<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
STANDARD PACIFIC CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
STANDARD PACIFIC CORP.
1565 WEST MACARTHUR BOULEVARD
COSTA MESA, CALIFORNIA 92626
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1997
The 1997 Annual Meeting of Stockholders of Standard Pacific Corp. (the
"Company") will be held at the Irvine Marriott Hotel, 18000 Von Karman Avenue,
Irvine, California, on May 13, 1997 at 10:30 A.M., local time, for the
following purposes:
(1) To elect three directors constituting Class III of the Board of
Directors to hold office for a three-year term;
(2) To consider the approval of the Company's 1997 Stock Incentive Plan;
(3) To consider the approval of the Company's Amended Management Incentive
Bonus Plan; and
(4) To transact such other business as may properly come before the meeting
and any postponement or adjournment thereof.
The close of business on March 25, 1997 has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
receive notice of and to vote at the Annual Meeting and any and all
postponements and adjournments thereof.
In order to constitute a quorum for the conduct of business at the Annual
Meeting, it is necessary that holders of a majority of all outstanding shares
of Common Stock be present in person or be represented by proxy. Your
attention is invited to the accompanying Proxy Statement. To assure your
representation at the Annual Meeting, please date, sign and mail the enclosed
Proxy for which a return envelope is provided. Stockholders who attend the
Annual Meeting may vote in person even though they have previously mailed
their proxy.
By Order of the Board of Directors
SUZANNE C. HIMES
Corporate Secretary
Costa Mesa, California
March 28, 1997
<PAGE>
PROXY STATEMENT
STANDARD PACIFIC CORP.
1565 WEST MACARTHUR BOULEVARD
COSTA MESA, CALIFORNIA 92626
ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1997
GENERAL INFORMATION
This Proxy Statement is being mailed on or about March 28, 1997 in
connection with the solicitation on behalf of the Board of Directors of
Standard Pacific Corp., a Delaware corporation (the "Company"), of proxies for
use at the Annual Meeting of Stockholders of the Company to be held on
Tuesday, May 13, 1997, at the Irvine Marriott Hotel, 18000 Von Karman Avenue,
Irvine, California, at 10:30 A.M., local time, and at any and all
postponements and adjournments thereof.
The entire cost of solicitation of proxies will be borne by the Company,
including expenses in connection with preparing, assembling and mailing the
proxy solicitation materials and all papers accompanying them. The Company may
reimburse brokers or persons holding stock in their names or in the names of
their nominees for their expenses in sending proxies and proxy material to
beneficial owners. In addition to solicitation by mail, certain officers,
directors and regular employees of the Company, who will receive no extra
compensation for their services, may solicit proxies by telephone, telegraph
or personally. The Company has engaged ChaseMellon Shareholder Services,
L.L.C. to assist in the solicitation of proxies. The fee for such services
will be approximately $6,500 plus reasonable expenses.
RECORD DATE AND VOTING
All voting rights are vested exclusively in the holders of the Company's
common stock, par value $.01 per share (the "Common Stock"). Only stockholders
of record as of the close of business on March 25, 1997 are entitled to
receive notice of and to vote at the meeting.
The persons named in the accompanying proxy card will vote shares
represented by all valid proxies in accordance with the instructions contained
thereon. In the absence of instructions, shares represented by properly
executed proxies will be voted (i) in favor of the election of the Class III
directors of the Company designated hereinafter as nominees (see "Election of
Directors" at page 2 of this proxy statement), (ii) for approval of the
Company's 1997 Stock Incentive Plan and (iii) for approval of the Company's
Amended Management Incentive Bonus Plan. Any stockholder may revoke his or her
proxy at any time prior to its use by filing with the Secretary of the
Company, at 1565 West MacArthur Boulevard, Costa Mesa, California 92626,
written notice of revocation or a duly executed proxy bearing a later date.
Execution of the enclosed proxy will not affect your right to vote in person
if you should later decide to attend the Annual Meeting.
As of March 5, 1997, the Company had outstanding a total of 29,495,181
shares of Common Stock, each share of which is entitled to one vote, and the
presence, either in person or by proxy, of persons entitled to vote a majority
of the outstanding common stock is necessary to constitute a quorum for the
transaction of business at the Annual Meeting.
Votes cast by proxy or in person at the Annual Meeting will be counted by
the persons appointed by the Company to act as election inspectors for the
meeting. The election inspectors will treat abstentions as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum and for purposes of determining the outcome of any matter submitted to
the shareholders for a vote. Consequently, abstentions will
1
<PAGE>
have no effect on the election of directors, such election being by a
plurality vote, and will have the effect of a vote against approval of the
Company's 1997 Stock Incentive Plan and against approval of the Company's
Amended Management Incentive Bonus Plan.
The election inspectors will treat broker non-votes as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. However, for purposes of determining the outcome of any matter as to
which the broker or nominee has physically indicated on the proxy that it does
not have discretionary authority to vote, those shares will be treated as not
present and not entitled to vote with respect to that matter (even though
those shares are considered entitled to vote for quorum purposes and may be
entitled to vote on other matters). Under such circumstances, the broker non-
vote will have no effect on the outcome of such matter.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, each of the classes
having three directors and only one class being elected each year. In 1997,
three directors are to be elected for a term of three years or until the
election and qualification of their respective successors.
The Board of Directors has nominated the following persons for election as
directors: Ronald R. Foell, Robert J. St.Lawrence and Donald H. Spengler. Mr.
Foell retired September 30, 1996 as President of the Company, a position he
has held since 1969; Mr. St.Lawrence retired in 1987 as Vice President-
Finance, Treasurer and Secretary of the Company; and Mr. Spengler has been a
private investor managing his own properties and investments since 1981.
Messrs. Foell, St.Lawrence and Spengler were elected to their present terms of
office at a prior annual meeting of the Stockholders of the Company.
Directors will be elected by a plurality of the votes of the shares present
and entitled to vote at the Annual Meeting (assuming the presence of a
quorum). Unless instructed otherwise, the persons named on the accompanying
form of proxy will vote all proxies received by them in favor of election of
the three nominees named above. The Board of Directors of the Company does not
contemplate that any of its proposed nominees listed above will become
unavailable for any reason, but if such unavailability should occur before the
Annual Meeting, proxies will be voted for another nominee selected by the
Board of Directors.
The information set forth below as to each nominee has been furnished by the
nominee:
<TABLE>
<CAPTION>
NAME AND PRESENT PERIOD SERVED AS DIRECTOR OR EXECUTIVE
POSITION, CLASS OF TERM OFFICER OF THE COMPANY AND OTHER BUSINESS
IF ANY, WITH THE COMPANY AGE DIRECTOR EXPIRES EXPERIENCE DURING THE PAST FIVE YEARS
------------------------ --- --------- ------- -------------------------------------------
<S> <C> <C> <C> <C>
Ronald R. Foell.......... 68 Class III 2000 Director since 1967 and President of the
Company since 1969 until his retirement on
September 30, 1996.
Robert J. 70 Class III 2000 Director since 1961, Vice President-Finance
St.Lawrence(1)(3)....... and Treasurer of the Company from 1961
through December 31, 1987 and Secretary
from 1976 through December 31, 1987.
Mr. St.Lawrence retired on December 31,
1987 and is currently a private investor.
Donald H. Spengler(1).... 70 Class III 2000 Director of the Company since 1962. Since
January 1981, Mr. Spengler has been a
private investor managing his own
properties and investments.
