualified in their entirety by reference to the
Indentures, the applicable Prospectus Supplements and such Debt Securities.
Capitalized terms used herein and not defined shall have the meanings
assigned to them in the applicable Indenture.
TERMS
The Debt Securities will be direct, unsecured obligations of the
Company. The indebtedness represented by Senior Subordinated Debt Securities or
Junior Subordinated Debt Securities will be subordinated in right of payment to
the prior payment in full of senior Indebtedness of the Company. The particular
terms of the Debt Securities offered by a Prospectus Supplement and any
applicable federal income tax considerations will be described in the applicable
Prospectus Supplement. Accordingly, for a description of the terms of any series
of Debt Securities, reference must be made to both the Prospectus Supplement
relating thereto and the description of the Debt Securities set forth in this
Prospectus.
Except as set forth in any Prospectus Supplement, the Debt Securities
may be issued without limit as to aggregate principal amount, in one or more
series. Specific terms of each series of debt securities will be contained in
authorizing resolutions or a supplemental indenture and described in an
applicable Prospectus Supplement. All Debt Securities of one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the holders of the Debt Securities of such
series, for issuance of additional Debt Securities of such series.
The Prospectus Supplement relating to the series of Debt Securities
being offered will describe the specific terms of the Debt Securities. The
following summarizes certain general terms and provisions of the Indentures and
the Debt Securities.
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(1) The title of such Debt Securities and whether such Debt
Securities are Senior Debt Securities, Senior Subordinated
Debt Securities or Junior Subordinated Debt Securities;
(2) The aggregate principal amount of such Debt Securities and any
limit on such aggregate principal amount;
(3) The price (expressed as a percentage of the principal amount
thereof) at which such Debt Securities will be issued and, if
other than the principal amount thereof, the portion of the
principal amount thereof payable upon declaration of
acceleration of the maturity thereof, or (if applicable) the
portion of the principal amount of such Debt Securities that
is convertible into Common Stock or Preferred Stock, and the
method by which any such portion shall be determined;
(4) If convertible, the terms on which such Debt Securities are
convertible, including the initial conversion price or rate
and the conversion period and any applicable limitations on
the ownership or transferability of the Common Stock or
Preferred Stock receivable on conversion;
(5) The date or dates, or the method for determining such date or
dates, on which the principal of such Debt Securities will be
payable;
(6) The rate or rates (which may be fixed or variable), or the
method by which such rate or rates shall be determined, at
which such Debt Securities will bear interest, if any;
(7) The date or dates, or the method for determining such date or
dates, from which any such interest will accrue, the date or
dates on which any such interest will be payable, the record
date or dates for such interest payments, or the method by
which such date or dates shall be determined, the persons to
whom such interest shall be payable, and the basis upon which
interest shall be calculated if other than that of a 360-day
year of twelve 30-day months;
(8) The place or places where the principal of and interest, if
any, on such Debt Securities will be payable, where such Debt
Securities may be surrendered for registration of transfer or
exchange and where notices or demands to or upon the Company
in respect of such Debt Securities and the applicable
Indenture may be served;
(9) The period or periods, if any, within which, the price or
prices at which, and the other terms and conditions upon
which, such Debt Securities may, pursuant to
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any optional or mandatory redemption provisions, be redeemed,
as a whole or in part, at the option of the Company;
(10) The obligation, if any, of the Company to redeem, repay or
purchase such Debt Securities pursuant to any sinking fund or
analogous provision or at the option of a holder thereof, and
the period or periods within which, the price or prices at
which and the other terms and conditions upon which such Debt
Securities will be redeemed, repaid or purchased, as a whole
or in part, pursuant to such obligation;
(11) Any changes to the Events of Default (as defined in the
Indenture) of the Company with respect to Debt Securities of
the series, whether or not such Events of Default are
consistent with the Events of Default described herein;
(12) The applicability, if any, of the defeasance and covenant
defeasance provisions of the Indenture to the Debt Securities
of the series;
(13) Any guarantees by subsidiaries of the Company that may
guarantee the Debt Securities, including the terms of any
subordination of any such guarantee to other obligations of
the Company;
(14) Any other terms of the series (which terms shall not be
inconsistent with the provisions of the Indenture under which
the Debt Securities are issued).
