8-A12B 1 d8a12b.htm FORM 8-A12B Form 8-A12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Standard Pacific Corp.

(Co-registrants are listed on the following page)

(Exact name of registrant as specified in its charter)

 

 

Delaware   33-0475989
(State of incorporation or organization)   (I.R.S. Employer Identification No.)
15326 Alton Parkway, Irvine, CA   92618-2338
(Address of principal executive offices)   (Zip Code)

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.  ¨

Securities Act registration statement file number to which this form relates: 333-104037

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

to be so Registered

  

Name of Each Exchange on Which

Each Class is to be Registered

6.25% Senior Notes due 2014 of

Standard Pacific Corp.

   New York Stock Exchange

Guarantees of the Senior Notes by certain

direct and indirect subsidiaries of

Standard Pacific Corp.*

   New York Stock Exchange

* SEE TABLE OF CO-REGISTRANTS ON THE FOLLOWING PAGE

Securities to be registered pursuant to Section 12(g) of the Act: None

 

The following direct and indirect subsidiaries of Standard Pacific Corp. are guarantors of the Senior Notes and are co-registrants under this registration statement.

 

Name of Co-Registrant

    Jurisdiction of
Incorporation or
Organization		    I.R.S.
Employer
Identification
No.

CH Construction, Inc.

    Delaware    20-0340137

CH Florida, Inc.

    Delaware    73-1655648

Hilltop Residential, Ltd.

    Florida    20-4357502

HSP Arizona, Inc.

    Delaware    86-0927140

HSP Tucson, Inc.

    Delaware    20-1372059

HWB Construction, Inc.

    Delaware    27-0019250

HWB Investments, Inc.

    Delaware    27-0019252

LB/L-Duc II Franceschi, LLC

    Delaware    95-4847477

LMD El Dorado 134, LLC

    California    30-0115867

LMD Rocklin 89, LLC

    California    81-0559461

OLP Forty Development, LLC

    Florida    54-2074198

Pala Village Investments, Inc.

    Delaware    43-1966616

Residential Acquisition GP, LLC

    Florida    20-4357574

SP Colony Investments, Inc.

    Delaware    74-3044903

SP Coppenbarger Investments, Inc.

    Delaware    20-0340118

SP La Floresta, Inc.

    Delaware    20-0480222

SP Texas Investments, Inc.

    Delaware    73-1629264

SP Ventura Investments, Inc.

    Delaware    20-2994482

SPLB, Inc.

    Delaware    20-2697984

SPNS Golden Gate, LLC

    Delaware    33-0549584

Standard Pacific 1, Inc.

    Delaware    20-4356066

Standard Pacific 2, Inc.

    Delaware    20-4356126

Standard Pacific 3, Inc.

    Delaware    20-4356153

Standard Pacific 4, Inc.

    Delaware    20-4356269

Standard Pacific 5, Inc.

    Delaware    20-4356328

Standard Pacific 6, Inc.

    Delaware    20-4356653

Standard Pacific 7, Inc.

    Delaware    20-4356698

Standard Pacific 8, Inc.

    Delaware    20-4356795

Standard Pacific 9, Inc.

    Delaware    20-4356844

Standard Pacific 10, Inc.

    Delaware    20-4356880

Standard Pacific 1, LLC

    Delaware    20-4357090

Standard Pacific 2, LLC

    Delaware    20-4357125

Standard Pacific 3, LLC

    Delaware    20-4357154

Standard Pacific 4, LLC

    Delaware    20-4357196

Standard Pacific 5, LLC

    Delaware    20-4357232

Standard Pacific 6, LLC

    Delaware    20-4357295

Standard Pacific 7, LLC

    Delaware    20-4357332

Standard Pacific 8, LLC

    Delaware    20-4357364

Standard Pacific 9, LLC

    Delaware    20-4357403

Standard Pacific 10, LLC

    Delaware    20-4357442

Standard Pacific Active Adult Communities, Inc.

    Delaware    33-0919667

Standard Pacific of Arizona, Inc.

    Delaware    86-0927144

Standard Pacific of Central Florida GP, Inc.