</TABLE>
2
<PAGE>
The following table sets forth certain pertinent information with respect to
the other directors of the Company. All references to the "Company" herein
refer to Standard Pacific Corp. and its predecessors. The officers of the
Company are elected annually and serve at the discretion of the Board of
Directors.
<TABLE>
<CAPTION>
NAME AND PRESENT PERIOD SERVED AS DIRECTOR OR EXECUTIVE
POSITION, CLASS OF TERM OFFICER OF THE COMPANY AND OTHER BUSINESS
IF ANY, WITH THE COMPANY AGE DIRECTOR EXPIRES EXPERIENCE DURING THE PAST FIVE YEARS
- ------------------------ --- -------- ------- -------------------------------------------
<S> <C> <C> <C> <C>
Arthur E. Svendsen (3).. 73 Class I 1998 Director, Chairman of the Board and Chief
Chairman of the Board Executive Officer of the Company since
and Chief Executive 1961.
Officer
Stephen J. Scarborough.. 48 Class II 1999 Director since May 1996 and President of
President the Company since October 1, 1996.
Mr. Scarborough served as Executive Vice
President of the Company from January 1996
to September 30, 1996. Prior to this and
since 1981, Mr. Scarborough was President
of the Company's Orange County, California
residential homebuilding division.
William H. 68 Class II 1999 Director since 1972 and President of
Langenberg(2)(3)....... Standard Pacific-Northern California, a
homebuilding subsidiary of the Company,
from 1971 to 1985. President of Langen
Corp. since 1978.
Dr. James L. Doti 50 Class I 1998 Director since May 1995. President of
(1)(2)................. Chapman University since 1991 and
professor of economics since 1974. Dr.
Doti founded the University's center for
Economic Research in 1978. He is also a
director of First American Financial
Corporation, Fleetwood Enterprises, Inc.
and Remedy Temp., Inc.
Keith D. Koeller (2).... 40 Class I 1998 Director since May 1995. Since 1986,
Mr. Koeller has served as partner of the
law firm of Mower, Koeller, Nebeker,
Carlson & Haluck.
</TABLE>
- --------
(1) Member of the Audit Committee of the Board of Directors.
(2) Member of the Compensation Committee of the Board of Directors.
(3) Member of the Nominating Committee of the Board of Directors.
3
<PAGE>
APPROVAL OF 1997 STOCK INCENTIVE PLAN
As of March 5, 1997, an aggregate of 7,775 shares of Common Stock remained
available under the Company's existing 1991 Employee Stock Incentive Plan for
the grant of stock options or stock appreciation rights, for sale as
restricted stock or for issuance pursuant to other stock-based incentives. The
Board of Directors believes that such number of shares is insufficient to
allow the Company to continue to make substantial use of stock-based
incentives to attract, retain and motivate qualified employees and nonemployee
directors. In order to increase the aggregate number of shares available for
stock-based incentives, the Board adopted the 1997 Stock Incentive Plan (the
"Plan") on March 6, 1997 and is submitting it to the stockholders for their
approval at the Annual Meeting.
The following is a description of the material features of the Plan. The
description does not purport to be complete and is qualified in its entirety
by reference to the full text of the Plan which is attached to this Proxy
Statement as Annex A and incorporated herein by reference. Stockholders are
encouraged to read the text of the Plan it its entirety.
DESCRIPTION OF PLAN
The purpose of the Plan is to enable the Company and its subsidiaries to
attract, retain and motivate employees by providing for or increasing their
proprietary interest in the Company and, in the case of nonemployee directors,
to attract such directors and further align their interest with those of the
Company's stockholders by providing for or increasing their proprietary
interests in the Company. Every employee of the Company or any of its
subsidiaries and every nonemployee director of the Company (each a
"Participant") is eligible to be considered for the grant of awards under the
Plan.
The maximum number of shares of Company Common Stock that may be issued
pursuant to awards granted under the Plan is two million (subject to
adjustments to prevent dilution).
The Plan will be administered, at the election of the Board of Directors, by
either (i) the Board of Directors or (ii) a committee (the "Committee") of the
Board of Directors consisting of two or more directors, each of whom: (A) is a
"non-employee director" within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such Rule
may be amended from time to time, and (B) is an "outside director" within the
meaning of Section 162(m) of the Internal Revenue Code (the "Code"), as such
Code provision is amended from time to time. The Board of Directors or, if the
Board of Directors authorizes the Committee to act as the administrator of the
Plan, the Committee, is sometimes referred to herein as the "Administrator."
The Administrator has full and final authority to select the Participants to
receive awards and to grant such awards. Subject to the provisions of the
Plan, the Administrator has a wide degree of flexibility in determining the
terms and conditions of awards and the number of shares to be issued pursuant
thereto. The expenses of administering the Plan will be borne by the Company.
The Plan authorizes the Administrator to enter into any type of arrangement
with an eligible Participant that, by its terms, involves or might involve the
issuance of Company Common Stock or any other security or benefit with a value
derived from the value of Company Common Stock. Awards are not restricted to
any specified form or structure and may include, without limitation, sales or
bonuses of stock, restricted stock, stock options, reload stock options, stock
purchase warrants, other rights to acquire stock, securities convertible into
or redeemable for stock, stock appreciation rights, limited stock appreciation
rights, phantom stock, dividend equivalents, performance units or performance
shares. An award may consist of one such security or benefit or two or more of
them in tandem or in the alternative.
An award granted under the Plan to a Participant may include a provision
accelerating the receipt of benefits upon the occurrence of specified events,
such as a change of control of the Company or a dissolution, liquidation,
merger, reclassification, sale of substantially all of the property and assets
of the Company or other significant corporate transaction. Any stock option
granted to an employee Participant may be a tax-benefited incentive
4
<PAGE>
stock option or, in the case of any Participant, a non-qualified stock option
that is not tax-benefited. See "Tax Treatment of the Plan," below.
An award to a Participant may permit the Participant to pay all or part of
the purchase price of the shares or other property issuable pursuant thereto,
and/or to pay all or part of such employee's tax withholding obligation with
respect to such issuance, by (i) delivering previously owned shares of capital
stock of the Company or other property, (ii) reducing the amount of shares or
other property otherwise issuable pursuant to the award or (iii) delivering a
promissory note, the terms and conditions of which will be determined by the
Administrator. If an option granted to a Participant permitted the Participant
to pay for the shares issuable pursuant thereto with previously owned shares,
the Participant would be able to exercise the option in successive
transactions, starting with a relatively small number of shares and, by a
series of exercises using shares acquired from each such transaction to pay
the purchase price of the shares acquired in the following transaction, to
exercise an option for a large number of shares with no more investment than
the original share or shares delivered.
Pursuant to Section 16(b) of the Exchange Act, directors, certain officers
and 10% stockholders of the Company are generally liable to the Company for
disgorgement of any "short-swing" profits realized from any non-exempt
purchase and sale of Company Common Stock occurring within a six-month period.
Rule 16b-3 provides an exemption from Section 16(b) liability for certain
transactions by an officer or director pursuant to an employee benefit plan
that complies with such Rule. Specifically, the grant of an option under an
employee benefit plan that complies with Rule 16b-3 will not be deemed a
purchase of a security for Section 16(b) purposes. The Plan is designed to
comply with Rule 16b-3.
The Plan became effective, subject to stockholder approval, upon its
adoption by the Board of Directors on March 6, 1997. The approval and adoption
of the Proposal by the Stockholders at the Annual Meeting will constitute
stockholder approval and adoption of the Plan. Awards may not be granted under
the Plan after March 6, 2007. Although any award that was duly granted on or
prior to such date may thereafter be exercised or settled in accordance with
its terms, no shares of Company Common Stock may be issued pursuant to any
award after March 6, 2017.