If so provided in the applicable Prospectus Supplement, the Debt
Securities may be issued at a discount below their principal amount and provide
for less than the entire principal amount thereof to be payable upon declaration
of acceleration of the maturity thereof ("Original Issue Discount Securities").
In such cases, all material U.S. federal income tax, accounting and other
considerations applicable to Original Issue Discount Securities will be
described in the applicable Prospectus Supplement.
Except as may be set forth in any Prospectus Supplement, the Debt
Securities will not contain any provisions that would limit the ability of the
Company to incur indebtedness or that would afford holders of Debt Securities
protection in the event of a highly leveraged or similar transaction involving
the Company or in the event of a change of control. The applicable Prospectus
Supplement will contain information with respect to any deletions from,
modifications of, or additions to, the events of default or covenants of the
Company that are described below, including any addition of a covenant or other
provision providing event risk or similar protection.
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CERTAIN COVENANTS
The applicable Prospectus Supplement will describe any material
covenants to which a series of Debt Securities will be subject.
EVENTS OF DEFAULT, NOTICE AND WAIVER
The applicable Prospectus Supplement and each Indenture will provide
the events that constitute "Events of Default" with respect to any series of
Debt Securities issued thereunder, including the following: (a) default in the
payment of any interest on any Debt Security of such series when such interest
becomes due and payable that continues for a period of 30 days; (b) default in
the payment of the principal of any Debt Security of such series when due and
payable; (c) default in the performance, or breach of any other covenant or
warranty of the Company in the applicable Indenture with respect to the Debt
Securities of such series and continuance of such default or breach for a period
of 90 days after written notice as provided in the Indenture; and (d) any other
event of default provided with respect to a particular series of Debt
Securities.
If an Event of Default under any Indenture occurs and is continuing,
then the applicable Trustee or the holders of not less than 25% in principal
amount of the Debt Securities of that series will have the right to declare the
principal amount (or, if the Debt Securities of that series are Original Issue
Discount Securities or indexed securities, such portion of the principal amount
as may be specified in the terms thereof) of all the Debt Securities of that
series to be due and payable immediately by written notice thereof to the
Company (and to the applicable Trustee if given by the holders). However, at any
time after such a declaration of acceleration with respect to Debt Securities of
such series has been made, but before a judgment or decree for payment of the
money due has been obtained by the applicable Trustee, the holders of not less
than a majority of the principal amount of outstanding Debt Securities of such
series may rescind and annul the acceleration if all conditions set forth in the
applicable Indenture are met. The Indentures also will provide that the holders
of not less than a majority of the principal amount of the outstanding Debt
Securities of any series may waive any past default with respect to such series
and its consequences, except a default (i) in the payment of the principal of or
interest on any Debt Security of such series or (ii) in respect of a covenant or
provision contained in the applicable Indenture that cannot be modified or
amended without the consent of the holder of each outstanding Debt Security
affected thereby.
The Indentures will provide for other procedures that may be followed
by holders of Debt Securities, the Trustee of any series of Debt Securities, or
both, upon the occurrence of an Event of Default.
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MODIFICATION OF THE INDENTURES
Modifications and amendments of an Indenture will be permitted only
with the consent of the holders of not less than a majority in principal amount
of all outstanding Debt Securities issued under such Indenture affected by such
modification or amendment. No such modification or amendment may, without the
consent of the holder of each such Debt Security affected thereby, (a) reduce
the amount of Debt Securities whose holders must consent to an amendment,
supplement or waiver; (b) reduce the rate of or change the time for payment of
interest, including defaulted interest, on any Debt Security; (c) reduce the
principal of or change the fixed maturity of any Debt Security or alter the
provisions (including related definitions) with respect to redemption of Debt
Securities or with respect to any obligations on the part of the Company to
offer to purchase or to redeem Debt Securities; (d) modify the ranking or
priority of the Debt Securities or any guarantee thereof; (e) release any
guarantor from any of its obligations under its guarantee otherwise than in
accordance with the terms of the applicable Indenture; (f) waive a continuing
Default or Event of Default in the payment of the principal of or interest on
any Debt Security; or (g) make any Debt Security payable at a place or in money
other than that stated in the Debt Security, or impair the right of any holder
of Debt Securities to bring suit.
