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PROSPECTUS
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 333-64719
$300,000,000
STANDARD PACIFIC CORP.
DEBT SECURITIES, PREFERRED STOCK,
COMMON STOCK AND WARRANTS
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Standard Pacific Corp., a Delaware corporation (the "Company"), may offer
and issue from time to time (i) its debt securities ("Debt Securities"), which
may be senior debt securities, senior subordinated debt securities or
subordinated debt securities, (ii) shares of its Preferred Stock, par value
$.01 per share ("Preferred Stock"), (iii) shares of its Common Stock, par
value $.01 per share ("Common Stock"), or (iv) warrants to purchase Debt
Securities, Preferred Stock, Common Stock or other securities of the Company
or another issuer ("Warrants"). The Debt Securities, Preferred Stock, Common
Stock and Warrants are herein collectively referred to as the "Securities."
The Securities may be offered in one or more separate classes or series, in
amounts, at prices and on terms to be determined by market conditions at the
time of sale and to be set forth in a supplement or supplements to this
Prospectus (a "Prospectus Supplement"). Any Securities may be offered with
other Securities or separately. Debt Securities or Preferred Stock may be
exchangeable for or convertible into shares of Common Stock. The aggregate
offering price of the Securities will not exceed $300,000,000.
Certain terms of any Debt Securities in respect of which this Prospectus is
being delivered will be set forth in an accompanying Prospectus Supplement
including, without limitation, the specific designation, aggregate principal
amount, purchase price, currency of payment, denomination, maturity, interest
rate (which may be fixed or variable) and time of payment of interest (if
any), terms (if any) for the subordination, redemption, purchase or conversion
thereof, listing (if any) on a securities exchange, additional or different
covenants and events of default, and any other material terms of the Debt
Securities. Certain terms of any Preferred Stock in respect of which this
Prospectus is being delivered will be set forth in an accompanying Prospectus
Supplement including, without limitation, the specific designation, number of
shares, liquidation preference, purchase price, dividends, voting, redemption
and conversion provisions (if any), any listing on a securities exchange and
any other material terms of the Preferred Stock. The purchase price of any
Common Stock in respect of which this Prospectus is being delivered will be
set forth in an accompanying Prospectus Supplement. Certain terms of any
Warrants in respect of which this Prospectus is being delivered will be set
forth in an accompanying Prospectus Supplement, including the specific
designation, number, duration, purchase price and terms thereof, any listing
of the Warrants or the underlying securities on a securities exchange and any
other terms in connection with the offering, sale and exercise of Warrants, as
well as the terms on which the securities for which such Warrants may be
exercised. The Prospectus Supplement will also contain information, where
applicable, about certain United States federal income tax considerations
relating to the Securities covered by the Prospectus Supplement.
The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "SPF."
The Securities may be sold on a negotiated or competitive bid basis to or
through underwriters or dealers designated from time to time or to other
purchasers directly or through agents designated from time to time (see "Plan
of Distribution"). Certain terms of any offering and sale of the Securities,
including, where applicable, the names of the underwriters, dealers or agents,
if any, the principal amount or number of shares to be purchased, the purchase
price of the Securities, the proceeds to the Company from such sale and any
applicable commissions, discounts and other items constituting compensation of
such underwriters, dealers or agents will also be set forth in an accompanying
Prospectus Supplement.
This Prospectus may not be used to consummate a sale of securities unless
accompanied by the applicable Prospectus Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is October 23, 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The Registration
Statement (as defined), and exhibits and schedules forming a part thereof and
the reports, proxy statements and other information filed by the Company with
the Commission in accordance with the Exchange Act can be inspected and copied
at the Commission's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C., 20549, and at the following regional offices of the
Commission: Seven World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such material can be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Electronic filings made through the Electronic Data
Gathering, Analysis and Retrieval System are publicly available through the
Commission's Website (http://www.sec.gov). In addition, the Common Stock is
listed on the New York Stock Exchange and similar information concerning the
Company can be inspected and copied at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement") (of which this Prospectus is a part) under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any contract or
other documents are not necessarily complete, and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the Registration Statement, each such statement being qualified in all
respects by such reference and the exhibits and schedules thereto. For further
information regarding the Company and the Securities, reference is hereby made
to the Registration Statement and such exhibits and schedules which may be
obtained from the Commission at its principal office in Washington, D.C., upon
payment of the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company under the Exchange
Act with the Commission and are incorporated herein by reference:
a. Annual Report on Form 10-K for the year ended December 31, 1997;
b. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and
June 30, 1998;
c. Current Reports on Form 8-K, filed September 3 and October 2, 1998;
d. The following sections of the Company's Proxy Statement relating to its
Annual Meeting of Stockholders held on May 14, 1998: Election of
Directors, Security Ownership of Certain Beneficial Owners and
Management, Executive Compensation and Section 16(a) Beneficial
Ownership Reporting Compliance; and
e. The description of the Registrant's Common Stock contained in the
Company's Registration Statement on Form 8-B (File No. 1-10959) filed
December 17, 1991 and any amendments or reports filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Securities shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from the
date of filing such documents.
