-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TbXlWTRypEo+HHO3y/UEPDD7pTTIfQL7OFvyZaN6p+I4G0oDKBk668LuSwZzETDN MR9QLrSrIDWatmQN+PcOFA== 0000085974-96-000008.txt : 19960612 0000085974-96-000008.hdr.sgml : 19960612 ACCESSION NUMBER: 0000085974-96-000008 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 REFERENCES 429: 033-50933 FILED AS OF DATE: 19960607 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYLAND GROUP INC CENTRAL INDEX KEY: 0000085974 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 520849948 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-03791 FILM NUMBER: 96578441 BUSINESS ADDRESS: STREET 1: 11000 BROKEN LAND PARKWAY CITY: COLUMBIA STATE: MD ZIP: 21044 BUSINESS PHONE: 4107157000 FORMER COMPANY: FORMER CONFORMED NAME: RYAN JAMES P CO DATE OF NAME CHANGE: 19720414 S-3/A 1 As filed with the Securities and Exchange Commission on June 7, 1996 Pre-effective Amendment No. 1 to Registration No. 333-03791 Post-Effective Amendment No. 2 to Registration No. 33-50933 - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- AMENDMENT NO.1 TO FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 and Post-Effective Amendment No. 2 to FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 THE RYLAND GROUP, INC. (Exact name of registrant as specified in its charter) Maryland 52-0849948 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 11000 Broken Land Parkway Columbia, Maryland 21044 (410) 715-7000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) David Lesser, Esquire Executive Vice-President and General Counsel The Ryland Group, Inc. 11000 Broken Land Parkway Columbia, Maryland 21044 (410) 715-7000 (Name, address, including zip code, and telephone number, including area code, of agents for service) Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined in light of market conditions and other factors If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / -- If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /xx/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ------------------------ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PART II INFORMATION NOT REQUIRED IN PROSPECTUS The purpose of this Amendment to Registration Statement is to file an exhibit, Form T-1: Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Senior Trustee, which Exhibit was omitted from the prior filing and is filed herewith. Item 16. Exhibits. Exhibit Number Exhibit - -------------- 1 Form of Underwriting Agreement (filed as Exhibit A to the Corporation's Current Report on Form 8-K dated August 6, 1992 and incorporated by reference herein). 4.1 Proposed Form of Senior Indenture. 4.2 Subordinated Indenture dated as of July 15, 1992 by and between the Corporation and First Union National Bank of Virginia (filed as Exhibit B to the Corporation's Current Report on Form 8-K dated August 6, 1992 and incorporated by reference herein). 5 Opinion of Piper & Marbury L.L.P. as to Legality. 12 Statement regarding computation of ratios of earnings to fixed charges. 23.1 Consent of Ernst & Young LLP 23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5). 24 Power of Attorney 25 Form T-1: Statement of Eligibility under the Trust Indenture Act of 1939 of a Corporation designated to act as Trustee. (filed herewith) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement on Form S-3 and this Post- Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbia, State of Maryland, on June 7, 1996. THE RYLAND GROUP, INC. By: /s/ R. Chad Dreier ------------------------------------ R. Chad Dreier Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. June 7, 1996 /s/ R. Chad Dreier ------------------------------------ R. Chad Dreier Chairman of the Board, Director, President and Chief Executive Officer (Principal Executive Officer) June 7, 1996 /s/ Michael D. Mangan ------------------------------------ Michael D. Mangan Executive Vice President and Chief Financial Officer (Principal Financial Officer) June 7, 1996 /s/ Stephen B. Cook ------------------------------------ Stephen B. Cook Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) A Majority of the Board of Directors: James A. Flick, Jr., Robert J. Gaw, Leonard M. Harlan, L.C. Heist, William L. Jews, William G. Kagler, John H. Mullin III, Charlotte St. Martin and John O. Wilson. June 7, 1996 /s/ R. Chad Dreier ------------------------------------ R. Chad Dreier for Himself and as Attorney-in-Fact EXHIBIT INDEX Exhibit Number Description Page - -------------- ----------- ---- 25 Form T-1: Statement of Eligibility under the Trust Indenture Act of 1939 of a Corporation designated to act as Trustee 6-10 (Footnote continued from previous page) (Footnote continued to next page) EX-25 2 EXHIBIT 25 - ---------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ------- CHEMICAL BANK (Exact name of trustee as specified in its charter) New York 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 Park Avenue New York, New York 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) The Ryland Group, Inc. (Exact name of obligor as specified in its charter) Maryland 52-0849948 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 11000 Broken Land Parkway Columbia, Maryland 21044 (Address of principal executive offices) (Zip Code) Debt Securities (Title of the indenture securities) GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 33-84460, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, Chemical Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 5th day of June, 1996. CHEMICAL BANK By /s/ P.J. Gilkeson -------------------------- P. J. Gilkeson Vice President Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF Chemical Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 1996, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS in Millions Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin $ 3,391 Interest-bearing balances 2,075 Securities: Held to maturity securities 3,607 Available for sale securities 29,029 Federal Funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold 1,264 Securities purchased under agreements to resell 354 Loans and lease financing receivables: Loans and leases, net of unearned income $73,216 Less: Allowance for loan and lease losses 1,854 Less: Allocated transfer risk reserve 104 ------- Loans and leases, net of unearned income, allowance, and reserve 71,258 Trading Assets 25,919 Premises and fixed assets (including capitalized leases) 1,337 Other real estate owned 30 Investments in unconsolidated subsidiaries and associated companies 187 Customer's liability to this bank on acceptances outstanding 1,082 Intangible assets 419 Other assets 7,406 --------- TOTAL ASSETS $147,358 ========= LIABILITIES Deposits In domestic offices $45,786 Noninterest-bearing $14,972 Interest-bearing 30,814 ------- In foreign offices, Edge and Agreement subsidiaries, and IBF's 36,550 Noninterest-bearing $ 202 Interest-bearing 36,348 ------- Federal funds purchased and securities sold under agree- ments to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's Federal funds purchased 11,412 Securities sold under agreements to repurchase 2,444 Demand notes issued to the U.S. Treasury 699 Trading liabilities 19,998 Other Borrowed money: With a remaining maturity of one year or less 11,305 With a remaining maturity of more than one year 130 Mortgage indebtedness and obligations under capitalized leases 13 Bank's liability on acceptances executed and outstanding 1,089 Subordinated notes and debentures 3,411 Other liabilities 6,778 ------- TOTAL LIABILITIES 139,615 EQUITY CAPITAL Common stock 620 Surplus 4,664 Undivided profits and capital reserves 3,058 Net unrealized holding gains (Losses) on available-for-sale securities (607) Cumulative foreign currency translation adjustments 8 ----------- TOTAL EQUITY CAPITAL 7,743 ----------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY CAPITAL $147,358 ========== I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. /s/ JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct. /s/ WALTER V. SHIPLEY ) /s/ EDWARD D. MILLER )DIRECTORS /s/ THOMAS G. LABRECQUE ) -----END PRIVACY-ENHANCED MESSAGE-----