<PAGE>
Filed by Standard Pacific Corp.
Pursuant to Rule 425 under the Securities
Act of 1933
Subject Company: Standard Pacific Corp.
Commission File No.: 333-37014
[LOGO] [LOGO]
The Writer Corporation Standard Pacific Corp.
Election And Transmittal Form
This Election and Transmittal Form (this "Election and Transmittal Form") must
accompany unsigned certificates representing Writer common stock when you make
an election to receive cash or shares of Standard Pacific Corp. common stock in
connection with the merger of The Writer Corporation with and into TWC
Acquisition Corp., a wholly owned subsidiary of Standard Pacific Corp. (the
"Merger"). See special rules for lost or destroyed certificate(s). I/we, the
undersigned, surrender to you for exchange the share(s) represented by the
certificate(s) accompanying this Election and Transmittal Form (or the
certificate(s) to be delivered pursuant to the Notice of Guaranteed Delivery
delivered herewith). I/we certify that I/we (i) have complied with all
requirements and make all acknowledgements, representations and warranties
stated in the instructions on the reverse side of this Election and Transmittal
Form and the Instructions accompanying this Election and Transmittal Form, (ii)
will be the registered holder(s) of such shares of Writer common stock on the
effective date of the Merger, (iii) have good title to such shares, (iv) have
full power and authority to transfer and surrender these shares free and clear
of all liens, restrictions, adverse claims and encumbrances, and (v) make the
election indicated below. By signing below, I/we acknowledge that delivery of
this Election and Transmittal Form and any certificate(s) enclosed herewith is
at my/our election and risk and that the risk of loss with respect thereto will
pass only when such materials are actually received by First Chicago Trust
Company of New York, the Exchange Agent.
Return this signed Election and Transmittal Form along with your stock
certificate(s) in the enclosed envelope to: First Chicago Trust Company of New
York, at the appropriate address referenced on page 1 of the Instructions prior
to 5:00 pm (Eastern Daylight Time) on August 24, 2000.
Change of Address: Any information that has
changed or is different, please correct in the
space provided below.
Name _____________________________________________
Address __________________________________________
City ___________ State ___________ Zip___________
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Box 1 SIGNATURE
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This Election and Transmittal Form must be signed by the registered holder(s)
exactly as the name(s) appear(s) on the stock certificate(s) or by person(s)
authorized to sign on behalf of the registered holder(s) by documents
transmitted herewith. See General Instruction 7.
X __________________________________________
Signature of Shareowner
X __________________________________________
Signature of Co-Shareowner
X __________________________________________
Daytime Telephone Number
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Box 2 ELECTION AND DESCRIPTION OF SHARES OF WRITER COMMON STOCK
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See "Special Election Instructions" and General Instruction 4.
CHOOSE ONE:
[_] STOCK ELECTION FOR ALL SHARES OF WRITER COMMON STOCK
[_] CASH ELECTION FOR ALL SHARES OF WRITER COMMON STOCK
[_] MIXED ELECTION
STOCK ELECTION FOR _____ SHARES OF WRITER COMMON STOCK
CASH ELECTION FOR _____ SHARES OF WRITER COMMON STOCK
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<PAGE>
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Box 3 SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS
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Merger consideration (in the form of (i) checks for cash and/or (ii) shares of
Standard Pacific common stock) will be issued in the name(s) shown on the
FRONT of this Election and Transmittal Form unless otherwise instructed below.
To determine if Signature Guarantee is required, see General Instruction 9.
Issue to:
Name(s) _______________________________________________________________________
_______________________________________________________________________________
Address _______________________________________________________________________
City/State/Zip ________________________________________________________________
X Signature ___________________________________________________________________
Medallion Signature Guarantee (see General Instruction 9).
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Box 4 SPECIAL DELIVERY INSTRUCTIONS
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A check and/or certificate(s) for shares of Standard Pacific common stock will
be mailed to the person and address shown on the FRONT of this Election and
Transmittal Form (or the person and address listed above) unless otherwise
instructed below. (See General Instruction 10.)
Name(s) _______________________________________________________________________
_______________________________________________________________________________
Address _______________________________________________________________________
City/State/Zip ________________________________________________________________
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Box 5 SUBSTITUTE FORM W-9
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<TABLE>
<S> <C>
PART I--please provide your TIN on the line at the right ______________
and certify by signing and dating below. Social
Security
Number or
Employer I.D.
Number
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Certification--Under the penalties of perjury, I certify PART 2--[_]
that: (1) the number shown on this Election and Transmittal TIN applied
Form is my correct Taxpayer Identification Number (or I am for (or
waiting for a number to be issued to me), and (2) I am not intended to
subject to backup withholding because: (A) I am exempt from apply for in
backup withholding, (B) I have not been notified by the near future).