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Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein (or in the applicable Prospectus Supplement) or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such information, unless such exhibits are
specifically incorporated by reference in such information) will be provided
without charge to each person, including any beneficial owner, to whom this
Prospectus is delivered upon written or oral request. Requests should be
directed to Clay A. Halvorsen, Secretary, Standard Pacific Corp., 1565 West
MacArthur Boulevard, Costa Mesa, California 92626 (telephone no. (714) 668-
4300).
CERTAIN PERSONS PARTICIPATING IN AN OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE OFFERED SECURITIES,
INCLUDING STABILIZING AND SYNDICATE COVERING TRANSACTIONS AND THE IMPOSITION
OF A PENALTY BID. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING" IN
THE ACCOMPANYING PROSPECTUS SUPPLEMENT.
THE COMPANY
The Company designs, constructs and sells high quality, single-family homes
targeted primarily to the move-up buyer. The Company is a leading builder in
California where it has operated for over 30 years and also has established
operations in Texas. In addition, the Company recently entered the Phoenix,
Arizona market through the acquisition of an ongoing operation, including
seven active selling communities. The Company is geographically diversified in
these markets with operations in Orange, Riverside, San Bernardino, San Diego
and Ventura Counties in southern California, in the San Francisco Bay area of
northern California, in the Houston, Dallas and Austin markets in Texas and in
the Phoenix metropolitan area in Arizona. The Company's principal executive
offices are located at 1565 West MacArthur Boulevard, Costa Mesa, California
92626, and its telephone number is (714) 668-4300.
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USE OF PROCEEDS
Except as otherwise set forth in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Securities for
general corporate purposes, including, among other things, acquisition,
development and construction of new residential properties, acquisition of
companies or operations in homebuilding and related businesses, and repayment
of existing indebtedness.
EARNINGS TO FIXED CHARGES RATIOS
The following table sets forth the Company's ratio of earnings to fixed
charges for the six-month periods ended June 30, 1998 and 1997 and the five
years ended December 31, 1997, 1996, 1995, 1994 and 1993:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED SIX MONTHS ENDED -----------------------------
JUNE 30, 1998 JUNE 30, 1997 1997 1996 1995 1994 1993
---------------- ---------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges(1)....... 2.89x 3.08x 3.91x 2.41x 1.96x 2.04x 1.03x
</TABLE>
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(1) For purposes of calculating this ratio, fixed charges consist of interest
cost (interest expense plus capitalized interest), one-third of estimated
rent expense as representative of the interest portion of rentals and
amortization of debt expense, and earnings consist of earnings (loss)
before income taxes and discontinued operations and before (i) interest
expensed, (ii) amortization of capitalized interest in cost of sales,
(iii) income from unconsolidated joint ventures, (iv) depreciation and
amortization, (v) amortization of excess of cost over net assets acquired,
(vi) nonrecurring noncash charges of approximately $46.5 million and $3.1
million in 1995 and 1993, respectively, (vii) one-third of estimated rent
expense as representative of the interest portion of rentals and
amortization of debt expense, and includes income distributions from
unconsolidated joint ventures.
DESCRIPTION OF DEBT SECURITIES
The following sets forth certain general terms and provisions of each
Indenture under which the Debt Securities are to be issued. The particular
terms of the Debt Securities will be set forth in a Prospectus Supplement
relating to such Debt Securities. The Debt Securities are to be issued under
one or more Indentures, as amended or supplemented from time to time (the
"Indenture"), to be entered into between the Company and a trustee chosen by
the Company and qualified to act under the Trust Indenture Act of 1939, as
amended (the "TIA") (together with any other trustee(s) chosen by the Company
and appointed in a supplemental indenture with respect to a particular series,
the "Trustee"). The forms of Indentures have been filed as exhibits to the
Registration Statement of which this Prospectus is a part and will be
available for inspection at the corporate trust office of the Trustee, or as
described above under "Available Information." The Indentures are subject to,
and governed by, the TIA. The Company will execute an Indenture if and when
the Company issues any Debt Securities. The statements made hereunder relating
to the Indentures and the Debt Securities to be issued thereunder are
summaries of certain provisions thereof and do not purport to be complete and
are subject to, and are qualified in their entirety by reference to, all
provisions of the Indentures (including those terms made a part of the
Indenture by reference to the TIA) and such Debt Securities. Capitalized terms
used but not defined herein shall have the respective meanings set forth in
the Indentures. References below to an "Indenture" are deemed to constitute a
reference to the applicable Indenture under which a particular series of Debt
Securities is issued.
