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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 2000
Registration No. 333-31034
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
THE RYLAND GROUP, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-0849948
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification number)
24025 PARK SORRENTO, SUITE 400
CALABASAS, CALIFORNIA 91302
(818) 223-7500
(Address of principal executive offices)
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TIMOTHY J. GECKLE, ESQUIRE
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
THE RYLAND GROUP, INC.
24025 PARK SORRENTO, SUITE 400
CALABASAS, CALIFORNIA 91302
(818) 223-7500
(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 & 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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER OFFERING FEE(6)
(1) SHARE (1) PRICE (2) (3)
---------------------------------------------------------------------------------------
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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</TABLE>
(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.
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(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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
16. EXHIBITS
EXHIBIT NO. DESCRIPTION
This Post-Effective Amendment No. 1 is filed pursuant to Rule 462
(d) solely to add exhibits 1.1, 12.1 and 25.1, which exhibits are
filed herewith or incorporated by reference herein.
1.1* Underwriting Agreement Basic Provisions dated July 2, 1996
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
II-1
<PAGE> 4
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 & Wolfe LLP
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1+++ Consent of Ernst & Young LLP, independent auditors
23.2+++ Consent of Piper Marbury Rudnick & Wolfe LLP (included in
Exhibit 5.1)
24.1+++ Powers of Attorney
25.1 Statement of Eligibility and Qualification on Form T-1
---------------------------
* Incorporated by reference to our Form 8-K filed July 2, 1996.
** 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 Post-Effective Amendment No. 1 to our
Registration Statement on Form S-3 (No. 33-50933) filed May 15, 1996.
++ Incorporated by reference to our Form 8-K filed August 6, 1992.
+++ Previously filed.
++++ 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No.1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calabasas, State of California, on August 21, 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 August 21, 2000
------------------- Chief Executive Officer
R. CHAD DREIER (principal executive
officer)
* Executive Vice President August 21, 2000
------------------- and Chief Financial Officer
GORDON A. MILNE (principal financial
officer)
* Vice President and Chief August 21, 2000
-------------------- Accounting Officer
(principal accounting
DAVID L. FRISTOE officer)
Director August 21, 2000
--------------------
JAMES A. FLICK, JR.
* Director August 21, 2000
--------------------
LESLIE M. FRECON
* Director August 21, 2000
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WILLIAM L. JEWS
* Director August 21, 2000
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WILLIAM G. KAGLER
* Director August 21, 2000
--------------------
ROBERT E. MELLOR
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* Director August 21, 2000
--------------------
CHARLOTTE ST. MARTIN
* Director August 21, 2000
--------------------
PAUL J. VARELLO
* Director
--------------------
JOHN O. WILSON
* By: /s/ Timothy J. Geckle
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ATTORNEY-IN FACT
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
1.1* Underwriting Agreement Basic Provisions dated July 2, 1996
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 & Wolfe LLP
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1+++ Consent of Ernst & Young LLP, independent auditors
23.2+++ Consent of Piper Marbury Rudnick & Wolfe LLP (included in
Exhibit 5.1)
24.1+++ Powers of Attorney
25.1 Statement of Eligibility and Qualification on Form T-1
---------------------------
* Incorporated by reference to our Form 8-K filed July 2, 1996.
** 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 Post-Effective Amendment No. 1 to
our Registration Statement on Form S-3 (No. 33-50933) filed May
15, 1996.
++ Incorporated by reference to our Form 8-K filed August 6, 1992.
+++ Previously filed.
++++ 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.