The holders of a majority in aggregate principal amount of the
outstanding Debt Securities of each series may, on behalf of all holders of Debt
Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive covenants of the applicable
Indenture.
Certain modifications and amendments of an Indenture will be permitted
to be made by the Company and the respective Trustee thereunder without the
consent of any holder of Debt Securities as set forth in the applicable
Indenture and as described in the applicable Prospectus Supplement.
SUBORDINATION
Senior Subordinated Debt Securities and Junior Subordinated Debt
Securities, if any, will be subject to the subordination provisions set forth in
the applicable Prospectus Supplement.
If this Prospectus is being delivered in connection with a series of
Senior Subordinated Debt Securities or Junior Subordinated Debt Securities, the
accompanying Prospectus Supplement or the information incorporated herein by
reference will set forth the approximate amount of Senior Indebtedness (as
defined in the applicable Indenture) outstanding as of the end of the Company's
most recent fiscal quarter.
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DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
Unless otherwise indicated in the applicable Prospectus Supplement, the
Company will be permitted, at its option, to discharge certain obligations to
holders of any series of Debt Securities issued under any Indenture that have
not already been delivered to the applicable Trustee for cancellation by
irrevocably depositing with the applicable Trustee, in trust, funds in an amount
sufficient to pay the entire indebtedness on such Debt Securities in respect of
principal and interest to the date of such deposit (if such Debt Securities have
become due and payable) or to the stated maturity or redemption date, as the
case may be.
The Indentures will provide that, unless otherwise indicated in the
applicable Prospectus Supplement, the Company may elect either (a) to defease
and be discharged from any and all obligations with respect to such Debt
Securities (except for the obligations to register the transfer or exchange of
such Debt Securities, to replace temporary or mutilated, destroyed, lost or
stolen Debt Securities, to maintain an office or agency in respect of such Debt
Securities, and to hold moneys for payment in trust) ("defeasance") or (b) to be
released from certain obligations with respect to such Debt Securities under the
applicable Indenture or, if provided in the applicable Prospectus Supplement,
its obligations with respect to any other covenant, and any omission to comply
with such obligations shall not constitute an Event of Default with respect to
such Debt Securities ("covenant defeasance"), in either case upon the
irrevocable deposit by the Company with the applicable Trustee, in trust, of an
amount, which through the scheduled payment of principal and interest in
accordance with their terms will provide money in an amount sufficient to pay
the principal of and interest on such Debt Securities, and any mandatory sinking
fund or analogous payments thereon, on the scheduled due dates therefor.
Such a trust will be permitted to be established only if, among other
conditions, the Company has delivered to the applicable Trustee an opinion of
counsel to the effect that the holders of such Debt Securities will not
recognize income, gain or loss for U.S. federal income tax purposes as a result
of such defeasance or covenant defeasance and will be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance or covenant defeasance had not
occurred. In the event of such defeasance, the holders of such Debt Securities
would thereafter be able to look only to such trust fund for payment of
principal and interest.
The applicable Prospectus Supplement may further describe the
provisions and additional conditions, if any, permitting such defeasance or
covenant defeasance, including any modifications to the provisions described
above, with respect to the Debt Securities or a particular series.
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BOOK-ENTRY SYSTEM
The Debt Securities of a series may be issued in whole or in part in
the form of one or more global securities ("Global Securities"). Global
Securities will be deposited with, or on behalf of, a depository (the
"Depository") identified in the Prospectus Supplement relating to such series.
Global Securities, if any, issued in the United States are expected to be
deposited with The Depository Trust Company ("DTC"). Global Securities may be
issued in fully registered form and may be issued in either temporary or
permanent form. Unless and until it is exchanged in whole or in part for the
individual Debt Securities represented thereby, a Global Security may not be
transferred except as a whole by the Depository for such Global Security to a
nominee of such Depository or by a nominee of such Depository to such Depository
or another nominee of such Depository or by such Depository or any nominee of
such Depositor to a successor Depository or any nominee of such successor. The
specific terms of the depository arrangement with respect to a series of Debt
Securities will be described in the Prospectus Supplement relating to such
series.
