As filed with the Securities and Exchange Commission on February 29, 2000
Registration No. 333-31034
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 number)
11000 Broken Land Parkway
Columbia, Maryland 21044
(410) 715-7000
(Address of principal executive offices)
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Timothy J. Geckle, Esquire
Senior 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 agent for service)
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Copies to:
R.W. Smith, Jr., Esquire
Piper Marbury Rudnick and Wolfe
LLP
6225 Smith Avenue
Baltimore, Maryland 21209
(410) 580-3000
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Approximate date of commencement of proposed sale to the public: From time to
time after this registration statement becomes effective.
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, 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
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Proposed Proposed
Title of Each Class of Amount Maximum Maximum
Securities To Be Offering Aggregate Amount of
To Be Registered Registered Price Per Offering Registration
(1) Share (1) Price (2) (3) Fee (6)
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Debt Securities (3).............
Common Stock, par value $1.00
(3) (4).........................
Preferred Stock, par value
$1.00 (3).......................
Depositary Shares (3)...........
Warrants (3)(5).................
Stock Purchase Units (3)........
Stock Purchase Contracts (3)
Total..................... $200,000,000 $0
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(1) Not applicable pursuant to Form S-3 General Instruction II(D).
(2) These figures are estimates made solely for the purpose of calculating the
registration fee pursuant to Rule 457(o). if any debt securities are issued
at an original issue discount, such greater principal amount as shall
result in an aggregate initial offering price equal to the amount to be
registered. If any debt securities are issued with a principal amount
denominated in a foreign currency or composite currency, such principal
amount as shall result in an aggregate initial offering price equivalent
thereto in U.S. dollars at the time of initial offering.
(3) In addition to the securities issued directly under this registration
statement, we are registering an indeterminate number of shares of common
stock, preferred stock and depositary shares as may be issued upon
conversion or exchange of the securities issued directly under this
registration statement. No separate consideration will be received for any
shares of common stock, preferred stock or depositary shares so issued upon
conversion or exchange.
(4) Common stock being registered hereby includes associated Common Share
Purchase Rights, which initially are attached to and trade with the shares
of the registrant's common stock. Value attributable to such rights, if
any, is reflected in the market price of the common stock.
(5) Includes warrants to purchase debt securities, warrants to purchase common
stock and warrants to purchase preferred stock.
(6) A registration fee of $52,800 was previously paid in connection with this
registration statement.
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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 SEC, acting pursuant to said Section 8(a), may
determine.
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[TO BE INSERTED VERTICALLY ALONG LEFT MARGIN OF COVER PAGE OF PROSPECTUS]
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 29, 2000
$200,000,000
THE RYLAND GROUP, INC.
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
STOCK PURCHASE UNITS
STOCK PURCHASE CONTRACTS
WARRANTS TO PURCHASE DEBT SECURITIES,
COMMON STOCK OR PREFERRED STOCK
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We will provide the specific terms for each of these securities in
supplements to this prospectus. You should read carefully this prospectus and
any supplement before you invest.
Our common stock is listed on the New York Stock Exchange under the symbol
"RYL."
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You should carefully consider the risk factors beginning on page 6 of this
prospectus before purchasing any of the securities offered by this prospectus.
Neither the SEC nor any state securities commission has approved or
disapproved of these securities, or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2000.
TABLE OF CONTENTS
Page
Summary............................................... 1
How to Obtain More Information........................ 4
Ratio of Earnings to Fixed Charges.................... 5
Use of Proceeds....................................... 5
Risk Factors.......................................... 6
General Description of Securities.....................10
Description of Debt Securities........................10
Description of Common Stock...........................17
Description of Preferred Stock........................20
Description of Depositary Shares......................21
Description of Stock Purchase Units and
Stock Purchase Contracts...........................23
Description of Warrants to Purchase Debt Securities...23
Description of Warrants to Purchase
Common or Preferred Stock..........................25
Plan of Distribution..................................26
Legal Matters.........................................27
Experts...............................................27
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SUMMARY
This summary highlights information from this prospectus. Because this is a
summary, it may not contain all the information you should consider before
investing in the securities we are offering. You should read this entire
prospectus and any supplement carefully. You should also read the documents
listed below in "How to Obtain More Information" for information about us and
our financial statements.
Ryland
We are one of the largest homebuilders in the U.S. and a leading
mortgage-finance company. We have building operations in 21 markets across the
U.S. We have built approximately 170,000 homes. Our mortgage company has
provided mortgage-financing and related services for more than 150,000
homebuyers. Our operations span the significant aspects of the home-buying
process - from the design, construction and sale of single-family homes to
competitive mortgage-financing programs, title search, settlement and escrow
services and homeowners insurance. We believe our geographic diversity,
financial strength, decentralized operating structure and market-proven
strategies are critical elements of our success. Together, they enhance our
ability to take advantage of growth opportunities and provide maximum value for
homebuyers in a variety of markets.
We are a Maryland corporation. Our headquarters are located at 11000 Broken
Land Parkway, Columbia, Maryland 21044. Our telephone number is (410) 715-7000.
Recent Developments
On January 27, 2000, we announced the following information relating to our
year and quarter ended December 31, 1999:
Our consolidated net earnings for the fourth quarter of 1999 were $20.8
million, or $1.45 per share ($1.40 per share diluted), compared with $17.6
million, or $1.18 per share ($1.12 per share diluted), for the fourth quarter of
1998. For 1999, we reported consolidated net earnings of $66.7 million, or $4.49
per share ($4.30 per share diluted), a 65.6 percent increase over 1998.
Excluding non-recurring charges for the relocation of our corporate office,
diluted earnings per share in 1999 was $4.43. These increases were driven by
increased homebuilding closing volume and improved performance by our financial
services segment.
Our homebuilding segment reported pretax earnings of $36.7 million for the
fourth quarter of 1999, a $2.4 million increase over the $34.3 million reported
for the fourth quarter of 1998. For 1999, the homebuilding segment reported
record pretax earnings of $120.8 million, an increase of 50.9 percent over the
$80.1 million reported for 1998. These increases were primarily the result of
record closings and lower interest costs. Homebuilding revenues for the fourth
quarter of 1999 were $582.3 million, and $1.96 billion for 1999, increases of
10.7 percent and 15.6 percent, respectively, from last year. These increases
were driven by record closings of 2,966 and 10,193 homes in the fourth quarter
and full year 1999, respectively. For the fourth quarter of 1999, new orders of
2,237 represented the highest fourth-quarter sales in our history and a 4.2
percent increase over the fourth quarter of 1998. The 10,408 homes sold for the
year represented a 10.4 percent increase over the same period of the prior year,
and were the highest in our history. Our backlog increased 6.2 percent to 3,667
outstanding contracts as of December 31, 1999, and represented the highest
year-end backlog in our history. The dollar value of our backlog reached $690.5
million versus $652.5 million in 1998. The backlog represents homes sold but not
closed, which are generally built and closed over the next two quarters.
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Gross profit margins from home sales averaged 16.9 percent in the fourth
quarter of 1999, down slightly from the 17.2 percent in the fourth quarter of
1998. For the year, gross profit margins from home sales increased 90 basis
points to 16.8 percent for the full year 1999 from 15.9 percent for 1998.
Selling, general, and administrative expense, as a percentage of revenue, was
9.9 percent for the fourth quarter and full year 1999, a slight increase from
the 9.8 percent for the fourth quarter 1998 and equal to the 9.9 percent for the
full year 1998. Interest expense declined by 8.1 percent and 33.7 percent for
the fourth quarter and full year 1999, respectively.
Fourth-quarter pretax earnings from our financial services segment totaled
$4.4 million, a $2.7 million increase from the $1.7 million reported in the
fourth quarter of 1998. This increase was primarily a result of cost reduction
initiatives achieved throughout the financial services segment and improved
profitability per loan. The financial services segment reported pretax earnings
from operations of $11.8 million for the full year 1999, compared with $5.7
million for the same period last year. The $5.7 million in pretax earnings
excludes a $6.1 million gain on the bulk sale of servicing rights in the first
quarter of 1998. Including that gain, pretax earnings for full year 1998 was
$11.8 million. Mortgage closings for the year were 7,106 units, down from 8,412
units in 1998, as a result of our decision to exit the third party originations
market.
On February 16, 2000, our board of directors authorized the repurchase of
an additional 1 million shares of our outstanding common stock. Since 1997, we
have repurchased approximately 3.7 million shares of our common stock.
Securities We May Offer
This prospectus is part of a registration statement (No. 333- ) that we filed
with the SEC using a "shelf" registration process. Under this shelf process, we
may offer, from time to time, in one or more offerings:
o our debt securities;
o shares of our common stock;
o shares of our preferred stock;
o shares of our preferred stock represented by depositary shares;
o stock purchase units or stock purchase contracts; or
o warrants to purchase our debt securities, common stock or preferred
stock.