Subject to limitations imposed by law, the Board of Directors may amend or
terminate the Plan at any time and in any manner. However, no such amendment
or termination may deprive the recipient of an award previously granted under
the Plan of any rights thereunder without his or her consent.
TAX TREATMENT OF THE PLAN
The following is a brief description of the federal income tax treatment
that will generally apply to awards made under the Plan, based on federal
income tax laws in effect on the date hereof. The exact federal income tax
treatment of awards will depend on the specific nature of any such award. Such
an award may, depending on the conditions applicable to the award, be taxable
as an option, an award of restricted or unrestricted stock, an award which is
payable in cash, or otherwise.
Pursuant to the Plan, employee Participants may be granted options which are
intended to qualify as incentive stock options ("Incentive Options") under the
provisions of Section 422 of the Code. Generally, the optionee is not taxed,
and the Company is not entitled to a deduction, on the grant or exercise of an
Incentive Option. However, if the optionee sells the shares acquired upon the
exercise of an Incentive Option at any time within (i) one year after the date
of exercise of the Incentive Option or (ii) two years after the date of grant
of the Incentive Option, then the optionee will recognize ordinary income in
an amount equal to the excess, if any, of the lesser of the sales price or the
fair market value on the date of exercise over the exercise price of the
Incentive Option. The Company will generally be entitled to a deduction in an
amount equal to the amount of ordianry income recognized by the optionee. The
Plan provides that the maximum number of shares of Company Common Stock that
may be issued pursuant to Incentive Options, in the aggregate, is two million
shares.
The grant of an option or other similar right to acquire stock that does not
qualify for treatment as an Incentive Option is generally not a taxable event
for the optionee. Upon exercise of the option, the optionee will
5
<PAGE>
generally recognize ordinary income in an amount equal to the excess of the
fair market value of the stock acquired upon exercise (determined as of the
date of exercise) over the exercise price of such option, and the Company will
be entitled to a deduction equal to such amount.
Special rules will apply, however, if the optionee is subject to Section 16
of the Exchange Act and during any period of time (the "Section 16(b) Period")
a sale of the stock acquired upon exercise of the option could subject such
optionee to suit under Section 16. In such case, the optionee will not
recognize ordinary income and the Company will not be entitled to a deduction
until the expiration of the Section 16(b) Period. Upon such expiration, the
optionee will recognize ordinary income, and the Company will be entitled to a
deduction, equal to the excess of the fair market value of the stock
(determined as of the expiration of the Section 16(b) Period) over the option
exercise price. As described below, such an optionee may elect under Code
Section 83(b) to recognize ordinary income on the date of exercise, in which
case the Company would be entitled to a deduction at that time equal to the
amount of the ordinary income recognized.
Awards to Participants under the Plan may also include stock sales, stock
bonuses or other grants of stock. Stock issued pursuant to these awards may be
subject to certain restrictions. Pursuant to Section 83 of the Code, stock
sold or granted under the Plan will give rise to taxable income at the
earliest time at which such stock is not subject to a substantial risk of
forfeirture or is freely transferable for purposes of Section 83. At that
time, the holder will recognize ordinary income equal to the excess of the
fair market value of the shares (determined as of such time) over the purchase
price, and the Company will be entitled to a deduction equal to such amount.
If the holder of the stock is a person subject to Section 16(b) and if the
sale of the stock at a profit could subject such person to suit under Section
16(b), income will be recognized in accordance with the rules described above
regarding stock issued to such persons upon the exercise of an option, unless
the holder makes an election under Section 83(b) to recognize income on the
date the stock is issued.
Awards may be granted to Participants under the Plan that do not fall
clearly into the categories described above. The federal income tax treatment
of these awards will depend upon the specific terms of such awards. The
Company will generally be required to withhold applicable taxes with respect
to any ordinary income recognized by a participant in connection with awards
made under the Plan.
The terms of the agreements pursuant to which specific awards are made to
Participants under the Plan may provide for accelerated vesting or payment of
an award in connection with a change in ownership or control of the Company.
In that event and depending upon the individual circumstances of the recipient
employee, certain amounts with respect to such awards may consitute "excess
parachute payments" under the golden parachute provisions of the Code.
Pursuant to such provisions, an employee will be subject to a 20% excise tax
on any "excess parachute payment" and the Company will be denied any deduction
with respect to such "excess parachute payment."
Section 162(m) of the Code precludes a publicly traded corporation from
taking a deduction for compensation paid to certain highly paid executives for
amounts in excess of $1 million. Options, stock grants and other payments are
excluded from this rule if they qualify as performance-based compensation. The
Company has designed the Plan and expects to administer it so as to qualify
thereunder as performance-based compensation.
BOARD RECOMMENDATION
The Board of Directors believes that it is in the best interest of the
Company and its stockholders to adopt the Plan in order to attract, retain and
motivate qualified employees and nonemployee directors. A majority of the
votes cast at the Annual Meeting is necessary for the approval of this
proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE APPROVAL OF THE 1997 STOCK INCENTIVE PLAN.
6
<PAGE>
APPROVAL OF AMENDED MANAGEMENT INCENTIVE BONUS PLAN
At the Annual Meeting, Stockholders will be asked to approve the Company's
Amended and Restated Management Incentive Bonus Plan (the "Amended Bonus
Plan") under which the Company's Chief Executive Officer and President will
participate. The Amended Bonus Plan is being submitted for stockholder
approval to assure the continued deductibility to the Company of certain cash
compensation paid under the Plan in 1997 and in subsequent years to the
participating executive officers as more fully described below. The Amended
Bonus Plan has been approved by the Compensation Committee of the Board of
Directors (the "Compensation Committee").
Prior to the amendment and restatement of the bonus plan by the Compensation
Committee, the Company's Chief Executive Officer, President and Vice
President-Finance, each participated in the bonus plan. During 1996, the
President, Mr. Ronald R. Foell, retired and was succeeded by Mr. Stephen J.
Scarborough who had previously been the Executive Vice President of the
Company. Also during 1996, Ms. April J. Morris resigned from her position with
the Company as Vice President-Finance, Chief Financial Officer and Secretary.
Ms. Morris was replaced by Mr. Andrew H. Parnes who holds the title of Vice
President-Finance, Treasurer and Chief Financial Officer. As a result of these
changes in the management of the Company, the Compensation Committee amended
and restated the bonus plan to eliminate the participation of the Vice
President-Finance and to increase the participation of the President from 2%
to 2.5% of the pre-tax operating results of the homebuilding and corporate
segments of the Company. The terms of the Amended Bonus Plan are set forth
below.
Under current tax legislation and Treasury regulations (the "Tax Rules"),
compensation to certain executive officers named in the Summary Compensation
Table in excess of $1,000,000 in any one year will not be deductible to the
Company for federal income tax purposes unless such compensation is
performance-based (as defined in the Tax Rules) or is otherwise exempt from
such limits on deductibility. Since 1978, the first year the bonus plan was
used for the Chief Executive Officer, there have been only three years in
which the Company's Chief Executive Officer and President were paid
compensation in excess of $1,000,000 under the terms of the bonus plan. The
applicable conditions which must be satisfied in order to qualify for the
performance-based compensation exemption include, among others, a requirement
that the stockholders approve the bonus plan and the bonus payout formulas and
other material terms of the bonus plan. The amendments effected by the
Compensation Committee by the Amended Bonus Plan require such approval.