PAYMENT AND PAYING AGENTS
Unless otherwise specified in the applicable Prospectus Supplement, the
principal of and interest on any series of Debt Securities will be payable at
the corporate trust office of the Trustee, the address of which will be stated
in the applicable Prospectus Supplement; provided that, at the option of the
Company, payment of interest may be made by check mailed to the address of the
person entitled thereto as it appears in the applicable register for such Debt
Securities or by wire transfer of funds to such person at an account maintained
within the United States.
All moneys paid by the Company to a paying agent or a Trustee for the
payment of the principal of or interest on any Debt Security which remain
unclaimed at the end of two years after such payment has become due and payable
will be repaid to the Company, and the holder of such Debt Security thereafter
may look only to the Company for payment thereof.
DESCRIPTION OF PREFERRED STOCK
The description of the Company's preferred stock, par value $.01 per
share("Preferred Stock"), set forth below does not purport to be complete and is
qualified in its entirety by reference to the Company's Certificate of
Incorporation, as amended (the "Certificate of Incorporation") and amended
By-laws (the "Bylaws").
GENERAL
Under the Certificate of Incorporation, the Company has authority to
issue up to 25 million shares of Preferred Stock, none of which were issued and
outstanding as of August 31,
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1997. Shares of Preferred Stock may be issued from time to time, in one or more
series, as authorized by the Board of Directors of the Company with any terms,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and terms or
conditions of redemption (collectively, the "Terms of the Preferred Stock"), as
are determined by the Company's Board of Directors and permitted by Delaware
law. At such time as MDC's Board of Directors determines the Terms of the
Preferred Stock, such terms will be set forth in a Certificate of Designations
to be filed with the Secretary of State of Delaware. Upon filing, the
Certificate of Designations will constitute an amendment to the Certificate of
Incorporation pursuant to the Delaware General Corporation Law (the "DGCL"). The
Preferred Stock will, when issued, be fully paid and nonassessable and will have
no preemptive rights. The Company's Board of Directors could authorize the
issuance of shares of Preferred Stock with terms and conditions that could have
the effect of discouraging a takeover or other transaction that holders of
Common Stock might believe to be in their best interests or in which holders of
some, or a majority, of the shares of Common Stock might receive a premium for
their shares over the then market price of such shares of Common Stock.
TERMS
The Terms of the Preferred Stock will be described in any Prospectus
Supplement related to the Preferred Stock and may include the following:
(1) The title and stated value of such Preferred Stock;
(2) The number of shares of such Preferred Stock offered and the
offering price and liquidation preference per share of such
Preferred Stock;
(3) The dividend rate(s), period(s) and/or payment date(s) or
method(s) of calculation thereof applicable to such Preferred
Stock;
(4) The date from which dividends on such Preferred Stock shall
accumulate, if applicable;
(5) The procedures for any auction and remarketing, if any, for
such Preferred Stock;
(6) The provision for a sinking fund, if any, for such Preferred
Stock;
(7) The provision for redemption, if applicable, of such Preferred
Stock;
(8) Any voting rights of holders of the Preferred Stock;
13
<PAGE>
(9) Any other specific terms, preferences, rights, limitations or
restrictions of such Preferred Stock;
(10) The relative ranking and preference of such Preferred Stock as
to dividend rights and rights upon liquidation, dissolution or
winding up of the affairs of the Company;
(11) Any limitations on issuance of any series of Preferred Stock
ranking senior to or on a parity with such series of Preferred
Stock as to dividend rights and rights upon liquidation,
dissolution or winding up of the affairs of the Company; and
(12) The terms and conditions, if applicable, upon which such
Preferred Stock will be convertible into or participate in
dividends, if any, paid on the Common Stock, including the
conversion price (or manner of calculation thereof).
TRANSFER AGENT
The transfer agent and registrar for the Preferred Stock will be set
forth in the applicable Prospectus Supplement.
DESCRIPTION OF COMMON STOCK
The Company has authorized 100,000,000 shares of Common Stock, $.01 par
value ("Common Stock").
At September 12, 1997, approximately 23,493,919 shares of the Common
Stock were issued and approximately 17,590,763 shares were 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,
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
14
<PAGE>
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 of
Incorporation) 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 of Incorporation 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.
