<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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:
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(4) Date Filed:
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<PAGE>
STANDARD PACIFIC CORP.
1565 WEST MACARTHUR BOULEVARD
COSTA MESA, CALIFORNIA 92626
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 14, 1998
The 1998 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 14, 1998 at 10:30 A.M., local time, for the
following purposes:
(1) To elect three directors constituting Class I of the Board of
Directors to hold office for a three-year term; and
(2) 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, 1998 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
CLAY A. HALVORSEN
Corporate Secretary
Costa Mesa, California
April 3, 1998
<PAGE>
PROXY STATEMENT
STANDARD PACIFIC CORP.
1565 WEST MACARTHUR BOULEVARD
COSTA MESA, CALIFORNIA 92626
ANNUAL MEETING OF STOCKHOLDERS
MAY 14, 1998
GENERAL INFORMATION
This Proxy Statement is being mailed on or about April 3, 1998 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 Thursday, May 14,
1998, 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, telecopy,
e-mail 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 $4,000 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, 1998 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 in favor of the election of the Class I
directors of the Company designated hereinafter as nominees (see "Election of
Directors" at page 2 of this proxy statement). 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 1, 1998, the Company had outstanding a total of 29,720,781
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 as votes against any matter submitted to the shareholders for a
vote. Abstentions will have no effect on the election of directors, however,
such election being by a plurality vote.
1
<PAGE>
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 (subject to vacancies) and only one class being elected
each year. In 1998, 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: Arthur E. Svendsen, James L. Doti and Keith D. Koeller. Mr.
Svendsen has been Chairman of the Board and Chief Executive Officer of the
Company since 1961; Mr. Doti has been President of Chapman University since
1991 and a professor of economics since 1974; and Mr. Koeller has served as a
partner of the law firm of Mower, Koeller, Nebeker, Carlson and Haluck since
1986. Messrs. Svendsen, Doti and Koeller 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>
PERIOD SERVED AS DIRECTOR OR
EXECUTIVE
OFFICER OF THE COMPANY AND
OTHER BUSINESS
NAME AND PRESENT POSITION, CLASS OF TERM EXPERIENCE DURING THE PAST
IF ANY, WITH THE COMPANY AGE DIRECTOR EXPIRES FIVE YEARS
-------------------------- --- -------- ------- ------------------------------
<C> <C> <C> <C> <S>
Arthur E. Svendsen (3).... 74 Class I 2001 Director, Chairman of the
Chairman of the Board and Board and Chief Executive
Chief Executive Officer Officer of the Company since
1961.
Dr. James L. Doti (1)(2).. 51 Class I 2001 Director since May 1995.
President of 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)...... 41 Class I 2001 Director since May 1995. Since
1986, Mr. Koeller has served
as partner of the law firm of
Mower, Koeller, Nebeker,
Carlson & Haluck.
</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>
PERIOD SERVED AS DIRECTOR
OR EXECUTIVE OFFICER
OF THE COMPANY AND
OTHER BUSINESS EXPERIENCE
NAME AND PRESENT POSITION, CLASS OF TERM DURING THE
IF ANY, WITH THE COMPANY AGE DIRECTOR EXPIRES PAST FIVE YEARS
-------------------------- --- --------- ------- --------------------------
<C> <C> <C> <C> <S>
Stephen J. Scarborough....... 49 Class II 1999 Director since May 1996
President and President of the
Company since October
1996. Mr. Scarborough
served as Executive Vice
President of the Company
from January 1996 until
October 1996. Prior to
this and since 1981, Mr.
Scarborough was President
of the Company's Orange
County, California
residential homebuilding
division.
William H. Langenberg (2)(3). 69 Class II 1999 Director since 1972 and
President of Standard
Pacific-Northern
California, a
homebuilding subsidiary
of the Company, from 1971
to 1985. President of
Langen Corp. since 1978.
Ronald R. Foell.............. 69 Class III 2000 Director since 1967 and
President of the Company
from 1969 until October
1996.