GENERAL
The Debt Securities will be unsecured obligations of the Company. The Debt
Securities may be issued in one or more series. Specific terms of each series
of Debt Securities will be contained in authorizing resolutions or a
supplemental indenture relating to that series. There will be Prospectus
Supplements relating to particular series of Debt Securities. Each Prospectus
Supplement will describe, as to the Debt Securities to which it relates:
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(i) the title of the Debt Securities; (ii) any limit upon the aggregate
principal amount of a series of Debt Securities which may be issued; (iii) the
date or dates on which principal of the Debt Securities will be payable and
the amount of principal which will be payable; (iv) the rate or rates (which
may be fixed or variable) at which the Debt Securities will bear interest, if
any, as well as the dates from which interest will accrue, the dates on which
interest will be payable and the record date for the interest payable on any
payment date; (v) the currency or currencies in which principal, premium, if
any, and interest, if any, will be paid; (vi) the place or places where
principal, premium, if any, and interest, if any, on the Debt Securities will
be payable and where Debt Securities which are in registered form can be
presented for registration of transfer or exchange and the identification of
any depositary or depositaries for any global debt securities; (vii) any
provisions regarding the right of the Company to redeem or purchase Debt
Securities or of holders to require the Company to redeem Debt Securities;
(viii) the right, if any, of holders of the Debt Securities to convert them
into stock or other securities of the Company, including any provisions
intended to prevent dilution of the conversion rights or otherwise; (ix) any
provisions by which the Company will be required or permitted to make payments
to a sinking fund which will be used to redeem Debt Securities or a purchase
fund which will be used to purchase Debt Securities; (x) the percentage of the
principal amount at which Debt Securities will be issued and, if other than
the full principal amount thereof, the percentage of the principal amount of
the Debt Securities which is payable if maturity of the Debt Securities is
accelerated because of a default; (xi) the terms, if any, upon which Debt
Securities may be subordinated to other indebtedness of the Company; (xii) any
additions to, modifications of or deletions from the terms of the Debt
Securities with respect to Events of Default or covenants or other provisions
set forth in the Indenture; and (xiii) any other material terms of the Debt
Securities, which may be different than the terms set forth in this
Prospectus.
EVENTS OF DEFAULT AND REMEDIES
An Event of Default with respect to any series of Debt Securities is defined
in the Indenture as being default in payment of the principal of or premium,
if any, on any of the Debt Securities of such series; default for 30 days in
payment of any installment of interest on any Debt Security of such series;
default by the Company for 60 days after notice in the observance or
performance of any other covenants in the Indenture relating to such series;
and certain events involving bankruptcy, insolvency or reorganization of the
Company. The Indenture provides that the Trustee may withhold notice to the
holders of any series of Debt Securities of any default (except a default in
payment of principal, premium, if any, or interest, if any, with respect to
such series of Debt Securities) if the Trustee considers it in the interest of
the holders of such series of Debt Securities to do so.
The Indenture provides that if any Event of Default has occurred and is
continuing with respect to any series of Debt Securities, the Trustee or the
holders of not less than 25% in principal amount of such series of Debt
Securities then outstanding may declare the principal of all the Debt
Securities of such series to be due and payable immediately. However, the
holders of a majority in principal amount of the Debt Securities of such
series then outstanding by written notice to the Trustee and the Company may
waive any Default or Event of Default (other than any continuing Default or
Event of Default in payment of principal or interest) with respect to such
series of Debt Securities. Holders of a majority in principal amount of the
then outstanding Debt Securities of any series may rescind an acceleration
with respect to such series and its consequences (except an acceleration due
to nonpayment of principal or interest on such series) if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
with respect to such series have been cured or waived.
The holders of a majority in principal amount of the Debt Securities of any
series then outstanding will have the right to direct the time, method and
place of conducting any proceedings for any remedy available to the Trustee
with respect to such series, subject to certain limitations specified in the
Indenture.
DEFEASANCE OF INDENTURE
The Indenture permits the Company to terminate all of its obligations under
the Indenture as they relate to any particular series of Debt Securities,
other than the obligation to pay interest, if any, on and the principal of the
Debt Securities of such series and certain other obligations, at any time by
(i) depositing in trust with the
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Trustee, under an irrevocable trust agreement, money or U.S. government
obligations in an amount sufficient to pay principal of and interest, if any,
on the Debt Securities of such series to their maturity, and (ii) complying
with certain other conditions, including delivery to the Trustee of an opinion
of counsel or a ruling received from the Internal Revenue Service to the
effect that holders will not recognize income, gain or loss for federal income
tax purposes as a result of the Company's exercise of such right and will be
subject to federal income tax on the same amount and in the same manner and at
the same times as would have been the case otherwise.