Internal Revenue Service ("IRS") that I am subject to Check box if
backup withholding as a result of a failure to report all applicable.
interest or dividends, or (C) after being so notified, the
IRS has subsequently notified me that I am no longer PART 3--[_]
subject to backup withholding (you must cross out item (2) EXEMPT PAYEE
above if you have been notified by the IRS that you are Attach
subject to backup withholding because of under-reporting Certificate of
interest or dividends on your tax return and you have not Foreign Status
received another notice from the IRS indicating that you (if
are no longer subject to backup withholding). applicable).
-------------------------------------------------------------------------------
X Signature ______________________________________________ Department of
Treasury,
Name _____________________________________________________ Internal
Revenue
Address __________________________________________________ Service
City/State/Zip ___________________________________________ Payer's
Request for
Date _____________________________________________________ Taxpayer
Identification
Number (TIN)
</TABLE>
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Box 6 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
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I certify under penalties of perjury that a Taxpayer Identification Number has
not been issued to me, and either (1) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number by the
time of payment of cash pursuant to the Merger, 31% of such cash payments that
are made to me will be withheld.
Signature _______________________________ Date ________________________________
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INSTRUCTIONS FOR COMPLETING THIS ELECTION AND TRANSMITTAL FORM
Box 1 Sign and date this Election and Transmittal Form and return it in the
enclosed envelope.
Box 2 Please check the box which represents the consideration that you wish to
receive in exchange for your shares of Writer common stock. For
important information regarding this election, see Special Election
Instructions and General Instruction 4.
Box 3 If you want to change the ownership of shares of Standard Pacific common
stock to be received, complete the Special Issuance and Payment
Instructions section of this box. Signature(s) of a registered
shareholder must be Medallion guaranteed. A notary public seal is not
acceptable. (See General Instruction 9.)
Box 4 Complete this section only if the consideration you are to receive is to
be delivered to a person other than the registered holder or to a
different address. (See General Instruction 10.)
Box 5 You must complete this section with your correct Taxpayer Identification
Number. For U.S. citizens, this is typically your U.S. Social Security
Number. Failure to complete this Substitute Form W-9 may result in
backup withholding of 31% of any cash payments made to you pursuant to
the Merger. (See General Instruction 14.)
Box 6 You must sign and date this certificate if you checked the box in Part 2
of the Substitute Form W-9. YOU ARE URGED TO READ THE INSTRUCTIONS
ACCOMPANYING THIS ELECTION AND TRANSMITTAL FORM. THE INSTRUCTIONS
CONTAIN MORE COMPREHENSIVE GUIDELINES WITH RESPECT TO ELECTION AND
MERGER MECHANICS AND ADDITIONAL DETAILS REGARDING THE SUBSTITUTE FORM W-
9. FOR ADDITIONAL INFORMATION, YOU CAN ALSO CALL THE INFORMATION AGENT
AT (800) 322-2885 (TOLL-FREE) IN THE UNITED STATES OR CANADA OR FOR
BANKS, BROKERS AND PERSONS OUTSIDE THE UNITED STATES OR CANADA AT (212)
929-5500 (CALL COLLECT).
2
<PAGE>
INSTRUCTIONS FOR USE WITH THE ELECTION
AND TRANSMITTAL FORM
With Respect To Shares of Common Stock of
THE WRITER CORPORATION
This Election and Transmittal Form is being delivered to you in connection
with the proposed merger of The Writer Corporation, a Colorado corporation
("Writer"), into TWC Acquisition Corp., a Delaware corporation ("TWC") and a
wholly owned subsidiary of Standard Pacific Corp., a Delaware corporation
("Standard Pacific"), whereby Writer will become a wholly owned subsidiary of
Standard Pacific (the "Merger"), pursuant to the Agreement and Plan of Merger
dated as of April 14, 2000, among Writer, TWC and Standard Pacific (the "Merger
Agreement"). If the Merger is consummated, for each of your shares of Writer
common stock, par value $0.10 per share ("Writer Share(s)") outstanding at the
time of the Merger, you will be entitled to receive, at your election, either
$3.35 in cash ("Cash Election") or a fraction of a share of Standard Pacific
common stock ("Stock Election") with an aggregate value of $3.35. Your election
is subject to adjustment under the circumstances described below. To determine
the fractional share of Standard Pacific common stock you will receive if you
elect to receive Standard Pacific common stock, Standard Pacific's common stock
will be valued based on its average closing sale price on the New York Stock
Exchange over a twenty trading-day period ending three trading days prior to
the closing date of the merger. If the twenty-day average closing price of
Standard Pacific common stock is less than $11.00 per share, the average price
used for calculating the fractional share of Standard Pacific common stock to
be received by Writer shareholders electing to receive Standard Pacific common
stock in the merger will be $11.00, and if the twenty-day average closing price
is more than $13.50 per share, the average price used will be $13.50. A "Mixed
Election" may be made if you make a Cash Election for some of your Writer
Shares and a Stock Election for the remainder of your Writer Shares. As more
fully described in the Merger Agreement, you may not receive the type of
consideration that you elect because the Merger Agreement provides that no more
than 60% of the outstanding Writer Shares may be converted into shares of
Standard Pacific common stock, nor may more than 50% of the aggregate merger
consideration be paid in cash. See General Instruction 4.