Robert J. St.Lawrence (1)(3). 71 Class III 2000 Director since 1961, Vice
President-Finance and
Treasurer of the Company
from 1961 through 1987
and Secretary from 1976
through 1987.
Mr. St.Lawrence is
currently a private
investor.
Donald H. Spengler (1)....... 71 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>
- - --------
(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>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 1, 1998
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) 9.4%
Stephen J. Scarborough.......................... 168,000(2) *
Andrew H. Parnes................................ 30,970(3) *
Clay A. Halvorsen............................... 0 *
Dr. James L. Doti............................... 3,000 *
Ronald R. Foell................................. 447,224 1.5%
Keith D. Koeller................................ 0 *
William H. Langenberg........................... 19,850 *
Robert J. St.Lawrence........................... 814 *
Donald H. Spengler.............................. 1,058,573 3.6%
Directors and Executive Officers as a Group (10
persons)....................................... 4,528,431 15.2%
</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. The business address of Mr. Svendsen is
1565 West MacArthur Boulevard, Costa Mesa, California 92626.
(2) Includes 104,000 shares subject to options held by Mr. Scarborough which
are exercisable within 60 days.
(3) Includes 26,490 shares subject to options held by Mr. Parnes which are
exercisable within 60 days.
4
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
COMMITTEES OF THE BOARD OF DIRECTORS
During 1997, 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 1997.
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 1991 Employee Stock Incentive Plan and
1997 Stock Incentive Plan (together, the "Plans") and, subject to the
provisions of the Plans, selects the employees to receive awards and
determines the terms and conditions of such awards. The Compensation Committee
held three meetings during 1997.
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 will consider proposals for nomination
from stockholders that are made in writing to the Secretary, that are timely
and that contain sufficient background information concerning the nominee to
enable proper judgment to be made as to his or her qualifications. The
Nominating Committee held one meeting during 1997.
BOARD OF DIRECTORS MEETINGS AND COMPENSATION
During 1997, the Company's Board of Directors held five meetings in addition
to the Committee meetings discussed above. Each of the directors, other than
Mr. Spengler, attended at least 75 percent of the total number of meetings of
the Board of Directors and Committees on which he served.
Non-management directors of the Company receive an annual fee of $12,000
payable in quarterly installments and receive $500 for each Board meeting and
annual stockholders 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 $750 if he or she is the chairman
of a committee.
During 1997, each non-management director of the Company received a grant of
options to purchase 5,000 shares of Common Stock of the Company. Each option
vests one year after the date of grant and is exercisable at the fair market
value of the Common Stock on the date of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has a Compensation Committee consisting of the following members
of the Board of Directors: William H. Langenberg, Chairman; Dr. James L. Doti
and Keith D. Koeller. Mr. Langenberg formerly was the President of the
Company's Northern California subsidiary from 1971 to 1985. Mr. Doti, elected
to the Board in 1995, is President of Chapman University and a professor of
economics. Mr. Koeller, elected to the Board in 1995, is a partner of a law
firm which provides services to the Company.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the total compensation of the Company's
executive officers for 1997, as well as the total compensation paid to each
such individual for the two previous years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION(A) AWARDS
---------------------- ------------------
SECURITIES ALL OTHER
NAME AND PRINCIPAL SALARY BONUS(B) UNDERLYING OPTIONS COMPENSATION
POSITION YEAR ($) ($) (#) ($)
------------------ ---- ------- --------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
Arthur E. Svendsen...... 1997 356,190 682,208 -- 5,200(C)
Chief Executive Officer 1996 335,321 209,975 -- 5,300(C)
1995 327,201 0 -- 5,300(C)
Stephen J. Scarborough.. 1997 256,378 1,006,474 100,000 5,500(C)
President 1996 203,600 364,344 280,000 5,600(C)
1995 159,600 286,000 -- 5,600(C)
Andrew H. Parnes........ 1997 166,654 120,000 30,000 5,500(C)
Vice President-Finance, 1996 116,200 60,000 15,000 5,200(C)
Treasurer and Chief
Financial Officer 1995 116,200 40,000 -- 5,200(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 $5,000 per year. The balance of this amount, after
deducting the Company's 401(k) contributions, represents premiums on life
insurance coverage paid by the Company.