The Company's Chief Executive Officer and President will be eligible to
participate in the Amended Bonus Plan. Continued participation will be based
on a person's continued service to the Company in one of these two positions.
After the annual audit of the Company's financial statements has been
completed as of the end of each year in which the Amended Bonus Plan is in
place for one or both of these executive officers, each of these executive
officers shall be entitled to receive from the Company a cash bonus in payment
for services provided during the course of the immediately preceding fiscal
year. No bonus payments, or any portion thereof, under the Amended Bonus Plan
shall be paid to any executive officer who is not an employee of the Company
as of the last day of any calendar year. Futhermore, the Amended Bonus Plan is
not nor is to be construed as a guarantee of employment for any set term or
period of time. The amount of the bonus will be calculated pursuant to the
formulas set out below:
<TABLE>
<C> <S>
Chief Executive Officer... 1.5% of consolidated pre-tax operating results
of the Company as a whole for the prior fiscal
year, as reflected in the Company's audited
financial statements.
President................. 2.5% of the pre-tax operating results of the
homebuilding and corporate segments of the
Company for the prior fiscal year, as reflected
in the Company's audited financial statements.
</TABLE>
The percentage used in the bonus formula for the Chief Executive Officer of
the Company will be the same as it has been since 1978, the first year in
which the Chief Executive Officer participated in the bonus plan. The Amended
Bonus Plan is not intended to increase the formula for computing compensation
payable to the Chief
7
<PAGE>
Executive Officer. The percentage used in the bonus formula for the President
of the Company will increase from 2% to 2.5% to equalize the President's
compensation with similarly situated executives at other publicly traded
homebuilding companies. This will be the first increase in the bonus formula
since 1970 when the bonus plan was adopted. The Amended Bonus Plan excludes
the position of Vice President-Finance from the bonus plan. The Compensation
Committee prefers to award a discretionary bonus to Mr. Andrew H. Parnes, Vice
President-Finance, Treasurer and Chief Financial Officer due to his recent
promotion to the position. The Compensation Committee retains the discretion
to terminate the bonus plan for one or both of the specified executive
officers or to otherwise amend the bonus plan on a prospective basis at its
sole discretion. The Compensation Committee must certify in writing that the
amount of the payment to an officer is the amount provided for under the
applicable foregoing formulas.
The specific future benefits to be paid to eligible participants under the
Amended Bonus Plan are not determinable in advance because of their dependency
on future operating results of the Company. However, the following chart sets
forth the amount of cash bonuses which would have been paid to the Chief
Executive Officer and to the current President of the Company for 1996
calculated on the basis of the same bonus formulas which are proposed for use
under the Amended Bonus Plan.
STANDARD PACIFIC CORP.
AMENDED AND RESTATED
MANAGEMENT INCENTIVE BONUS PLAN
PLAN BENEFITS (PRO FORMA 1996)
<TABLE>
<CAPTION>
DOLLAR VALUE
NAME AND POSITION ($)
----------------- ------------
<S> <C>
Arthur E. Svendsen,
Chief Executive Officer...................................... $209,975
Stephen J. Scarborough,
President.................................................... 303,620
--------
Executive Group (2 Persons)................................... $513,595
========
</TABLE>
BOARD RECOMMENDATION
The Board of Directors believes that the bonus plan has, over its many
years, promoted, and will continue to promote, the interests of the Company
and its stockholders and continue to enable the Company to attract, retain and
motivate persons important to the Company's success through the achievement of
improved financial performance. THE BOARD OF DIRECTORS (WITH MESSRS. SVENDSEN
AND SCARBOROUGH ABSTAINING) RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE
PROPOSAL TO APPROVE THE AMENDED BONUS PLAN WHICH WILL PRESERVE THE TAX
DEDUCTION TO THE COMPANY. Messrs. Svendsen and Scarborough are particpants in
the Amended Bonus Plan, and have been and will be eligible to receive
compensation thereunder. Accordingly, they have abstained from such
recommendation. Proxies solicited by the Board of Directors will be voted in
favor of the Amended Bonus Plan unless stockholders specify otherwise in the
proxy. A majority of the votes cast at the Annual Meeting is necessary for the
approval of this proposal.
8
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 5, 1997
regarding ownership of the Company's shares of Common Stock by (i) nominees
for directors, (ii) all directors and executive officers, (iii) all directors
and executive officers as a group, and (iv) the beneficial owners of more than
5% of the Company's Common Stock based upon information received from such
persons:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT OF
NAME OF BENEFICIAL OUTSTANDING
BENEFICIAL OWNER OWNERSHIP SHARES
---------------- ---------- -----------
<S> <C> <C>
Arthur E. Svendsen.............................. 2,800,000(1) 9.5%
Stephen J. Scarborough.......................... 134,000(2) *
Ronald R. Foell................................. 447,224 1.5%
Andrew H. Parnes................................ 23,470(3) *
William H. Langenberg........................... 39,700 *
Dr. James L. Doti............................... 3,000 *
Donald H. Spengler.............................. 1,053,000 3.6%
Robert J. St.Lawrence........................... 814 *
Keith D. Koeller................................ 0 *
Directors and Executive Officers as a Group (9
persons)....................................... 4,501,208 15.3%
Wellington Management Company, LLP.............. 3,498,400(4) 11.9%
Tweedy, Browne Company, L.P..................... 2,023,720(5) 6.9%
Donald Smith & Co., Inc......................... 1,500,000(6) 5.1%
</TABLE>
- --------
* Less than one percent
(1) Does not include 30,000 shares held beneficially and of record by Martha
Ann Svendsen, Mr. Svendsen's wife. Also does not include 25,000 shares
held in a trust of which Mr. Svendsen is the trustee for the benefit of
his grandchildren. The business address of Mr. Svendsen is 1565 West
MacArthur Boulevard, Costa Mesa, California 92626.
(2) Includes 70,000 shares subject to options held by Mr. Scarborough which
are exercisable within 60 days.
(3)Includes 18,990 shares subject to options held by Mr. Parnes which are
exercisable within 60 days.
(4) The shares are owned by various investment advisory clients of Wellington
Management Company, LLP (including the Vanguard/Windsor Fund, Inc.),
located at 75 State Street, Boston, Massachusetts 02109, which is deemed a
beneficial owner of the shares pursuant to provisions of investment
advisory agreements with such clients. This information is based on the
Schedule 13G filed by Wellington Management Company.
(5) The shares are owned by an affiliated group consisting of Tweedy, Browne
Company, L.P. ("TBC") which is the beneficial owner of 1,938,520 shares;
TBK Partners, L.P. ("TBK") the beneficial owner of 63,800 shares; and
Vanderbilt Partners, L.P. ("Vanderbilt") the beneficial owners of 21,400
shares. The address of each of TBC, TBK and Vanderbilt is 52 Vanderbilt
Avenue, New York, New York 10017. This information is based on a Schedule
13D filed by TBC, TBK and Vanderbilt on May 14, 1996.
(6) The business address of Donald Smith & Co., Inc. is East 80 Route 4,
Paramus, New Jersey 07652.
9
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
COMMITTEES OF THE BOARD OF DIRECTORS AND ATTENDANCE
During 1996, the Board of Directors had standing Audit, Compensation and
Nominating Committees.
AUDIT COMMITTEE: The functions of the committee are to recommend to the
Board of Directors the selection of the Company's independent auditors and to
review and approve the scope of the audit, the results of the audit and the
fees charged for audits. The committee held two meetings during 1996 and all
members were present at each meeting.
