As filed with the Securities and Exchange Commission on December 4, 1998
Registration No. 333 -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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 juristiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11000 Broken Land Parkway
Columbia, Maryland 21044
(Address of principle executive offices) (Zip Code)
THE RYLAND GROUP, INC.
EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN
THE RYLAND GROUP, INC.
NON-EMPLOYEE DIRECTORS' STOCK UNIT PLAN
(Full title of plan)
(Name address and telephone number of agent for service)
Timothy J. Geckle
The Ryland Group, Inc.
11000 Broken Land Parkway
Columbia, Maryland 21044
410-715-7000
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum Amount
Title of Securities to be Offering Aggregate Registration
to be Registered Registered Price Per Unit Offering Price Fee
- ------------------------------------------------------------------------------
Deferred Compensation
Plan Obligations(1) 30,000,000 $1.00 $30,000,000 $8,340
- ------------------------------------------------------------------------------
Common Stock, $1.00
par value (2) 50,000(3) $26.84375(4) $1,342,188 374
- ------------------------------------------------------------------------------
1. To be issued pursuant to the Executive and Director Deferred
Compensation Plan. The Deferred Compensation Plan Obligations are unsecured
obligations of the Registrant to pay deferred compensation in the future in
accordance with the terms of the Registrant's Executive and Director Deferred
Compensation Plan.
2. To be issued pursuant to the Registrant's Executive and Director
Deferred Compensation Plan or the Registrant's Non-Employee Directors' Stock
Unit Plan, in any combination, but not to exceed in the aggregate 50,000
shares.
3. In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of Common Stock that may be offered or issued by reason of stock splits,
stock dividends or similar transactions.
4. Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h). The proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of the
registration fee are based on the average of the high and low prices of The
Ryland Group, Inc. Common Stock reported on the New York Stock Exchange on
November 30, 1998 (i.e., $26.84375)
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement pursuant
to introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"),
since the end of the fiscal year covered by the document referred
to in (a) above; and
(c) Description of Common Stock of the Registrant contained or
incorporated in the registration statements filed by the
Registrant under the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 of this Registration Statement from the date of
filing of such documents.
Item 4. Description of Securities.
A portion of the securities being registered represent obligations
(the "Obligations") of the Registrant to pay to the participants in The Ryland
Group, Inc. Executive and Director Deferred Compensation Plan (the "Plan"),
upon their retirement or termination of service as a director or such other
fixed date specified by the participant, salary or retainer fees the receipt of
which the participants have elected to defer and any increases or decreases in
value credited to or against such amounts. Amounts credited to a participant's
account are credited with earnings based on a notional investment measurement,
which may be shares in investment companies registered under the Investment
Company Act of 1940, bank obligations, direct or guaranteed federal or state
governmental obligations and shares of common stock, including shares of common
stock of the Registrant, that are listed on the New York Stock Exchange or
other national securities exchange or quoted on the Nasdaq National Market.
The Obligations are payable in cash or shares of common stock of the Registrant
in a single sum distribution or in installments, at the election of the
participant made in accordance with the Plan. There is no trading market for
the Obligations.
The Obligations are unsecured general obligations of the Registrant and
rank pari passu with other unsecured and unsubordinated indebtedness of the
Registrant. The Obligations are not subject in any
1
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment. Any attempt by any person to transfer
or assign benefits under the Plan, other than a claim for benefits by a
Participant or his or her beneficiary(ies), will be null and void.
The Obligations are not subject to redemption prior to the retirement,
termination or death of the participant. The Obligations are not convertible
into any other security of the Registrant. No trustee has been appointed to
take action with respect to the Obligations and each participant in the Plan
will be responsible for enforcing his or her own rights with respect to the
Obligations. The Registrant may establish a "rabbi trust" to serve as a source
of funds from which it can satisfy the Obligations. Participants in the Plan
will have no rights to any assets held by a rabbi trust, except as general
creditors of the Registrant. Assets of any rabbi trust will at all times be
subject to the claims of the Registrant's general creditors.
Item 5. Interests of Named Experts and Counsel.
The legal validity of the Obligations offered by this Prospectus has been
passed upon by Timothy J. Geckle, Senior Vice President, Secretary and General
Counsel of the Registrant. As of the date of this Prospectus, Mr. Geckle
beneficially owned approximately 10,000 shares of the Registrant's common stock
directly, and had the right to purchase up to 60,000 shares of the Registrant's
common stock pursuant to outstanding stock options awarded under the 1992
Equity Incentive Plan.
Item 6. Indemnification of Directors and Officers.
As permitted by the Maryland General Corporation Law ("MGCL"), Article
Eighth, Paragraph (8) of the Registrant's Amended and Restated Charter
("Registrant's Charter") provides for indemnification of directors and officers
of the Registrant, as follows:
(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.
Also, the Registrant's By-Laws contain indemnification procedures that
implement the indemnification provisions of the Registrant's Charter. The MGCL
permits a corporation to indemnify its directors and officers, among others,
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceedings to which they may
be a party by reason of their service in those or other capacities, unless it
is established that (a) the act or omission of the director or officer was
material to the matter giving rise to such proceedings and (i) was committed in
bad faith or (ii) was the result of active and deliberate dishonesty, (b) the
director or officer actually received an
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improper personal benefit in money, property or services, or (c) in the case of
any criminal proceedings, the director or officer had reasonable cause to
believe that the action or omission was unlawful.
As permitted by the MGCL, Article NINTH of the Registrant's Charter
provides for limitation of liability of directors and officers of the
Registrant, 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 or 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 provisions with
respect to any act or omission which occurs prior to such
amendment or repeal.
The MGCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, except to the extent that
(i) the person actually received an improper benefit or profit in money,
property or services or (ii) a judgment or other final adjudication is entered
in a proceeding based on a finding that the person's action, or failure to act,
was the result of active and deliberate dishonesty and was material to the
cause of action adjudicated in the proceeding.
As permitted under Section 2-418(k) of the MGCL, 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 Maryland law governing
indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of exhibits is set forth on the Exhibit Index which immediately
precedes the exhibits and which is incorporated by reference herein.
Item 9. Undertakings.
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;
(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 this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such
3
information in the Registration Statement.
Paragraphs (l)(i) and (l)(ii) above 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
that are incorporated by reference in this Registration
Statement.
(2) 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. ---- ----
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) 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 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.
---- ----
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange 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.
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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-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, State of Maryland, on the 4th day of
December, 1998.
THE RYLAND GROUP, INC.
By: /s/ Timothy J. Geckle
----------------------
Timothy J. Geckle
As Attorney-in-Fact
for R. Chad Dreier
Chairman of the Board,
President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Timothy J. Geckle As Attorney-in-Fact for December 4, 1998
- ---------------------- R. Chad Dreier
Timothy J. Geckle Chairman of the Board,
President and Chief
Executive Officer
(Principal Executive Officer)
/s/ Timothy J. Geckle As Attorney-in-Fact for December 4, 1998
- --------------------- Michael D. Mangan
Timothy J. Geckle Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
/s/ Timothy J. Geckle As Attorney-in-Fact for December 4, 1998
- --------------------- Stephen B. Cook
Timothy J. Geckle Vice President and
Corporate Controller
(Principal Accounting Officer)
A Majority of the Board of Directors:
R. Chad Dreier, James A. Flick, Jr., Robert J. Gaw, Leonard M. Harlan, L. C.
Heist, William G. Kagler, Charlotte St. Martin, John O. Wilson
/s/Timothy J. Geckle As Attorney-in-Fact December 4, 1998
- --------------------
Timothy J. Geckle
5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- -----
4.1 Charter of The Ryland Group, Inc., as amended(incorporated
by reference from Form 10-K for the year ended December 31,
1989)
4.2 Rights Agreement dated as of October 18, 1996, between The
Ryland Group, Inc., and ChaseMellon Shareholder Services,
L.L.C. (incorporated by reference from Form 8-K filed
October 24, 1996)
4.3 Executive and Director Deferred Compensation Plan, effective
as of January 1, 1997 between The Ryland Group, Inc. and
certain of its executive employees and Directors (incorporated
by reference from Form 10-K for the year ended December 31, 1996)
4.4 Amendment and Restatement of the Executive and Director
Deferred Compensation Plan, as of March 1, 1997 between
The Ryland Group, Inc. and certain of its executive employees
and Directors (incorporated by reference from Form 10-K for