In addition, the Indenture permits the Company to terminate all of its
obligations under the Indenture as they relate to any particular series of
Debt Securities (including the obligations to pay interest, if any, on and the
principal of the Debt Securities of such series and certain other
obligations), at any time by (i) depositing in trust with the Trustee, under
an irrevocable trust agreement, money or U.S. government obligations in an
amount sufficient to pay principal of and interest, if any, on the Debt
Securities of such series to their maturity, and (ii) complying with certain
other conditions, including delivery to the Trustee of an opinion of counsel
or a ruling received from the Internal Revenue Service to the effect that
holders will not recognize income, gain or loss for federal income tax
purposes as a result of the Company's exercise of such right and will be
subject to federal income tax on the same amount and in the same manner and at
the same times as would have been the case otherwise, which opinion of counsel
is based upon a change in the applicable federal tax law since the date of the
Indenture.
TRANSFER AND EXCHANGE
A holder will be able to transfer or exchange Debt Securities only in
accordance with the provisions of the Indenture. The registrar may require a
holder, among other things, to furnish appropriate endorsements and transfer
documents, and to pay any taxes and fees required by law or permitted by the
Indenture.
AMENDMENT, SUPPLEMENT AND WAIVER
Subject to certain exceptions, the Indenture or the Debt Securities may be
amended or supplemented with the consent (which may include consents obtained
in connection with a tender offer or exchange offer for Debt Securities) of
the holders of at least a majority in principal amount of the Debt Securities
of such series then outstanding, and any existing Default under, or compliance
with any provision of the Indenture relating to a particular series of Debt
Securities may be waived (other than any continuing Default or Event of
Default in the payment of interest on or the principal of such Debt
Securities) with the consent (which may include consents obtained in
connection with a tender offer or exchange offer for Debt Securities) of the
holders of a majority in principal amount of the Debt Securities of such
series then outstanding. Without the consent of any holder, the Company and
the Trustee may amend or supplement the Indenture or the Debt Securities to
cure any ambiguity, defect or inconsistency; to provide for uncertificated
Debt Securities in addition to or in place of certificated Debt Securities; to
make any change that does not adversely affect the legal rights of any holder;
or to create a series and establish its terms.
Without the consent of each holder affected, the Company and the Trustee may
not (i) reduce the amount of Debt Securities of such series whose holders must
consent to an amendment, supplement or waiver, (ii) reduce the rate of or
change the time for payment of interest, (iii) reduce the principal of or
change the fixed maturity of any Debt Security or alter the provisions with
respect to redemptions or mandatory offers to repurchase Debt Securities
pursuant to certain covenants set forth in the Indenture, (iv) make any Debt
Security payable in money other than that stated in the Debt Security, (v)
modify the ranking or priority of the Debt Securities or (vi) waive a
continuing default in the payment of principal of or interest on the Debt
Securities.
The right of any holder to participate in any consent required or sought
pursuant to any provision of the Indenture (and the obligation of the Company
to obtain any such consent otherwise required from such holder) may be subject
to the requirement that such holder shall have been the holder of record of
any Debt Securities with respect to which such consent is required or sought
as of a date identified by the Trustee in a notice furnished to holders in
accordance with the terms of the Indenture.
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CONCERNING THE TRUSTEE
The Indenture provides that in case an Event of Default occurs and is not
cured, the Trustee will be required, in the exercise of its power, to use the
degree of care of a prudent person in similar circumstances in the conduct of
its own affairs. The Trustee may refuse to perform any duty or exercise any
right or power under the Indenture, unless it receives indemnity satisfactory
to it against any loss, liability or expense.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by the laws of the
State of New York without giving effect to principles of conflict of laws.
DESCRIPTION OF STOCK
The summary of the terms of the stock of the Company set forth below does
not purport to be complete and is subject to and qualified in its entirety by
reference to the charter and bylaws of the Company and applicable law. See
"Available Information."
GENERAL
The Company has authorized 100,000,000 shares of Common Stock, $.01 par
value per share, and 10,000,000 shares of preferred stock, par value $.01 per
share. As of September 15, 1998, 29,767,280 shares of Common Stock were issued
and outstanding and no shares of Preferred Stock were issued and outstanding.
PREFERRED STOCK
The Board of Directors of the Company has the authority, without further
action by the Company's stockholders, to determine the principal rights,
preferences and privileges of the unissued Preferred Stock. In connection with
the Rights Agreement (as described below), the Board of Directors of the
Company has authorized the reservation of 500,000 shares of Series A Junior
Participating Cumulative Preferred Stock, par value $0.01 per share (the
"Preferred Shares"), for issuance upon exercise of the Rights (as defined
below). For a description of the Preferred Shares, see "Rights" below.
COMMON STOCK
Subject to the preferential rights of any series of Preferred Stock that may
be outstanding, all shares of Common Stock participate equally in any
dividends declared by the Board of Directors and in the net assets of the
Company on liquidation. Holders of shares of Common Stock are entitled to one
vote for each share held of record and have no conversion, exchange,
preemptive or cumulative voting rights. All outstanding shares of Common Stock
are fully paid and nonassessable.