The total offering price of these securities will not exceed $200,000,000.
This prospectus provides you with a general description of the securities we may
offer. Each time we offer securities, we will provide you with a prospectus
supplement that will describe the specific amounts, prices and terms of the
securities we offer. The prospectus supplement also may add, update or change
information contained in this prospectus.
We may sell the securities to or through underwriters, dealers or agents or
directly to purchasers. We and our agents reserve the sole right to accept and
to reject in whole or in part any proposed purchase of securities. The
prospectus supplement, which we will provide to you each time we offer
securities, will provide the names of any underwriters, dealers or agents
involved in the sale of the securities, and any applicable fee, commission or
discount arrangements with them. See "Plan of Distribution."
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Debt Securities
We may offer unsecured general obligations of our company, which may be
senior debt securities or subordinated debt securities. The senior debt
securities will have the same rank as all our other unsecured, unsubordinated
debt. The subordinated debt securities will be entitled to payment only if all
payments due under our senior indebtedness, including any outstanding senior
debt securities, have been made.
The debt securities will be issued under an indenture between us and the
trustee or trustees we name in the prospectus supplement. We have summarized
certain general features of the debt securities from the indentures, which are
or will be exhibits to the registration statement of which this prospectus is a
part. We encourage you to read the indentures and our recent periodic and
current reports that we file with the SEC. We provide directions on how to
obtain copies of these reports under "How to Obtain More Information."
Common Stock
We may issue our common stock, $1.00 par value per share. Holders of common
stock are entitled to one vote per share on all matters submitted to a vote of
stockholders. Holders of common stock are entitled to receive dividends declared
by our board of directors, subject to the rights of preferred stockholders.
Preferred Stock and Depositary Shares
We may issue our preferred stock, $1.00 par value per share, in one or more
series. Our board of directors will determine the dividend, voting, conversion
and other rights of the series being offered and the terms and conditions of its
offering and sale. We may also issue fractional shares of preferred stock that
will be represented by depositary shares and depositary receipts.
Stock Purchase Units and Stock Purchase Contracts
We may issue stock purchase units and stock purchase contracts, including
contracts obligating holders to purchase from us, and us to sell to the holders,
a specified number of shares of common stock or preferred stock at a future date
or dates. We may determine the price of shares of common stock or preferred
stock at the time we issue the stock purchase contracts or the price may be
determined by referring to a specific formula described in the stock purchase
contracts. We may issue the stock purchase contracts separately or as a part of
stock purchase units consisting of a stock purchase contract and debt
securities, preferred stock or debt obligations of third parties, including U.S.
Treasury securities, which secure the holders' obligations to purchase the
common stock or preferred stock under the stock purchase contracts. The stock
purchase contracts may require us to make periodic payments to the holders of
the stock purchase units or vice versa. These payments may be unsecured or
prefunded on some basis. The stock purchase contracts may require holders to
secure their obligations in a specified manner.
Warrants
We may issue warrants to purchase our debt securities, common stock or
preferred stock. The applicable prospectus supplement will describe the details
of the warrants.
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HOW TO OBTAIN MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Exchange Act. The Exchange Act file number
for our SEC filings is 1-8029. You may read any document we file at the SEC's
public reference rooms in Washington, D.C., Chicago, Illinois and New York, New
York. Please call the SEC toll free at 1-800-SEC-0330 for information about its
public reference rooms. We file information electronically with the SEC. Our SEC
filings are available from the SEC's Internet site at http://www.sec.gov, which
contains reports, proxy and information statements and other information
regarding issuers that file electronically.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act. This prospectus does not contain all of the information in the
registration statement. We have omitted parts of the registration statement, as
permitted by the rules and regulations of the SEC. You may inspect the
registration statement, including exhibits, at the SEC's public reference
facilities or Internet site. Our statements in this prospectus about the
contents of any contract or other document are not necessarily complete. You
should refer to the copy of each contract or other document we have filed as an
exhibit to the registration statement for complete information.
The SEC allows us to "incorporate by reference" the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information in documents that we file later
with the SEC will automatically update and supersede information in this
prospectus. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until this offering is completed:
o Our Annual Report on Form 10-K for the year ended December 31, 1998;
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
June 30, 1999 and September 30, 1999; and
o The description of our common stock contained in our Registration
Statement on Form 8-A filed pursuant to the Exchange Act.
We will provide copies of these documents, other than exhibits, free of
charge, to any person who receives this prospectus. To request a copy, you
should contact our corporate secretary at our headquarters which are located at
11000 Broken Land Parkway, Columbia, Maryland 21044, telephone number (410)
715-7000.
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We furnish our stockholders with annual reports that contain audited
financial statements and quarterly reports for the first three quarters of each
year that contain unaudited interim financial information.
---------------
You should rely only on the information incorporated by reference or provided
in this prospectus or any prospectus supplement. We have not authorized anyone
else to provide you with different information. You should not assume that the
information in this prospectus or any prospectus supplement is accurate after
the date on the front of the document.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the
nine months ended September 30, 1999 and for each of the last five years ended
December 31.
Nine Months Year Ended December 31,
Ended September 30, ---------------------------------
1999 1998 1997 1996 1995 1994
--------------- ---- ---- ---- ---- ----
Ratio of earnings to fixed
charges 2.63 2.17 1.53 1.29 -- 1.30
The ratio of our earnings to fixed charges is computed on a consolidated
basis. On a consolidated basis, the ratios of earnings to fixed charges include
the earnings and fixed charges of Ryland Mortgage Company and subsidiaries and
our limited-purpose subsidiaries. For purposes of computing the ratio of
earnings to fixed charges, earnings represent earnings from continuing
operations before income taxes plus fixed charges. Fixed charges include
interest on indebtedness (whether expensed or capitalized), amortization of debt
discounts and premiums and the portion of rent expense we believe to be
representative of interest. For the year ended December 31, 1995, the deficiency
of earnings to fixed charges totaled $37.0 million, primarily due to a $45.0
million impairment charge relating to homebuilding inventories.
USE OF PROCEEDS
Except as described in an accompanying prospectus supplement, we expect to
use the net proceeds from the sale of the securities for general corporate
purposes, which may include, among other things:
o working capital;
o capital expenditures;
o acquisitions;
o stock repurchases; and
o the repayment of outstanding indebtedness.
When we offer a particular series of securities, the prospectus supplement
relating to that offering will describe the intended use of the net proceeds
received from that offering. Pending the use of the net proceeds, we expect to
invest the proceeds in short-term interest-bearing instruments or other debt
securities.
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RISK FACTORS
You should carefully consider the following risk factors and the other
information in this prospectus and any supplement before investing in our
securities.
If real estate and economic conditions deteriorate, our revenue may decrease
We are significantly affected by the cyclical nature of the homebuilding
industry. This industry is sensitive to fluctuations in economic activity,
interest rates and levels of consumer confidence. The effects of these
fluctuations differ among the various geographic markets in which we operate.
Higher interest rates may affect the ability of buyers to qualify for mortgage
financing and decrease demand for new homes. As a result, rising interest rates
generally will decrease our home sales and mortgage originations. Sales of new
homes are also affected by market conditions for resale homes and rental
properties. Our business is also affected by local economic conditions, such as
employment rates and housing demand in the markets in which we build homes. Some
of the markets in which we operate have at times in the past experienced a
significant decline in housing demand. We cannot assure you that declines will
not occur in the future.
Inventory risk can be substantial for homebuilders like us. The market value
of our land, building lots and housing inventories fluctuates significantly as a
result of changing market and economic conditions. In addition, inventory
carrying costs can be significant and can result in losses in poorly performing
projects or markets. In the event of significant changes in economic or market
conditions, we may dispose of community inventories on a bulk or other basis
which may result in a loss. In the course of our business, we must continuously
seek and make acquisitions of land for expansion into new markets, as well as
for replacement and expansion of land inventory within our current markets.
Although we employ various measures, including our land approval process and
continued review by senior management designed to manage inventory risks, we
cannot assure you that these measures will enable us to manage our inventory
risk.
Our financial services segment represents a smaller portion of our profits due
to divestitures and other actions in recent years, placing greater dependence on
our homebuilding segment
Our financial services segment was a significant source of profits in past
years. However, in recent years we have repositioned this segment by:
o focusing on retail mortgage loan originations and improving the
efficiency of these activities by establishing regional operating
centers;
o divesting non-core assets and lines of business, including the sale of
loan servicing rights;
o leveraging the relationship with our homebuilding segment to increase
its capture rate for builder loans; and
o reaching mortgage customers directly at the point of sale through the
use of technology.