6
<PAGE>
The following table summarizes option grants to the Company's executive
officers for 1997 and the potential realizable value at certain assumed rates
of stock price appreciation for the option term:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATE
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(D)
-------------------------------------------- ---------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS EXERCISE
OPTIONS GRANTED TO OR BASE
GRANTED EMPLOYEES IN PRICE EXPIRATION
NAME (#)(A,B) FISCAL YEAR ($/SH)(C) DATE 5%($) 10%($)
---- ---------- ------------ --------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Arthur E. Svendsen...... -- -- -- -- -- --
Stephen J. Scarborough.. 100,000 29.2% $10.875 2007 $ 683,923 $ 1,733,195
Andrew H. Parnes........ 30,000 8.7% $10.875 2007 $ 205,177 $ 519,958
</TABLE>
- - --------
(A) The 100,000 stock options granted to Mr. Scarborough in 1997 vest and
become exercisable in increments of 25% per year beginning July 8, 1998.
The 30,000 stock options granted to Mr. Parnes in 1997 vest and become
exercisable in increments of 33 1/3% per year beginning July 8, 1998.
(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 1997 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.
7
<PAGE>
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, 1997, and the value of such options at that date if they were in-
the-money. No options were exercised by the executive officers during 1997.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
DECEMBER 31, 1997(#) AT DECEMBER 31, 1997
EXERCISABLE/ EXERCISEABLE/
NAME UNEXERCISABLE UNEXERCISEABLE
---- ---------------------- --------------------
<S> <C> <C>
Arthur E. Svendsen............ -- --
Stephen J. Scarborough........ 104,000/300,000 $918,250/$2,312,500
Andrew H. Parnes.............. 26,490/37,500 $185,641/$ 219,375
</TABLE>
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 the Chief Executive Officer's and President's compensation is contingent
upon the pretax operating results of the Company or of one or more of its
business units pursuant to the Company's Amended and Restated Management
Incentive Bonus Plan (the "Bonus Plan").
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 that 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 plans.
In general, when compared to other publicly-held companies in the
homebuilding industry, including those used in the comparison graph on page
11, 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 unit's pretax
operating results for the year is an important component of compensation for
the Chief Executive Officer and President.
8
<PAGE>
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 1997, 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.
The Company and the Compensation Committee currently do not endorse
employment contracts and, therefore, none of the 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 during 1997, the
Compensation Committee has taken note of management's ability to achieve
certain strategic goals, identify and acquire parcels of land in key markets,
develop and design homes which respond to current market conditions, augment
and extend the maturity of the Company's bank credit facility, raise capital
from the public securities markets, and the overall management and strategic
direction given to the Company's 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 (pursuant to the Bonus Plan) for the Chief Executive Officer.
CEO Compensation
Base Salary
Mr. Svendsen's base salary (excluding the car allowance) for 1998 was
increased 14.3% to $400,000 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 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
$682,208 for 1997.
Other Executive Compensation
Under the Company's bonus formula for Mr. Scarborough set forth in the Bonus
Plan, Mr. Scarborough receives a bonus equal to 2.5% of pretax operating
results of the homebuilding and corporate segments of the Company. Pursuant to
the formula, Mr. Scarborough earned a bonus of $1,006,474 for 1997. The Bonus
Plan excludes the position of Vice President-Finance. The Compensation
Committee prefers to award a discretionary bonus to Mr. Parnes. Mr. Parnes
received a discretionary bonus of $120,000 for 1997.
9
<PAGE>
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 stockholders. 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.
