-----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, WkKnfJZtcLhmdmKXAC5f554YvzaTH2iXXuQPZkA1UCkbOtn+dlQsTPil5tX+bHJ4 obXiHUy++4rDD2YrMLrWNw== 0001133796-08-000229.txt : 20080703 0001133796-08-000229.hdr.sgml : 20080703 20080703201424 ACCESSION NUMBER: 0001133796-08-000229 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080627 FILED AS OF DATE: 20080703 DATE AS OF CHANGE: 20080703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATLINPATTERSON LLC CENTRAL INDEX KEY: 0001178798 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10959 FILM NUMBER: 08939651 BUSINESS ADDRESS: STREET 1: 520 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126519500 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATLIN DAVID J CENTRAL INDEX KEY: 0001251956 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10959 FILM NUMBER: 08939650 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126519500 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PATTERSON MARK R CENTRAL INDEX KEY: 0001251957 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10959 FILM NUMBER: 08939649 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126519500 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATLINPATTERSON ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001251960 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10959 FILM NUMBER: 08939652 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126519500 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATLINPATTERSON GLOBAL ADVISERS LLC CENTRAL INDEX KEY: 0001251962 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10959 FILM NUMBER: 08939653 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126519500 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 15326 ALTON PARKWAY CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9497891600 MAIL ADDRESS: STREET 1: 15326 ALTON PARKWAY CITY: IRVINE STATE: CA ZIP: 92618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MP CA Homes LLC CENTRAL INDEX KEY: 0001439030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10959 FILM NUMBER: 08939657 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-4213 BUSINESS PHONE: (212)651-9500 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-4213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MatlinPatterson Global Opportunities Partners (Cayman) III LP CENTRAL INDEX KEY: 0001403831 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10959 FILM NUMBER: 08939655 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-651-9500 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MatlinPatterson Global Opportunities Partners III LP CENTRAL INDEX KEY: 0001403833 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10959 FILM NUMBER: 08939656 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-651-9500 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MatlinPatterson Global Partners III LLC CENTRAL INDEX KEY: 0001431799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10959 FILM NUMBER: 08939654 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-651-9500 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 3 1 primary_doc.xml PRIMARY DOCUMENT X0203 3 2008-06-27 0 0000878560 STANDARD PACIFIC CORP /DE/ SPF 0001439030 MP CA Homes LLC C/O MATLINPATTERSON GLOBAL ADVISERS LLC, 520 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 0001403833 MatlinPatterson Global Opportunities Partners III LP 520 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 0001403831 MatlinPatterson Global Opportunities Partners (Cayman) III LP 520 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 0001431799 MatlinPatterson Global Partners III LLC 520 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 0001251962 MATLINPATTERSON GLOBAL ADVISERS LLC 0 0 1 0 0001251960 MATLINPATTERSON ASSET MANAGEMENT LLC 0 0 1 0 0001178798 MATLINPATTERSON LLC 0 0 1 0 0001251956 MATLIN DAVID J 0 0 1 0 0001251957 PATTERSON MARK R 0 0 1 0 Senior Convertible Preferred Stock 1000 Junior Convertible Preferred Stock par value $0.01 per share 381250 D Warrant 1344.26 2008-06-27 2015-05-26 Senior Convertible Preferred Stock par value $0.01 per share 272670 D The senior convertible preferred stock of Standard Pacific Corp. (the "Issuer") is not convertible until the receipt of approval of such conversion by the stockholders of the Issuer (the "Stockholder Approval") and upon receipt of the Stockholder Approval, the shares of Senior Convertible Preferred Stock will automatically convert into shares of junior convertible preferred stock of the Issuer (the "Junior Convertible Preferred Stock"). The Senior Convertible Preferred Stock has no expiration date. Each share of Senior Convertible Preferred Stock is convertible into such number of shares of Junior Convertible Preferred Stock equal to the liquidation preference of the Senior Convertible Preferred Stock divided by the applicable conversion price of the Senior Convertible Preferred Stock. If the Stockholder Approval is obtained by September 15, 2008 and assuming that there are no anti-dilution adjustments to the conversion price of the Senior Convertible Preferred Stock, each share of Senior Convertible Preferred Stock would convert into one share of Junior Convertible Preferred Stock. Each share of Junior Convertible Preferred Stock is convertible into such number of shares of common stock of the Issuer (the "Common Stock") equal to $1,000 by the applicable conversion price of the Junior Convertible Preferred Stock ($3.05 as of the date hereof, subject to anti-dilution adjustment); provided that upon such conversion the holder thereof cannot own more than 49% of the total voting power of the Issuer. The Warrant is exercisable, in whole or in part, at any time from May 26, 2008 until its expiration. Notwithstanding, (i) if the trading price of a share of Common Stock exceeds $7.50 for any 20 days of 30 consecutive trading days, the right to purchase 25 percent of the shares originally represented by the Warrant will expire upon the 90th day following the date of notice by the Issuer of such event, subject to extension in certain circumstances, (ii) if the trading price of a share of Common Stock exceeds $9.00 for any 20 days of 30 consecutive trading days, the right to purchase an additional 25 percent of the shares originally represented by the Warrant will expire upon the 90th day following the date of notice by the Issuer of such event, subject to extension in certain circumstances, and (iii) if the trading price of a share of Common Stock exceeds $10.50 for any 20 days of 30 consecutive trading days, the right to purchase the remaining 50 percent of the shares originally represented by the Warrant will expire upon the 90th day following the date of notice by the Issuer of such event, subject to extension in certain circumstances. For the avoidance of doubt, each of the events in clauses (i), (ii) and (iii) above may occur at the same time. Upon receipt of the Stockholder Approval, the Warrant is exercisable for shares of Junior Convertible Preferred Stock. 1. MP CA Homes LLC is the direct owner of 381,250 shares of Senior Convertible Preferred Stock and the Warrant to purchase 272,670 shares of Senior Preferred Stock. MatlinPatterson Global Opportunities Partners III L.P. and MatlinPatterson Global Opportunities Partners (Cayman) III L.P. (together, "the Funds"), hold 100 percent of the membership interests in MP CA Homes LLC. MatlinPatterson Global Partners III L.P. (the "General Partner") is the general partner of the Funds. MatlinPatterson Global Advisers LLC (the "Adviser") is the investment adviser to the Funds. MatlinPatterson Asset Management LLC holds 100 percent of the voting interest and equity of the Adviser and the General Partner. MatlinPatterson LLC holds 100 percent of the equity of MatlinPatterson Asset Management LLC. Other than MP CA Homes LLC, each of the foregoing reporting persons disclaims beneficial ownership of the shares held by MP CA Homes LLC, except to the extent that such report pers on holds an indirect pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. 2. David J. Matlin is an employee of the Adviser and a holder of 50 percent of the membership interests in MatlinPatterson LLC. David J. Matlin may be deemed to have shared voting and investment control (together with Mark R. Patterson) over the shares of the Issuer held by MP CA Homes LLC. He also has an indirect pecuniary interest in the Funds. His exact pecuniary interest therein is not readily determinable because it is subject to several variables, including without limitation, the internal rates of return of the Funds overall with respect to their indirect investment in the Issuer. David J. Matlin disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein. /s/ Robert H. Weiss 2008-07-03 /s/ Robert H. Weiss 2008-07-03 /s/ Robert H. Weiss 2008-07-03 /s/ Robert H. Weiss 2008-07-03 /s/ Robert H. Weiss 2008-07-03 /s/ Robert H. Weiss 2008-07-03 /s/ Robert H. Weiss 2008-07-03 /s/ Robert H. Weiss 2008-07-03 /s/ Robert H. Weiss 2008-07-03 -----END PRIVACY-ENHANCED MESSAGE-----