the year ended December 31, 1997)
4.5 Amendment No. 1 to the Executive and Director Deferred
Compensation Plan effective January 1, 1998 (incorporated by
reference from Form 10-K for the year ended December 31, 1997)
4.6 Non-Employee Directors' Stock Unit Plan between The Ryland
Group, Inc. and the Board of Directors, effective January 1, 1998
(incorporated by reference from Form 10-K for the year ended
December 31, 1997)
5.0 Opinion of Timothy J. Geckle, counsel for the Registrant,
regarding the legal validity of the Obligations being
registered for issuance under the Plan ii
23.1 Consent of Counsel (contained in Exhibit 5.0) ii
23.2 Consent of Independent Auditors iii
24.0 Power of Attorney iv
EXHIBIT 5.0
December 4, 1998
I am general counsel to The Ryland Group, Inc., a Maryland corporation
(the "Company"), and provide this opinion in connection with the
preparation and filing with the Securities and Exchange Commission of a
registration statement on Form S-8 (the "Registration Statement")
registering under the Securities Act of 1933, as amended, deferred
compensation obligations in the aggregate amount of $30,000,000 (the
"Obligations") under the Company's Executive and Director Deferred
Compensation Plan (the "EDDCP") and, in the aggregate, 50,000 shares of
Common Stock, $1.00 par value (the "Shares"), under the EDDCP and the
Company's Non-Employee Directors' Stock Unit Plan (the "Unit Plan")
(collectively, the "Plans"), to be offered to certain eligible employees
and directors of the Company. The Shares shall be purchased from time to
time on the open market pursuant to either the EDDCP or the Unit Plan in
accordance with the terms thereof, in any combination.
I have examined copies of the Company's Charter, as amended, Bylaws, the
Plans, all resolutions adopted by the Company's Board of Directors
relating to the above and other records and documents that I have deemed
necessary for the purpose of this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Plans have been duly adopted by the Board of Directors and are
now legally effective; and
2. The Obligations, when established pursuant to the terms of the
EDDCP, will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms and the terms of that
Plan, except as enforceability (i) may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting creditors'
rights generally, and (ii) is subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding
in equity or at law).
The opinions set forth herein are limited to matters governed by
the laws of the State of Maryland and the Federal Laws of the United
States of America, and I express no opinion as to any other laws.
I hereby consent to the filing of this opinion as Exhibit 5.0 to the
Registration Statement and to the reference to me under Item 5 of this
Registration Statement.
Very truly yours,
/s/ Timothy J. Geckle
Timothy J. Geckle
ii
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) pertaining to the Executive and Director Deferred
Compensation Plan and the Non-Employee Directors' Stock Unit Plan of The
Ryland Group, Inc., of our reports dated January 29, 1998, 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, 1997, and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Baltimore, Maryland
December 2, 1998
iii
EXHIBIT 24.0
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 Edward W. Gold and Timothy J. Geckle, or any of them, 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 any of them, to sign for
the undersigned in their respective names as directors and officers of The
Ryland Group, Inc., its Registration Statement on Form S-8, and any amendment
(including post-effective amendments) or supplement thereto, relating to the
offer and sale pursuant to Ryland's Executive and Director's Deferred
Compensation Plan of deferred compensation obligations and up to 50,000 shares
of Common Stock to be filed with the Securities and Exchange Commission under
the Securities Act of 1933. We hereby confirm all acts taken by such agents
and attorneys-in-fact, or any one or more of them, as herein authorized.
Signature Title Date
- ---------- ----- ----
/s/ R. Chad Dreier Chairman of the Board, October 27, 1998
- ------------------------ President and Chief
R. Chad Dreier Executive Officer
(Principal Executive Officer)
/s/ Michael D. Mangan Executive Vice President October 27, 1998
- ------------------------ and Chief Financial Officer
Michael D. Mangan (Principal Financial Officer)
/s/ Stephen B. Cook Vice President October 23, 1998
- ------------------------ and Corporate Controller
Stephen B. Cook (Principal Accounting Officer)
/s/ James A. Flick, Jr. Director October 27, 1998
- ------------------------
James A. Flick, Jr.
/s/ Robert J. Gaw Director October 27, 1998
- ------------------------
Robert J. Gaw
/s/ Leonard M. Harlan Director October 28, 1998
- ------------------------
Leonard M. Harlan
/s/ L. C. Heist Director October 28, 1998
- ------------------------
L. C. Heist
/s/ William G. Kagler Director October 28, 1998
- ------------------------
William G. Kagler
/s/ Charlotte St. Martin Director October 28, 1998
- ------------------------
Charlotte St. Martin
/s/ John O. Wilson Director October 23, 1998
- ------------------------
John O. Wilson
iv