    Delaware    74-3044904

Standard Pacific of Central Florida, general partnership

    Florida    74-3044855

Standard Pacific of Colorado, Inc.

    Delaware    94-3361834

Standard Pacific of Fullerton, Inc.

    Delaware    33-0702275

Standard Pacific of Illinois, Inc.

    Delaware    20-3317424

Standard Pacific of Jacksonville GP, Inc.

    Delaware    20-0302127

Standard Pacific of Jacksonville, general partnership

    Florida    11-3708719

 

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Standard Pacific of Las Vegas, Inc.

    Delaware    20-2834287

Standard Pacific of Orange County, Inc.

    Delaware    33-0558026

Standard Pacific of Southwest Florida GP, Inc.

    Delaware    74-3066978

Standard Pacific of Southwest Florida, general partnership

    Florida    81-0579292

Standard Pacific of Texas GP, Inc.

    Delaware    26-0038860

Standard Pacific of Texas, L.P.

    Delaware    33-0489819

Standard Pacific of Tonner Hills, LLC

    Delaware    20-0350714

Standard Pacific of Tucson, Inc.

    Delaware    20-1372020

Standard Pacific of Walnut Hills, Inc.

    Delaware    03-0505710

StanPac LMD, LLC

    California    01-0643787

The Grove at Indian Wells, LLC

    California    20-4357030

Walnut Hills Development 268, LLC

    California    71-0940169

Westbrooke Companies, Inc.

    Delaware    27-0019247

Westbrooke Homes, general partnership

    Florida    65-0643480

Westfield Homes of Florida, general partnership

    Florida    81-0579276

Westfield Homes of Florida, Inc.

    Delaware    41-2062547

Westfield Homes of the Carolinas, LLC

    Delaware    59-3483072

Westfield Homes USA, Inc.

    Delaware    71-0898386

 

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INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered

This Registration Statement on Form 8-A relates to the 6.25% Senior Notes due 2014 in the aggregate principal amount of $150,000,000 (the “Notes”) of Standard Pacific Corp. (the “Registrant”) and the guarantees (the “Guarantees”) of the Notes by the subsidiaries of the Registrant that are listed as co-registrants on the cover page hereof (the “Guarantors”).

The Registrant, the Guarantors and J.P. Morgan Trust Company, National Association (as successor in interest to Bank One Trust Company, N.A. and First National Bank of Chicago), as trustee (the “Trustee”), entered into an Eleventh Supplemental Indenture, dated as of February 22, 2006 (the “Eleventh Supplemental Indenture”), to the Indenture, dated as of April 1, 1999, as previously supplemented by a First Supplemental Indenture dated as of April 13, 1999, Second Supplemental Indenture dated as of September 5, 2000, Third Supplemental Indenture dated as of December 28, 2001, Fourth Supplemental Indenture dated as of March 4, 2003, Fifth Supplemental Indenture dated as of May 12, 2003, Sixth Supplemental Indenture dated as of September 23, 2003, Seventh Supplemental Indenture dated as of March 11, 2004, Eighth Supplemental Indenture dated as of March 11, 2004 (the “Eighth Supplemental Indenture”), and Ninth and Tenth Supplemental Indentures, each dated as of August 1, 2005, by and between the Company and Trustee.

Pursuant to the Eleventh Supplemental Indenture, the Guarantors unconditionally, and jointly and severally, guaranteed the full payment of the Notes when due. The Notes and the Guarantees will be listed on the New York Stock Exchange. The Notes were issued pursuant to the Eighth Supplemental Indenture. Information required by Item 202 of Regulation S-K is set forth in the section captioned “Description of Securities—Debt Securities” in the prospectus included in the Registrant’s Registration Statement on Form S-3 (Registration No. 333-104037) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on June 2, 2003, as supplemented by the information in the section captioned “Description of the Notes” in the Registrant’s Prospectus Supplement (the “Prospectus Supplement”) filed with the Commission on March 15, 2004, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and is incorporated herein by reference, except that the Notes are now guaranteed as described above.

Item 2. Exhibits

 

Exhibit No.  

