POS AM 1 posam.txt POST-EFFECTIVE AMENDMENT 1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 2000 Registration No. 333-31034 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 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 of (I.R.S. employer incorporation or organization) Identification number) 24025 PARK SORRENTO, SUITE 400 CALABASAS, CALIFORNIA 91302 (818) 223-7500 (Address of principal executive offices) ------------------ TIMOTHY J. GECKLE, ESQUIRE SENIOR VICE PRESIDENT AND GENERAL COUNSEL THE RYLAND GROUP, INC. 24025 PARK SORRENTO, SUITE 400 CALABASAS, CALIFORNIA 91302 (818) 223-7500 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------ Copies to: R.W. SMITH, JR., ESQUIRE PIPER MARBURY RUDNICK & WOLFE LLP 6225 SMITH AVENUE BALTIMORE, MARYLAND 21209 (410) 580-3000 ------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this registration statement becomes effective. 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, please check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 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. [ ]
CALCULATION OF REGISTRATION FEE ======================================================================================= PROPOSED PROPOSED TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF SECURITIES TO BE OFFERING AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PRICE PER OFFERING FEE(6) (1) SHARE (1) PRICE (2) (3) --------------------------------------------------------------------------------------- Debt Securities (3)......... Common Stock, par value $1.00 (3) (4)..................... Preferred Stock, par value $1.00 (3)................... Depositary Shares (3)....... Warrants (3)(5)............. Stock Purchase Units (3).... Stock Purchase Contracts (3) Total................. $200,000,000 $0 =======================================================================================
(1) Not applicable pursuant to Form S-3 General Instruction II(D). (2) These figures are estimates made solely for the purpose of calculating the registration fee pursuant to Rule 457(o). if any debt securities are issued at an original issue discount, such greater principal amount as shall result in an aggregate initial offering price equal to the amount to be registered. If any debt securities are issued with a principal amount denominated in a foreign currency or composite currency, such principal amount as shall result in an aggregate initial offering price equivalent thereto in U.S. dollars at the time of initial offering. 2 (3) In addition to the securities issued directly under this registration statement, we are registering an indeterminate number of shares of common stock, preferred stock and depositary shares as may be issued upon conversion or exchange of the securities issued directly under this registration statement. No separate consideration will be received for any shares of common stock, preferred stock or depositary shares so issued upon conversion or exchange. (4) Common stock being registered hereby includes associated Common Share Purchase Rights, which initially are attached to and trade with the shares of the registrant's common stock. Value attributable to such rights, if any, is reflected in the market price of the common stock. (5) Includes warrants to purchase debt securities, warrants to purchase common stock and warrants to purchase preferred stock. (6) A registration fee of $52,800 was previously paid in connection with this registration statement. ------------------ ================================================================================ 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS 16. EXHIBITS EXHIBIT NO. DESCRIPTION This Post-Effective Amendment No. 1 is filed pursuant to Rule 462 (d) solely to add exhibits 1.1, 12.1 and 25.1, which exhibits are filed herewith or incorporated by reference herein. 1.1* Underwriting Agreement Basic Provisions dated July 2, 1996 3.1** Charter 3.2*** Bylaws 4.1**** Rights Agreement dated as of October 18, 1996, between The Ryland Group, Inc., and ChaseMellon Shareholder Services, L.L.C. 4.2+ Indenture dated as of June 28, 1996 between The Ryland Group, Inc. and The II-1 4 Chase Manhattan Bank 4.3++ Indenture dated as of July 15, 1992 between The Ryland Group, Inc. and First Union National Bank 4.4++++ Form of Deposit Agreement 4.5++++ Form of Stock Purchase Contract 4.6++++ Form of Stock Warrant Provisions 5.1+++ Opinion of Piper Marbury Rudnick & Wolfe LLP 12.1 Computation of Ratio of Earnings to Fixed Charges 23.1+++ Consent of Ernst & Young LLP, independent auditors 23.2+++ Consent of Piper Marbury Rudnick & Wolfe LLP (included in Exhibit 5.1) 24.1+++ Powers of Attorney 25.1 Statement of Eligibility and Qualification on Form T-1 --------------------------- * Incorporated by reference to our Form 8-K filed July 2, 1996. ** Incorporated by reference to our Form 10-K for the year ended December 31, 1989. *** Incorporated by reference to our Form 10-K for the year ended December 31, 1996. **** Incorporated by reference to our Form 8-K filed October 24, 1996. + Incorporated by reference to Post-Effective Amendment No. 1 to our Registration Statement on Form S-3 (No. 33-50933) filed May 15, 1996. ++ Incorporated by reference to our Form 8-K filed August 6, 1992. +++ Previously filed. ++++ To be filed by amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act. II-2 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No.1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calabasas, State of California, on August 21, 2000. THE RYLAND GROUP, INC. By: /s/ Timothy J. Geckle ----------------------------------- Timothy J. Geckle Senior Vice President and General Counsel NAME TITLE DATE ---- ----- ---- * Chairman, President and August 21, 2000 ------------------- Chief Executive Officer R. CHAD DREIER (principal executive officer) * Executive Vice President August 21, 2000 ------------------- and Chief Financial Officer GORDON A. MILNE (principal financial officer) * Vice President and Chief August 21, 2000 -------------------- Accounting Officer (principal accounting DAVID L. FRISTOE officer) Director August 21, 2000 -------------------- JAMES A. FLICK, JR. * Director August 21, 2000 -------------------- LESLIE M. FRECON * Director August 21, 2000 -------------------- WILLIAM L. JEWS * Director August 21, 2000 -------------------- WILLIAM G. KAGLER * Director August 21, 2000 -------------------- ROBERT E. MELLOR 6 * Director August 21, 2000 -------------------- CHARLOTTE ST. MARTIN * Director August 21, 2000 -------------------- PAUL J. VARELLO * Director -------------------- JOHN O. WILSON * By: /s/ Timothy J. Geckle ----------------------------------- ATTORNEY-IN FACT 7 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 1.1* Underwriting Agreement Basic Provisions dated July 2, 1996 3.1** Charter 3.2*** Bylaws 4.1**** Rights Agreement dated as of October 18, 1996, between The Ryland Group, Inc., and ChaseMellon Shareholder Services, L.L.C. 4.2+ Indenture dated as of June 28, 1996 between The Ryland Group, Inc. and The Chase Manhattan Bank 4.3++ Indenture dated as of July 15, 1992 between The Ryland Group, Inc. and First Union National Bank 4.4++++ Form of Deposit Agreement 4.5++++ Form of Stock Purchase Contract 4.6++++ Form of Stock Warrant Provisions 5.1+++ Opinion of Piper Marbury Rudnick & Wolfe LLP 12.1 Computation of Ratio of Earnings to Fixed Charges 23.1+++ Consent of Ernst & Young LLP, independent auditors 23.2+++ Consent of Piper Marbury Rudnick & Wolfe LLP (included in Exhibit 5.1) 24.1+++ Powers of Attorney 25.1 Statement of Eligibility and Qualification on Form T-1 --------------------------- * Incorporated by reference to our Form 8-K filed July 2, 1996. ** Incorporated by reference to our Form 10-K for the year ended December 31, 1989. *** Incorporated by reference to our Form 10-K for the year ended December 31, 1996. **** Incorporated by reference to our Form 8-K filed October 24, 1996. + Incorporated by reference to Post-Effective Amendment No. 1 to our Registration Statement on Form S-3 (No. 33-50933) filed May 15, 1996. ++ Incorporated by reference to our Form 8-K filed August 6, 1992. +++ Previously filed. ++++ To be filed by amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act.