-----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, HrY7V+XmiUKrzxCH3PUtI9RtBKtBdUY4vZixAjgrI5c7C3ahQ/r0tXrZUdFh3cLG U9IeeBfvN26MtQM/o3s+7A== 0001017062-00-000925.txt : 20000418 0001017062-00-000925.hdr.sgml : 20000418 ACCESSION NUMBER: 0001017062-00-000925 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000417 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD PACIFIC CORP /DE/ CENTRAL INDEX KEY: 0000878560 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 330475989 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-10959 FILM NUMBER: 603186 BUSINESS ADDRESS: STREET 1: 1565 W MACARTHUR BLVD CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7146684300 MAIL ADDRESS: STREET 1: 1565 W MACARTHUR BLVD CITY: COSTA MESA STATE: CA ZIP: 92626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD PACIFIC CORP /DE/ CENTRAL INDEX KEY: 0000878560 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 330475989 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1565 W MACARTHUR BLVD CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7146684300 MAIL ADDRESS: STREET 1: 1565 W MACARTHUR BLVD CITY: COSTA MESA STATE: CA ZIP: 92626 425 1 PRESS RELEASE DTD. APRIL 14, 2000 Filed by Standard Pacific Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Standard Pacific Corp. Commission File No.: 001-10959 - -------------------------------------------------------------------------------- News Release Standard Pacific Corp. 15326 Alton Parkway, Irvine, California 92618-2338 Contact: Andrew H. Parnes, Vice President -- Finance (949) 789-1616 FOR IMMEDIATE RELEASE ON FRIDAY, APRIL 14, 2000 STANDARD PACIFIC CORP. AND THE WRITER CORPORATION JOINTLY ANNOUNCE DEFINITIVE ACQUISITION AGREEMENT - -------------------------------------------------------------------------------- IRVINE, CALIFORNIA, Friday, April 14, 2000................................ Stephen J. Scarborough, President and Chief Executive Officer of Standard Pacific Corp. (NYSE SPF), and George S. Writer, Jr., Chairman and Chief Executive Officer of The Writer Corporation (OTC Bulletin Board WRTC), today announced that the companies have entered into a definitive agreement for the previously announced acquisition by Standard Pacific of Writer for a purchase price of $3.35 per share of Writer common stock, or a total of approximately $26.7 million, plus the assumption of approximately $27.7 million of indebtedness. The acquisition consideration will be payable in a combination of cash and Standard Pacific common stock, with Writer's public shareholders being entitled to elect to receive up to the entire purchase price in cash, subject to certain limitations. Writer is a longtime homebuilder in the Denver metropolitan area, and more recently has expanded its operations into the emerging Ft. Collins/Northern Colorado market. For the year ended December 31, 1999, Writer had revenues of $82 million and delivered 383 homes. Under the terms of the proposed acquisition, Writer's stockholders will receive, at their election, a combination of cash and/or Standard Pacific common stock valued at $3.35 per share of Writer common stock. Not more than 60% and not less than 50% of the aggregate consideration will be paid in shares of Standard Pacific common stock. Standard Pacific's shares will be valued based on their average trading price for a 20 day period prior to consummation of the merger, provided that in no event will the shares be valued at less than $11.00 per share or more than $13.50 per share. In the event the option to elect cash is oversubscribed, Writer's directors, officers and 10% shareholders have agreed to accept shares of Standard Pacific common stock. Consummation of the transaction is subject to customary conditions, including registration with the Securities and Exchange Commission and approval of Writer's stockholders. Writer is nationally recognized for developing master-planned residential communities that integrate single-family detached homes, townhomes and cluster homes with extensive neighborhood facilities. Since 1965 Writer has built over 10,000 homes in 35 communities. Standard Pacific, which has built more than 40,000 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. This news release shall not constitute an offer of any securities for sale. Copies of a proxy statement/prospectus relating to the transaction will be provided to stockholders of Writer when available for distribution. In addition, the proxy statement/prospectus will be filed with the Securities Exchange Commission and copies will be available free of charge from the Commission's website (www.sec.gov) and from Standard Pacific. The proxy statement/prospectus will contain important information, and investors are urged to read this document once it becomes available. This news release contains forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. Such statements are based on information available as of the date hereof, and are made only as of the date hereof. To the extent that such statements relate to the proposed acquisition referred to in this release, there is a risk, among others, that the transaction might not be completed. -----END PRIVACY-ENHANCED MESSAGE-----