The Board of Directors of the Company has the authority, without further
action by stockholders, to fix or alter the rights, powers and privileges of
any wholly unissued series of Common Stock and to increase or decrease the
number of shares of such series. The Certificate of Incorporation of the
Company (the "Charter") provides that the Board of Directors has no power to
alter the rights of any outstanding shares of Common Stock. Certain other
provisions of the Charter affect the rights of holders of Common Stock. For a
description of such provisions, see "Certain Provisions in the Charter and
Bylaws" below.
The transfer agent and registrar for the Common Stock is First Chicago Trust
Company of New York.
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RIGHTS
In December 1991, the Board of Directors of the Company authorized a
dividend of one Preferred Share purchase right ("Right") for each outstanding
share of Common Stock. A description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and First
Chicago Trust Company of New York, as rights agent (the "Rights Agent"). The
basic concept behind all rights plans, including the Rights Agreement, is that
the rights themselves are initially evidenced by ownership of shares, no
separate rights certificates are issued, the rights may not be traded
separately from the shares and the rights will be evidenced by a notation on
the stock certificates for the shares of common stock to which they are
attached. Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company (other than rights resulting from
such holder's ownership of shares of Common Stock), including, without
limitation, the right to vote or to receive dividends.
The Rights Agreement provides that, upon the occurrence of certain events,
the Rights become exercisable and separate Right certificates will be
distributed. These events include the following:
. The tenth business day (or such later date as the Board determines)
after the date (the "15% Ownership Date") of public announcement that
any person (a "15% Stockholder") has become the beneficial owner of at
least 15% of the then outstanding shares of Common Stock.
. The tenth business day after the date of public announcement of a tender
offer or exchange offer that, if successful, would cause a person to
become a 15% Stockholder.
. The date, on or after the 15% Ownership Date, of a merger in which the
Company is not the surviving corporation or of the sale of at least 50%
of the Company's assets or earning power.
The earliest of the above three dates is referred to as the "Distribution
Date." On the Distribution Date, each Right (other than certain Rights that
become void) will become exercisable to purchase, for the "Exercise Price"
(initially $40.00), 1/100 of a Preferred Share. Thereafter, the Rights may
come to represent the right to purchase other securities or property (as
described more fully below).
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of 1/100 of a Preferred Share to be received upon
exercise of a Right will have approximately the same value as one share of
Common Stock. The Preferred Shares are non-redeemable and, unless otherwise
provided in connection with the creation of a series of Preferred Stock, are
subordinate to any other series of Preferred Stock, whether issued before or
after the issuance of Preferred Shares. The Preferred Shares may not be issued
except upon exercise of Rights. The holder of a Preferred Share is entitled to
receive when, as and if declared, the greater of (i) cash and non-cash
dividends in an amount equal to 100 times the dividends declared on each share
of Common Stock or (ii) a preferential annual dividend of $1.00 per Preferred
Share ($.0l per 1/100 of a Preferred Share). In the event of liquidation, the
holders of Preferred Shares will be entitled to receive a liquidation payment
in an amount equal to the greater of $1.00 per Preferred Share ($.01 per 1/100
of a Preferred Share), plus all accrued and unpaid dividends and distributions
on the Preferred Shares, or an amount equal to 100 times the aggregate amount
to be distributed of Common Stock. Each Preferred Share has 100 votes, voting
together with the shares of Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, the holder of a Preferred Share will be entitled to receive 100
times the amount received per share of Common Stock. The rights of the
Preferred Shares as to dividends, voting and liquidation preferences are
protected by anti-dilution provisions.
Instead of being exercisable for Preferred Shares, the Rights become
exercisable for other securities or property under the following
circumstances:
. After the tenth business day following the 15% Ownership Date, each initial
Right (other than those that have become void) will come to represent the
right to purchase, for the Exercise Price, shares of Common Stock with an
aggregate market value of twice the Exercise Price.
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. After the 15% Ownership Date, upon either a merger in which the Company
is not the surviving corporation or a sale of at least 50% of the
Company's assets or earning power, each Right (other than those that
have become void) will come to represent the right to purchase, for the
Exercise Price, common shares of the surviving corporation or purchaser,
with an aggregate market value of twice the Exercise Price.
. At any time after the first public announcement that any person has
become a 15% Stockholder and prior to the first date thereafter upon
which a 15% Stockholder beneficially owns 50% or more of the outstanding
shares of Common Stock, a majority but not less than three of the
members of the Board of Directors that are not affiliated with the 15%
Stockholder (the "Independent Directors") may at their option, direct
the Company to exchange all, but not less than all, of the then
outstanding Rights (which do not include Rights that have become void)
for shares of Common Stock at an exchange ratio of one share of Common
Stock per Right, whereupon the right to exercise Rights terminates and
the only right of the holders of Rights thereafter will be to receive a
number of shares of Common Stock equal to the exchange ratio.
