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As filed with the Securities and Exchange Commission on December 16, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
THE RYLAND GROUP, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0849948
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
11000 Broken Land Parkway
Columbia, Maryland 21044
(Address of principal executive offices)
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THE RYLAND GROUP, INC. 1992 EQUITY INCENTIVE PLAN
(Full title of the plan)
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Thurman W. Bretz
Senior Vice President and Secretary
The Ryland Group, Inc.
11000 Broken Land Parkway
Columbia, Maryland 21044
(410) 715-7000
(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maxi- Proposed Maxi- Amount of
Securities to to be mum Offering mum Aggregate Registration
Be Registered Registered Price Per Share Offering Price Fee
Common Stock 4,000,000 $13.75 (1) $55,000,000 (1) $18,964 (1)
($1.00 par shares
value per
share)
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Approximate Date of Proposed Sales: From time to time after effective date of
this Registration Statement.
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(1) Pursuant to Rule 457(c) and (h), the proposed maximum offering price
per share, proposed maximum aggregate offering price, and the amount of
registration fee are based upon the average high and low prices reported by
the New York Stock Exchange on December 13, 1994.
Exhibit Index is located at page 8 of this document.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The following documents have been filed by The Ryland Group, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "SEC") and are
incorporated herein by reference: (a) Annual Report on Form 10-K for the year
ended December 31, 1993; (b) all reports filed with the SEC pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since December 31, 1993; and (c) the description of the
Registrant's common stock contained in the Registration Statement filed
pursuant to Section 12 of the Exchange Act, and all amendments and reports
thereafter filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of
filing of such documents. 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 Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes in any such statement. The documents required to be so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
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[Not required].
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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The legal validity of the issuance of the shares of Common Stock offered
by this Prospectus has been passed upon by Timothy J. Geckle, Assistant
Secretary and Corporate Counsel of The Ryland Group, Inc. As of the date of
this Prospectus, Mr. Geckle beneficially owned no shares of the Company's
Common Stock directly, but there are 1,240 shares in which he has the right to
acquire beneficial ownership through the exercise of stock options awarded
pursuant to the 1992 Equity Incentive Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Directors and officers of the Registrant are indemnified under Section 2-
418 of the Corporations and Associations Article of the Annotated Code of
Maryland, and under Article EIGHTH, Section 8 of the registrant's charter
which provides as follows:
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(8) The Corporation shall indemnify its directors and
officers, in all capacities in which such directors and officers serve
the Corporation, to the fullest extent required or permitted by the
General Laws of the State of Maryland now or hereafter in force,
including the advance of expenses under the procedures and to the full
extent permitted by law. The Corporation shall indemnify other
employees and agents, in all capacities in which such employees and
agents serve the Corporation, to such extent as shall be authorized by
the Board of Directors or the By-Laws and be permitted by law. The
foregoing shall not limit in any manner the authority of the Corporation
to indemnify directors, officers, employees or agents of the Corporation
to the extent authorized by the Board of Directors or the stockholders
and permitted by law. The Board of Directors may take such action as is
necessary to carry out these provisions and is expressly empowered to
adopt, approve and amend from time to time such By-Laws, resolutions or
contracts implementing provisions or such further indemnification
arrangements as may be permitted by law. No amendment or repeal of this
Article EIGHTH, paragraph 8 of the Corporation's Charter shall apply to
or have any effect on any right to indemnification provided hereunder
with respect to acts or omissions occurring prior to such amendment or
repeal.
As permitted by Maryland Law, Article NINTH of the Registrant's Charter
limits the monetary liability of its directors and officers to the Registrant
and its stockholder to the maximum extent permitted by Maryland law in effect
from time to time. Article NINTH provides as follows:
NINTH: To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of
this Corporation shall be personally liable to the Corporation of its
stockholders for money damages. No amendment of the Charter of the
Corporation or repeal of any of its provisions shall limit or eliminate
the benefits provided to directors and officers under this provision
with respect to any act or omission which occurs prior to such amendment
or repeal.
As permitted under Subsection (k) of Section 2-418 of the Corporations
and Associations Article of the Annotated Code of Maryland, the Registrant has
purchased and maintains insurance on behalf of its directors and officers
against any liability asserted against such directors and officers in their
capacities as such whether or not the Registrant would have the power to
indemnify such persons under the provisions of the Maryland law governing
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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[Not applicable]
ITEM 8. EXHIBITS.
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Exhibit
Number Description
- ------ -----------
4(a) Rights Agreement dated as of December 17, 1986 between The
Ryland Group, Inc. and Maryland National Bank as amended b
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The First Amendment of Rights Agreement dated as of October
17, 1990.
(Incorporated by reference from Form 8 filed October 25, 1990)
4(b) Articles Supplementary dated as of August 31, 1989.
(Incorporated by reference from Form 8-K filed
September 12, 1989)
4(c) Indenture dated as of November 2, 1989 between The Ryland
Group, Inc. and Manufacturers Hanover Trust Company, as
Trustee.
(Incorporated by reference from Exhibits to Registration
Statement on Form S-3, Registration No. 33-28692)
4(d) First Supplemental Indenture dated as of December 28, 1990
between The Ryland Group, Inc. and Manufacturers Hanover
Trust Company, as Trustee.