As a result, our financial services segment contributed a much smaller
percentage of our total operating earnings in 1998 and 1999, and we expect this
trend to continue in the future. As a result, our future results will be
substantially dependent upon the performance of our homebuilding segment, and
subject to the risks associated with that segment.
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If interest rates rise, then our business may decline
Interest rates can significantly affect our lines of business. The level and
expected direction of interest rates can adversely affect the sales of new
homes, the profitability of sales, the rate of mortgage originations and
refinancings and the value of and interest spread earned on mortgage-backed
securities held-for-sale. Any of these could have an adverse impact on our
results of operations or financial position.
Because our industry is highly competitive, others may be more successful at
homebuilding and cause our business to decline
The residential housing industry is highly competitive. We compete in each of
our markets with a large number of national, regional and local homebuilding
companies. Some of these companies are larger than us and have greater financial
resources. In addition, the general increase in the availability of capital and
financing in recent years has made it easier for both large and small
homebuilders to expand and enter new markets and has increased competition. This
competition could make it more difficult to acquire suitable land at acceptable
prices, force us to increase selling incentives or lower our sales per
community. Any of these could have an adverse impact on our results of
operations. We also compete with other housing alternatives, including existing
homes and rental housing. Principal competitive factors in homebuilding are home
price, design, quality, reputation, relationship with developers, accessibility
of subcontractors, availability and location of lots and availability of
customer financing.
Our financial services segment competes with other mortgage bankers to
arrange financing for home buyers and refinancing customers. Principal
competitive factors include interest rates and other features of mortgage loan
products available to the consumer.
Because our business is subject to various regulatory and environmental
limitations, we may not be able to conduct our business as planned
Our homebuilding segment is subject to various local, state and federal
statutes, ordinances, rules and regulations concerning zoning, building design,
construction and similar matters. These include local regulations which impose
restrictive zoning and density requirements in order to limit the number of
homes that can be built within the boundaries of a particular area. We may also
experience periodic delays in homebuilding projects due to building moratoria in
any of the areas in which we operate. Generally, moratoria relate to
insufficient water or sewage facilities or inadequate roads or local services.
We are also subject to a variety of local, state and federal statutes,
ordinances, rules and regulations concerning the protection of health and the
environment. We are subject to a variety of environmental conditions that can
affect our business and homebuilding projects. The particular environmental laws
which apply to any given homebuilding site vary greatly according to the site's
location, environmental condition and the present and former uses of the site,
and adjoining properties. Environmental laws and conditions may result in
delays, may cause us to incur substantial compliance and other costs, and can
prohibit or severely restrict homebuilding activity in certain environmentally
sensitive regions or areas.
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Our financial services segment is subject to the rules and regulations of
HUD, FHA, VA, FNMA, FHLMC and GNMA with respect to originating, processing,
selling and servicing mortgage loans. In addition, there are other federal and
state statutes and regulations affecting these activities. These rules and
regulations, among other things, prohibit discrimination and establish
underwriting guidelines which include provisions for inspections and appraisals,
require credit reports on prospective borrowers and fix maximum loan amounts. We
are required to submit audited financial statements annually, and each
regulatory entity has its own financial requirements. Our affairs are also
subject to examination by these regulatory agencies at all times to assure
compliance with applicable regulations, policies and procedures. Mortgage
origination activities are subject to the Equal Credit Opportunity Act, Federal
Truth-in-Lending Act and Real Estate Settlement Procedures Act and the
associated regulations which prohibit discrimination and require the disclosure
of certain information to mortgagors concerning credit and settlement costs.
Natural disasters may have a significant impact on our business
The climates and geology of many of the states in which we operate present
increased risks of natural disasters. To the extent that hurricanes, severe
storms, earthquakes, droughts, floods, wildfires or other natural disasters or
similar events occur, our business in those states may be adversely affected.
Because of our use of debt, the value of our securities may decline
At September 30, 1999, we had total consolidated homebuilding debt of
approximately $368 million and a ratio of total consolidated homebuilding debt
to stockholders' equity of approximately 1.0 to 1.0. Of this amount, $168
million was senior indebtedness. In addition, at September 30, 1999, our
financial services subsidiaries had outstanding debt of $206 million and our
limited-purpose subsidiaries had outstanding non-recourse debt of $57 million.
Our ability to meet our debt service obligations will depend on our future
performance, which, in turn, will be subject to general economic conditions and
to financial, competitive, business and other factors. Many of these factors are
beyond our control. Our use of debt could restrict our flexibility in responding
to changing business and economic conditions. If we are unable to generate
sufficient cash flow from operations to service our debt, we may be required to
seek refinancing for all or a portion of that debt or to obtain additional
financing. We cannot assure you that refinancing would be possible or that we
could obtain any additional financing on terms that are favorable or acceptable.
Our unsecured revolving credit facility, other senior debt and senior
subordinated debt instruments contain financial covenants that may restrict our
operations. Significant losses in our homebuilding segment could result in the
violation of one or more of these covenants. Our revolving credit facility is
guaranteed by our homebuilding subsidiaries.
A significant portion of our homebuilding operations and all of our financial
services business are conducted through subsidiaries. Accordingly, we derive a
significant portion of our operating income and cash flows from our homebuilding
and financial services subsidiaries, and rely on these subsidiaries to generate
the funds necessary to satisfy our debt obligations. The ability of our
subsidiaries to pay dividends or otherwise make payments to us will be subject
to, among other things, applicable state laws. In addition, the ability of our
financial services segment to provide funds to us is subject to certain
restrictions in its debt instruments. We cannot assure you that we will be able
to realize from these subsidiaries any funds required to meet our debt
obligations.
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The rights of holders of any subordinated securities will be junior to our
existing indebtedness and possibly all of our future borrowings
We will be required to pay all of our senior indebtedness in full before we
pay any of our subordinated indebtedness. At September 30, 1999, our senior
debt, excluding indebtedness of our subsidiaries, was $168 million. Of this
amount, $1.4 million was secured. In the event of any payment or distribution of
assets in any dissolution, insolvency, bankruptcy or other similar proceeding,
we will be required to pay our senior debt in full before we make any payment to
holders of our subordinated securities. In the event of our dissolution,
insolvency or bankruptcy, holders of subordinated securities may recover less,
ratably, than holders of our senior indebtedness and other creditors, or may
recover nothing.
Our financial services segment and a significant portion of our homebuilding
operations are conducted through subsidiaries. Our right to receive assets of
these subsidiaries upon the liquidation or recapitalization of any subsidiaries
will be subject to the claims of the subsidiaries' creditors, except to the
extent that we are recognized as a creditor of the subsidiary. If we are
recognized as a creditor, our claims would still be subject to any security
interests in the assets of the subsidiary and any indebtedness of the subsidiary
senior to its indebtedness to us. At September 30, 1999, we had outstanding $206
million of financial services subsidiary debt and $57 million of non-recourse
limited-purpose subsidiary debt. All of this debt is structurally senior to any
of our subordinated securities.
Because this prospectus contains forward-looking statements, it may not prove
to be accurate
This prospectus and the documents we incorporate by reference contain
forward-looking statements. We generally identify forward-looking statements
using words like "believe," "intend," "expect," "may," "should," "plan,"
"project," "contemplate," "anticipate" or similar statements. We base these
statements on our beliefs as well as assumptions we made using information
currently available to us. Because these statements reflect our current views
concerning future events, these statements involve risks, uncertainties and
assumptions. Actual results may differ significantly from the results discussed
in these forward-looking statements. We do not undertake to update our
forward-looking statements or risk factors to reflect future events or
circumstances.
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GENERAL DESCRIPTION OF SECURITIES
We may offer debt securities, shares of common stock, shares of preferred
stock, depositary shares, stock purchase units, stock purchase contracts or
warrants to purchase debt securities, common stock or preferred stock, or any
combination of the foregoing, either individually or as units consisting of one
or more securities. We may offer up to $200,000,000 of securities under this
prospectus. If securities are offered as units, we will describe the terms of
the units in a prospectus supplement.
DESCRIPTION OF DEBT SECURITIES
We may offer any combination of senior debt securities or subordinated debt
securities. Debt securities are unsecured general obligations. Senior debt
securities rank above all subordinated indebtedness and equal to all other
indebtedness outstanding on the date of the prospectus supplement. Subordinated
debt securities rank in right of payment below all other indebtedness
outstanding at or after the time issued, unless the other indebtedness provides
that it is not senior to the subordinated debt.
We may issue the senior debt securities and the subordinated debt securities
under separate indentures between us, as issuer, and the trustee or trustees
identified in the prospectus supplement. Any senior debt securities will be
issued under an indenture dated as of June 28, 1996 between us and The Chase
Manhattan Bank, as trustee. Any subordinated debt securities will be issued
under an indenture dated as of July 15, 1992 between us and First Union National
Bank, as trustee. A copy of the form of each type of indenture is filed as an
exhibit to the registration statement of which this prospectus is a part. A
prospectus supplement will describe the particular terms of any debt securities
we may offer.