COMPENSATION COMMITTEE: The main functions of the committee are to review
and recommend compensation levels of persons designated as executive officers
by the Board of Directors and to review and recommend stock options and other
related matters pertaining to the executive officers. Additionally, the
committee administers the Company's Employee Stock Incentive Plan (the "Plan")
and, subject to the provisions of the Plan, selects the employees to receive
awards and determines the terms and conditions of such awards. The
Compensation Committee held three meetings during 1996, which were attended by
all three committee members.
NOMINATING COMMITTEE: The main functions of the committee are to review and
recommend candidates to fill vacancies on the Board of Directors, to recommend
the slate of directors to be nominated by the Board for election by the
stockholders at the annual meeting of stockholders and to review and make
recommendations to the Board on management succession relating to the
selection of the Chief Executive Officer and other executive officer
positions. The Nominating Committee held one meeting which was attended by all
three committee members.
DIRECTORS COMPENSATION
During 1996, the Company's Board of Directors held five meetings in addition
to the Committee meetings discussed above.
Non-management directors of the Company receive an annual fee of $12,000
payable in quarterly installments and receive $500 for each Board meeting
attended. In addition, each non-management director who is a member of a
committee of the Board of Directors receives $500 for each committee meeting
attended or $750 if he or she is the chairman of a committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has a Compensation Committee consisting of the following members
of the Board of Directors: William H. Langenberg, Chairman; Dr. James L. Doti
and Keith D. Koeller. Mr. Langenberg formerly was the President of the
Company's Northern California Division from 1971 to 1985. Mr. Doti, elected to
the Board in 1995, is President of Chapman University and a professor of
economics. Mr. Koeller, elected to the Board in 1995, is a partner of a law
firm which provides services to the Company.
10
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the total compensation of the Company's
executive officers for 1996, as well as the total compensation paid to each
such individual for the two previous years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION
COMPENSATION(A) AWARDS
--------------------- ------------------
SECURITIES ALL OTHER
NAME AND PRINCIPAL SALARY BONUS(B) UNDERLYING OPTIONS COMPENSATION
POSITION YEAR ($) ($) (#) ($)
------------------ ---- ------- -------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
Arthur E. Svendsen........ 1996 335,321 209,975 -- 5,300(C)
Chief Executive Officer 1995 327,201 0 -- 5,300(C)
1994 312,060 149,843 -- 5,500(C)
Ronald R. Foell........... 1996 277,123 242,896 -- 5,400(C)
President (D) 1995 270,423 0 -- 5,400(C)
1994 257,985 217,926 50,000(G) 5,600(C)
Stephen J. Scarborough.... 1996 203,600 364,344 280,000 5,600(C)
President (E) 1995 159,600 286,000 -- 5,600(C)
1994 151,600 355,612 -- 5,600(C)
Andrew H. Parnes.......... 1996 116,200 60,000 15,000 5,200(C)
Vice President-Finance,
Treasurer and 1995 116,200 40,000 -- 5,200(C)
Chief Financial Officer
(F) 1994 109,200 60,000 -- 5,200(C)
April J. Morris........... 1996 114,595 0 -- 345,400(I)
Vice President-Finance,
Chief Financial 1995 171,892 0 -- 5,600(C)
Officer and Secretary (H) 1994 163,935 99,895 -- 5,600(C)
</TABLE>
- --------
(A) The amount of perquisites and other personal benefits received by each of
the executive officers for the years indicated did not exceed the lesser
of $50,000 or 10 percent of the total of annual salary and bonus for the
year, which represents the threshold reporting requirement.
(B) Bonuses represent amounts earned for each year but paid in the subsequent
year.
(C) Includes Company contributions to the Company's 401(k) retirement plan
which amounted to $5,000 per year. The balance of this amount, after
deducting the Company's 401(k) contributions, represents premiums on life
insurance coverage paid by the Company.
(D) Mr. Foell retired as the Company's President on September 30, 1996.
(E) Mr. Scarborough served as the Company's Executive Vice President from
January 1996 through September 30, 1996, at which time he began serving as
the Company's President.
(F) Mr. Parnes served as the Company's Controller from December 1989 through
July 1996, at which time he began serving as the Company's Chief Financial
Officer. Mr. Parnes has served as the Company's Treasurer since January
1991.
(G) These options were cancelled in their entirety upon Mr. Foell's retirement
in 1996.
(H) Ms. Morris served as the Company's Vice President-Finance, Chief Financial
Officer and Secretary through July 1996.
(I) Includes Company contributions to the Company's 401(k) retirement plan in
the amount of $5,000 and premiums on life insurance coverage paid by the
Company in the amount of $400. The balance of this amount represents
amounts paid to Ms. Morris pursuant to an agreement entered into upon her
departure from the Company.
11
<PAGE>
The following table summarizes option grants to the Company's executive
officers for 1996 and the potential realizable value at certain assumed rates
of stock price appreciation for the option term:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------
NUMBER OF POTENTIAL REALIZABLE VALUE
SECURITIES % OF TOTAL AT ASSUMED ANNUAL RATE
UNDERLYING OPTIONS EXERCISE OF STOCK PRICE APPRECIATION
OPTIONS GRANTED TO OR BASE FOR OPTION TERM(D)
GRANTED EMPLOYEES IN PRICE EXPIRATION ---------------------------
NAME (#)(A,B) FISCAL YEAR ($/SH)(C) DATE 5%($) 10%($)
- ---- ---------- ------------ --------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Arthur E. Svendsen...... -- -- -- -- -- --
Ronald R. Foell......... -- -- -- -- -- --
Stephen J. Scarborough.. 200,000 54.8% $6.625 2006 $833,285 $2,111,709
80,000 21.9% $6.000 2006 $301,869 $ 764,996
Andrew H. Parnes........ 15,000 4.1% $6.000 2006 $ 56,601 $ 143,437
April J. Morris......... -- -- -- -- -- --
</TABLE>
- --------
(A) The 200,000 stock options granted to Mr. Scarborough in 1996 vest and
become exercisable in increments of 20% per year beginning December 17,
1998; the 80,000 stock options granted to Mr. Scarborough in 1996 vest and
become exercisable in increments of 50% per year beginning December 17,
1996. The 15,000 stock options granted to Mr. Parnes in 1996 vest and
become exercisable in increments of 50% per year beginning December 17,
1997.
(B) All options were granted for a term of 10 years, subject to earlier
termination in certain events related to termination of employment. Under
the terms of the Company's 1991 Employee Stock Incentive Plan, the
compensation committee retains discretion, subject to plan limits, to
modify the terms of outstanding options and to reprice the options.
(C) The options were granted at the closing market price for the Company's
Common Stock as reported in the Wall Street Journal for the date of grant.
The exercise price and tax withholding obligations, if any, may be paid by
delivery of already owned shares or by offset of the underlying shares,
subject to certain conditions.
(D) Gains are net of the option exercise price, but before taxes associated
with exercise.
FISCAL YEAR-END OPTIONS OUTSTANDING
The following table shows the number of unexercised options previously
granted to the executive officers which are exercisable and unexercisable at
December 31, 1996. No options were exercised by the executive officers during
1996 and at December 31, 1996 the closing price of the Company's Common Stock
was less than the exercise price of options held by the executive officers.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT
DECEMBER 31, 1996 (#)
EXERCISABLE/
NAME UNEXERCISABLE
---- ----------------------
<S> <C>
Arthur E. Svendsen.................................. --
Ronald R. Foell..................................... --
Stephen J. Scarborough.............................. 70,000/240,000
Andrew H. Parnes.................................... 18,990/15,000
April J. Morris..................................... --
</TABLE>
12
<PAGE>
THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE GRAPH
THAT APPEARS IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE DEEMED TO BE
SOLICITING MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR
INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.