Description

4.1   Indenture, dated as of April 1, 1999, by and between the Registrant and First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 16, 1999, File No. 1-10959)
4.2   Fourth Supplemental Indenture relating to the Registrant’s 7 3/4% Senior Notes due 2013, dated as of March 4, 2003, by and between the Registrant and Bank One Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 7, 2003, File No. 1-10959)
4.3   Fifth Supplemental Indenture relating to the Registrant’s 6 7/8% Senior Notes due 2011, dated as of May 12, 2003, by and between the Registrant and Bank One Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 filed with the Commission on August 11, 2003, File No. 1-10959)
4.4   Sixth Supplemental Indenture relating to the Registrant’s 6 1/2% Senior Notes due 2008, dated as of September 23, 2003, by and between the Registrant and Bank One Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 26, 2003, File No. 1-10959)
4.5   Seventh Supplemental Indenture relating to the Registrant’s 5 1/8% Senior Notes due 2009, dated as of March 11, 2004, by and between the Registrant and J.P. Morgan Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 16, 2004, File No. 33-45271)

 

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4.6   Eighth Supplemental Indenture relating to the Registrant’s 6 1/4% Senior Notes due 2014, dated as of March 11, 2004, by and between the Registrant and J.P. Morgan Trust Company, National Association, as Trustee (including the form of Note) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 16, 2004, File No. 33-45271)
4.7   Ninth Supplemental Indenture relating to the Registrant’s 6 1/2% Senior Notes due 2010, dated as of August 1, 2005, by and between the Registrant and J.P. Morgan Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 5, 2005, File No. 1-10959)
4.8   Tenth Supplemental Indenture relating to the Registrant’s 7% Senior Notes due 2015, dated as of August 1, 2005, by and between the Registrant and J.P. Morgan Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 5, 2005, File No. 1-10959)
4.9   Eleventh Supplemental Indenture relating to the addition of the Guarantors as guarantors of all of the Registrant’s outstanding Senior Notes, dated as of February 22, 2006, by and among the Registrant, the Guarantors and J.P. Morgan Trust Company, National Association, as Trustee (including the form of Guarantee) (incorporated by reference to Exhibit 4.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, File No. 1-10959)

 

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized.

 

  STANDARD PACIFIC CORP.
Dated: February 22, 2006   By:    

/s/ Stephen J. Scarborough

  Name:     Stephen J. Scarborough
  Title:     Chairman of the Board and Chief Executive Officer
  By:    

/s/ Andrew H. Parnes

  Name:     Andrew H. Parnes
  Title:     Executive Vice President-Finance and Chief Financial Officer
  CO-REGISTRANTS
  LB/L – Duc II-Franceschi, LLC
    By:   Standard Pacific Corp., its Manager
  LMD El Dorado 134, LLC
    By:   Standard Pacific Corp., its Manager
  LMD Rocklin 89, LLC
    By:   Standard Pacific Corp., its Manager
  StanPac LMD, LLC
    By:   Standard Pacific Corp., its Manager
  Standard Pacific 1, LLC
    By:   Standard Pacific Corp., its sole member
  Standard Pacific 2, LLC
    By:   Standard Pacific Corp., its sole member
  Standard Pacific 3, LLC
    By:   Standard Pacific Corp., its sole member
  Standard Pacific 4, LLC
    By:   Standard Pacific Corp., its sole member
  Standard Pacific 5, LLC.
    By:   Standard Pacific Corp., its sole member
  Standard Pacific 6, LLC
    By:   Standard Pacific Corp., its sole member
  Standard Pacific 7, LLC
    By:   Standard Pacific Corp., its sole member
  Standard Pacific 8, LLC
    By:   Standard Pacific Corp., its sole member
  Standard Pacific 9, LLC
    By:   Standard Pacific Corp., its sole member
  Standard Pacific 10, LLC
    By:   Standard Pacific Corp., its sole member
  SPNS Golden Gate, LLC
    By:   Standard Pacific Corp., its Managing Member
  Standard Pacific of Tonner Hills, LLC
    By:   Standard Pacific Corp., its sole member

 

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The Grove at Indian Wells, LLC
  By:   Standard Pacific Corp., its Manager
By:    