THIS ELECTION AND TRANSMITTAL FORM IS NOT THE METHOD BY WHICH YOU VOTE FOR
OR AGAINST THE MERGER. YOUR VOTE IS VERY IMPORTANT. We urge you to vote on the
Merger and the Merger Agreement by completing, signing, dating and returning
the blue proxy card that accompanies the proxy statement/prospectus, dated July
27, 2000, relating to the Merger.
Holders of Writer Shares who do not wish to make an election need not submit
this Election and Transmittal Form at this time, although we encourage you to
do so. Each Writer Share owned by any non-electing holder ("Non-Election
Shares") will be converted into cash, shares of Standard Pacific common stock,
or a combination of the two, as determined by the terms of the Merger
Agreement. After the effective time of the Merger, separate transmittal
documents will be sent to holders of Writer Shares who did not return the
Election and Transmittal Form.
The Exchange Agent for the Merger is:
First Chicago Trust Company of New York
By Mail: By Overnight Courier: By Hand:
First Chicago Trust First Chicago Trust First Chicago Trust
Company of Company of Company of
New York New York New York
Corporate Actions Corporate Actions Corporate Actions
P.O. Box 842010 40 Campanelli Drive c/o Securities Transfer
Boston, MA 02284-2010 Braintree, MA 02184 and
Reporting Services, Inc.
100 William Street,
Galleria
New York, NY 10038
1
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DELIVERY OF THE ELECTION AND TRANSMITTAL FORM TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE AGENT.
TO BE EFFECTIVE, THE PROPERLY COMPLETED ELECTION AND TRANSMITTAL FORM,
TOGETHER WITH YOUR STOCK CERTIFICATES (OR A NOTICE OF GUARANTEED DELIVERY OF
SUCH STOCK CERTIFICATES AS SET FORTH IN GENERAL INSTRUCTION 12), MUST BE
RECEIVED BY THE EXCHANGE AGENT BEFORE THE ELECTION DEADLINE SPECIFIED BELOW.
SPECIAL RULES APPLY TO LOST OR DESTROYED CERTIFICATE(S).
TELEPHONE ASSISTANCE:
(800) 322-2885 (TOLL-FREE)
(212) 929-5500 (CALL COLLECT)
To constitute an effective Cash Election, Stock Election or Mixed Election, a
properly completed Election and Transmittal Form, together with your
certificate(s) or a Notice of Guaranteed Delivery (as defined below) must be
received by the Exchange Agent prior to 5:00 pm (Eastern Daylight Time) on
August 24, 2000 (the "Election Deadline"). If a properly completed Election and
Transmittal Form, together with your certificate(s) or a Notice of Guaranteed
Delivery, is not received by the Exchange Agent prior to the Election Deadline,
you will be deemed to hold "Non-Election Shares," which will be converted into
cash, shares of Standard Pacific common stock, or a combination of the two, as
determined by the terms of the Merger Agreement. If you fail to indicate a Cash
Election, Stock Election or Mixed Election in Box 2 of the Election and
Transmittal Form, you also will be deemed to hold Non-Election Shares. After
the effective time of the Merger, until a record holder's certificate(s) are
received by the Exchange Agent at one of the addresses set forth above,
together with such documents as the Exchange Agent may require, and processed
for exchange by the Exchange Agent, such holders will not receive the check or
any certificate for shares of Standard Pacific common stock in exchange for
their certificate(s). If your certificate(s) are not available at the time you
send a completed Election and Transmittal Form to the Exchange Agent, you may
instead provide a Notice of Guaranteed Delivery of your certificate(s) on the
form enclosed herewith, and you must, within three trading days on the New York
Stock Exchange thereafter, deliver to the Exchange Agent the certificate(s)
representing the Writer Shares in respect of which an Election is being made.
Special rules apply to lost or destroyed certificates and are described below.
2
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PLEASE READ THE GENERAL INSTRUCTIONS AND THE SPECIAL ELECTION INSTRUCTIONS
CAREFULLY BEFORE COMPLETING THE ELECTION AND TRANSMITTAL FORM
By completing and signing the foregoing Election and Transmittal Form, you
acknowledge, understand, represent and warrant the following:
The election is subject to (i) the terms, conditions and limitations set
forth in the proxy statement/prospectus, dated July 27, 2000, relating to the
Merger (including all annexes and schedules thereto, and as it may be amended
or supplemented from time to time, the "Proxy Statement/Prospectus"), receipt
of which is acknowledged by you, (ii) the terms of the Merger Agreement, as the
same may be amended or supplemented from time to time, a conformed copy of
which appears as Appendix A to the Proxy Statement/Prospectus, (iii) completion
of the attached Election and Transmittal Form, and (iv) the accompanying
Instructions.