REPORT OF THE COMPENSATION COMMITTEE
To: The Board of Directors
As members of the Compensation Committee, we are responsible for reviewing
and recommending compensation levels of persons designated as executive
officers by the Board of Directors and reviewing and recommending stock option
grants and other related compensation matters pertaining to the executive
officers.
OVERALL EXECUTIVE COMPENSATION PHILOSOPHY
The compensation philosophy of the Company, which is endorsed by the
Compensation Committee, is that a substantial portion of the annual
compensation of each executive officer should be based upon the performance of
the Company and a subjective evaluation of the contribution to that
performance made by each executive officer. The performance related component
of an executive officer's compensation is generally contingent upon the pretax
operating results of the Company or of one or more of its business units.
The Compensation Committee further believes executive compensation should
attract and retain key employees and provide incentives to assist the Company
in achieving strategic and financial goals which should ultimately enhance the
value of the Company's stock.
In that regard, executive compensation consists of three components: (i)
base salary, (ii) annual bonus based on the results of operations of the
Company and its operating subsidiaries, and (iii) longer-term incentives
through the award of stock options under the Company's stock option plan.
In general, when compared to other publicly-held companies in the
homebuilding industry, including those used in the comparison graph on page
16, the Compensation Committee believes that executives should receive a base
salary which is generally competitive with those paid by publicly-held
companies with consideration given to the executives' experience, duties and
responsibilities of those positions. The Compensation Committee believes the
contingent portion of the executives' compensation in the form of the annual
bonus based generally on the Company's operations or a business units' pretax
operating results for the year is an important component of compensation for
the Chief Executive Officer and President.
To the extent readily determinable, and as one of the factors in its
consideration of compensation matters, the Compensation Committee considers
the anticipated tax treatment to the Company and to the executives of various
payments and benefits. Some types of compensation payments and their
deductibility (e.g. the difference between the option price and market price
of the Company's stock on the date of exercise of non-qualified options)
depend upon the timing of an executive's vesting or exercise of previously
granted rights. Further, interpretations of and changes in the tax laws and
other factors beyond the Compensation Committee's control also affect the
deductibility of compensation. For these and other reasons, the Compensation
Committee will not necessarily, and in all circumstances, limit executive
compensation to that deductible under Section 162(m) of the Internal Revenue
Code. For 1996, the salaries and bonuses paid to the executive officers were
fully deductible by the Company. The Compensation Committee will consider
various alternatives to preserve the deductibility of compensation payments
and benefits to the extent reasonably practicable and to the extent consistent
with its other compensation objectives. To that end, the Board of Directors
has submitted to the Company's stockholders for approval the Company's Amended
Bonus Plan. See "Approval of Amended Management Incentive Bonus Plan."
13
<PAGE>
The Company and the Compensation Committee currently do not endorse
employment contracts and, therefore, none of the three current executive
officers of the Company is a party to an employment contract.
ANNUAL SALARY AND INCENTIVE COMPENSATION PROGRAM
In reviewing the incentive compensation levels of the Chief Executive
Officer and the Company's two other executive officers, the Compensation
Committee has taken note of management's ability to achieve certain strategic
goals and to identify and acquire parcels of land in key markets, developing
and designing homes which respond to current market conditions, augmenting and
extending the maturity of the Company's bank credit facilities, and the
overall management and strategic direction given to the Company's savings and
loan, manufacturing and corporate operations, all of which contribute to the
Company's prospects for the future.
In consideration of the Compensation Committee's policy of providing a
significant portion of executive officers' total compensation, when measured
over a longer term basis spanning over a business cycle, through annual
bonuses to provide them with incentives to achieve the Company's financial and
operational goals and thereby increase shareholder value, the Compensation
Committee recommended and the Board of Directors approved the following base
salary and bonus plan for the Chief Executive Officer.
CEO Compensation
Base Salary
Mr. Svendsen's base salary (excluding the car allowance) for 1997 was
increased 5.1% to $350,000 based on an estimate of the increase in the cost of
living and the Committee's subjective evaluation of his executive performance,
duties and responsibilities.
Bonus Plan
Under the Company's bonus formula for Mr. Svendsen set forth in the Amended
Bonus Plan, Mr. Svendsen receives a bonus equal to 1.5% of consolidated pretax
operating results of the Company as a whole. Pursuant to the formula, there is
no maximum bonus which may be earned by Mr. Svendsen. Under this formula,
which has been in place since 1978, Mr. Svendsen was awarded a bonus of
$209,975 for 1996.
Other Executive Compensation
In light of his 28 years of service to the Company as its President, and
notwithstanding his retirement from the position prior to the end of the
calendar year, the Compensation Committee awarded Mr. Foell an incentive bonus
in the amount of $242,896 for 1996, the amount he would have received under
the terms of the Management Incentive Bonus Plan (prior to its amendment) had
he remained as President of the Company for the entire year. Mr. Scarborough
began serving as the Company's President on October 1, 1996. Because he did
not serve in this position the entire year, the Compensation Committee
determined that Mr. Scarborough was not entitled to participate in the Amended
Bonus Plan in 1996. In lieu of participation in the Amended Bonus Plan in
1996, and based on his performance as the Company's Executive Vice President
and President during 1996, the Compensation Committee awarded Mr. Scarborough
a bonus of 3 percent of the Company's homebuilding and corporate pretax
operating results, which amounted to $364,344. The Amended Bonus Plan excludes
the position of Vice President-Finance. Due to his recent promotion to this
position, the Compensation Committee prefers to award a discretionary bonus to
Mr. Parnes. Mr. Parnes received a discretionary bonus of $60,000 for 1996.
STOCK OPTION PLANS
The Company does not offer a long-term cash incentive plan. To reward
executives on a long-term basis, stock options have been granted to provide an
important part of the equity link to shareholders. Options are granted at the
market value of the Company's stock on the date of grant and only have value
if the Company's stock price rises.
14
<PAGE>
Mr. Svendsen has never been granted options under any of the Company's stock
option plans. Mr. Scarborough was granted 200,000 stock options in April 1996
and 80,000 stock options in December 1996. Both grants had an exercise price
equal to the closing market price on the dates of the grants. Mr. Parnes was
granted 15,000 stock options in December 1996 at an exercise price equal to
the closing market price on the date of the grant.
COMPENSATION COMMITTEE
William H. Langenberg
James L. Doti
Keith D. Koeller
March 6, 1997
15
<PAGE>
COMPANY PERFORMANCE
The following graph shows a five-year comparison of cumulative total returns
to stockholders for the Company, the Standard & Poor's 500 Composite Stock
Index and the Dow Jones Industry Group--Home Construction.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL STOCKHOLDERS' RETURN
AMONG STANDARD PACIFIC CORP., STANDARD & POOR'S 500 COMPOSITE STOCK INDEX
AND DOW JONES INDUSTRY GROUP-HOME CONSTRUCTION INDEX*
Assumes $100 invested on December 31, 1991 in Standard Pacific Corp.