The following summaries of the debt securities and the indentures are not
complete. We urge you to read the indentures and the description of the debt
securities included in the prospectus supplement.
General
We may issue an unlimited principal amount of debt securities in separate
series. We may specify a maximum aggregate principal amount for the debt
securities of any series. The debt securities will have terms that are
consistent with the indentures. Unless otherwise specified in the prospectus
supplement, senior debt securities will be unsecured and unsubordinated
obligations and will rank equal with all our other unsecured and unsubordinated
debt. Subordinated debt securities will be paid only if all payments due under
our senior indebtedness, including any outstanding senior debt securities, have
been made.
The indentures might not limit the amount of other debt that we may incur and
might not contain financial or similar restrictive covenants. The indentures
might not contain any provision to protect holders of debt securities against a
sudden or dramatic decline in our ability to pay our debt.
The prospectus supplement will describe the debt securities and the price or
prices at which we will offer the debt securities. The description will include:
o the title of the debt securities;
o any limit on the aggregate principal amount of the debt securities or
the series of which they are a part;
o the person to whom any interest on a debt security of the series will
be paid;
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o the date or dates on which we must pay the principal;
o the rate or rates at which the debt securities will bear interest, if any,
the date or dates from which interest will accrue, and the dates on which
we must pay interest;
o the place or places where we must pay the principal and any premium or
interest on the debt securities;
o the terms and conditions on which we may redeem any debt security, if
at all;
o any obligation to redeem or purchase any debt securities, and the terms
and conditions on which we must do so;
o the denominations in which we may issue the debt securities;
o the manner in which we will determine the amount of principal of or any
premium or interest on the debt securities;
o the currency in which we will pay the principal of and any premium or
interest on the debt securities;
o the principal amount of the debt securities that we will pay upon
declaration of acceleration of their maturity;
o the amount that will be deemed to be the principal amount for any purpose,
including the principal amount that will be due and payable upon any
maturity or that will be deemed to be outstanding as of any date;
o if applicable, that the debt securities are defeasible;
o if applicable, the terms of any right to convert debt securities into, or
exchange debt securities for, shares of common stock or other securities
or property;
o whether we will issue the debt securities in the form of one or more
global securities and, if so, the respective depositaries for the global
securities and the terms of the global securities;
o the subordination provisions that will apply to any subordinated debt
securities;
o any addition to or change in the events of default applicable to the debt
securities and any change in the right of the trustee or the holders to
declare the principal amount of any of the debt securities due and
payable; and
o any addition to or change in the covenants in the indentures.
We may sell the debt securities at a substantial discount below their stated
principal amount. We will describe U.S. federal income tax considerations, if
any, applicable to debt securities sold at an original issue discount in the
prospectus supplement. An "original issue discount security" is any debt
security that provides for an amount less than the principal amount to be due
and payable upon the declaration of acceleration of the maturity under the terms
of the applicable indenture. The prospectus supplement relating to any original
issue discount securities will describe the particular provisions relating to
acceleration of the maturity upon the occurrence of an event of default. In
addition, we will describe U.S. federal income tax or other considerations
applicable to any debt securities that are denominated in a currency or unit
other than U.S. dollars in the prospectus supplement.
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Conversion And Exchange Rights
The prospectus supplement will describe, if applicable, the terms on which
you may convert debt securities into or exchange them for common stock or other
securities or property. The conversion or exchange may be mandatory or may be at
your option. The prospectus supplement will describe how the number of shares of
common stock or other securities or property to be received upon conversion or
exchange would be calculated.
Subordination Of Subordinated Debt Securities
Unless the prospectus supplement indicates otherwise, the following
provisions will apply to the subordinated debt securities. The indebtedness
underlying the subordinated debt securities will be payable only if all payments
due under our senior indebtedness, including any outstanding senior debt
securities, have been made. If we distribute our assets to creditors upon any
dissolution, winding-up, liquidation or reorganization or in bankruptcy,
insolvency, receivership or similar proceedings, we must first pay all amounts
due or to become due on all senior indebtedness before we pay the principal of,
or any premium or interest on, the subordinated debt securities. In the event
the subordinated debt securities are accelerated because of an event of default,
we may not make any payment on the subordinated debt securities until we have
paid all senior indebtedness or the acceleration is rescinded. If the payment of
subordinated debt securities accelerates because of an event of default, we must
promptly notify holders of senior indebtedness of the acceleration.
We may not make any payment on the subordinated debt securities if a default
in the payment of the principal of, premium, if any, interest, rent or other
obligations, including a default under any repurchase or redemption obligation,
in respect of designated senior indebtedness occurs and continues beyond any
applicable grace period. We may not make any payment on the subordinated debt
securities if any other default occurs and continues with respect to designated
senior indebtedness that permits holders of the designated senior indebtedness
to accelerate its maturity and the trustee receives a notice of such default
from us, a holder of such designated senior indebtedness or other person
permitted to give such notice. We may not resume payments on the subordinated
debt securities until the defaults are cured or certain periods pass.
If we experience a bankruptcy, dissolution or reorganization, holders of
senior indebtedness may receive more, ratably, and holders of subordinated debt
securities may receive less, ratably, than our other creditors.
The term "designated senior indebtedness" means our obligations under any
particular senior indebtedness in which the debt instrument expressly provides
that the senior indebtedness will be designated senior indebtedness with respect
to the subordinated debt securities. The indenture for subordinated debt
securities may not limit our ability to incur additional senior indebtedness.
Our financing agreements contain certain restrictions on our ability to incur
additional senior and subordinated indebtedness.
Form, Exchange And Transfer
We will issue debt securities only in fully registered form, without coupons,
and, unless otherwise specified in the prospectus supplement, only in
denominations of $1,000 and integral multiples thereof.
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The holder of a debt security may elect, subject to the terms of the
indentures and the limitations applicable to global securities, to exchange them
for other debt securities of the same series of any authorized denomination and
of a like tenor and aggregate principal amount.
Holders of debt securities may present them for exchange as provided above or
for registration of transfer, duly endorsed or with the form of transfer duly
executed, at the office of the transfer agent we designate for that purpose. We
will not impose a service charge for any registration of transfer or exchange of
debt securities, but we may require a payment sufficient to cover any tax or
other governmental charge payable in connection with the transfer or exchange.
We will name the transfer agent in the prospectus supplement. We may designate
additional transfer agents or rescind the designation of any transfer agent or
approve a change in the office through which any transfer agent acts, but we
must maintain a transfer agent in each place in which we will pay on debt
securities.
If we redeem the debt securities, we will not be required to issue, register
the transfer of or exchange any debt security during a specified period prior to
mailing a notice of redemption. We are not required to register the transfer of
or exchange any debt security selected for redemption, except the unredeemed
portion of the debt security being redeemed.
Global Securities
The debt securities may be represented, in whole or in part, by one or more
global securities that will have an aggregate principal amount equal to that of
the debt securities. Each global security will be registered in the name of a
depositary identified in the prospectus supplement. We will deposit the global
security with the depositary or a custodian, and the global security will bear a
legend regarding the restrictions on exchanges and registration of transfer.
No global security may be exchanged in whole or in part for debt securities
registered, and no transfer of a global security in whole or in part may be
registered, in the name of any person other than the depositary or any nominee
of the depositary unless:
o the depositary has notified us that it is unwilling or unable to
continue as depositary; or
o an event of default occurs and continues with respect to the debt
securities.
The depositary will determine how all securities issued in exchange for a
global security will be registered.
As long as the depositary or its nominee is the registered holder of a global
security, we will consider the depositary or the nominee to be the sole owner
and holder of the global security and the underlying debt securities. Except as
stated above, owners of beneficial interests in a global security will not be
entitled to have the global security or any debt security registered in their
names, will not receive physical delivery of certificated debt securities and
will not be considered to be the owners or holders of the global security or
underlying debt securities. We will make all payments of principal, premium and
interest on a global security to the depositary or its nominee. The laws of some
jurisdictions require that some purchasers of securities take physical delivery
of such securities in definitive form. These laws may prevent you from
transferring your beneficial interests in a global security.
Only institutions that have accounts with the depositary or its nominee and
persons that hold beneficial interests through the depositary or its nominee may
own beneficial interests in a global security. The depositary will credit, on
its book-entry registration and transfer system, the respective principal
amounts of debt securities represented by the global security to the accounts of
its participants. Ownership of beneficial interests in a global security will be
shown only on, and the transfer of those ownership interests will be effected
only through, records maintained by the depositary or any such participant.
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The policies and procedures of the depositary may govern payments, transfers,
exchanges and others matters relating to beneficial interests in a global
security. We and the trustee assume no responsibility or liability for any
aspect of the depositary's or any participant's records relating to, or for
payments made on account of, beneficial interests in a global security.