(Incorporated by reference from Form 8-K filed December 31,
1990)
4(e) Senior Subordinated Notes dated as of July 23, 1992.
(Incorporated by reference from Form 8-K filed August 6, 1992)
4(f) Senior Subordinated Notes dated as of November 4, 1993.
(Incorporated by reference from Registration Statement on
Form S-3, Registration No. 33-48071).
4(g) Indenture dated as of July 15, 1992 between The Ryland Group,
Inc. and Security Trust Company, N.A., as Trustee
(Incorporated by reference from Form 8-K filed August 6,
1992).
5 Opinion of Counsel (contains Consent of Counsel).
24(a) Consent of Counsel (contained in Exhibit 5).
24(b) Consent of Independent Auditors.
25 Power of Attorney
ITEM 9. UNDERTAKINGS
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The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration 10(a)(3) of
Securities Act of 1933;
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statemen
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(or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and 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
that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(b) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporate 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.
Insofar as indemnification for liabilities arising under the 1933 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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbia, and the State of Maryland
on this 14th day of December, 1994.
The Ryland Group, Inc.
/s/ R. Chad Dreier
By -------------------
R. Chad Dreier
President and
Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Principal Executive Officer:
/s/ R. Chad Dreier
- -------------------------- President and Date: December 14, 1994
R. Chad Dreier Chief Executive
Officer
Principal Financial Officer:
/s/ Michael D. Mangan
- ------------------------ Executive Vice Date: December 14, 1994
Michael D. Mangan President and
Chief Financial
Officer
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Principal Accounting Officer:
/s/ Stephen B. Cook
- ------------------------ Vice President Date: December 14, 1994
and Corporate
Controller
A Majority of the Board of Directors:
Andre W. Brewster, Robert J. Gaw, Leonard M. Harlan, Alan P. Hoblitzell, Jr.,
John H. Mullin, III and John O. Wilson.
/s/ Alan P. Hoblitzell, Jr.
By ---------------------- For himself Date: December 14, 1994
Alan P. Hoblitzell, Jr. and as
Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit Sequential
Number Description Page No.
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5 Opinion of Counsel 9
(contains Consent of Counsel).
24(a) Consent of Counsel 10
(contained in Exhibit 5).
24(b) Consent of Independent Auditors 11
25 Power of Attorney 12
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EXHIBIT 5
December 16, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
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Dear Sirs:
I have acted as counsel for The Ryland Group, Inc., a Maryland
corporation (the "Company"), in connection with the preparation and filing on
Form S-8 of the Registration Statement covering shares of the Company's Common
Stock to be issued under The Ryland Group, Inc. 1992 Equity Incentive Plan.
In that capacity, I have reviewed the charter and by-laws of the Company, the
Registration Statement and the corporate actions taken by the Company and by
its Board of Directors, and such other materials and matters as I have deemed
necessary to the issuance of this opinion. Based upon the foregoing, I am of
the opinion that:
Upon issuance of the shares of Common Stock of the Company to
employees under The 1992 Equity Incentive Plan, such shares will have
been duly and legally authorized and issued and will be fully paid and
non-assessable; and
I consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to this opinion in such Registration Statement
and each Prospectus which is a part thereof.
Very truly yours,
/s/ Timothy J. Geckle
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Timothy J. Geckle
Corporate Counsel
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EXHIBIT 24(a)
CONSENT OF COUNSEL
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(Contained in Exhibit 5)
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Exhibit 24 (b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1992 Equity Incentive Plan of The Ryland Group,
Inc. of our reports dated February 16, 1994, with respect to the consolidated
financial statements of The Ryland Group, Inc. incorporated by reference in
its Annual Report (Form 10-K) for the year ended December 31, 1993 and the
related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young
Baltimore, Maryland
December 14, 1994
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Exhibit 25
THE RYLAND GROUP, INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of The Ryland Group, Inc., a Maryland corporation, constitute and
appoint Roger W. Schipke, Alan P. Hoblitzell, Jr. and Thurman W. Bretz, and
each of them, with full power to act without the other, the true and lawful
agents and attorneys-in-fact of the undersigned with full power and authority
in said agents and attorneys-in-fact, and in either of them, to sign for the
undersigned in their respective names as directors and officers of The Ryland
Group, Inc. a Registration Statement of The Ryland Group, Inc. on Form S-8 to
be filed with the Securities and Exchange Commission under the Securities Act
of 1933 and any amendment or supplement to such Registration Statement
relating to shares of Common Stock to be issued and sold pursuant to the 1992
Equity Incentive Plan of the Corporation. We hereby confirm all acts taken by
such agents and attorneys-in-fact, or each of them, as herein authorized.
DATED: February 26, 1992 /s/Andre W. Brewster
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Andre W. Brewster
/s/ Robert J. Gaw
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Robert J. Gaw
/s/ Leonard M. Harlan
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Leonard M. Harlan
/s/ John M. Mullin III
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John M. Mullin III
/s/ John O. Wilson
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John O. Wilson