You should read the Proxy Statement/Prospectus because it contains important
information. The document is available, at no charge, by calling (800) 322-2885
(toll-free) or from the Securities and Exchange Commission's web site,
www.sec.gov.
Each election is subject to certain terms, conditions and limitations,
including no more than 50% of the aggregate merger consideration may be paid in
cash ("Cash Consideration") and no more than 60% of the outstanding Writer
Shares may be converted into the right to receive shares of Standard Pacific
common stock in the Merger ("Stock Consideration"). The Merger Agreement
provides for proration if, as a result of the elections made, either of the
foregoing limitations would otherwise be exceeded, with the result that you may
receive a combination of cash and shares of Standard Pacific common stock that
differs from the election made by you.
If you wish to sell Writer Shares and you have already submitted the
Election and Transmittal Form with respect to those Writer Shares, you must
revoke it and have the certificate(s) returned to you. If you purchase Writer
Shares after having submitted an Election and Transmittal Form, you must obtain
and submit your newly acquired stock certificates, and a new Election and
Transmittal Form concerning the newly acquired shares.
You represent that (i) you are, as of the date hereof, and will be, as of
the effective time of the Merger, the registered holder of the Writer Share(s)
represented by the certificate(s) surrendered herewith with good title to such
Writer Shares, and (ii) you have full power and authority to surrender the
certificate(s) to the Exchange Agent as set forth herein, free and clear of any
and all liens, claims and encumbrances, and not subject to any adverse claims.
You will, upon request, execute and deliver any additional documents deemed
appropriate or necessary by the Exchange Agent or Standard Pacific in
connection with the surrender of the certificate(s). All authority conferred or
agreed to be conferred in your Election and Transmittal Form shall not be
affected by, and shall survive, your death or incapacity and any of your
obligations shall be binding upon your successors, assigns, heirs, executors,
administrators and legal representatives.
You understand that an election is not made in acceptable form until receipt
by the Exchange Agent of the Election and Transmittal Form, duly completed and
signed, together will all accompanying evidence of authority in form
satisfactory to Standard Pacific (which may delegate power in whole or in part
to the Exchange Agent), and the certificate(s) relating thereto. All questions
as to validity, form and eligibility of any election or surrender of the
certificate(s) hereunder will be determined by Standard Pacific (which may
delegate power in whole or in part to the Exchange Agent), and such
determination shall be final and binding.
You are authorizing and instructing the Exchange Agent to deliver the
certificate(s) and to receive on your behalf, in exchange for the Writer
Share(s) represented thereby, Cash Consideration and/or Stock Consideration
issuable in the Merger pursuant to the Merger Agreement. You understand that
the Cash Consideration and/or Stock Consideration paid in exchange for the
surrendered certificate(s) will be made as promptly as practicable if the
Merger is effected and once surrender of the certificate(s) is made in
acceptable form. If the Merger is not consummated, you understand that the
certificate(s) will be returned to you.
Unless otherwise indicated under Special Issuance and Payment Instructions
in Box 3, any certificate for shares of Standard Pacific common stock and/or
any check issuable in exchange for the certificate(s) submitted hereby will be
issued in the name of the registered holder(s) of such Writer Shares.
Similarly, unless otherwise indicated under Special Delivery Instructions in
Box 4, any certificate for shares of Standard Pacific common stock and/or any
check for cash issuable in exchange for the certificate(s) submitted hereby
will be mailed to the registered holder(s) of the Writer Shares at the address
or addresses shown above.
3
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SPECIAL ELECTION INSTRUCTIONS
The appropriate box must be checked in Box 2 of the Election and Transmittal
Form in order to make a Cash Election, Stock Election or Mixed Election.
Your choice of election is as follows:
<TABLE>
<CAPTION>
What you may receive for each Writer
Share
Election (subject to proration)
------------------------------------ ------------------------------------
<C> <S>
Cash Election....................... $3.35 in cash without interest
Stock Election...................... A fraction of a share of Standard
Pacific common stock with a value as
determined pursuant to the Merger
Agreement
Mixed Election...................... You may divide the number of Writer
Shares you submit for an election of
both cash and shares of Standard
Pacific common stock, provided that
each election is with respect to a
whole number of Writer Shares
</TABLE>
All holders of Writer Shares must deliver to the Exchange Agent a properly
completed Election and Transmittal Form prior to the Election Deadline (which
is 5:00 p.m. Eastern Daylight Time) on August 24, 2000. All holders submitting
an Election and Transmittal Form that is received by the Exchange Agent after
the Election Deadline will be deemed to hold Non-Election Shares.