Payment And Paying Agents
Unless the prospectus supplement indicates otherwise, we will pay principal
and any premium or interest on a debt security to the person in whose name the
debt security is registered at the close of business on the regular record date
for such interest.
Unless the prospectus supplement indicates otherwise, we will pay principal
and any premium or interest on the debt securities at the office of our
designated paying agent, except we may pay interest by check mailed to the
address of the person entitled to the payment. Unless the prospectus supplement
indicates otherwise, the corporate trust office of the trustee will be the
paying agent for the debt securities.
Any other paying agents we designate for the debt securities of a particular
series will be named in the prospectus supplement. We may designate additional
paying agents, rescind the designation of any paying agent or approve a change
in the office through which any paying agent acts, but we must maintain a paying
agent in each place of payment for the debt securities.
The paying agent will return to us all money we pay to it for the payment of
the principal, premium or interest on any debt security that remains unclaimed
for a specified period. Thereafter, the holder may look only to us for payment.
Consolidation, Merger And Sale Of Assets
Under the terms of the indentures, we may not consolidate or enter into a
share exchange with or merge into any other person, in a transaction in which we
are not the surviving corporation, or convey, transfer or lease our properties
and assets substantially as an entirety to, any person, unless:
o the successoris a corporation, limited liability company, partnership,
trust or other entity organized and existing under the laws of the United
States, or any state, and assumes our obligations under the debt
securities and the indentures;
o immediately after the transaction, no event of default occurs and
continues; and
o we meet the other conditions described in the indentures.
Events Of Default
Each of the following will constitute an event of default under each
indenture:
o failure to pay the principal of or any premium on any debt security
when due;
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o failure to pay any interest on any debt security when due, continued
for a specified number of days;
o failure to deposit any sinking fund payment when due;
o failure to perform any other covenant in the indenture that continues for
a specified number of days after written notice has been given by the
trustee or the holders of a specified percentage in aggregate principal
amount of the debt securities of that series;
o certain events in bankruptcy, insolvency or reorganization; and
o any other event of default specified in the prospectus supplement.
If an event of default, other than an event of default as a result of
bankruptcy, insolvency or reorganization, occurs and continues, either the
trustee or the holders of a specified percentage in aggregate principal amount
of the outstanding securities of that series may declare the principal amount of
the debt securities of that series to be immediately due and payable. If an
event of default occurs as a result of certain events of bankruptcy, insolvency
or reorganization, the principal amount of all the debt securities of that
series automatically will become immediately due and payable. The holders of a
majority in aggregate principal amount of the outstanding securities of that
series may, under certain circumstances, rescind and annul the acceleration if
all events of default, other than the nonpayment of accelerated principal, have
been cured or waived.
Except for certain duties in case of an event of default, the trustee will
not be obligated to exercise any of its rights or powers at the request or
direction of any of the holders, unless the holders have offered the trustee
reasonable indemnity. If they provide this indemnification, the holders of a
majority in aggregate principal amount of the outstanding securities of any
series may direct the time, method and place of conducting any proceeding for
any remedy available to the trustee or exercising any trust or power conferred
on the trustee with respect to the debt securities of that series.
No holder of a debt security of any series may institute any proceeding with
respect to the indentures, or for the appointment of a receiver or a trustee, or
for any other remedy, unless:
o the holder has previously given the trustee written notice of a
continuing event of default;
o the holders of a specified percentage in aggregate principal amount of the
outstanding securities of that series have made a written request, and the
holders have offered reasonable indemnity to the trustee to institute the
proceeding; and
o the trustee has failed to institute the proceeding, and has not received a
direction inconsistent with the request within a specified number of days.
Each indenture will include a covenant requiring our officers to furnish to
the trustee annually a statement as to whether, to their knowledge, we are in
default under the indenture and, if so, specifying all such known defaults.
Modification And Waiver
We and the trustee may amend the indentures with the consent of the holders
of a majority in aggregate principal amount of the outstanding securities of
each series affected by the amendment. However, to the extent discussed in the
prospectus supplement, without the consent of each holder, we may not make any
amendment that would:
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o change the stated maturity of the principal of, or any installment of
principal or interest on, any debt security;
o reduce the principal, premium or interest on any debt security;
o reduce the amount of principal of an original issue discount security
or any other debt security payable upon acceleration of the maturity;
o change the place or currency of payment of principal, premium or
interest on any debt security;
o impair the right to enforce any payment on any debt security;
o in the case of subordinated debt securities, modify the subordination
provisions in a manner materially adverse to their holders;
o in the case of debt securities that are convertible or exchangeable into
other securities, adversely affect the right of holders to convert or
exchange any of the debt securities;
o reduce the percentage in principal amount of outstanding securities of
any series for which the holders' consent is required;
o reduce the percentage in principal amount of outstanding securities of any
series necessary for waiver of compliance with certain provisions of the
indentures or for waiver of certain defaults; or
o modify provisions with respect to modification and waiver.
The holders of a majority in aggregate principal amount of the outstanding
debt securities of any series may waive, on behalf of the holders of all debt
securities of that series, our compliance with certain restrictive provisions of
the indenture. The holders of a majority in principal amount of the outstanding
debt securities of any series may waive any past default under the indenture
with respect to debt securities of that series, except a default in the payment
of principal, premium or interest on any debt security of that series or in
respect of a covenant or provision of the indenture that cannot be amended
without each holder's consent.
Except in certain limited circumstances, we may set any day as a record date
for the purpose of determining the holders of outstanding securities of any
series entitled to give or take any direction, notice, consent, waiver or other
action under the indentures. In certain limited circumstances, the trustee may
set a record date for action by holders. To be effective, the action must be
taken by holders of the requisite principal amount of such debt securities
within a specified period following the record date.
Defeasance And Covenant Defeasance
To the extent stated in the prospectus supplement, we may elect to apply the
provisions relating to defeasance and discharge of indebtedness, or to
defeasance of certain restrictive covenants in the indentures, to the debt
securities of any series.
Notices
We will mail notices to holders of debt securities at the addresses that
appear in the security register.
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Title
We may treat the person in whose name a debt security is registered as the
absolute owner, whether or not such debt security may be overdue, for the
purpose of making payment and for all other purposes.
Governing Law
The indentures and the debt securities will be governed by and construed in
accordance with the laws of the state of New York.
DESCRIPTION OF COMMON STOCK
General
Under our current amended and restated articles of incorporation, we may
issue up to 80,000,000 shares of our common stock. Holders of common stock are
entitled to one vote per share on all matters submitted to a vote of
stockholders. Subject to preferences that may apply to our preferred stock, the
holders of common stock receive ratably any dividends that may be declared by
the board of directors. If we are liquidated, dissolved or wound up, we must
first pay all amounts we owe our creditors and then pay the full amounts
required to be paid to holders of any shares of our preferred stock then
outstanding before we may make any payments to holders of shares of our common
stock. All holders of shares of our common stock are entitled to share ratably
in any assets available for distribution to them, after all of our creditors
have been satisfied and we have paid the liquidation preferences of any of our
preferred stock. Holders of common stock have no preemptive rights or rights to
convert their common stock into any other securities. Our common stock is
neither redeemable nor subject to call. No sinking fund provisions apply to the
common stock. All outstanding shares of common stock are fully paid and
nonassessable.
Limitation of Liability and Indemnification
As permitted by Maryland law, our amended and restated articles of
incorporation obligates us to indemnify our present and former directors and
officers to the maximum extent permitted by Maryland law. Maryland law permits a
corporation to indemnify its present and former directors and officers, among
others, against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they may be
made a party by reason of their service in those or other capacities, unless it
is established that:
o the act or omission of the director or officer was material to the
matter giving rise to such proceeding and was committed in bad faith or
was the result of active and deliberate dishonesty,
o the director or officer actually received an improper personal benefit
in money, property or services, or
o in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful.
As permitted by Maryland law, our amended and restated articles of
incorporation limits the liability of our directors and officers to us and our
stockholders for money damages, except to the extent that:
o the person actually received an improper benefit or profit in money,
property or services, or
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o 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 a result of these provisions, we and our stockholders may be unable to
obtain monetary damages from a director for breach of his of her duty of care.
Possible Anti-Takeover Effects
Special Meetings. Our bylaws provide that special meetings of our
stockholders may only be called by a majority of our board, the chairman of our
board, our president or holders of a majority of our outstanding voting stock.
These provisions may make it more difficult for stockholders to take an action
that our board opposes.
Advance Notice Provisions. Our bylaws establish an advance written notice
procedure for stockholders seeking:
o to nominate candidates for election as directors at any annual meeting
of stockholders; and
o to bring business before an annual meeting of our stockholders.
