8-K

 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


     Date of report (Date of earliest event reported)        September 30, 1998


                            STANDARD PACIFIC CORP.
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

         Delaware                    1-9353                   33-0475989
(STATE OR OTHER JURISDICTION      (COMMISSION               (IRS EMPLOYER
     OF INCORPORATION)            FILE NUMBER)             IDENTIFICATION NO)
 
1565 West MacArthur Blvd.
Costa Mesa, California                                            92626
(ADDRESS OF PRINCIPAL EXECUTIVE                                 (ZIP CODE)
        OFFICES)

Registrant's telephone number, including area code         (714) 668-4300


                                Not Applicable
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

 
                   INFORMATION TO BE INCLUDED IN THE REPORT



ITEM 5.  OTHER EVENTS.

     On September 30, 1998 Standard Pacific Corp. (the "Company") issued a press
release, in the form attached hereto as Exhibit 99.1, announcing that it has
successfully completed its tender offer and consent solicitation for its
outstanding 10 1/2% Senior Notes due 2000 (the "Notes").

     As of 9:00 A.M. on Wednesday, September 30, 1998, New York City time, the
scheduled expiration date, $31,466,000 in aggregate principal amount of Notes
had been validly tendered pursuant to the terms of the Offer to Purchase and
Consent Solicitation Statement dated September 1, 1998 and the related Consent
and Letter of Transmittal (collectively, the "Offer")./1/ The Company has
accepted for payment and will promptly pay for all Notes validly tendered in the
Offer. Holders who validly delivered and did not revoke their consents pursuant
to the Offer prior to 12:00 midnight on September 15, 1998 will also receive a
consent payment.

     
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

Exhibit No.                          Description
- -----------                          -----------

   99.1                  Press Release, dated September 30, 1998, announcing the
                         expiration of the Offer.

- -------------------------

/1/  The aggregate principal amount of Notes tendered as of the expiration date
     was incorrectly stated to be $31,347,000 in the Company's press release of
     September 30, 1998. The actual amount of Notes tendered as of the
     expiration date is $31,466,000, as stated herein.

 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.



                                            STANDARD PACIFIC CORP.

Date:  September 30, 1998                   By:  /s/ Clay A. Halvorsen
                                               ---------------------------------
                                               Vice President, Secretary and 
                                                      General Counsel

 
                                 EXHIBIT INDEX

 

     Exhibit No.                          Description
     -----------                          -----------

       99.1         Press Release, dated September 30, 1998, announcing the
                    expiration of the Offer.

EX-99.1

 
                                                                    EXHIBIT 99.1


Costa Mesa, CA - September 30, 1998 - Standard Pacific Corp. (the "Company") 
(NYSE: SPF) announced that it has successfully completed its tender offer and 
consent solicitation for its outstanding 10 1/2% Senior Notes due 2000 (the 
"Notes").

     As of 9:00 A.M. on September 30, 1998, New York City time, the scheduled
expiration date, $31,466,000 in aggregate principal amount of Notes had been
validly tendered pursuant to the Offer to Purchase and Consent Solicitation
Statement dated September 1, 1998 (the "Offer"). The Company has accepted for
payment and will promptly pay for all Notes validly tendered in the Offer.
Holders who validly delivered and did not revoke their consents pursuant to the
Offer prior to 12:00 midnight on September 15, 1998 will also receive a consent
payment.

     The Company, which has built more than 34,000 homes since 1966, operates 
primarily as a geographically diversified builder of single-family homes with 
operations throughout the major metropolitan markets in California, Texas and 
Arizona.

     Donaldson, Lufkin & Jenrette ("DLJ") is serving as the Dealer Manager and 
MacKenzie Partners, Inc. is serving as the Information Agent in connection with 
the Offer.  Questions concerning the transaction should be directed to Jeff 
Dorst of DLJ at (800) 334-1604 or (212) 892-2964.  Requests for documents should
be directed to MacKenzie Partners, Inc., at (212) 929-5500 or (800) 322-2885.