Standard Pacific and the Exchange Agent, with Standard Pacific's consent,
reserve the right to deem that you have elected to receive Non-Election Shares
if:
A. No election choice is indicated in Box 2 above;
B. More than one election choice is indicated in Box 2 above or too many or
too few Writer Shares have been listed in the Mixed Election subheadings;
C. You fail to follow the instructions on the Election and Transmittal Form
(including failure to submit your certificate(s) or a Notice of Guaranteed
Delivery) or otherwise fail to properly make an election;
D. A complete Election and Transmittal Form (including submission of your
certificate(s) or a Notice of Guaranteed Delivery) is not actually received by
the Exchange Agent prior to the Election Deadline; or
E. You return the Election and Transmittal Form with a Notice of Guaranteed
Delivery but do not deliver the certificate(s) representing the Writer Shares
in respect of which the election is being made within three New York Stock
Exchange trading days thereafter.
Notwithstanding anything to the contrary in the Election and Transmittal
Form or the General Instructions, the Exchange Agent, with Standard Pacific's
consent, reserves the right to waive any flaws in a completed Election and
Transmittal Form but shall be under no obligation to do so. The Merger
consideration is expected to be mailed as soon as practicable following such
determination or, if later, as soon as practicable after the Merger is
consummated.
4
<PAGE>
GENERAL INSTRUCTIONS
1. Election Deadline. To be effective, an election pursuant to the terms and
conditions set forth on the Election and Transmittal Form, accompanied by the
certificate(s) described above representing Writer Shares, must be received by
the Exchange Agent, at the address for the Exchange Agent set forth above, no
later than 5:00 p.m. (Eastern Daylight Time) on August 24, 2000 (the "Election
Deadline"). Holders of Writer Shares whose certificate(s) are not immediately
available may also make an effective election by properly completing and
executing the Election and Transmittal Form and the Notice of Guaranteed
Delivery, which is enclosed herewith, and submitting to the Exchange Agent
prior to the Election Deadline the Election and Transmittal Form and the Notice
of Guaranteed Delivery (subject to the condition that the certificate(s) for
which delivery is thereby guaranteed are in fact delivered to the Exchange
Agent, duly endorsed in blank or otherwise in form acceptable for transfer on
the books of Writer, no later than 5:00 p.m. (Eastern Daylight Time) on the
third trading day on the New York Stock Exchange after the date of execution of
such Notice of Guaranteed Delivery). Each outstanding Writer Share at the
effective time of the Merger with respect to which the Exchange Agent shall
have not received an effective Election and Transmittal Form and the
certificate(s) surrendered according thereto by the Election Deadline, will be
converted into the right to receive following the Merger either Cash
Consideration or Stock Consideration, or a combination of the two, as
determined by the terms of the Merger Agreement. After the effective time of
the Merger, separate transmittal documents will be sent to holders of Writer
Shares who did not return the Election and Transmittal Form prior to the
Election Deadline.
2. Revocation of Election. Any election on the Election and Transmittal Form
may be revoked by the person who submitted this Election and Transmittal Form
to the Exchange Agent by written notice duly executed, which must be received
by the Exchange Agent prior to the Election Deadline. Such revocation notice
must specify the person in whose name the Writer Shares to which the notice
applies had been deposited, the number of Writer Shares to which the notice
applies, the name of the registered holder thereof, and the serial numbers
shown on the certificate(s) representing the Writer Shares to which the notice
applies. The signature of the registered holder of the Writer Shares must be
medallion guaranteed on the notice in compliance with General Instruction 9
below. If an election is revoked, the certificate(s) submitted therewith will
be treated as Non-Election Shares unless a later valid election is made.
3. Termination of Right to Elect. If for any reason the Merger is not
consummated or is abandoned, all Election Forms will be void and of no effect.
Certificate(s) for Writer Shares previously received by the Exchange Agent will
be returned promptly by the Exchange Agent to the person who submitted such
certificate(s).
4. Election and Proration Procedures. A description of the election and
proration procedures is set forth in the Proxy Statement/Prospectus under the
headings "THE MERGER--Merger Consideration" and "THE MERGER--Election
Procedure." A full statement of the election and proration procedures is
contained in the Merger Agreement, and all elections are subject to compliance
with such procedures. In connection with making any election, a holder of
Writer Shares should read carefully, among other matters, the descriptions
referenced above and the statement and the information contained in the Proxy
Statement/Prospectus under the headings "THE MERGER--Material Federal Income
Tax Consequences of the Merger" and "RISK FACTORS."
You may not receive the type of consideration that you elect because the
Merger Agreement provides that no more than 60% of the outstanding Writer
Shares may be converted into shares of Standard Pacific common stock, nor may
more than 50% of the aggregate Merger consideration be paid in cash. As a
result of the proration procedures, holders of Writer Shares may receive Cash
Consideration or Stock Consideration in amounts which vary from the amounts
such holders elect to receive on their Election and Transmittal Form. Such
holders will not be able to change the number of shares of Standard Pacific
common stock or the amount of cash allocated to them pursuant to such
procedures.
5. Standard Pacific Certificates; Fractional Interests. All shares of
Standard Pacific common stock issued in the Merger will be in the form of
certificates. Holders or their designees set forth in Box 3 will receive, at
the applicable address, certificates with respect to such shares of Standard
Pacific common stock representing the Stock Consideration. No fractional shares
of Standard Pacific common stock will be issued in connection with the Merger.
Each holder of Writer Shares who would otherwise have been entitled to receive
a fraction of a share of Standard
5
<PAGE>
Pacific common stock (after taking into account all shares of Standard Pacific
common stock to be received by such holder) will receive, in lieu thereof, a
cash payment (without interest) equal to such fraction multiplied by the
average closing sale price of Standard Pacific common stock on the New York
Stock Exchange over a twenty trading-day period ending three business days
prior to the closing date of the Merger, within the limits set forth in the
Merger Agreement.
6. Inadequate Space. If there is insufficient space on this Election and
Transmittal Form to list all your certificate(s) being submitted to the
Exchange Agent, please attach a separate list.
7. Signatures. The signature (or signatures, in the case of the
certificate(s) owned by two or more joint holders) on the Election and
Transmittal Form should correspond exactly with the name(s) as written on the
face of the certificate(s) submitted, unless the Writer Shares described in the
Election and Transmittal Form have been assigned by the registered holder(s),
in which event this Election and Transmittal Form should be signed in exactly
the same form as the name of the last transferee indicated on the transfers
attached to or endorsed on the certificate(s). If the Election and Transmittal
Form is signed by a person or persons other than the registered owner(s) of the
certificate(s) listed, the certificate(s) must be endorsed or accompanied by
appropriate stock power(s), in either case signed exactly as the name(s) of the
registered owner(s) appear on the certificate(s) with signatures guaranteed by
medallion signature guarantees in compliance with General Instruction 9 below.
If the Election and Transmittal Form or any certificate(s) or stock power(s)
are signed by a trustee, executor, administrator, guardian, officer of a
corporation, attorney-in-fact or any other person acting in a representative or
fiduciary capacity, the person signing must give such person's full title in
such capacity and appropriate evidence of authority to act in such capacity
must be forwarded with the Election and Transmittal Form.
8. New Certificates and Checks in Same Name. If all certificate(s)
representing shares of Standard Pacific common stock and all check(s) in
respect of Writer Shares are to be registered in, or payable to the order of,
exactly the same name(s) that appears on the certificate(s) representing Writer
Shares submitted with this Election and Transmittal Form, no endorsement of the
certificate(s) or separate stock power(s) are required. Do not sign the
certificate(s). Signature guarantees are not required if the certificate(s)
surrendered herewith are submitted by the registered owner of the Writer Shares
who has not completed Box 3.
9. New Certificate and Checks in Different Name; Guarantee of Signature. If
any certificate(s) representing shares of Standard Pacific common stock or any
check(s) in respect of Writer Shares are to be registered in, or payable to the
order of, any name other than the exact name that appears on the certificate(s)
representing the Writer Shares submitted with the Election and Transmittal
Form, such registration and/or payment shall not be made by the Exchange Agent
unless the certificate(s) submitted are endorsed, Box 3 is completed, and the
signature of the person(s) whose name(s) appear on the certificate(s) is
guaranteed in Box 3 by a financial institution (including most commercial
banks, savings associations and brokerage houses) that is a participant in good
standing of the Security Transfer Agent's Medallion Program, the New York Stock
Exchange Medallion Program or the Stock Exchange Medallion Program.
10. Special Delivery Instructions. If the checks are to be payable to the
order of, or the certificates for shares of Standard Pacific common stock are
to be registered in, the name of the registered holder(s) of Writer Shares, but
are to be sent to someone other than the registered holder(s) or to an address
other than the address of the registered holders, it will be necessary to
indicate such person or address in Box 4.
11. Lost, Stolen or Destroyed Certificates. If you have lost your
certificate representing shares of Writer common stock, or if your certificate
has been stolen or destroyed, you should notify Writer's transfer agent,
Computershare Limited at (312) 360-5492. In order for you to make an election
with respect to shares for which the certificate has been lost, stolen or
destroyed, Computershare must first issue a replacement share certificate.
Prior to issuing a replacement certificate Computershare may require you to
deliver a suitable bond or indemnity.