Mr. Svendsen has never been granted options under any of the Company's stock
option plans. Mr. Scarborough was granted 100,000 stock options in July 1997
at an exercise price equal to the closing market price on the date of the
grant. Mr. Parnes was granted 30,000 stock options in July 1997 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 23, 1998
10
<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*
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period STANDARD PACIFIC S&P DOW JONES
(Fiscal Year Covered) CORPORATION 500 INDEX INDUSTRY
- - --------------------- ----------- --------- --------
<S> <C> <C> <C>
Measurement Pt-1992 $100 $100 $100
FYE 1993 $164 $110 $130
FYE 1994 $ 95 $112 $ 85
FYE 1995 $ 97 $153 $128
FYE 1996 $ 94 $189 $129
FYE 1997 $248 $252 $187
</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, 1997 closing Common Stock price was $15 3/4 per share. As of March
23, 1998 the Company's Common Stock closed at $16 9/16 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 1998 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.
11
<PAGE>
STOCKHOLDER PROPOSALS
FOR THE 1999 ANNUAL MEETING OF STOCKHOLDERS
Any eligible stockholder of the Company wishing to have a proposal
considered for inclusion in the Company's 1999 proxy solicitation materials
must set forth such proposal in writing and file it with the Secretary of the
Company on or before December 4, 1998. 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 1999
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 1999 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, 1997, were not filed on a timely basis: a Form 4 reporting the grant on
July 8, 1997 of 15,000 stock options to Michael C. Cortney; a Form 4 reporting
the grant on May 13, 1997 of 5,000 stock options to Dr. James L. Doti; a Form
4 reporting the grant on May 13, 1997 of 5,000 stock options to Ronald R.
Foell; a Form 4 reporting the grant on May 13, 1997 of 5,000 stock options to
Keith D. Koeller; a Form 4 reporting the grant on July 8, 1997 of 8,000 stock
options to Brian V. Norkaitis; a Form 4 reporting the grant on July 8, 1997 of
30,000 stock options to Andrew H. Parnes; a Form 4 reporting the grant on July
8, 1997 of 100,000 stock options to Stephen J. Scarborough; and a Form 4
reporting the grant on May 13, 1997 of 5,000 stock options to Robert J.
St.Lawrence.
FORM 10-K ANNUAL REPORT
Additionally, along with this proxy statement, the Company has provided each
stockholder entitled to vote, a copy of its Annual Report to Stockholders and
Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997
Form 10-K") without the exhibits thereto. The Company will provide, without
charge, a copy of its 1997 Form 10-K, or a copy of the exhibits to its 1997
Form 10-K, upon the written request of any such stockholder. Requests should
be directed to Clay A. Halvorsen, 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
Clay A. Halvorsen
Corporate Secretary
Costa Mesa, California
April 3, 1998
12
<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 14, 1998
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.
[MAP APPEARS HERE]
<PAGE>
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STANDARD PACIFIC CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY FOR THE ANNUAL MEETING MAY 14, 1998
The undersigned, 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, the Annual Report to
Stockholders and the Company's Annual Report on Form 10-K for the year ended
December 31, 1997; 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 Avenue,
Irvine, California, on Thursday, May 14, 1998 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.
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-- FOLD AND DETACH HERE --
<PAGE>
- - --------------------------------------------------------------------------------
Please [X]
mark your
votes as
indicated in
this example
Unless otherwise specified, this proxy will be voted FOR the election of
directors.
1. Election of Three Directors
FOR all nominees WITHHOLD NOMINEES: Arthur E. Svendsen, Dr. James
listed to the right AUTHORITY L. Doti and Keith D. Koeller
(except as marked to vote for
to the contrary) all nominees
as listed to
the right
[_] [_]
To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided below.
- - -------------------------------------------------------------------------------
2. In their discretion, to transact such other business as may properly come
before the meeting.
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.
----------------------------
----------------------------
Signature(s) Date
- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE
