-----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, Syw7M5gGy0JEIc0zPVsDW/poXxMlgM1AEi7vrKD2X7LvEs2lz3IWA+IWcROWodpK cOcBtIXDsMfW1DBLBcf89A== 0001104659-06-063383.txt : 20060927 0001104659-06-063383.hdr.sgml : 20060927 20060927134431 ACCESSION NUMBER: 0001104659-06-063383 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060927 DATE AS OF CHANGE: 20060927 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: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08029 FILM NUMBER: 061110736 BUSINESS ADDRESS: STREET 1: 24025 PARK SORRENTO STREET 2: SUITE 400 CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8182237500 FORMER COMPANY: FORMER CONFORMED NAME: RYAN JAMES P CO DATE OF NAME CHANGE: 19720414 8-A12B/A 1 a06-20224_28a12ba.htm AMENDMENT TO 8-A12B

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

AMENDMENT NO. 1

TO

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

The Ryland Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

 

52-0849948

(State of Incorporation or Organization)

 

(I.R.S. Employer Identification

 

 

no.)

 

 

 

24025 Park Sorrento, Suite 400,

 

 

Calabasas, California

 

91302

(Address of Principal Executive Offices)

 

(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this form relates:

None
(if applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

Rights to Purchase Common Stock

(Title of class)

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of class)



The undersigned registrant hereby amends its Registration Statement on Form 8-A originally filed on December 12, 1996 by adding the information set forth below.

Item 1. Description of Registrant’s Securities to be Registered

On September 22, 2006, The Ryland Group, Inc. (the “Company”) and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.) (the “Rights Agent”) executed a Second Amendment to Rights Agreement (the “Amendment”), amending the Rights Agreement dated as of October 18, 1996, as amended (the “Rights Agreement”), between the Company and the Rights Agent, to provide that the Rights Agreement expires on the earlier to occur of (i) January 13, 2007, (ii) the time at which the rights are redeemed as provided in the Rights Agreement, (iii) the time at which the rights are exchanged as provided in Section 27 of the Rights Agreement and (iv) September 22, 2006.  The Rights Plan Amendment had the effect of terminating the Rights Agreement effective September 22, 2006.

This summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 4.3 and incorporated herein by reference.

Item 2. Exhibits.

4.1.  Rights Agreement, dated as of October 18, 1996, between The Ryland Group, Inc. and ChaseMellon Shareholder Services, L.L.C. (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on October 24, 1996).

4.2.  Amendment to Rights Agreement, dated as of February 25, 2001, between The Ryland Group, Inc. and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed on May 13, 2003).

4.3.  Second Amendment to Rights Agreement, dated as of September 22, 2006, between The Ryland Group, Inc. and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.) (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on September 27, 2006).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

THE RYLAND GROUP, INC.

 

 

 

 

 

Date: September 27, 2006

 

By:

/s/

JENNIFER HANKES PAINTER

 

 

 

 

Name:  Jennifer Hankes Painter

 

 

 

Title:  Vice President, Assistant General Counsel

 

2


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