12. Guarantee of Delivery. Holders whose certificates for Writer Shares are
not immediately available or who cannot deliver their certificates for Writer
Shares to the Exchange Agent on or prior to the Election Deadline or for Book-
Entry Confirmation, may make an effective election for their Writer Shares by
properly completing and duly executing a
6
<PAGE>
Notice of Guaranteed Delivery. Pursuant to this procedure, (i) the election
must be made by or through an Eligible Institution, (ii) a properly completed
and duly executed Notice of Guaranteed Delivery, substantially in the form
enclosed herewith, must be received by the Exchange Agent on or prior to the
Election Deadline, and (iii) the certificates evidencing all physically
surrendered Writer Shares or Book-Entry Confirmations, as the case may be,
together with a properly completed and duly executed Election and Transmittal
Form (or a manually signed facsimile thereof), together with any required
signature guarantees, or an Agent's Message in the case of a book-entry
transfer, and any other documents required by this Election and Transmittal
Form, must be received by the Exchange Agent within three New York Stock
Exchange trading days after the date of execution of such Notice of Guaranteed
Delivery.
13. Miscellaneous. A single check and/or a single stock certificate
representing shares of Standard Pacific common stock will be issued. All
questions with respect to the Election and Transmittal Form and the elections
(including, without limitation, questions relating to the timeliness or
effectiveness of revocation of any election and computation as to proration)
will be determined by Standard Pacific (which may delegate power in whole or in
part to the Exchange Agent), which determination shall be conclusive and
binding.
14. 31% Backup Withholding. Under federal income tax law, a holder who
receives a cash payment pursuant to the Merger may be required to provide the
Exchange Agent (as payer) with such holder's correct taxpayer identification
number ("TIN") on the Substitute Form W-9 enclosed herein. If the holder is an
individual, the TIN is his or her U.S. Social Security Number. If the Exchange
Agent is not provided with the correct TIN, cash payments that are made by the
Exchange Agent to such holder or other payee pursuant to the Merger may be
subject to backup withholding at a rate of 31%, and such holder or payee may be
subject to a $50 penalty imposed by the Internal Revenue Service. Backup
withholding is not an additional tax. Rather, the taxes owed by persons subject
to backup withholding will be reduced by the amount of tax withheld, provided
that the required information is given to the Internal Revenue Service. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To avoid possible erroneous backup withholding, a holder who is
exempt from backup withholding should complete the Substitute Form W-9 by
providing the holder's correct TIN, signing and dating such form, and checking
the box in Part 3 of the Substitute Form W-9. A shareholder who is a foreign
individual or foreign entity must also submit to the Exchange Agent a properly
completed IRS Form W-8, Certificate of Foreign Status, signed under penalty of
perjury, attesting to such holder's exempt status. A copy of IRS Form W-8 may
be obtained from the Exchange Agent. Foreign investors should consult their tax
advisors regarding the need to complete IRS Form W-8 and any other forms that
may be required. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for more instructions.
The box in Part 2 of the Substitute Form W-9 should be checked if the
submitting holder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 2 of the
Substitute Form W-9 is checked, the holder or other payee must also complete
the Certificate of Awaiting Taxpayer Identification Number provided herein.
Notwithstanding that the box in Part 2 of the Substitute Form W-9 is checked
and the Certificate of Awaiting Taxpayer Identification Number is completed,
the Exchange Agent will withhold 31% on all cash payments made prior to the
time a TIN is provided to the Exchange Agent.
The holder is required to give the Exchange Agent the TIN (e.g., U.S. Social
Security Number or Employer Identification Number) of the record owner of the
Writer Shares or of the last transferee appearing on the transfers attached to,
or endorsed on, the Writer Shares. If the Writer Shares are in more than one
name or are not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.
15. Withholding Applicable to Foreign Shareholders. Even if a foreign
shareholder has provided the required Form W-8 and Form W-9 to avoid backup
withholding as described above, the payment made to the foreign shareholder
pursuant to the Merger may be subject to withholding under general withholding
requirements applicable to foreign persons. Foreign shareholders are urged to
consult their tax advisors regarding the application of federal income tax
withholding, including eligibility for a withholding tax reduction or exemption
and refund procedures.
7
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payer. U.S. Social Security Numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer Identification Numbers have nine digits separated
by only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
<TABLE>
<CAPTION>
For this type of account: Give the U.S. Social Security Number of:
------------------------------------------------------------------------------------------
<S> <C>
1. An individual's account. The individual.
------------------------------------------------------------------------------------------
2. Two or more individuals (joint The actual owner of the account or, if combined
account). funds, any one of the individuals(1).
------------------------------------------------------------------------------------------
3. Husband and wife (joint account). The actual owner of the account or, if joint
funds, either person(1).
------------------------------------------------------------------------------------------
4. Custodian account of a minor The minor(2).
(Uniform Gift to Minors Act).
------------------------------------------------------------------------------------------
5. Adult and minor (joint account). The adult or, if the minor is the only
contributor, the minor(1).
------------------------------------------------------------------------------------------
6. Account in the name of guardian or The ward, minor, or incompetent person(3).
committee for a designated ward, minor,
or incompetent person.
------------------------------------------------------------------------------------------
7a. The usual revocable savings trust The grantor-trustee(1).
account (grantor is also trustee).
------------------------------------------------------------------------------------------
7b. So-called trust account that is not The actual owner(1).
a legal or valid trust under State law.
------------------------------------------------------------------------------------------
8. Sole proprietor account. The owner(4).
</TABLE>
<TABLE>
<CAPTION>
For this type of account: Give the Employer Identification Number of:
-------------------------------------------------------------------------------------------
<S> <C>
9. A valid trust, estate, or pension The legal entity (do not furnish the identifying
trust. number of the personal representative or trustee
unless the legal entity itself is not designated
in the account title)(5).
-------------------------------------------------------------------------------------------
10. Corporate account. The corporation.
-------------------------------------------------------------------------------------------
11. Religious, charitable or The organization.
educational organization account.
-------------------------------------------------------------------------------------------
12. Partnership accounting held in the The partnership.
name of the business.
-------------------------------------------------------------------------------------------
13. Association, club or other tax- The organization.
exempt organization.
-------------------------------------------------------------------------------------------
14. A broker or registered nominee. The broker or nominee.
-------------------------------------------------------------------------------------------
15. Account with the Department of The public entity.
Agriculture in the name of a public
entity (such as a State or local
government, school district, or prison)
that receives agricultural program
payments.
</TABLE>
--------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's U.S. Social Security
Number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's U.S. Social Security Number.
(4) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your U.S. Social Security
Number or Employer Identification Number (if you have one).
(5) List first and circle the name of the legal trust, estate, or pension
trust.
Note: If no name is circled when there is more than one name listed, the
number will be considered to be that of the first name listed.
8
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
(Section references are to the Internal Revenue Code)
Obtaining a Number:
If you don't have a TIN or you don't know your number, obtain a Form SS-5,
Application for a Social Security Card, or a Form SS-4, Application for
Employer Identification Number, at the local office of the Social Security
Administration and the Internal Revenue Service (IRS), respectively and
apply for a number.
--------------------------------------------------------------------------------
Payees Exempt from Backup Withholding:
Payees specifically exempted from backup withholding on ALL payments include
the following:
. A corporation;
. A financial institution;
. An organization exempt from tax under section 501(a), or an individual
retirement plan;
. The United States or any agency or instrumentality thereof;
. A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof;
. A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof;
. An international organization or any agency or instrumentality thereof;
. A registered dealer in securities or commodities required to register
in the United States, the District of Columbia, or a possession of the
U.S.;
. A real estate investment trust;
. A common trust fund operated by a bank under section 584(a);
. An entity registered at all times during the tax year under the
Investment Company Act of 1940, as amended;
. An exempt charitable remainder trust described in section 664, or a
non-exempt trust described in section 4947(a)(1); and
. A foreign central bank of issue.
--------------------------------------------------------------------------------
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
. Payments to nonresident aliens subject to withholding under section
1441;
. Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner;
. Payments of patronage dividends where the amount renewed is not paid in
money;
. Payments made by certain foreign organizations; and
. Payments made to a nominee.
--------------------------------------------------------------------------------
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have
not provided your correct Taxpayer Identification Number to the payer;
. Payments of tax-exempt interest (including exempt interest dividends
under section 852);
. Payments described in section 6049(b)(5) to non-resident aliens;
. Payments on tax-free covenant bonds under section 1451; and
. Payments made by certain foreign organizations.
Exempt payees described above must still complete the Substitute Form W-9 to
avoid possible erroneous backup withholding. FILE THE FORM ENCLOSED HEREWITH
WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE BOX
IN PART 3 OF THE SUBSTITUTE FORM W-9, AND SIGN AND DATE THE FORM. Certain
payments, other than interest, dividends and patronage dividends, that are
not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A and the regulations issued throughout.
9
<PAGE>
Privacy Act Notice:
Section 6109 requires most recipients of dividend, interest, or other
payments to give taxpayer identification numbers to payers who must file
information returns with the IRS to report those payments. The IRS uses the
numbers for identification purposes. Payers must be given the numbers
whether or not recipients are required to file tax returns. Payers must
generally withhold 31% of taxable interest, dividends, and certain other
payments to a payee who does not furnish a Taxpayer Identification Number to
a payer. Certain penalties may also apply.
--------------------------------------------------------------------------------
Penalties:
(1) Penalty For Failure to Furnish Taxpayer Identification Number--If you
fail to furnish your correct Taxpayer Identification Number to a payer,
you are subject to a penalty of $50 for each such failure which is due
to reasonable cause and not to willful neglect.
(2) Civil Penalty for False Information with Respect to Withholding--If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information--Falsifying certification
or affirmations may subject you to criminal penalties including fines
and/or imprisonment.
--------------------------------------------------------------------------------
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.
-------------------------------------
10
