<PAGE>
As filed with the Securities and Exchange Commission on June 7, 1996
Pre-effective Amendment No. 1 to Registration No. 333-03791
Post-Effective Amendment No. 2 to Registration No. 33-50933
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO.1 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
and
Post-Effective
Amendment No. 2 to
FORM S-3
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
11000 Broken Land Parkway
Columbia, Maryland 21044
(410) 715-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
David Lesser, Esquire
Executive Vice-President and General Counsel
The Ryland Group, Inc.
11000 Broken Land Parkway
Columbia, Maryland 21044
(410) 715-7000
(Name, address, including zip code, and telephone number, including area code,
of agents 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 in light
of market conditions and other factors
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
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If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /xx/
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. / /
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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>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The purpose of this Amendment to Registration Statement is to file an exhibit,
Form T-1: Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of the Senior Trustee, which Exhibit was omitted from the prior
filing and is filed herewith.
Item 16. Exhibits.
Exhibit Number Exhibit
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1 Form of Underwriting Agreement (filed as Exhibit A to
the Corporation's Current Report on Form 8-K dated
August 6, 1992 and incorporated by reference herein).
4.1 Proposed Form of Senior Indenture.
4.2 Subordinated Indenture dated as of July 15, 1992 by and
between the Corporation and First Union National Bank
of Virginia (filed as Exhibit B to the Corporation's
Current Report on Form 8-K dated August 6, 1992 and
incorporated by reference herein).
5 Opinion of Piper & Marbury L.L.P. as to Legality.
12 Statement regarding computation of ratios of earnings
to fixed charges.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Piper & Marbury L.L.P.
(included in Exhibit 5).
24 Power of Attorney
25 Form T-1: Statement of Eligibility under the Trust
Indenture Act of 1939 of a Corporation designated to
act as Trustee. (filed herewith)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement on Form S-3 and this Post-
Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Columbia,
State of Maryland, on June 7, 1996.
THE RYLAND GROUP, INC.
By: /s/ R. Chad Dreier
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R. Chad Dreier
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
June 7, 1996 /s/ R. Chad Dreier
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R. Chad Dreier
Chairman of the Board, Director,
President and Chief Executive
Officer (Principal Executive Officer)
June 7, 1996 /s/ Michael D. Mangan
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Michael D. Mangan
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer)
June 7, 1996 /s/ Stephen B. Cook
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Stephen B. Cook
Vice President, Corporate Controller
and Chief Accounting Officer
(Principal Accounting Officer)
A Majority of the Board of Directors:
James A. Flick, Jr., Robert J. Gaw, Leonard M. Harlan, L.C. Heist, William L.
Jews, William G. Kagler, John H. Mullin III, Charlotte St. Martin and John O.
Wilson.
June 7, 1996 /s/ R. Chad Dreier
------------------------------------
R. Chad Dreier for Himself and as
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
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25 Form T-1: Statement of Eligibility
under the Trust Indenture Act of 1939
of a Corporation designated to act as Trustee 6-10
(Footnote continued from previous page)
(Footnote continued to next page)
<PAGE>
EXHIBIT 25
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
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CHEMICAL BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
The Ryland Group, Inc.
(Exact name of obligor 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) (Zip Code)
Debt Securities
(Title of the indenture securities)
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
New York State Banking Department, State House, Albany,
New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33
Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation,
Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to
Form T-1 filed in connection with Registration Statement No. 33-50010, which
is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 5th day of June, 1996.
CHEMICAL BANK
By /s/ P.J. Gilkeson
--------------------------
P. J. Gilkeson
Vice President
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin $ 3,391
Interest-bearing balances 2,075
Securities:
Held to maturity securities 3,607
Available for sale securities 29,029
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold 1,264
Securities purchased under agreements to resell 354
Loans and lease financing receivables:
Loans and leases, net of unearned income $73,216
Less: Allowance for loan and lease losses 1,854
Less: Allocated transfer risk reserve 104
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Loans and leases, net of unearned income,
allowance, and reserve 71,258
Trading Assets 25,919
Premises and fixed assets (including capitalized
leases) 1,337
Other real estate owned 30
Investments in unconsolidated subsidiaries and
associated companies 187
Customer's liability to this bank on acceptances
outstanding 1,082
Intangible assets 419
Other assets 7,406
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TOTAL ASSETS $147,358
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LIABILITIES
Deposits
In domestic offices $45,786
Noninterest-bearing $14,972
Interest-bearing 30,814
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In foreign offices, Edge and Agreement subsidiaries,
and IBF's 36,550
Noninterest-bearing $ 202
Interest-bearing 36,348
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Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased 11,412
Securities sold under agreements to repurchase 2,444
Demand notes issued to the U.S. Treasury 699
Trading liabilities 19,998
Other Borrowed money:
With a remaining maturity of one year or less 11,305
With a remaining maturity of more than one year 130
Mortgage indebtedness and obligations under capitalized
leases 13
Bank's liability on acceptances executed and outstanding 1,089
Subordinated notes and debentures 3,411
Other liabilities 6,778
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TOTAL LIABILITIES 139,615
EQUITY CAPITAL
Common stock 620
Surplus 4,664
Undivided profits and capital reserves 3,058
Net unrealized holding gains (Losses)
on available-for-sale securities (607)
Cumulative foreign currency translation adjustments 8
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TOTAL EQUITY CAPITAL 7,743
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TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL $147,358
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I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true to the best of my knowledge and
belief.
/s/ JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
/s/ WALTER V. SHIPLEY )
/s/ EDWARD D. MILLER )DIRECTORS
/s/ THOMAS G. LABRECQUE )