Our bylaws provide that only persons who are nominated by our board or by a
stockholder who has given timely written notice to our secretary before the
meeting to elect directors will be eligible for election as our directors. Our
bylaws also provide that any matter to be presented at any meeting of
stockholders must be presented either by our board or by a stockholder in
compliance with the procedures in our bylaws. A stockholder must give timely
written notice to our secretary of its intention to present a matter before an
annual meeting of stockholders. Our board then will consider whether the matter
is one that is appropriate for consideration by our stockholders under Maryland
corporate law and the SEC's rules.
To be timely, we must receive any stockholder notice at least 75 days before
the meeting. A stockholder's notice must also contain the information specified
in the bylaws. These provisions may prevent or deter some stockholders from
bringing matters before a stockholders' meeting or from making nominations for
directors at an annual meeting.
Business Combinations. Maryland law prohibits specified "business
combinations" between a Maryland corporation and an "interested stockholder."
These business combinations include a merger, consolidation, share exchange, an
asset transfer or issuance or reclassification of equity securities. Interested
stockholders are either:
o anyone who beneficially owns 10% or more of the voting power of the
corporation's shares; or
o an affiliate or associate of the corporation who was an interested
stockholder or an affiliate or an associate of the interested stockholder
at any time within the two-year period prior to the date in question.
Business combinations with a past interested stockholder are prohibited for five
years after the most recent date on which the stockholder became an interested
stockholder. Thereafter, any business combinations with the interested
stockholder must be recommended by the board of directors of the corporation and
approved by the vote of:
o at least 80% of the votes entitled to be cast by all holders of voting
shares of the corporation's voting shares; and
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o at least 66-2/3% of the votes entitled to be cast by all holders of the
corporation's voting other than voting shares held by the interested
stockholder or an affiliate or associate of the interested stockholder.
However, these special voting requirements do not apply if the corporation's
stockholders receive a minimum price for their shares, as specified in the
statute, and the consideration is received in cash or in the same form
previously paid by the interested stockholder for its shares.
This business combination statute does not apply to business combinations
that are approved or exempted by the corporation's board of directors prior to
the time that the interested stockholder becomes an interested stockholder. The
statute also does not apply to stockholders that acquired 10% or more of the
corporation's voting shares in a transaction approved by the corporation's board
of directors. A Maryland corporation may adopt an amendment to its charter
electing not to be subject to these special voting requirements. Any amendment
would have to be approved by at least 80% of the votes entitled to be cast by
all holders of outstanding shares of voting stock and 66-2/3% of the votes
entitled to be cast by holders of outstanding shares of voting stock who are not
interested stockholders. We have elected to be generally subject to this
statute.
Control Share Acquisitions. Maryland law provides that "control shares" of a
Maryland corporation acquired in a "control share acquisition" have no voting
rights unless approved by a vote of two-thirds of the votes entitled to be cast
on the matter, excluding shares owned by the acquiror or by the corporation's
officers or directors who are employees of the corporation. Control shares are
shares of voting stock which, if aggregated with all other shares of stock
previously acquired, would entitle the acquiror to exercise voting power in
electing directors within one of the following ranges of voting power:
o 20% or more but less than 33-1/3%;
o 33-1/3% or more but less than a majority; or
o a majority of all voting power.
Control shares do not include shares of stock an acquiring person is entitled
to vote as a result of having previously obtained stockholder approval. A
control share acquisition generally means the acquisition of, ownership of or
the power to direct the exercise of voting power with respect to, control
shares.
A person who has made or proposes to make a "control share acquisition,"
under specified conditions, including an undertaking to pay expenses, may
require the board of directors to call a special stockholders' meeting to
consider the voting rights of the shares. The meeting must be held within 50
days of the demand. If no request for a meeting is made, the corporation may
itself present the question at any stockholders' meeting.
If voting rights are not approved at the meeting or if the acquiring person
does not deliver an acquiring person statement as permitted by the statute, the
corporation generally may redeem any or all of the control shares, except those
for which voting rights have previously been approved. This redemption of shares
must be for fair value, determined without regard to voting rights as of the
date of the last control share acquisition or of any stockholders' meeting at
which the voting rights of the shares are considered and not approved. If voting
rights for "control shares" are approved at a stockholders' meeting and the
acquiror becomes entitled to vote a majority of the shares entitled to vote, all
other stockholders may exercise appraisal rights. The fair value of the stock
determined for purposes of appraisal rights may not be less than the highest
price per share paid in the control share acquisition. The limitations and
restrictions otherwise applicable to the exercise of dissenters' rights do not
apply in the context of a "control share acquisition."
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The control share acquisition statute does not apply to stock acquired in a
merger, consolidation or share exchange if the corporation is a party to the
transaction, or to acquisitions previously approved or exempted by a provision
in the charter or bylaws of the corporation.
Rights Plan
Our board of directors has adopted a rights plan. As a result, we issued one
common share purchase right for each outstanding share of common stock. One
common share purchase right will be issued for each additional share of common
stock that we issue. Each right entitles the holder to purchase one share of
common stock at an exercise price of $70. The rights become exercisable 10
business days after any party acquires or announces an offer to acquire 20
percent or more of our common stock. The rights expire on January 13, 2007. The
rights are redeemable at $0.01 per right at any time before 10 business days
following the time that any party acquires 20 percent or more of our common
stock. In the event we enter into a merger or other business combination, or if
we sell a substantial amount of our assets after the time that the rights become
exercisable, the rights provide that the holder will receive, upon exercise,
shares of the common stock of the surviving or acquiring company having a market
value of twice the exercise price.
DESCRIPTION OF PREFERRED STOCK
Our board is authorized to classify or reclassify any unissued portion of our
authorized shares of common stock to provide for the issuance of shares of other
classes or series, including preferred stock in one or more series. We may issue
preferred stock from time to time in one or more classes or series, with the
exact terms of each class or series established by our board. Without seeking
stockholder approval, our board may issue preferred stock with voting and other
rights that could adversely affect the voting power of the holders of our common
stock.
The rights, preferences, privileges and restrictions of the preferred stock
of each series will be fixed by the articles supplementary relating to each
series. A prospectus supplement relating to each series will specify the terms
of the preferred stock, including:
o the maximum number of shares in the series and the distinctive
designation;
o the terms on which dividends, if any, will be paid;
o the terms on which the shares may be redeemed, if at all;
o the liquidation preference, if any;
o the terms of any retirement or sinking fund for the purchase or
redemption of the shares of the series;
o the terms and conditions, if any, on which the shares of the series shall
be convertible into, or exchangeable for, shares of any other class or
classes of capital stock;
o the voting rights, if any, on the shares of the series; and
o any or all other preferences and relative, participating, operational or
other special rights or qualifications, limitations or restrictions of the
shares.
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The issuance of preferred stock may delay, deter or prevent a change in
control.
We will describe the specific terms of a particular series of preferred stock
in the prospectus supplement relating to that series. The description of
preferred stock above and the description of the terms of a particular series of
preferred stock in the prospectus supplement are not complete. You should refer
to the applicable articles supplementary for complete information. The
prospectus supplement will contain a description of U.S. federal income tax
consequences relating to the preferred stock.
DESCRIPTION OF DEPOSITARY SHARES
The description below and in the prospectus supplement is not complete. You
should read the forms of deposit agreement and depositary receipts filed with
the SEC in connection with the offering of each series of the preferred stock
described below.
General
We may, at our option, elect to offer fractional interests in shares of
preferred stock, rather than shares of preferred stock. If we exercise that
option, we will provide for a depositary to issue receipts for depositary
shares, each of which will represent a fractional interest in a share of
preferred stock.
The shares of preferred stock underlying the depositary shares will be
deposited under a separate deposit agreement between us and a bank or trust
company depositary that has its principal office in the U.S. The prospectus
supplement will include the name and address of the depositary. Subject to the
terms of the deposit agreement, each owner of a depositary share will be
entitled, in proportion to the applicable fractional interest in a share of
preferred stock, to all the rights and preferences of the underlying preferred
stock, including dividend, voting, redemption, conversion and liquidation
rights. Depositary receipts will be issued for depositary shares.
The depositary may issue temporary depositary receipts substantially
identical to, and entitling the holders to all the rights pertaining to, the
definitive depositary receipts. Definitive depositary receipts will then be
prepared thereafter and temporary depositary receipts may be exchanged for
definitive depositary receipts at our expense.
Upon surrender of depositary receipts and payment of the charges provided in
the deposit agreement, the depositary will deliver the whole shares of preferred
stock underlying the depositary shares.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash distributions
on the preferred stock, rounded to the nearest cent, to the record holders of
depositary shares in proportion to the numbers of such depositary shares owned
by them on the relevant record date. Fractions of one cent not so distributed
will be added to the next sum received by the depositary for distribution to
record holders of depositary shares.
