-----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, TpETrqvcLoCsNmmLZhTrVtjyuHjeRnq7S+weZnnXBh21UJpNCa092LZBAavJGYiT aedS9O8RXibD+Fd8aMBzcg== 0001133796-08-000241.txt : 20080731 0001133796-08-000241.hdr.sgml : 20080731 20080731165529 ACCESSION NUMBER: 0001133796-08-000241 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080729 FILED AS OF DATE: 20080731 DATE AS OF CHANGE: 20080731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Campbell Kenneth Lind III CENTRAL INDEX KEY: 0001438559 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10959 FILM NUMBER: 08982493 BUSINESS ADDRESS: BUSINESS PHONE: 212-651-9500 MAIL ADDRESS: STREET 1: C/O MATLINPATTERSON GLOBAL ADVISERS LLC STREET 2: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 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 3 1 primary_doc.xml PRIMARY DOCUMENT X0203 3 2008-07-29 0 0000878560 STANDARD PACIFIC CORP /DE/ SPF 0001438559 Campbell Kenneth Lind III C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK NY 10022 1 0 0 0 Senior Convertible Preferred Stock 1000 Junior Convertible Preferred Stock, par value $0.01 per shar 381250 D Warrant 1344.26 2008-06-27 2015-05-26 Senior Convertible Preferred Stock, par value $0.01 per shar 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. Although the Reporting Person does not have voting or investment control over shares held by MP CA Homes LLC, the Reporting Person may be deemed to have an indirect pecuniary interest in such shares through his indirect interest in a limited partner which holds an investment interest and carried 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 and with respect to their indirect investment in the Issuer. The Reporting Person disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein. /s/ Kenneth L. Campbell 2008-07-31 -----END PRIVACY-ENHANCED MESSAGE-----