. Prior to the Distribution Date, a majority but not less than three of
the Independent Directors may authorize the substitution of cash, other
securities or other property for all or any portion of the Preferred
Shares otherwise issuable upon exercise of the Rights. The reasons for
this are to give the Independent Directors flexibility in the event
that, at the time the Rights become exercisable, the Company does not
have an adequate reserve of Preferred Shares to permit the exercise in
full of the Rights. The situation might also arise where it is unlikely
that many Rightholders will exercise the Rights for Preferred Shares,
for example, if the Exercise Price exceeds the fair market value of the
stock issuable upon exercise, but a number of holders nonetheless elect
to exercise. The ability to substitute other securities, cash or
property will enable the Company to avoid the costs and administrative
inconvenience attendant to trading only a handful of Preferred Shares.
In connection with the occurrence of an event that would render the Rights
exercisable to purchase shares of Common Stock or stock of the surviving
corporation or purchaser in connection with a business combination or sale of
assets or earning power, any Rights that are or were beneficially owned by a
15% Stockholder become null and void.
The Rights may be redeemed at $.01 per Right (the "Redemption Price") at any
time prior to the Distribution Date by a majority, but not less than three,
Independent Directors. The Independent Directors may redeem the Rights in
whole, but not in part, and may elect to pay the Redemption Price in cash,
securities or other property.
The Rights Agreement may be amended by a majority, but not less than three,
of the Independent Directors, although, after the lapse of 10 business days
after the 15% Ownership Date, the Independent Directors may only amend the
Rights Agreement if such amendment is not adverse to the Rightholders (other
than Rightholders whose Rights have become void).
The Exercise Price payable and the number of Preferred Shares or other
securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution. With certain exceptions, no
adjustment in the Exercise Price will be required until cumulative adjustments
require an adjustment of at last 1% in such Exercise Price. No fractional
Preferred Shares will be issued (other than fractions which are integral
multiples of 1/100th of a Preferred Share, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based upon the market price of the Preferred
Shares on the last trading day prior to the date of exercise.
The Board of Directors determined that is in the best interests of the
Company and its stockholders to adopt the Rights Agreement and distribute the
Rights in order to protect the stockholders of the Company against coercive,
unfair or inadequate tender offers or other abusive take-over tactics. See
"Certain Provisions in the Charter and Bylaws" below. The Rights Agreement is
designed to encourage any person who desires to take
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control of and/or acquire the Company to enter into negotiations with the
Company's Board of Directors. Exercise of the Rights will substantially reduce
the ownership interest of certain persons attempting to acquire control of the
Company on terms not approved by the Board of Directors.
Neither the ownership nor the further acquisition of Common Stock by the
Company, any wholly owned subsidiary of the Company, any employee benefit plan
of the Company or a subsidiary of the Company, any person holding shares of
Common Stock pursuant to any such employee benefit plan, Arthur E. Svendsen or
any trust, trustee or beneficiary of a trust of which Mr. Svendsen is the
settlor will cause the Rights to become exercisable or non-redeemable or
trigger the other features of the Rights. Mr. Svendsen currently holds
approximately 9.4% of the outstanding Common Stock and is the Chairman of the
Board and Chief Executive Officer of the Company. He holds the shares through
a living trust. He has exercised some measure of control over the Company
since its inception (including the Company's predecessors) and is expected to
continue to do so in the foreseeable future.
The provisions in the Rights Agreement requiring the approval of a majority
but not less than three of the Independent Directors to approve certain
actions, in lieu of requiring approval of the entire Board, are intended to
prevent an Acquiring Person from undermining the protection provided by the
Rights by obtaining control of the Board of Directors and thereby obtaining
Board approval of such actions.
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement which is on
file with the Commission (see "Available Information") and is available upon
request from the Company.
CERTAIN PROVISIONS IN THE CHARTER AND BYLAWS
Stockholder Meeting. The Charter provides that any action required to be
taken or that may be taken at any meeting of the Company's stockholders may
only be taken at a meeting of stockholders and not by written consent. In
addition, only the Board of Directors or a designated committee of the Board
of Directors may call a special meeting of stockholders. If a stockholder
wishes to propose an agenda item for consideration at a stockholder meeting he
or she must give written notice to the Company not less than 90 days prior to
the meeting or, if later, the seventh day following the first public
announcement of such meeting, or such other date as necessary to comply with
applicable federal proxy solicitation rules or other regulations.
Classified Board of Directors. The Charter provides for three classes of
directors and directors are elected by classes to three-year terms. The
Company's Board of Directors believes that this provision promotes stability
and continuity of the Board of Directors. Classification of the Board may also
have the effect of decreasing the number of directors that could otherwise be
elected at each annual meeting of stockholders by a person who obtains a
controlling interest in the Common Stock.
