<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 1995
SUBJECT TO AMENDMENT.
REGISTRATION NO. 33-63511
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAPITAL PACIFIC HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 1521 95-2956559
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
4100 MACARTHUR BOULEVARD, SUITE 200
NEWPORT BEACH, CALIFORNIA 92660
714-622-8400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ANTHONY M. LAUGHLIN, VICE PRESIDENT,
CHIEF FINANCIAL OFFICER
4100 MACARTHUR BOULEVARD, SUITE 200
NEWPORT BEACH, CALIFORNIA 92660
714-622-8400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
THE COMMISSION IS REQUIRED TO MAIL SIGNED COPIES OF ALL ORDERS, NOTICES AND
COMMUNICATIONS TO:
DAG WILKINSON, ESQUIRE
WILEY, REIN & FIELDING
1776 K STREET, N.W.
WASHINGTON, D. C. 20006
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for 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. / /
------------------------
CALCULATION OF REGISTRATION FEE
[CAPTION]
<TABLE>
<CAPTION>
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT** OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Warrants.......................... 790,000 Warrants -- -- --
Common Stock issuable upon
exercise........................ 790,000 Shares*** $3.30 $2,607,000* $898.96
Total............................. $898.96****
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</TABLE>
* Calculated based upon the exercise price of the Warrants solely for the
purpose of calculating the registration fee pursuant to Rule 457 (g).
** Calculated based upon Rule 457 (c).
*** Represents the number of shares of Common Stock initially issuable upon
exercise of the Warrants. This Registration Statement also includes such
indeterminable number of additional shares of Common Stock as may be
issuable upon exercise of the Warrants as a result of antidilution
provisions contained therein.
**** A registration fee of $898.96 has previously been paid by the Company.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
CAPITAL PACIFIC HOLDINGS, INC.
CROSS-REFERENCE SHEET PURSUANT TO ITEM 501(B) OF REGULATION S-K.
<TABLE>
<CAPTION>
ITEM IN FORM S-3 LOCATION IN PROSPECTUS
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<C> <S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus......... Forepart of the Registration
Statement; Outside Front Cover Page
of the Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus..................................... Inside Front Cover Page of
Prospectus; Outside Back Cover Page
of Prospectus
3. Summary Information; Risk Factors and Ratio of
Earnings to Fixed Charges...................... The Company; Risk Factors (Ratio of
Earnings to Fixed Charges-not
applicable)
4. Use of Proceeds.................................. Use of Proceeds
5. Determination of Offering Price.................. Not Applicable
6. Dilution......................................... Description of Securities; Dilution
7. Selling Security Holders......................... Security Selling Holders; Plan of
Distribution
8. Plan of Distribution............................. Plan of Distribution
9. Description of Securities to be Registered....... Description of Securities;
Description of the Warrants;
Description of the Common Stock
10. Interests of Named Experts and Counsel........... Experts; Legal Matters
11. Disclosure of Commission Position of
Indemnification for Securities Act
Liabilities.................................... Not Applicable
12. Information with Respect to the Registrant....... The Company; Risk Factors;
Description of Securities
</TABLE>
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED DECEMBER 29, 1995.
PROSPECTUS
CAPITAL PACIFIC HOLDINGS, INC.
790,000 WARRANTS
790,000 SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THE WARRANTS
------------------------
This Prospectus relates to the following securities of Capital Pacific
Holdings, Inc. (the "Company"): 790,000 outstanding transferable Warrants (the
"Warrants") and 790,000 shares of Common Stock, par value $.10 per share (the
"Common Stock"), issuable upon exercise of the Warrants. The Warrants are being
offered pursuant to this Prospectus, from time to time, by or for the account of
the holders of the Warrants (the "Selling Security Holders"). See "Selling
Security Holders." The Common Stock is being offered by the Company upon
exercise of the Warrants. See "Description of Securities." The proceeds from the
exercise of the Warrants, if any, will be received by the Company. The Company
will not receive any proceeds from the sales of the Warrants by the Selling
Security Holders. See "Use of Proceeds."
Each Warrant entitles the holder thereof to purchase one share of Common
Stock at an exercise price of $3.30, subject to adjustment in certain
circumstances. The Warrants are exercisable and transferable at any time after
November 14, 1995. The Warrants expire on May 1, 2002. See "Description of
Warrants."
The Selling Security Holders have advised the Company that sales of the
Warrants may be made from time to time by or for the account of the Selling
Security Holders in ordinary transactions to or through one or more brokers or
dealers or on the over-the-counter market or otherwise at prices and on terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. In connection with such sales, the Selling Security
Holders and any brokers participating in such sales may be deemed to be
"underwriters" as defined in the Securities Act of 1933, as amended. There can
be no assurance that any of the Warrants will be sold by the Selling Security
Holders. See "Plan of Distribution."
The Company has agreed to bear all expenses (other than selling expenses)
in connection with the registration of the securities hereby and to indemnify
the Selling Security Holders against certain liabilities including liabilities
under the Securities Act of 1933, as amended. See "Plan of Distribution."
The Company's Common Stock is currently traded on the American Stock
Exchange ("AMEX") under the symbol "CPH". The reported closing price of the
Common Stock on the AMEX on December 28, 1995 was $3.19 per share.
SEE "RISK FACTORS" ON PAGES 3 THROUGH 7 FOR CERTAIN INVESTMENT
CONSIDERATIONS RELATING TO THE SECURITIES OFFERED HEREBY.
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 DECEMBER 29, 1995.
<PAGE> 4
AVAILABLE INFORMATION
The Company's principal executive offices are located at 4100 MacArthur
Boulevard, Suite 200, Newport Beach, California 92660, telephone (714) 622-8400.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "SEC" or the "Commission").
Copies of such reports and other information filed by the Company can be
obtained, at prescribed rates, from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies of such material also can be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. In addition, such reports and other information can
be inspected and copied at the Public Reference Section referred to above and at
the Regional Offices of the Commission at Northwest Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60601; and 14th Floor, 75 Park
Place, New York, New York 10007. Certain securities of the Company are listed on
the AMEX, and reports and other information concerning the Company can be
inspected and copied at the offices of the American Stock Exchange, 86 Trinity
Place, New York, New York 10006-1881.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"). This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by the Company
with the SEC pursuant to the Exchange Act, are incorporated by reference in this
Prospectus and shall be deemed to be a part hereof:
1. Annual Report on Form 10-K, as amended, for the fiscal year ending
February 28, 1995;
2. Quarterly Reports on Form 10-Q for the fiscal quarters ending May 31,
1995 and August 31, 1995;
3. Current Report on Form 8-K dated November 30, 1994;
4. The description of the Company's Common Stock contained in the
registration statement (Registration No. 33-14016) filed by the Company
to register such securities under the Exchange Act, including all
amendments and reports filed for the purpose of updating such
description; and
5. All documents subsequently filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering hereunder shall be deemed to be incorporated
by reference in this Prospectus and to be made a part hereof from their
respective dates of filing.
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 other subsequently filed document that also is or is deemed 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.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents. Requests for such copies should be
directed to Anthony M. Laughlin, Chief Financial Officer, Capital Pacific
Holdings, Inc., 4100 MacArthur Boulevard, Suite 200, Newport Beach, California
92660, telephone (714) 622-8400.
2
<PAGE> 5
SELECTED INFORMATION
The following material, which is presented herein solely to furnish limited
introductory information regarding the Company, has been selected from, or is
based upon, the detailed information and financial statements appearing in the
documents incorporated herein by reference or included elsewhere in this
Prospectus, is qualified in its entirety by reference thereto and, therefore,
should be read together therewith.
RISK FACTORS
Prospective investors should review the entire Prospectus and the
information incorporated herein by reference and carefully consider, among other
factors, the following considerations.
REAL ESTATE, ECONOMIC AND CERTAIN OTHER CONDITIONS
The Company is a single-family homebuilder that is significantly affected
by real estate market conditions where its development projects are located and
in areas where its potential customers reside. The residential homebuilding
industry is cyclical and highly sensitive to changes in general national and
regional economic conditions, such as levels of employment, consumer confidence
and income, availability to homebuilders of financing for acquisitions,
development and construction, availability of financing to homebuyers for
permanent mortgages, interest rate levels and the demand for housing. Sales of
new homes are also affected by the condition of the resale market for used
homes, including foreclosed homes. Housing demand is particularly sensitive to
changes in interest rates. If mortgage interest rates increase significantly,
affecting prospective buyers' ability to obtain affordable financing for their
home purchase, the Company's sales and operating results may be adversely
affected.
The residential homebuilding industry has, from time to time, experienced
fluctuating lumber prices and supply levels and serious shortages of labor and
materials, including shortages of insulation, drywall, certain carpentry work
and cement. Delays in construction of homes due to these shortages could have an
adverse effect upon the Company's homebuilding operations. Historically, the
Company has experienced shortages of material and labor, including as the result
of labor strikes, but such strikes and other shortages have not adversely
affected the Company's ability to deliver homes on a timely schedule. However,
this may not be true with respect to any future shortages of material or labor.
Several of the Company's projects are in master-planned developments. In
these projects, the Company attempts to minimize its development costs and
entitlement risks where possible by relying upon the master-plan developer for
substantially all of the necessary infrastructure development (such as roads and
utilities) and sometimes common facilities (such as parks, pools and other
recreation facilities) outside the confines of the Company's project. Although
this approach results in a substantial reduction in the capital investment
required of the Company in a project, the Company may experience difficulty in
obtaining permits or approvals from governmental authorities or in marketing
homes in a project in the event the master-plan developer fails to complete the
required facilities on a timely basis. The master-plan developer's performance
of its obligations in this respect are generally bonded, but failure by the
developer to perform may result in a specific increase in costs and/or
difficulty or delays in marketing finished homes in the affected project.
CALIFORNIA RISKS
While the Company recently has diversified its operations into the
metropolitan areas of Las Vegas, Nevada, Austin, Texas and to a limited extent
Phoenix, Arizona, the Company currently conducts approximately 50% of its
business (on an annual revenue basis) and generates an even greater proportion
of its profits in Southern California and may continue to conduct a substantial
portion of its future homebuilding activities in that region. A weak economy in
Southern California would have a material adverse effect on the Company. The
recent Orange County bankruptcy and the bankruptcies of other businesses
affecting suppliers and subcontractors have not had a material adverse effect on
the Company's operations but other similar occurrences may have such an effect
in the future.
3
<PAGE> 6
The markets in Southern California in which the Company operates present
certain risks of natural disasters. To the extent that earthquakes, heavy rain,
droughts, wildfires or other natural disasters or similar events occur, the
homebuilding industry in general, and the Company's business in particular, may
be adversely affected. Weather conditions, including recent flooding in
California, have periodically delayed construction resulting in some adverse
effect on delivery schedules.
The risks of construction defect and other homeowner litigation is also
particularly concentrated in California. See "Litigation."
NEVADA RISKS
Las Vegas is located in a desert environment and the continued availability
of property for development is dependent on the continued availability of an
adequate water supply. For a short period beginning in 1991, the Las Vegas
Valley Water District imposed a moratorium on the issuance of new water
commitments to correct a then projected over-allocation of water commitments.
The moratorium was lifted in 1992 and, based on current population growth
forecasts and assuming completion of a new water distribution system, the Water
District estimates that the Las Vegas community's total supply of water for new
commitments will not be exhausted prior to the year 2030.
Until recently, the gaming industry was principally limited to the Nevada
and New Jersey markets. In an effort to raise revenues without increasing taxes
however, a number of states have recently legalized casino gaming and other
forms of gaming. These additional gaming venues create alternative destinations
for gamblers and tourists who might otherwise visit Nevada, the result of which
may be fewer jobs in the gaming industry in Nevada. Legalization of casino
gaming in California would have a particularly adverse impact on the gaming
market in Nevada. Given the reliance of the Nevada economy in general, and the
Las Vegas economy in particular, on gaming, a material adverse change for the
Nevada gaming industry may have a material adverse effect on the Company's
Nevada operations.
The Las Vegas population has undergone significant growth in recent years.
While the population growth has had a positive impact on the demand for housing,
there has been a corresponding increase in the demand for infrastructure to
support the increased population and housing. If developers and public
authorities are unable to timely satisfy the growth in demand for services,
additional development may be limited, which may have an adverse effect on the
homebuilding business.
RECENT OPERATING RESULTS AND CHANGE IN BUSINESS STRATEGY
The Company had significant operating losses during the fiscal years ending
February 28, 1991, 1992 and 1993, which included the 22 month period of RTC
control (November 1990 to August 1992). During much of the period of RTC
control, the Company did not acquire land or options for land for new projects.
The Company was profitable during the fiscal years ending February 28, 1994 and
1995, but it did incur losses during the first two quarters of the fiscal year
ending February 28, 1994 and during the third quarter of the fiscal year ending
February 28, 1995. The Company also experienced losses in the first two quarters
of the fiscal year ending February 29, 1996.
Since the August 1992 Acquisition, the Company changed its strategy and has
focused on: (i) recommencing California building operations; (ii) diversifying
its geographic markets to include areas outside of Southern California; (iii)
diversifying its product offerings from the Company's previous concentration on
the high end of the housing market to include also entry level and first time
move-up as well as high end homes in order to appeal to a broader customer base;
(iv) improving and broadening its capital base and sources of financial
liquidity, in particular through the Bond Offering; (v) controlling costs while
increasing operational efficiency; and (vi) reducing land and inventory risk by
avoiding speculative building, constraining project sizes, avoiding entitlement
risks and acquiring land where possible through the use of options, development
agreements and joint ventures. While the Company believes that it has made
significant progress toward implementing these strategies, there can be no
assurance that the Company will continue to be successful in implementing its
strategies or that such strategies, once implemented, will be successful.
4
<PAGE> 7
LEVERAGE AND ABILITY TO SERVICE DEBT
The Company has and will continue to have significant indebtedness. The
ability of the Company to meet its debt service obligations will be dependent
upon the future performance of the Company, which in turn will be subject to
general economic and financial conditions, including interest rates and other
factors directly affecting the homebuilding sector as well as economic
conditions in markets in which the Company's prospective homebuyers reside,
competition and other factors, including many factors beyond the Company's
control. The level of the Company's indebtedness could restrict its flexibility
in responding to changing business and economic conditions. The Company's
principal sources of liquidity are the proceeds of the Bond Offering, cash flow
from operations and additional financing permitted by the terms of the
Indenture. The Company believes that these sources of liquidity will be
sufficient to cover its debt service requirements in the near term. However, if
the Company is at any time unable to generate sufficient liquidity to service
its debt, it may be required to seek refinancing for all or a portion of that
debt or to obtain additional financing. There can be no assurance that any such
refinancing would be possible or that any additional financing could be obtained
on terms that are favorable or acceptable to the Company.
The terms of the Indenture, and the various lines of credit and certain
joint venture agreements of the Company impose restrictions on the Company's
operations and require the Company to achieve and maintain certain financial
ratios and satisfy other covenants. Such restrictions and covenants include,
among other things, limitations on the ability of the Company to incur
additional indebtedness, requirements to maintain certain levels of net worth
and to observe other covenants, and limitations on the ability of the Company to
pay dividends or make other distributions, and to enter into mergers and certain
other transactions. Obligations under the lines of credit of the Company are
secured by liens on a substantial portion of the completed and under
construction homes and lots held by the Company and certain subsidiaries.
The Company's homebuilding operations are dependent on the availability of
cost of construction and development financing and may be adversely affected by
any shortage or increased cost of such financing. The availability and cost of
financing may also be affected by, among other factors, the net worth of the
Company and the amount the Company can invest in a given project. If the Company
is at any time unsuccessful in obtaining capital and/or financing to fund its
planned project expenditures, its projects at that time may be significantly
delayed. Any such delay could result in cost increases and adversely affect the
Company's future results of operations and cash flows and profits. Moreover, any
financing that is available may be more difficult and costly to obtain than that
which has been available in the past because the traditional lending market has
changed in that many traditional sources of capital (including many savings and
loan institutions, banks and insurance companies) are no longer in the market
and many of those that remain are operating under new, more restrictive, lending
rules.
LAND ACQUISITION AND HOUSING INVENTORIES
Excess landholdings can have a negative impact on earnings and liquidity
due to the payment of required carrying charges such as interest and real
property taxes. Market conditions may adversely affect the value of land owned
by the Company, resulting in lower margins or charges against earnings. The
Company attempts to reduce these risks through constraining project size and
acquiring lots and land where possible through the use of options, development
agreements and joint ventures, thereby enabling the Company to control lots with
a smaller capital investment and to reduce land holding periods. However, there
can be no assurance that such efforts will be successful. In those instances in
which the Company acquires land without the necessary entitlements to build, it
encounters the additional risk that such entitlements will not be obtained. In
addition to land risk, the risk of holding completed housing inventory is
substantial for homebuilders due to the high inventory carrying costs. The
market value of housing inventories can change significantly over the life of a
project, reflecting shifting market conditions, and such changes can result in
material losses to the Company.
VARIABILITY OF RESULTS
The Company historically has experienced, and in the future expects to
continue to experience, variability in its unit sales and revenues on a
quarterly basis. Factors expected to contribute to this variability include,
5
<PAGE> 8
among others: (i) the timing of home closings; (ii) the Company's ability to
continue to acquire land and options thereon on acceptable terms; (iii) the
timing of receipt of regulatory approvals for the construction of homes; (iv)
the condition of the real estate market and general economic conditions in its
markets, especially in Southern California and metropolitan Las Vegas which on a
combined basis generate over 90% of the Company's profits; (v) the cyclical
nature of the homebuilding industry; (vi) prevailing interest rates and the
availability of mortgage financing; and (vii) the cost and availability of
materials and labor. The Company was able to purchase several of its California
land holdings from distressed entities for a substantial discount from the
seller's book value. The availability of such properties is decreasing as the
economic downturn in California diminishes. The Company expects its financial
results to vary from project to project and from quarter to quarter.
COMPETITION
The residential homebuilding industry is now one of the most highly
competitive industries in the United States, with homebuilders competing for
desirable properties, financing, raw materials, skilled labor and home
purchasers. The Company currently competes with a large number of homebuilding
companies in its markets, as well as with resales of existing residential
housing by individuals, financial institutions and government agencies. Some of
these homebuilders are larger than the Company and have greater financial
resources which can provide such homebuilders with more advantageous
opportunities and an overall competitive advantage. Additionally, several other
large homebuilders have begun, or announced their intention to begin, operations
in the Company's Southern California and metropolitan Las Vegas markets. Many
homebuilders have also begun to refocus their efforts towards the entry level
market. These and other competitive influences have a collective effect of
reducing the profit margins of the homebuilding business.
REGULATORY AND ENVIRONMENTAL MATTERS
The Company and its competitors are subject to various local, state and
federal statutes, ordinances, rules and regulations concerning zoning, building
design, construction, sales, marketing, financing and other matters, including
local regulation that imposes restrictive zoning and density requirements in
order to limit the number of homes that can eventually be built within the
boundaries of a particular area. Governmental agencies have broad discretion in
administering such requirements. The Company may also be subject to periodic
delays in its homebuilding projects due to building moratoria in the areas in
which it operates or other changes in regulatory requirements.
The Company and its competitors are also subject to a variety of local,
state and federal statutes, ordinances, rules and regulations concerning the
protection of health and the environment. The particular environmental laws that
apply to any given homebuilding site may vary according to the site's location,
the site's environmental conditions and the present and former uses of the site
and adjoining properties. Environmental laws and conditions may result in
delays, may cause the Company to incur substantial compliance and other costs,
and may prohibit or severely restrict homebuilding activity in certain
environmentally sensitive regions or areas.
LITIGATION
The construction and sale of new residential housing is generating an
increased level of litigation relating to construction defects and related
matters. The Company has historically and continues to experience litigation
relating to the construction and sale of homes, primarily with respect to homes
constructed in Southern California prior to the August 1992 Acquisition of the
Company from the RTC. In a recent example of such litigation, during the fiscal
year ending February 28, 1995, the Company settled for $2.3 million a case
relating to a project in San Diego which alleged misleading sales practices by
previous management and other representatives of the Company in 1989 and 1990,
prior to the August 1992 Acquisition from the RTC. This settlement resulted in a
loss for the third quarter of the fiscal year ending February 28, 1995. While
historically the Company's financial exposure to homeowner litigation has been
substantially mitigated by insurance, the number of insurers offering coverage
for certain types of risk is decreasing, and certain significant coverages are
becoming unavailable or only available with substantial self-insured retentions
or on uneconomic terms.
6
<PAGE> 9
DEPENDENCE ON SENIOR MANAGEMENT
Historically, the Company's future performance has depended to a
significant extent upon the efforts and abilities of certain members of senior
management, in particular those of Messrs. Makarechian and Dowers, who currently
serve as Chairman of the Board and Chief Executive Officer and President and
Chief Operating Officer, respectively. While the Company has attempted to
minimize this risk in recent years by (i) creating divisional management teams
with substantial discretion and decision-making authority in California, Nevada,
Texas and Arizona, and (ii) improving and diversifying its reporting and
accounting procedures under the supervision of Anthony M. Laughlin and James H.
Cederquist, the Company's new Chief Financial Officer and Treasurer,
respectively, the loss of the benefit of the services of one or more of its
senior management could have a material adverse effect on the Company. The
Company does not have employment contracts with any of its senior executives.
CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION REQUIRED TO SELL OR EXERCISE
WARRANTS
Holders of the Warrants will have the right to sell or exercise the
Warrants only if a current prospectus relating to the Warrants and/or the shares
underlying the Warrants is then in effect and only if such shares and/or
Warrants are qualified for sale or exempt under applicable state securities laws
of the states in which the various holders of the Warrants reside. There can be
no assurance that the Company will be able to keep this Prospectus or any
prospectus covering such shares current, although the Company will use its best
efforts to do so. The Warrants may be deprived of any value if a current
prospectus covering the Warrants and/or the shares issuable upon exercise
thereof is not kept effective or if such shares are not registered or exempt in
the states in which holders of the Warrants reside.
THE COMPANY
GENERAL
The Company was originally organized in 1975 as J.M. Peters Company, Inc.,
and was reincorporated as a Delaware corporation in 1993. Effective August 1,
1995, the Company changed its name to Capital Pacific Holdings, Inc. and changed
its trading symbol on the AMEX to "CPH". The Company's executive offices are
located at 4100 MacArthur Boulevard, Suite 200, Newport Beach, California 92660,
telephone (714) 622-8400.
The Company is a single-family homebuilder with operations originally
solely in Southern California, principally in Orange, Los Angeles, Riverside and
San Diego counties. More recently, the Company's operations have expanded to
metropolitan Las Vegas, Nevada; metropolitan Phoenix, Arizona; and metropolitan
Austin, Texas. The Company builds and sells homes targeted to both entry level
and move-up buyers.
Since their respective dates of organization, the Company and its
subsidiaries (in the case of acquired subsidiaries both before and after
acquisition by the Company) have built and sold over 16,000 homes in various
markets, the majority by the parent Company in Southern California. During the
fiscal year ending February 28, 1995, the Company and its subsidiaries closed
824 home sales. During the first two quarters of the fiscal year ending February
29, 1996, the Company closed 469 home sales.
CHRONOLOGICAL OVERVIEW OF THE COMPANY FROM 1992 TO THE PRESENT
In August 1992, Capital Pacific Homes, Inc., a Delaware corporation that
was founded by Hadi Makarechian, currently Chairman of the Board and Chief
Executive Officer of the Company, and Dale Dowers, currently President and Chief
Operating Officer of the Company, acquired control and certain secured
indebtedness of the Company, then known as J.M. Peters Company, Inc. ("JMP"), in
a $47.25 million purchase (the "August 1992 Acquisition") from the Resolution
Trust Corporation (the "RTC"). At the time of the August 1992 Acquisition, JMP
had a management team in place and almost 2,000 lots in California. The August
1992 Acquisition (and JMP's results of operations for the first six months of
the fiscal year ending February 28, 1993) allowed JMP to significantly improve
its balance sheet through reduction of
7
<PAGE> 10
debt, sale of excess property and writedowns of land inventory. Prior to the
August 1992 Acquisition, JMP had already taken significant writedowns to its
land inventory.
Following the August 1992 Acquisition, the Company recommenced construction
activities, principally through joint ventures entered into at the time of the
August 1992 Acquisition with advisors to the California Public Employee
Retirement System (CalPERS). In August and September of 1993, the Company
acquired Durable Homes, Inc. ("Durable") and formed J.M. Peters Nevada, Inc. as
part of the two-pronged move into the Nevada market. Of the 16,000 homes built
and sold by the Company and its subsidiaries since 1975, nearly 7,000 were built
and sold by Durable both before and after its acquisition by the Company.
Durable was acquired by the Company as a wholly owned subsidiary and it operates
principally in metropolitan Las Vegas but also in Laughlin, Nevada. Durable's
activities are focused on the entry-level and first time move-up markets. J.M.
Peters Nevada, Inc., also a wholly-owned subsidiary of the Company, operates in
metropolitan Las Vegas, Nevada and focuses on the move-up market. As a result of
these and other activities, the Company achieved home closings totalling 644
homes in the fiscal year ending February 28, 1994.
In May, 1994, the Company issued in a private offering (the "Bond
Offering") units consisting of Notes in the aggregate principal amount of
$100,000,000 (the "Old Notes") and the Warrants. The net proceeds of the Bond
Offering, approximately $96 million, were utilized for project acquisitions,
construction of homes, refinancings of existing indebtedness and general
corporate purposes. In November 1994, holders of the Old Notes exchanged them
for fully registered Notes (the "New Notes") in the same principal amount
pursuant to an exchange offer under the Act. The New Notes were issued under an
Indenture, dated as of May 13, 1994, between the Company, certain of its
subsidiaries as guarantors, and the United States Trust Company of New York as
trustee (the "Indenture").
In September of 1994, the Company purchased 100% of the outstanding capital
stock of Clark Wilson Homes, Inc. ("Clark Wilson"), a Texas corporation formed
in 1992 with homebuilding operations principally in metropolitan Austin, Texas.
Of the 16,000 homes bought and sold by the Company and its subsidiaries since
1975, nearly 700 are attributable to the operations of Clark Wilson since its
inception in 1992.
Also in late 1994, the Company established J.M. Peters Arizona, Inc., as a
new wholly-owned subsidiary in Phoenix, Arizona. This subsidiary has now
commenced homebuilding operations in metropolitan Phoenix.
Following the Bond Offering, the Company and certain of its subsidiaries
arranged bank recourse and non-recourse acquisition and development and
construction loan facilities with aggregate total limits of approximately $111
million. The availability of those facilities is limited by covenants in the
Indenture and in the agreements governing the various bank facilities.
Finally, Capital Pacific Homes, Inc. was merged into the Company effective
as of December 30, 1994. Effective August 1, 1995, the Company changed its name
to Capital Pacific Holdings, Inc. and changed its trading symbol on the AMEX to
"CPH". The merger had the effect of consolidating management, operations and the
public image of the Company and satisfied a requirement of the Indenture.
8
<PAGE> 11
DESCRIPTION OF SECURITIES
DESCRIPTION OF THE WARRANTS
The Warrants were issued in certificated form (the "Warrant Certificates")
pursuant to the terms and conditions of a Warrant Agreement dated May 13, 1994
entered into at the time of the Bond Offering (the "Warrant Agreement"), between
the Company and United States Trust Company of New York, as the Warrant Agent
(the "Warrant Agent"). The following discussion of certain terms and provisions
of the Warrants is qualified in its entirety by reference to the detailed
provisions of the Warrant Agreement. A copy of the Warrant Agreement, which is
incorporated in its entirety herein by reference, is available upon request from
the Company.
Issuance of Common Stock Upon Exercise of Warrants
Each Warrant entitles the holder thereof (referred to in this subsection as
the "Warrant Holder") to purchase one share of Common Stock from the Company at
a price (the "Exercise Price") of $3.30 per share, subject to anti-dilution and
certain other adjustments as provided in the Warrant Agreement. The Warrants may
be exercised at any time after November 14, 1995 and prior to the close of
business on May 1, 2002. Warrants that are not exercised by such date will
expire.
In order to exercise all or any of the Warrants represented by a Warrant
Certificate, the Warrant Holder is required to surrender to the Warrant Agent
the Warrant Certificate, a duly executed copy of the subscription form set forth
in the Warrant Certificate, and payment in full of the Exercise Price for each
share of Common Stock, which payment may be made in cash or by certified or
official bank or bank cashier's check payable to the order of the Company. Upon
the exercise of any Warrants in accordance with the Warrant Agreement, the
Warrant Agent will cause the Company to transfer promptly to or upon the written
order of the Warrant Holder appropriate evidence of ownership of any shares of
Common Stock registered or otherwise placed in such name or names as the holder
may direct in writing, and will deliver such evidence of ownership to the person
or persons entitled to receive the same and fractional shares, if any, or an
amount in cash, in lieu of any fractional shares, if any.
Dilution
The aggregate number of shares of Common Stock issuable upon exercise of
the Warrants is currently equal to approximately 5.0% of the outstanding shares
of Common Stock, on a fully diluted basis. The Warrants are subject to
adjustment under the anti-dilution provisions of the Warrant Agreement in
certain circumstances. Reference should be made to the detailed provisions of
the Warrant Agreement for a full description of the terms governing the dilution
of the Warrants.
Unexercised Warrants
The holders of unexercised Warrants are not entitled, as such, to receive
dividends or other distributions, receive notice of or vote at any meeting of
the stockholders, consent to any action of the stockholders, receive notice of
any other proceedings of the Company, or to any other rights as stockholders of
the Company.
DESCRIPTION OF THE COMMON STOCK
The authorized capital stock of the Company consists of 30,000,000 shares
of Common Stock, par value $.10 per share. At September 20, 1995, there were
14,995,000 shares of Common Stock outstanding held of record by approximately
140 stockholders.
The holders of the Company's Common Stock are entitled to one vote per
share, to receive such dividends as legally may be declared by the Board of
Directors and to receive pro rata the net assets of the Company upon
liquidation. There are no cumulative voting, preemptive, conversion or
redemption rights applicable to the Common Stock. Stockholders casting a
majority of votes in the election of directors will be entitled to elect all of
the directors. In such event, the holders of the remaining shares of Common
Stock will not be able to elect any person as a director.
9
<PAGE> 12
USE OF PROCEEDS
The Company will receive none of the proceeds from the sale of the
Warrants, which are being sold by the Selling Security Holders. Any proceeds
from the exercise of the Warrants, to the extent that the Warrants are
exercised, will be utilized by the Company for general corporate purposes.
PLAN OF DISTRIBUTION
The Warrants may be sold from time to time to purchasers directly by any of
the Selling Security Holders, or, alternatively, any of the Selling Security
Holders may from time to time offer the Warrants through dealers or agents, who
may receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Security Holders and/or purchasers of the Warrants
for whom they may act as agent. Sales will be made at prices and on terms then
prevailing or at prices related to the current market price, or in negotiated
transactions. A Selling Security Holder that sells such Warrants pursuant to the
Registration Statement of which this Prospectus is a part will be required to
deliver such Prospectus to purchasers and will be subject to certain of the
civil liability provisions under the Act in connection with such sales and will
be bound by the provisions of the Warrant Registration Rights Agreement that are
applicable to such Selling Security Holder (including certain indemnification
obligations). A copy of the Warrant Registration Rights Agreement, which is
incorporated in its entirety herein by reference, is available upon request from
the Company. There can be no assurance that any of the Warrants will be sold by
the Selling Security Holders.
Pursuant to the Warrant Registration Rights Agreement, the Company will pay
substantially all of the expenses incident to registration of the Warrants and
of the Common Stock issuable upon exercise of the Warrants, other than transfer
taxes, if any, and commissions and discounts of dealers and agents.
SELLING SECURITY HOLDERS
The following table lists the names of the persons whose Warrants are
covered by this Prospectus (the "Selling Security Holders"), and for each, the
number of Warrants beneficially owned as of September 18, 1995.
<TABLE>
<CAPTION>
NUMBER OF WARRANTS
OWNED AT COMMENCEMENT
SELLING SECURITY HOLDER OF OFFERING
-------------------------------------------------------- ---------------------
<S> <C>
Bank of New York Information Services................... 39,263
Bankers Trust Company................................... 33,221
Bear Stearns Security Corporation....................... 57,460
Boston Safe Deposit & Trust Company..................... 12,798
Brown Brothers Harriman & Company....................... 30,257
Chase Manhattan Bank.................................... 18,170
Harris Trust & Savings Bank............................. 25,600
UNB Bank, N.A./IFTC .................................... 68,335
Investors Bank & Trust Company/M.F.C. .................. 948
Morgan Guaranty Trust Co. of N.Y. ...................... 5,925
Morgan Stanley & Co. Incorporated....................... 382,334
Morgan Stanley Trust Company............................ 5,925
NBD Bank, N.A. ......................................... 237
Northern Trust Company -- Trust......................... 19,671
State Street Bank & Trust Company -- Custodian.......... 73,266
Wachovia Bank of North Carolina......................... 16,590
</TABLE>
10
<PAGE> 13
EXPERTS
The financial statements and the related supplemental schedules
incorporated in this Prospectus by reference to the Company's latest Annual
Report on Form 10-K have been audited by Arthur Andersen LLP, independent public
accountants, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon such report given upon
the authority of that firm as experts in accounting and auditing.
LEGAL MATTERS
The statements made as to matters of law and legal conclusions in the
documents incorporated in this Prospectus by reference and under "Description of
Warrants" and "Description of Common Stock" herein have been reviewed by Wiley,
Rein & Fielding.
11
<PAGE> 14
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION 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 OF THE SECURITIES OFFERED HEREBY OR
THEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE THE
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE OF THIS PROSPECTUS.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Selected Information.................. 3
Risk Factors.......................... 3
The Company........................... 7
Description of Securities............. 9
Description of the Warrants......... 9
Description of the Common Stock..... 9
Use of Proceeds....................... 10
Plan of Distribution.................. 10
Selling Security Holders.............. 10
Experts............................... 11
Legal Matters......................... 11
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
CAPITAL PACIFIC
HOLDINGS, INC.
WARRANTS
AND
COMMON STOCK
ISSUABLE UPON EXERCISE
--------------------
PROSPECTUS
--------------------
DECEMBER 29, 1995
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 15
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 by the
Company in connection with this Registration Statement. All amounts are
estimates except the registration fees.
<TABLE>
<S> <C>
Registration Fees................................................ $ 898.96
Printing......................................................... $45,000.00
Legal expenses................................................... $25,000.00
Trustee's fees................................................... N/A
Accounting fees.................................................. $ 8,000.00
Miscellaneous.................................................... $ 500.00
---------
Total.................................................. $79,398.96
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. The Company's Articles of
Incorporation and Bylaws provide the maximum indemnification allowed by Section
145.
ITEM 16. EXHIBITS.
4.1 Warrant Agreement dated as of May 13, 1994 by and between the
Company and United States Trust Company of New York, as
Warrant Agent (incorporated by reference to Exhibit 10.16 of
the Company's Annual Report on Form 10-K for the fiscal year
ending February 28, 1994).
4.2 Warrant Registration Rights Agreement dated as of May 13, 1994
by and between the Company and Morgan Stanley & Co.,
Incorporated (incorporated by reference to Exhibit 10.17 of
the Company's Annual Report on Form 10-K for the fiscal year
ending February 28, 1994).
*5.1 Opinion of Wiley, Rein & Fielding as to the legality of the
securities.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Wiley, Rein & Fielding (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-3).
- ---------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
(a) Undertaking related to 415 offering: The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "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;
II-1
<PAGE> 16
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 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.
(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.
(b) Undertaking related to filings incorporating subsequent Exchange Act
documents by reference:
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 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.
(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) The undersigned Registrant hereby undertakes that (1) for the purpose
of determining any liability under the Act, the information omitted from the
form of prospectus filed as a part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed pursuant to Rules
424(b)(1), 424(b)(4) or 497(h) under the Act shall be deemed to be a part of
this Registration Statement at the time it was declared effective, and (2) for
the purpose of determining any liability under the Act, each post-effective
amendment, if any, that contains a form of prospectus 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.
(e) Insofar as indemnification for liabilities arising under the 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 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 Act and
will be governed by the final adjudication of such issue.
II-2
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Newport Beach, State of California, on December 29,
1995.
Capital Pacific Holdings, Inc.
By: /s/ Dale Dowers
----------------------------------
President, Chief Operating Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Hadi Makarechian and Dale Dowers and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
------------------------
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------------- ------------------------------- ------------------
<S> <C> <C>
/s/ Hadi Makarechian* Chairman, CEO December 29, 1995
-----------------------------
Hadi Makarechian
/s/ Dale Dowers Director, President, COO December 29, 1995
-----------------------------
Dale Dowers
/s/ William A. Funk* Director December 29, 1995
-----------------------------
William A. Funk
/s/ Allan L. Acree* Director December 29, 1995
-----------------------------
Allan L. Acree
/s/ Karlheinz M. Kaiser* Director December 29, 1995
-----------------------------
Karlheinz M. Kaiser
/s/ Anthony M. Laughlin CFO, Vice President, Secretary December 29, 1995
----------------------------- (Chief Financial and
Anthony M. Laughlin Accounting Officer)
</TABLE>
- ---------------
* Executed by Dale Dowers as attorney-in-fact.
II-3
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ------------------------------------------------------------------------ ------------
<C> <S> <C>
4.1 Warrant Agreement dated as of May 13, 1994 by and between the Company
and United States Trust Company of New York, as Warrant Agent
(incorporated by reference to Exhibit 10.16 of the Company's Annual
Report on Form 10-K for the fiscal year ending February 28, 1994).......
4.2 Warrant Registration Rights Agreement dated as of May 13, 1994 by and
between the Company and Morgan Stanley & Co., Incorporated (incorporated
by reference to Exhibit 10.17 of the Company's Annual Report on Form
10-K for the fiscal year ending February 28, 1994)......................
*5.1 Opinion of Wiley, Rein & Fielding as to the legality of the
securities..............................................................
23.1 Consent of Arthur Andersen LLP .........................................
23.2 Consent of Arthur Andersen LLP .........................................
23.3 Consent of Wiley, Rein & Fielding (included in Exhibit 5.1).............
24.1 Power of Attorney (included on page II-3)...............................
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Capital Pacific Holdings, Inc.:
As independent public accountants, we hereby consent to the use of our
report dated April 28, 1995, incorporated by reference in this Form S-3
registration statement for the year ended February 28, 1995 and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Orange County, California
December 29, 1995
<PAGE> 1
EXHIBIT 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Capital Pacific Holdings, Inc.:
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated November 4,
1994 included in Capital Pacific Holdings, Inc.'s (formerly known as J. M.
Peters Company, Inc.) Form 8-K filed with the Securities and Exchange
Commission on Novemeber 30, 1994 (Commission File No. 0-15925) and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Orange County, California
December 29, 1995