In the event of a non-cash distribution, the depositary will, if feasible,
distribute property received by it to the record holders of depositary shares
entitled to them. If the distribution is not feasible, the depositary may sell
the property and distribute the net proceeds to such holders.
- 21 -
Redemption of Depositary Shares
If we redeem the preferred stock underlying the depositary shares, the
depositary will redeem the depositary shares from the proceeds of the redemption
of the preferred stock held by the depositary. The depositary will mail notice
of redemption not less than 30 or more than 60 days prior to the date fixed for
redemption to the record holders of the depositary shares. The redemption price
per depositary share will be equal to the applicable fraction of the redemption
price per share payable with respect to the preferred stock. Whenever we redeem
shares of preferred stock held by the depositary, the depositary will redeem the
corresponding depositary shares as of the same redemption date. If less than all
the depositary shares are to be redeemed, the depositary will select by lot or
pro rata which depositary shares will be redeemed.
After the redemption, the depositary shares called for redemption will no
longer be deemed to be outstanding. All rights of the holders of the depositary
shares will cease, except the right to receive the money or other property to
which the holders are entitled upon redemption and surrender of the depositary
receipts for their depositary shares.
Voting the Preferred Stock
The depositary will mail to the holders of depositary shares the information
contained in any notice of meeting at which the holders of preferred stock are
entitled to vote. Each record holder of depositary shares on the record date for
the preferred stock may instruct the depositary to exercise its voting rights
with respect to the depositary shares. The depositary will attempt to vote the
number of shares of preferred stock underlying such depositary shares in
accordance with these instructions. We will agree to take any action required to
enable the depositary to vote the depositary shares. The depositary will abstain
from voting shares of preferred stock to the extent it does not receive
instructions from the holders of depositary shares relating to that preferred
stock.
Amendment and Termination of the Deposit Agreement
We and the depositary may amend the form of depositary receipt and any
provision of the deposit agreement at any time. However, neither of us can make
any amendment that would materially and adversely alter the rights of the
existing holders of depositary shares without approval by the record holders of
at least a majority of the outstanding depositary shares. We or the depositary
may terminate a deposit agreement only if:
o all outstanding depositary shares relating thereto have been redeemed;
or
o there has been a final distribution to the holders of preferred stock and
to the holders of the related depositary shares in the event of our
liquidation, dissolution or winding up.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising
solely from the depositary arrangements. We will pay charges of the depositary
in connection with the initial deposit of the preferred stock and any redemption
of the preferred stock. Holders of depositary shares will pay transfer and other
taxes and governmental charges and any other charges listed in the deposit
agreement as holders' charges.
- 22 -
Miscellaneous
The depositary will forward to the holders of depositary shares all reports
and communications that we are required to furnish to the holders of the
preferred stock.
Neither the depositary nor Ryland will be liable if the law or any
circumstance beyond its control prevents it from performing its obligations
under the deposit agreement. Ryland and the depositary will be required only to
perform their duties in good faith. They will not be obligated to prosecute or
defend any legal proceeding regarding any depositary shares or preferred stock
unless the holders of those securities provide them with satisfactory indemnity.
They may rely on written advice of counsel or accountants, or information
provided by persons presenting preferred stock for deposit, holders of
depositary shares or other persons believed to be competent and on documents
believed to be genuine.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering notice to us, and we may
at any time remove the depositary. Any such resignation or removal will take
effect when a successor depositary is established.
DESCRIPTION OF STOCK PURCHASE UNITS
AND STOCK PURCHASE CONTRACTS
The following summarizes the general terms of stock purchase units and stock
purchase contracts we may issue. The particular terms of any stock purchase
units or stock purchase contracts we offer will be described in the prospectus
supplement. This description is subject to the stock purchase contracts, and any
collateral arrangements and depositary arrangements, relating to the stock
purchase or stock purchase contracts.
We may issue stock purchase contracts, including contracts obligating holders
to purchase from us, and us to sell to the holders, a specified number of shares
of common stock or preferred stock at a future date or dates. We may fix the
consideration per share of common stock or preferred stock at the time we issue
the stock purchase contracts, or the consideration may be determined by
referring to a specific formula stated in the stock purchase contracts. We may
issue the stock purchase contracts separately or as a part of stock purchase
units consisting of a stock purchase contract and debt securities, preferred
securities or debt obligations of third parties, including U.S. Treasury
securities, which secure the holders' obligations to purchase the common stock
or preferred stock under the stock purchase contracts. The stock purchase
contracts may require us to make periodic payments to the holders of the stock
purchase units or vice versa. These payments may be unsecured or prefunded on
some basis. The stock purchase contracts may require holders to secure their
obligations in a specified manner.
DESCRIPTION OF WARRANTS TO PURCHASE DEBT SECURITIES
The following summarizes the terms of the debt warrants we may offer. The
debt warrants will be subject to the detailed provisions of a debt warrant
agreement that we will enter into with a debt warrant agent we select at the
time of issue.
- 23 -
General
We may issue debt warrants evidenced by debt warrant certificates
independently or together with any securities offered by any prospectus
supplement. If we offer debt warrants, the prospectus supplement will describe
the terms of the warrants, including:
o the offering price, if any;
o the designation, aggregate principal amount and terms of the debt
securities purchasable upon exercise of the warrants and the terms of the
indenture under which the debt securities will be issued;
o if applicable, the designation and terms of the debt securities with which
the debt warrants are issued and the number of debt warrants issued with
each debt security;
o if applicable, the date on and after which the debt warrants and the
related securities will be separately transferable;
o the principal amount of debt securities purchasable upon exercise of one
debt warrant and the price at which the principal amount of debt
securities may be purchased upon exercise;
o the dates on which the right to exercise the debt warrants begins and
expires;
o U.S. federal income tax consequences;
o whether the warrants represented by the debt warrant certificates will
be issued in registered or bearer form;
o the currencies in which the offering price and exercise price are
payable; and
o if applicable, any antidilution provisions.
You may exchange debt warrant certificates for new debt warrant certificates
of different denominations and may present debt warrant certificates for
registration of transfer at the corporate trust office of the debt warrant
agent, which will be listed in the prospectus supplement. Warrantholders do not
have any of the rights of holders of debt securities, except to the extent that
the consent of warrantholders may be required for certain modifications of the
terms of an indenture or form of the debt security, as the case may be, and the
series of debt securities issuable upon exercise of the debt warrants. In
addition, warrantholders are not entitled to payments of principal of and
interest, if any, on the debt securities.
Exercise of Debt Warrants
You may exercise debt warrants by surrendering the debt warrant certificate
at the corporate trust office of the debt warrant agent, with payment in full of
the exercise price. Upon the exercise of debt warrants, the debt warrant agent
will, as soon as practicable, deliver the debt securities in authorized
denominations in accordance with your instructions and at your sole cost and
risk. If less than all the debt warrants evidenced by the debt warrant
certificate are exercised, the agent will issue a new debt warrant certificate
for the remaining amount of debt warrants
- 24 -
DESCRIPTION OF WARRANTS TO PURCHASE
COMMON STOCK OR PREFERRED STOCK
The following summarizes the terms of common stock warrants and preferred
stock warrants we may issue. This description is subject to the detailed
provisions of a stock warrant agreement that we will enter into between us and a
stock warrant agent we select at the time of issue.
General
We may issue stock warrants evidenced by stock warrant certificates under a
stock warrant agreement independently or together with any securities we offer
by any prospectus supplement. If we offer stock warrants, the prospectus
supplement will describe the terms of the stock warrants, including:
o the offering price, if any;
o if applicable, the designation and terms of the preferred stock
purchasable upon exercise of the preferred stock warrants;
o the number of shares of common or preferred stock purchasable upon
exercise of one stock warrant and the initial price at which the shares
may be purchased upon exercise;
o the dates on which the right to exercise the stock warrants begins and
expires;
o U.S. federal income tax consequences;
o call provisions, if any;
o the currencies in which the offering price and exercise price are
payable; and
o if applicable, the antidilution provisions of the stock warrants.
The shares of common stock or preferred stock we issue upon exercise of the
stock warrants will, when issued in accordance with the stock warrant agreement,
be validly issued, fully paid and nonassessable.
Exercise of Stock Warrants
You may exercise stock warrants by surrendering to the stock warrant agent
the stock warrant certificate, which indicates your election to exercise all or
a portion of the stock warrants evidenced by the certificate. Surrendered stock
warrant certificates must be accompanied by payment of the exercise price in the
form of cash or a check. The stock warrant agent will deliver certificates
evidencing duly exercised stock warrants to the transfer agent. Upon receipt of
the certificates, the transfer agent will deliver a certificate representing the
number of shares of common stock or preferred stock purchased. If you exercise
fewer than all the stock warrants evidenced by any certificate, the stock
warrant agent will deliver a new stock warrant certificate representing the
unexercised stock warrants.