Business Combination Transactions. The Charter also requires, for the
approval of any merger, consolidation or other business reorganization or
combination of the Company with any other person or entity or any of its
affiliates that individually or in the aggregate are directly or indirectly
the beneficial owners of 5% or more of the outstanding shares of Common Stock
(the "Interested Stockholder"), the affirmative vote of the holders of not
less than two-thirds ( 2/3) of the total voting shares of the Company other
than the shares held by the Interested Stockholder. This provision of the
Charter does not apply to a reorganization approved by the directors prior to
acquisition of the beneficial ownership of 5% of the outstanding shares by the
other corporation or its affiliates, nor does it apply to a reorganization
with a subsidiary of the Company.
When evaluating any proposed transaction that would result in a person or
entity becoming an Interested Stockholder or an Interested Stockholder
increasing his or her ownership of shares of Company stock, or any business
combination requiring the affirmative vote of two-thirds ( 2/3) of the total
voting shares of exclusive of those held by an Interested Stockholder, the
Board of Directors must consider all relevant factors including the
independence and integrity of the Company's operations, the social, economic
and environmental effect of the
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proposed transaction on stockholders, employees, customers, suppliers and
other constituents as well as on the communities in which the Company and its
subsidiaries operate.
Amendment of Charter and Bylaws. The Bylaws of the Company (the "Bylaws")
may not be amended without the approval of the holders of at least 80% of the
outstanding voting shares of the Company or the approval of a majority of the
directors (or a majority of the independent directors if an Interested
Stockholder exists). In addition, the provisions contained in the Charter with
respect to the prohibition against stockholder action without meetings, the
classification of the Board of Directors, the increased stockholder vote
required for certain business combinations, consideration of constituencies,
alteration of the Bylaws, and indemnification may not be amended without the
approval of the holders of at least 80% of the outstanding voting shares of
the Company or the approval of a majority of the directors (or a majority of
the independent directors if an Interested Stockholder exists).
DESCRIPTION OF WARRANTS
The Company may issue warrants to purchase Debt Securities (the "Debt
Warrants"), Preferred Stock (the "Preferred Stock Warrants"), Common Stock
(the "Common Stock Warrants") or other securities issued by the Company or
another issuer (the "Other Warrants," collectively with the Common Stock
Warrants, the Debt Warrants and the Preferred Stock Warrants, the "Warrants").
Warrants may be issued independently or together with any Securities and may
be attached to or separate from such Securities. The Warrants are to be issued
under warrant agreements (each a "Warrant Agreement") to be entered into
between the Company and a bank or trust company, as warrant agent (the
"Warrant Agent"), all as shall be set forth in the Prospectus Supplement
relating to the Warrants being offered pursuant thereto.
DEBT WARRANTS
The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, the Warrant Agreement relating to such Debt Warrants
and the debt warrant certificates representing such Debt Warrants, including
the following: (i) the title of such Debt Warrants; (ii) the aggregate number
of such Debt Warrants; (iii) the price or prices at which such Debt Warrants
will be issued; (iv) the designation, aggregate principal amount and terms of
the Debt Securities purchasable upon exercise of such Debt Warrants, and the
procedures and conditions relating to the exercise of such Debt Warrants; (v)
the date, if any, on and after which such Debt Warrants and the related Debt
Securities will be separately transferable; (vi) the principal amount of Debt
Securities purchasable upon exercise of each Debt Warrant, and the price at
which such principal amount of Debt Securities may be purchased upon such
exercise; (vii) the date on which the right to exercise such Debt Warrants
shall commence, and the date on which such right shall expire; (viii) the
maximum or minimum number of such Debt Warrants which may be exercised at any
time; (ix) a discussion of material federal income tax considerations, if any;
and (x) any other terms of such Debt Warrants and terms, procedures and
limitations relating to the exercise of such Debt Warrants.
Debt Warrant certificates will be exchangeable for new Debt Warrant
certificates of different denominations, and Debt Warrants may be exercised at
the corporate trust office of the Warrant Agent or any other office indicated
in the Prospectus Supplement. Prior to the exercise of their Debt Warrants,
holders of Debt Warrants will not have any of the rights of holders of the
securities purchasable upon such exercise and will not be entitled to payments
of principal of (or premium, if any) or interest, if any, on the securities
purchasable upon such exercise.
