-----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, I4UEwhg/8rPYB3leD5jWNu0VxLIHQHcqc2QC4VpoQoaSQepV455jZX4cHJDwzoR1 Rlio4fGYSVtTrxAeHpJfMw== 0001133796-08-000284.txt : 20080820 0001133796-08-000284.hdr.sgml : 20080820 20080820164759 ACCESSION NUMBER: 0001133796-08-000284 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080818 FILED AS OF DATE: 20080820 DATE AS OF CHANGE: 20080820 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: MATLINPATTERSON GLOBAL ADVISERS LLC CENTRAL INDEX KEY: 0001251962 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10959 FILM NUMBER: 081030404 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10959 FILM NUMBER: 081030405 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126519500 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2008-08-18 0 0000878560 STANDARD PACIFIC CORP /DE/ SPF 0001251956 MATLIN DAVID J C/O MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK NY 10022 1 0 0 0 0001251962 MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 Senior Convertible Preferred Stock 2008-08-18 4 C 0 381250 1000 D Junior Convertible Preferred Stock 381250 0 I See Notes (5) Junior Convertible Preferred Stock 2008-08-18 4 P 0 381250 1000 A Common Stock 125000000 381250 I See Notes (5) The Reporting Person converted 381,250 shares of Senior Convertible Preferred Stock on August 18, 2008, into 381,250 shares of Junior Convertible Preferred Stock at a price of $1,000 per share of Senior Convertible Preferred Stock. The Senior Convertible Preferred Stock has no expiration date. MP CA Homes LLC is the direct owner of 381,250 shares of Junior Convertible Preferred Stock and a Warrant to purchase 272,670 shares of Junior Convertible Preferred Stock (the "Warrant"). 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 LLC (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 reporting person 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. 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. 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 voting stock of the Issuer. The Junior Convertible Preferred Stock has no expiration date. The Junior Convertible Preferred Stock, including the shares of the Junior Convertible Preferred Stock obtainable upon the exercise of the Warrant, is initially convertible into up to 214,400,000 shares of Common Stock; however, MP CA Homes LLC is not entitled to convert the Junior Convertible Preferred Stock into Common Stock unless after such conversion it would hold no more than 49% of the voting power of the voting stock of the Issuer. /s/ Robert H. Weiss 2008-08-18 /s/ Robert H. Weiss 2008-08-18 -----END PRIVACY-ENHANCED MESSAGE-----