Common Stock, the S&P 500 Composite Index and the Dow
Jones Industry Group-Home Construction Index
<TABLE>
<CAPTION>
S&P 500 DOW JONES INDUSTRY
Measurement Period STANDARD COMPOSITE GROUP-HOME
(Fiscal Year Covered) PACIFIC CORP INDEX CONSTRUCTION INDEX
- ------------------- ------------ --------- ------------------
<S> <C> <C> <C>
Measurement Pt- 1991 $100 $100 $100
FYE 1992 $65 $134 $108
FYE 1993 $106 $174 $119
FYE 1994 $62 $120 $120
FYE 1995 $63 $169 $169
FYE 1996 $61 $171 $203
</TABLE>
- --------
* Cumulative total stockholders' return assumes dividend reinvestment.
The above graph is based upon Common Stock and index prices calculated as of
December 31 for each of the last five fiscal year-end periods. The Company's
December 31, 1996 closing Common Stock price was $5.75 per share. As of March
12, 1997 the Company's Common Stock closed at $8.00 per share. The stock price
performance of Standard Pacific Corp. Common Stock depicted in the graph above
represents past performance only and is not indicative of future performance.
INFORMATION CONCERNING AUDITORS
Arthur Andersen LLP., Independent Public Accountants have been the auditors
for the financial statements of the Company for each year since the year ended
December 31, 1968. A meeting of the Audit Committee will be held during the
year, at which time a recommendation will be made as to the selection of the
Company's auditors for the current fiscal year. Representatives of Arthur
Andersen LLP will be present at the 1997 Annual Meeting and they will be given
an opportunity to make a statement if they desire to do so and will be
available to respond to any appropriate questions from stockholders.
<PAGE>
STOCKHOLDER PROPOSALS
FOR THE 1998 ANNUAL MEETING OF STOCKHOLDERS
Any eligible stockholder of the Company wishing to have a proposal
considered for inclusion in the Company's 1998 proxy solicitation materials
must set forth such proposal in writing and file it with the Secretary of the
Company on or before December 5, 1997. The Board of Directors of the Company
will review new proposals from eligible stockholders which it receives by that
date and will determine whether such proposals will be included in its 1998
proxy solicitation materials. A stockholder is eligible to present proposals
if he or she is the record or beneficial owner of at least one percent or
$1,000 in market value of securities entitled to be voted at the 1998 Annual
Meeting and have held such securities for at least one year, and he or she
continues to own such securities through the date on which the meeting is
held.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The following reports required under Section 16(a) of the Securities
Exchange Act of 1934, during or with respect to the fiscal year ended December
31, 1996, were not filed on a timely basis: a Form 4 reporting the grant on
December 17, 1996 of 80,000 stock options to Stephen J. Scarborough; a Form 4
reporting the grant on December 17, 1996 of 15,000 stock options to Andrew H.
Parnes; and a Form 3 for Mr. Parnes required upon his appointment as Chief
Financial Officer reflecting his statement of beneficial ownership of the
Company's securities.
FORM 10-K ANNUAL REPORT
Additionally, along with this proxy statement, the Company has provided each
stockholder entitled to vote, a copy of its Summary Annual Report and Annual
Report on Form 10-K for the year ended December 31, 1996 without the exhibits
thereto. The Company will provide, without charge, a copy of its 1996 Form 10-
K, or a copy of the exhibits to its 1996 Form 10-K, upon the written request
of any such stockholder. Requests should be directed to Suzanne C. Himes,
Secretary, Standard Pacific Corp., 1565 West MacArthur Boulevard, Costa Mesa,
California 92626.
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Board of
Directors of the Company was not aware of any other matters which would be
presented for action at the Annual Meeting. Should any other matters properly
come before the meeting, action may be taken thereon pursuant to the proxies
in the form enclosed, which confer discretionary authority on the persons
named therein or their substitutes with respect to such matters.
By Order of the Board of Directors
Suzanne C. Himes
Corporate Secretary
Costa Mesa, California
March 28, 1997
17
<PAGE>
ANNEX A
STANDARD PACIFIC CORP.
1997 STOCK INCENTIVE PLAN
Section 1. Purpose of Plan
The purpose of this 1997 Stock Incentive Plan ("Plan") of Standard Pacific
Corp., a Delaware corporation (the "Company"), is to enable the Company and
its subsidiaries to attract, retain and motivate their employees and
nonemployee directors by providing for or increasing the proprietary interests
of such employees and nonemployee directors in the Company.
Section 2. Persons Eligible under Plan
Any person who is an employee of the Company or any of its subsidiaries, and
any Director of the Company whether or not an employee of the Company (each, a
"Participant"), shall be eligible to be considered for the grant of Awards (as
hereinafter defined) hereunder.
Section 3. Awards
(a) The Administrator (as hereinafter defined), on behalf of the Company, is
authorized under this Plan to enter into any type of arrangement with a
Participant that is not inconsistent with the provisions of this Plan and that
by its terms, involves or might involve the issuance of (i) shares of common
stock, par value $.01 per share, of the Company ("Common Shares"), (ii) an
option, warrant, convertible security, stock appreciation right or similar
right with an exercise or conversion privilege at a price related to the
Common Shares, or (iii) any other security or benefit with a value derived
from the value of the Common Shares. The entering into of any such arrangement
is referred to herein as the "grant" of an "Award." The Administrator may
authorize an officer or officers to execute any or all agreements
memorializing any grant of an Award by the Administrator under this Plan.
(b) Awards are not restricted to any specified form or structure and may
include, without limitation, sales or bonuses of stock, restricted stock,
stock options, reload stock options, stock purchase warrants, other rights to
acquire stock, securities convertible into or redeemable for stock, stock
appreciation rights, limited stock appreciation rights, phantom stock,
dividend equivalents, performance units or performance shares, and an Award
may consist of one such security or benefit, or two or more of them in tandem
or in the alternative.
(c) Common Shares may be issued pursuant to an Award for any lawful
consideration as determined by the Administrator, including, without
limitation, services rendered by the recipient of such Award.
(d) Subject to the provisions of this Plan, the Administrator, in its sole
and absolute discretion, shall determine all of the terms and conditions of
each Award granted under this Plan, which terms and conditions may include,
among other things:
(i) a provision permitting the recipient of such Award, including any
recipient who is a director or officer of the Company, to pay the purchase
price of the Common Shares or other property issuable pursuant to such
Award, or such recipient's tax withholding obligation with respect to such
issuance, in whole or in part, by any one or more of the following:
(A) the delivery of previously owned shares of capital stock of the
Company (including "pyramiding") or other property,
(B) a reduction in the amount of Common Shares or other property
otherwise issuable pursuant to such Award, or
18
<PAGE>
(C) the delivery of a promissory note, the terms and conditions of
which shall be determined by the Committee;
(ii) a provision accelerating the receipt of benefits pursuant to such
Award upon the occurrence of specified events, including, without
limitation, a change of control of the Company, an acquisition of a
specified percentage of the voting power of the Company, the dissolution or
liquidation of the Company, a sale of substantially all of the property and
assets of the Company or an event of the type described in Section 7
hereof; or
(iii) a provision required in order for such Award to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code (an
"Incentive Stock Option").
Section 4. Stock Subject to Plan
(a) The maximum number of Common Shares that may be issued pursuant to
Incentive Stock Options granted under this Plan is two million (2,000,000),
subject to adjustment as provided in Section 7 hereof.
(b) The aggregate number of Common Shares subject to Awards granted during
any calendar year to any one Participant (including the number of shares
involved in Awards having a value derived from the value of Common Shares)
shall not exceed 400,000; provided, however, that the limitations set forth in
this Section 4(b) shall not apply if such provision is not required in order
for Awards to qualify as "Performance Based Compensation" under Section 162(m)
of the Internal Revenue Code. Further, such aggregate number of shares shall
be subject to adjustment under Section 7 hereof only to the extent permitted
by Section 162(m) of the Internal Revenue Code.