PREFERRED STOCK WARRANTS, COMMON STOCK WARRANTS AND OTHER WARRANTS
The applicable Prospectus Supplement will describe the following terms of
Preferred Stock Warrants, Common Stock Warrants, and Other Warrants in respect
of which this Prospectus is being delivered: (i) the title of such Warrants;
(ii) the securities for which such Warrants are exercisable; (iii) the price
or prices at which
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such Warrants will be issued; (iv) if applicable, the number of such Warrants
issued with each share of Preferred Stock, Common Stock or other securities of
the Company or another issuer; (v) any provisions for adjustment of the number
or amount of shares of Preferred Stock, Common Stock or other securities of
the Company or another issuer receivable upon exercise of such Warrants or the
exercise price of such Warrants; (vi) if applicable, the date on and after
which such Warrants and the related Preferred Stock, Common Stock or other
securities of the Company or another issuer will be separately transferable;
(vii) if applicable, a discussion of material federal income tax
considerations; (viii) any other terms of such Warrants, including terms,
procedures and limitations relating to the exchange and exercise of such
Warrants; (ix) the date on which the right to exercise such Warrants shall
commence, and the date on which such right shall expire; and (x) the maximum
or minimum number of such Warrants which may be exercised at any time.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder of Warrants to purchase for cash such
principal amount of Debt Securities, shares of Preferred Stock or Common
Stock, or amounts of other securities at such exercise price as shall in each
case be set forth in, or be determinable as set forth in, the Prospectus
Supplement relating to the Warrants offered thereby. Warrants may be exercised
at any time up to the close of business on the expiration date set forth in
the Prospectus Supplement relating to the Warrants offered thereby. After the
close of business on the expiration date, unexercised Warrants will become
void.
Warrants may be exercised as set forth in the Prospectus Supplement relating
to the Warrants offered thereby. Upon receipt of payment and the warrant
certificate properly completed and duly executed at the corporate trust office
of the Warrant Agent or any other office indicated in the Prospectus
Supplement, the Company will, as soon as practicable, forward the Debt
Securities, shares of Preferred Stock or Common Stock or other securities
purchasable upon such exercise. If less than all of the Warrants represented
by such warrant certificate are exercised, a new warrant certificate will be
issued for the remaining Warrants.
PLAN OF DISTRIBUTION
The Securities may be sold (i) through agents, (ii) through underwriters,
(iii) through dealers, (iv) directly to purchasers (through a specific bidding
or auction process or otherwise); or (v) through a combination of any such
methods of sale. The distribution of Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices
relating to such prevailing market prices or at negotiated prices.
Offers to purchase the Securities may be solicited by agents designated by
the Company from time to time. Any such agent involved in the offer or sale of
the Securities will be named, and any commissions payable by the Company to
such agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a
best efforts basis for the period of its appointment. Any such agent may be
deemed to be an underwriter, as that term is defined in the Securities Act, of
the Securities so offered and sold.
If an underwriter or underwriters are utilized in the sale of Securities,
the Company will execute an underwriting agreement with such underwriter or
underwriters at the time an agreement for such sale is reached. The names of
the specific managing underwriter or underwriters, as well as any other
underwriters, and the terms of the transactions, including compensation of the
underwriters and dealers, which may be in the form of discounts, concessions
or commissions, if any, will be set forth in the Prospectus Supplement, which
will be used by the underwriters to make resales of the Securities.
If a dealer is utilized in the sale of the Securities, the Company or an
underwriter will sell such Securities to the dealer, as principal. The dealer
may then resell such Securities to the public at varying prices to be
determined by such dealer at the time of resale. The name of the dealer and
the terms of the transactions will be set forth in the Prospectus Supplement
relating thereto.
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Offers to purchase the Securities may be solicited directly by the Company
and sales thereof may be made by the Company directly to institutional
investors or others. The terms of any such sales, including the terms of any
bidding or auction process, if utilized, will be described in the Prospectus
Supplement relating thereto.
Agents, underwriters and dealers may be entitled under agreements which may
be entered into with the Company to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, or to
contribution by the Company to payments they may be required to make in
respect thereof. The terms and conditions of such indemnification or
contribution will be described in the applicable Prospectus Supplement.
Certain of the agents, underwriters or dealers, or their affiliates may be
customers of, engage in transactions with or perform services for the Company
in the ordinary course of business.
EXPERTS
The financial statements incorporated by reference in this registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.
LEGAL MATTERS
Gibson, Dunn & Crutcher LLP has rendered an opinion (filed as an exhibit to
the Registration Statement) with respect to the validity of the Securities
being offered hereby. If certain legal matters in connection with offerings
made by this Prospectus are passed on by counsel for the underwriters of an
offering of those Securities, that counsel will be named in the Prospectus
Supplement relating to that offering. Robert K. Montgomery, a partner of
Gibson, Dunn & Crutcher LLP, and certain members of his immediate family own
approximately 50,000 shares of Common Stock.
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER
THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 4
Earnings to Fixed Charges Ratios........................................... 4
Description of Debt Securities............................................. 4
Description of Stock....................................................... 7
Description of Warrants.................................................... 11
Plan of Distribution....................................................... 12
Experts.................................................................... 13
Legal Matters.............................................................. 13
</TABLE>
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$300,000,000
STANDARD PACIFIC CORP.
DEBT SECURITIES,
PREFERRED STOCK, COMMON STOCK
AND WARRANTS
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PROSPECTUS
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OCTOBER 23, 1998
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