The transfer agent and registrar for the Common Stock is Continental
Stock Transfer & Trust Company, New York, New York.
PLAN OF DISTRIBUTION
The Company may sell the Securities offered hereby (i) through agents;
(ii) through underwriters; (iii) through dealers; (iv) directly to purchasers
(through a specific bidding or auction process or otherwise); or (v) through a
combination of any such methods of sale. The distribution of Securities may be
effected from time to time in one or more transactions at a fixed price or
prices, which may be changed, or at market prices prevailing at the time of the
sale, at prices relating to such prevailing market prices or at negotiated
prices.
Each Prospectus Supplement will set forth the terms of the offering of
the particular issuance of Securities to which such Prospectus Supplement
relates, including (i) the name
15
<PAGE>
or names of any underwriters or agents with whom the Company has entered into
arrangements with respect to the sale of such Securities; (ii) the initial
public offering or purchase price of such Securities; (iii) any underwriting
discounts, commissions and other items constituting underwriters' compensation
from the Company and any other discounts, concessions, or commissions allowed or
reallowed or paid by any underwriters to other dealers; and (iv) the securities
exchange, if any, on which such Securities will be listed.
If an underwriter or underwriters are utilized in the sale of
Securities, the Company will execute an underwriting agreement with such
underwriter or underwriters at the time an agreement for such sale is reached,
and the names of the specific managing underwriter or underwriters, as well as
any other underwriters, and the terms of the transactions, including
compensation of the underwriters and dealers, if any, will be set forth in the
applicable Prospectus Supplement, which will be used by the underwriters to make
resales of the Securities.
If a dealer is utilized in the sale of the Securities, the Company will
sell such Securities to the dealer, as principal. The dealer may then resell
such Securities to the public at varying prices to be determined by such dealer
at the time of resale. The name of the dealer and the terms of the transactions
will be set forth in the applicable Prospectus Supplement relating thereto.
Offers to purchase the Securities may be solicited directly by the
Company and sales thereof may be made by the Company directly to institutional
investors or others. The terms of any such sales, including the terms of any
bidding or auction process, if utilized, will be described in the applicable
Prospectus Supplement.
Agents, underwriters and dealers may be entitled under agreements which
may be entered into with the Company to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, and any
such agents, underwriters or dealers, or their affiliates may be customers of,
engage in transactions with or perform services for, the Company in the ordinary
course of business.
If so indicated in the applicable Prospectus Supplement, the Company
will authorize agents, underwriters and other persons to solicit offers by
certain institutions to purchase Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions with
such contracts may include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions and
others, but in all cases such institutions must be approved by the Company. The
obligations of any purchaser under any such contract will be subject to the
condition that the purchaser of the Securities shall not at the time of delivery
be prohibited under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such other agents will not have any responsibility
in respect of the validity or performance of such contracts.
16
<PAGE>
The Company may grant underwriters who participate in the distribution
of Securities an option to purchase additional Securities to cover
over-allotments, if any.
The place and date of delivery for Securities in respect of which this
Prospectus is being delivered will be set forth in the applicable Prospectus
Supplement.
Unless otherwise indicated in the applicable Prospectus Supplement, the
Securities in respect of which this Prospectus is being delivered will be a new
issue of securities, will not have an established trading market when issued and
will not be listed on any securities exchange. Any underwriters or agents to or
through whom such Securities are sold by the Company for public offering and
sale may make a market in such Securities, but such underwriters or agents will
not be obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given as to the liquidity of the trading
market for any such Securities.
LEGAL MATTERS
Certain matters with respect to the legality and binding nature of the
Securities have been passed upon for the Company and the co-registrants by Holme
Roberts & Owen LLP, 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, 1996, 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.
17
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY REPRESENTATION 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. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY,
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
Page
Available Information 3
Incorporation of Certain Information by Reference 3
The Company 4
Use of Proceeds 5
Consolidated Ratio of Earnings to Fixed Charges 5
Description of Debt Securities 5
Description of Preferred Stock 12
Description of Common Stock 14
Plan of Distribution 15
Legal Matters 17
Experts 17
$300,000,000
M.D.C. HOLDINGS, INC.