- 25 -
No Rights as Stockholders
Holders of stock warrants are not entitled to vote, to consent, to receive
dividends or to receive notice as stockholders with respect to any meeting of
stockholders, or to exercise any rights whatsoever as stockholders of Ryland.
PLAN OF DISTRIBUTION
We may sell the securities through underwriters or dealers, through agents,
or directly to one or more purchasers. The applicable prospectus supplement will
describe the terms of the offering of the securities, including:
o the name or names of any underwriters, if any;
o the purchase price of the securities and the proceeds we will receive
from the sale;
o any underwriting discounts and other items constituting underwriters'
compensation;
o any initial public offering price;
o any discounts or concessions allowed or reallowed or paid to dealers;
and
o any securities exchange or market on which the securities may be
listed.
Only underwriters named in the prospectus supplement are underwriters of the
securities offered by the prospectus supplement.
If underwriters are used in the sale, they will acquire the securities for
their own account and may resell them from time to time in one or more
transactions at a fixed public offering price or at varying prices determined at
the time of sale. We may offer the securities to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a
syndicate. Subject to certain conditions, the underwriters will be obligated to
purchase all the securities of the series offered by the prospectus supplement.
Any public offering price and any discounts or concessions allowed or reallowed
or paid to dealers may change from time to time.
We may sell securities directly or through agents we designate from time to
time. We will name any agent involved in the offering and sale of securities and
we will describe any commissions we will pay the agent in the prospectus
supplement. Unless the prospectus supplement states otherwise, our agent will
act on a best-efforts basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by certain types of
institutional investors to purchase securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
We will describe the conditions to these contracts and the commissions we must
pay for solicitation of these contracts in the prospectus supplement.
We may provide agents and underwriters with indemnification against certain
civil liabilities, including liabilities under the Securities Act, or
contribution with respect to payments that the agents or underwriters may make
with respect to such liabilities. Agents and underwriters may engage in
transactions with, or perform services for, us in the ordinary course of
business.
- 26 -
All securities we offer other than common stock will be new issues of
securities with no established trading market. Any underwriters may make a
market in these securities, but will not be obligated to do so and may
discontinue any market making at any time without notice. We cannot guarantee
the liquidity of the trading markets for any securities.
LEGAL MATTERS
Piper Marbury Rudnick and Wolfe LLP will provide us with an opinion as to
legal matters in connection with the securities we are offering.
EXPERTS
Ernst and Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 1998, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the Registration
Statement. Our financial statements and schedule are incorporated by reference
in reliance on Ernst and Young LLP's report, given on their authority as experts
in accounting and auditing.
- 27 -
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
14. Other Expenses of Issuance and Distribution
The following table shows the estimated costs and expenses, other than
underwriting discounts, payable by the registrant in connection with the
offering of the securities being registered.
Securities and Exchange Commission registration $ 52,800
fee.............................................
National Association of Securities Dealers, Inc. *
filing fee......................................
New York Stock Exchange listing fee............. *
Transfer agent's and registrar's fees........... *
Legal fees and expenses......................... *
Accounting fees and expenses.................... *
Miscellaneous fees and expenses................. *
-------------
Total.................................. $ *
=============
----------------
* To be provided by amendment.
15. Indemnification of Directors and Officers
Section 2-418 of the Maryland General Corporation Law permits indemnification
of directors, officers, employees and agents of a corporation under certain
conditions and subject to limitations. Our amended and restated articles of
incorporation includes provisions to require us to indemnify our directors and
officers to the fullest extent permitted by Section 2-418, including
circumstances in which indemnification is otherwise discretionary. Section 2-418
also empowers us to purchase and maintain insurance that protects our officers,
directors, employees and agents against any liabilities incurred in connection
with their service in such positions.
At present, there is no pending litigation or proceeding involving any of our
directors or officers as to which indemnification is being sought nor are we
aware of any threatened litigation that may result in claims for indemnification
by any officer or director.
16. Exhibits
Exhibit No. Description
1.1* Form of Underwriting Agreement
3.1** Charter
3.2*** Bylaws
4.1**** Rights Agreement dated as of October 18, 1996, between The
Ryland Group, Inc., and ChaseMellon Shareholder Services,
L.L.C.
4.2+ Indenture dated as of June 28, 1996 between The Ryland
Group, Inc. and The Chase Manhattan Bank
4.3++ Indenture dated as of July 15, 1992 between The Ryland
Group, Inc. and First Union National Bank
4.4* Form of Deposit Agreement
4.5* Form of Stock Purchase Contract
4.6* Form of Stock Warrant Provisions
5.1+++ Opinion of Piper Marbury Rudnick and Wolfe LLP
12.1+++ Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Ernst and Young LLP, independent auditors
23.2+++ Consent of Piper Marbury Rudnick and Wolfe LLP (included in
Exhibit 5.1)
24.1+++ Powers of Attorney
25.1* Statement of Eligibility and Qualification on Form T-1
II - 1
---------------------------
* To be filed by amendment or as an exhibit to a report pursuant to Section
13(a), 13(c) or 15(d) of the Exchange Act.
** Incorporated by reference to our Form 10-K for the year ended December 31,
1989.
*** Incorporated by reference to our Form 10-K for the year ended December 31,
1996.
**** Incorporated by reference to our Form 8-K filed October 24, 1996.
+ Incorporated by reference to our Form 8-K filed July 2, 1996.
++ Incorporated by reference to our Form 8-K filed August 6, 1992.
+++ Previously filed.
17. Undertakings
A. 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 the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the
maximum aggregate offering price, set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and
II - 2
(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 (i) and (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 with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference into the
registration statement.
(2)That, for the purpose of determining any liability under the Securities
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 that remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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. Insofar as indemnification for liabilities arising under the Securities
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 Securities Act and is therefore
unenforceable. If 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
Securities Act and will be governed by the final adjudication of such issue.
D. To file an application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Trust Indenture Act.
II - 3
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
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 Columbia, State of Maryland, on February 29, 2000.
THE RYLAND GROUP, INC.
By: /s/ Timothy J. Geckle
-------------------------------
Timothy J. Geckle
Senior Vice President and
General Counsel
Name Title Date
* Chairman, President and February 29, 2000
--------------------------- Chief Executive Officer
R. Chad Dreier (principal executive
officer)
* Executive Vice President February 29, 2000
--------------------------- and Chief Financial Officer
Gordon A. Milne (principal financial
officer)
* Vice President and Chief February 29, 2000
--------------------------- Accounting Officer
David L. Fristoe (principal accounting
officer)
Director February 29, 2000
---------------------------
James A. Flick, Jr.
* Director February 29, 2000
---------------------------
Leslie M. Frecon
* Director February 29, 2000
---------------------------
William L. Jews
II - 4
* Director February 29, 2000
---------------------------
William G. Kagler
* Director February 29, 2000
---------------------------
Robert E. Mellor
* Director February 29, 2000
-----------------------------
Charlotte St. Martin
* Director February 29, 2000
---------------------------
Paul J. Varello
Director February 29, 2000
---------------------------
John O. Wilson
*By: /s/ Timothy J. Geckle
---------------------------
Attorney-in Fact
II - 5
Exhibit Index
Exhibit No. Description
1.1* Form of Underwriting Agreement
3.1** Charter
3.2*** Bylaws
4.1**** Rights Agreement dated as of October 18, 1996, between The
Ryland Group, Inc., and ChaseMellon Shareholder Services,
L.L.C.
4.2+ Indenture dated as of June 28, 1996 between The Ryland
Group, Inc. and The Chase Manhattan Bank
4.3++ Indenture dated as of July 15, 1992 between The Ryland
Group, Inc. and First Union National Bank
4.4* Form of Deposit Agreement
4.5* Form of Stock Purchase Contract
4.6* Form of Stock Warrant Provisions
5.1+++ Opinion of Piper Marbury Rudnick and Wolfe LLP
12.1+++ Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Ernst and Young LLP, independent auditors
23.2+++ Consent of Piper Marbury Rudnick and Wolfe LLP (included in
Exhibit 5.1)
24.1+++ Powers of Attorney
25.1* Statement of Eligibility and Qualification on Form T-1
---------------------------
* To be filed by amendment or as an exhibit to a report pursuant to Section
13(a), 13(c) or 15(d) of the Exchange Act.
** Incorporated by reference to our Form 10-K for the year ended December 31,
1989.
*** Incorporated by reference to our Form 10-K for the year ended December 31,
1996.
**** Incorporated by reference to our Form 8-K filed October 24, 1996.
+ Incorporated by reference to our Form 8-K filed July 2, 1996.
++ Incorporated by reference to our Form 8-K filed August 6, 1992.
+++ Previously filed.
