-----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, RsUaetX77+aUDKmMOtUKKhLn7sIYNH6oGkit140h74TBRKEcWjFwK3WZM6joDi31 w++oMjfdGYSV3sO6KVyDHw== 0001133796-08-000294.txt : 20080904 0001133796-08-000294.hdr.sgml : 20080904 20080904161226 ACCESSION NUMBER: 0001133796-08-000294 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080903 FILED AS OF DATE: 20080904 DATE AS OF CHANGE: 20080904 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: 081056581 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126519500 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Campbell Kenneth Lind III CENTRAL INDEX KEY: 0001438559 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10959 FILM NUMBER: 081056582 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 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2008-09-03 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 0001251962 MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 Junior Convertible Preferred Stock 2008-09-03 4 P 0 69579 1000 A Common Stock 22812786 450829 I See Notes 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. MP CA Homes LLC is the direct owner of 450,829 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. 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 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. 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 up to 237,212,786 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/ Kenneth L. Campbell III 2008-09-04 /s/ Robert H. Weiss 2008-09-04 -----END PRIVACY-ENHANCED MESSAGE-----