DEBT SECURITIES,
PREFERRED STOCK AND
COMMON STOCK
--------------
PROSPECTUS
, 1997
18
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits.
Exhibit Number Description of Documents
- -------------- ------------------------
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 Senior Indenture by and between
M.D.C. Holdings, Inc. and ,
------------
as trustee.**
4.2(b) Form of Senior Subordinated Indenture by
and between M.D.C. Holdings, Inc. and
, as trustee.**
---------------
4.2(c) Form of Junior Subordinated Indenture by
and between M.D.C. Holdings, Inc. and
, as trustee.**
-------------------
5.1 Opinion of Holme Roberts & Owen LLP.**
12.1 Statement re computation of earnings to
fixed charges.**
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Holme Roberts & Owen LLP
(included in Exhibit 5.1).
24 Power of attorney (included on the
signature pages of the original
Registration Statement).
- -------------------
* Incorporated herein by reference.
** Filed with the original Registration Statement.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, M.D.C. Holdings, Inc. and the Co-Registrants named below certify
that they have reasonable grounds to believe that they meet all of the
requirements for filing on Form S-3 and have duly caused this Amendment No. 1
to Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado,
on the 28th day of October, 1997.
M.D.C. HOLDINGS, INC.
By: /s/ Paris G. Reece III
---------------------------
Paris G. Reece III
Senior Vice President
CO-REGISTRANTS:
RICHMOND AMERICAN HOMES OF CALIFORNIA,
INC.
RICHMOND AMERICAN HOMES OF MARYLAND,
INC.
RICHMOND AMERICAN HOMES OF NEVADA, INC.
RICHMOND AMERICAN HOMES OF VIRGINIA, INC.
By: /s/ Paris G. Reece III
----------------------------
Paris G. Reece III
Executive Vice President
RICHMOND AMERICAN HOMES OF ARIZONA, INC.
RICHMOND AMERICAN HOMES OF COLORADO,
INC.
By: /s/ Paris G. Reece III
----------------------------
Paris G. Reece III
Vice President
II-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the date indicated.
REGISTRANT OFFICERS AND DIRECTORS
Principal Executive Officer:
*
---------------------------
Larry A. Mizel,
Chairman of the Board of Directors,
President and Chief Executive Officer
Chief Operating Officer:
*
---------------------------
David D. Mandarich,
Director, Executive Vice President -
Real Estate and Chief Operating Officer
Principal Financial and Accounting Officer:
*
---------------------------
Paris G. Reece III,
Senior Vice President,
Chief Financial Officer and
Principal Accounting Officer
II-3
<PAGE>
Other Directors:
*
------------------------------
Steven J. Borick
*
------------------------------
Gilbert Goldstein
*
------------------------------
William B. Kemper
*
------------------------------
Herbert T. Buchwald
CO-REGISTRANT OFFICERS AND DIRECTORS
RICHMOND AMERICAN HOMES OF CALIFORNIA,
INC.
RICHMOND AMERICAN HOMES OF MARYLAND,
INC.
RICHMOND AMERICAN HOMES OF NEVADA, INC.
RICHMOND AMERICAN HOMES OF VIRGINIA, INC.
Principal Executive, Financial and
Accounting Officer:
*
---------------------------
Paris G. Reece III,
Executive Vice President, Director
RICHMOND AMERICAN HOMES OF ARIZONA, INC.
Principal Executive, Financial and
Accounting Officer:
*
---------------------------
Paris G. Reece III,
Vice President, Treasurer, Director
II-4
<PAGE>
RICHMOND AMERICAN HOMES OF COLORADO,
INC.
Principal Executive Officer:
*
---------------------------
David D. Mandarich,
Chairman of the Board of Directors,
President
Principal Financial and Accounting
Officer:
*
---------------------------
Paris G. Reece III,
Vice President
Other Directors:
*
-----------------------------
Steven J. Borick
*
-----------------------------
Larry A. Mizel
- --------------------------------------
* By Daniel S. Japha, Attorney-in-Fact
II-5
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Amendment No. 1 to Registration Statement on Form S-3
of our report dated February 3, 1997 appearing on page F-2 of M.D.C. Holdings,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
- ------------------------
PRICE WATERHOUSE LLP
Denver, Colorado
October 28, 1997