(c) The maximum number of Common Shares that may be issued pursuant to all
Awards (including Incentive Stock Options) granted under this Plan, other than
Common Shares that are issued pursuant to Awards and subsequently reacquired
by the Company pursuant to the terms and conditions of such Awards, is two
million (2,000,000), subject to adjustment as provided in Section 7 hereof
(such maximum number, as so adjusted, shall be referred to herein as the
"Share Limitation").
(d) No Award may be granted under this Plan unless, on the date of grant,
the sum of (i) the maximum number of Common Shares issuable at any time
pursuant to such Award, plus (ii) the number of Common Shares that have
previously been issued pursuant to Awards granted under this Plan, other than
Common Shares that have been issued pursuant to Awards and subsequently
reacquired by the Company pursuant to the terms and conditions of such Awards,
plus (iii) the maximum number of Common Shares that may be issued at any time
after such date of grant pursuant to Awards that are outstanding on such date,
does not exceed the Share Limitation.
Section 5. Duration of Plan
No awards shall be granted under this Plan after March 6, 2007. Although
Common Shares may be issued after March 6, 2007 pursuant to Awards granted
prior to such date, no Common Shares shall be issued under this Plan after
March 6, 2017.
Section 6. Administration of Plan
(a) This Plan shall be administered, at the election of the Board of
Directors of the Company (the "Board"), by either (i) the Board or (ii) a
committee (the "Committee") of the Board consisting of two or more directors,
each of whom: (A) is a "Non-Employee Director" within the meaning of Rule 16b-
3 promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as such Rule may be amended from time to time, and (B) is an
"outside director" within the meaning of Section 162(m) of the Internal
Revenue Code, as such code provision is amended from time to time. The Board
or, if the Board authorizes the
19
<PAGE>
Committee to act as the administrator of the Plan hereunder, the Committee, is
sometimes referred to herein as the "Administrator."
(b) Subject to the provisions of this Plan, the Administrator shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:
(i) adopt, amend and rescind rules and regulations relating to this Plan;
(ii) determine which persons meet the requirements of Section 2 hereof
for eligibility under this Plan and to which of such eligible persons, if
any, Awards shall be granted hereunder;
(iii) grant Awards to eligible persons and determine the terms and
conditions thereof, including the number of Common Shares issuable pursuant
thereto;
(iv) determine whether, and the extent to which, adjustments are required
pursuant to Section 7 hereof; and
(v) interpret and construe this Plan and the terms and conditions of any
Award granted hereunder.
Section 7. Adjustments
If the outstanding securities of the class then subject to this Plan are
increased, decreased or exchanged for or converted into cash, property or a
different number or kind of securities, or if cash, property or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly
cash dividend) or other distribution, stock split, reverse stock split or the
like, or if substantially all of the property and assets of the Company are
sold, then, unless the terms of such transaction shall provide otherwise, the
Administrator shall make appropriate and proportionate adjustments in (a) the
number and type of shares or other securities or cash or other property that
may be acquired pursuant to Incentive Stock Options and other Awards
theretofore granted under this Plan and (b) the maximum number and type of
shares or other securities that may be issued pursuant to Incentive Stock
Options and other Awards thereafter granted under this Plan.
Section 8. Amendment and Termination of Plan
The Board may amend or terminate this Plan at any time and in any manner;
provided, however, that no such amendment or termination shall deprive the
recipient of any Award theretofore granted under this Plan, without the
consent of such recipient, of any of his or her rights thereunder or with
respect thereto.
Section 9. Effective Date of Plan
This Plan shall be effective as of March 6, 1997, the date upon which it was
approved by the Board; provided, however, that no Common Shares may be issued
under this Plan until it has been approved, directly or indirectly, by the
affirmative votes of the holders of a majority of the securities of the
Company present, or represented, and entitled to vote at a meeting duly held
in accordance with the laws of the State of Delaware.
20
<PAGE>
THE ANNUAL MEETING OF STOCKHOLDERS OF
STANDARD PACIFIC CORP.
WILL BE HELD AT THE
IRVINE MARRIOTT HOTEL
18000 VON KARMAN AVENUE
IRVINE, CALIFORNIA
ON
MAY 13, 1997
10:30 A.M., LOCAL TIME
FROM LOS ANGELES: Take 405 South exit on Jamboree, turn right. Stay in right
hand lane, turn right on Michelson and right on Von Karman. Irvine Marriott
Hotel is on right hand side of street.
FROM SAN DIEGO: Take 5 North to 405 North exit on Jamboree, turn left and get
in right hand lane. Turn right on Michelson and right on Von Karman. Irvine
Marriott Hotel is on right hand side of street.
FROM JOHN WAYNE AIRPORT: Upon exiting the airport, cross MacArthur Blvd. and
continue straight on Michelson. Turn left on Von Karman. Irvine Marriott Hotel
is on right hand side of street.
LOGO
<PAGE>
- -------------------------------------------------------------------------------
STANDARD PACIFIC CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY FOR THE ANNUAL MEETING MAY 13, 1997
The undesigned, a stockholder of STANDARD PACIFIC CORP., a Delaware corporation
(the "Company"), acknowledges receipt of a copy of the Notice of Annual Meeting
of Stockholders, the accompanying Proxy Statement and the Annual Report to
Stockholders for the year ended December 31, 1996; and, revoking any proxy
previously given, hereby constitutes and appoints Arthur E. Svendsen, Stephen J.
Scarborough and Andrew H. Parnes, and each of them, his, her or its true and
lawful agents and proxies with full power of substitution in each, to vote the
shares of Common Stock of the Company standing in the name of the undersigned at
the Annual Meeting of Stockholders of the Company to be held at the Irvine
Marriott Hotel, 18000 Von Karman, Irvine, California, on Tuesday, May 13, 1997
at 10:30 A.M., local time, and at any postponement or adjournment thereof, on
all matters coming before said meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
See back page of the Proxy Statement for a map to the Irvine Marriott Hotel.
- -------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
<PAGE>
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 1, 2 and 3. Please [X]
mark your
votes as
indicated in
this example
1. Election of Three Directors.
FOR all nominees WITHHOLD NOMINEES: Ronald R. Foell, Robert J. St.
listed to the right AUTHORITY Lawrence, Donald H. Spengler
(except as marked to vote for
to the contrary) all nominees Authority to vote any nominee named
as listed to may be withheld by lining through that
the right nominee's name.
[_] [_] I WILL ATTEND THE MEETING [_]
2. Approval of the Company's 1997 Stock 3. Approval of the Company's Amended
Incentive Plan. Management Incentive Bonus Plan.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[_] [_] [_] [_] [_] [_]
4. In their discretion, to transact such other business as may properly come
before the meeting.
This proxy will be voted as specified and, unless otherwise specified, this
proxy will be voted FOR the election of directors, FOR the approval of the
Company's 1997 Stock Incentive Plan and FOR the approval of the Company's
Amended Management Incentive Bonus Plan.
This proxy must be signed exactly as name appears hereon. Executors,
administrators, trustees, etc. should give their full title, as such. If the
stockholder is a corporation, a duly authorized officer, should sign on behalf
of the corporation and should indicate his or her title.
Dated: , 1997
----------------
----------------------------
Signature
----------------------------
Signature
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