/s/ Stephen J. Scarborough

    Stephen J. Scarborough
    Chairman and Chief Executive Officer
By:    

/s/ Andrew H. Parnes

    Andrew H. Parnes
    Executive Vice President and
    Chief Financial Officer
CH Construction, Inc.
Hilltop Residential, Ltd.
  By:   Residential Acquisition GP, LLC,
    its general partner
CH Florida, Inc.
HSP Arizona, Inc.
HSP Tucson, Inc.
HWB Construction, Inc.
HWB Investments, Inc.
OLP Forty Development, LLC
  By:   Standard Pacific of Jacksonville,
    its Manager and Sole Member
  By:   Standard Pacific of Jacksonville GP, Inc.,
    its Managing Partner
Residential Acquisition GP, LLC
SP Colony Investments, Inc.
SP Coppenbarger Investments, Inc.
SP La Floresta, Inc.
SPLB, Inc.
Standard Pacific of Arizona, Inc.
Standard Pacific of Central Florida GP, Inc.
Standard Pacific of Central Florida
  By:   Standard Pacific of Central Florida GP,
    Inc., its Managing Partner
Standard Pacific of Fullerton, Inc.
Standard Pacific of Jacksonville GP, Inc.
Standard Pacific of Jacksonville
  By:   Standard Pacific of Jacksonville GP,
    Inc., its Managing Partner
Standard Pacific of Orange County, Inc.
Standard Pacific of Tucson, Inc.
Standard Pacific of Walnut Hills, Inc.
Westbrooke Companies, Inc.
Westbrooke Homes
  By:   Westbrooke Companies, Inc.,
    its Managing Partner
Walnut Hills Development 268, LLC,
  By:   Standard Pacific of Walnut Hills, Inc.,
    its Member

 

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By:  

/s/ Stephen J. Scarborough

  Stephen J. Scarborough
  Assistant Secretary
By:  

/s/ Andrew H. Parnes

  Andrew H. Parnes
  Assistant Treasurer
Pala Village Investments, Inc.
Standard Pacific of Texas GP, Inc.
Standard Pacific of Texas, L.P.
  By:   Standard Pacific of Texas GP, Inc.
    its general partner
By:  

/s/ Stephen J. Scarborough

  Stephen J. Scarborough
  Assistant Secretary
By:  

/s/ Andrew H. Parnes

  Andrew H. Parnes
  Treasurer
SP Texas Investments, Inc.
Standard Pacific Active Adult Communities, Inc.
Standard Pacific of Illinois, Inc.
Westfield Homes USA, Inc.
Standard Pacific 1, Inc.
Standard Pacific 2, Inc.
Standard Pacific 3, Inc.
Standard Pacific 4, Inc.
Standard Pacific 5, Inc.
Standard Pacific 6, Inc.
Standard Pacific 7, Inc.
Standard Pacific 8, Inc.
Standard Pacific 9, Inc.
Standard Pacific 10, Inc.
By:  

/s/ Stephen J. Scarborough

  Stephen J. Scarborough
  President
By:  

/s/ Andrew H. Parnes

  Andrew H. Parnes
  Vice President & Treasurer

 

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SP Ventura Investments, Inc.
Standard Pacific of Las Vegas, Inc.
Standard Pacific of Southwest Florida GP, Inc.
Standard Pacific of Southwest Florida
  By:   Standard Pacific of Southwest Florida GP, Inc., its Managing Partner
Westfield Homes of Florida, Inc.
Westfield Homes of Florida
  By:   Westfield Homes of Florida, Inc., its Managing Partner
Westfield Homes of the Carolinas, LLC
By:  

/s/ Stephen J. Scarborough

  Stephen J. Scarborough
  Assistant Secretary
By:  

/s/ Andrew H. Parnes

  Andrew H. Parnes
  Vice President & Treasurer

 

9

Standard Pacific of Colorado, Inc.
By:  

/s/ Timothy C. Little

Name:   Timothy C. Little
Title:   President
By:  

/s/ Robert R. Reid

Name:   Robert R. Reid
Title:   Senior Vice President

Dated: February 22, 2006

 

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EXHIBIT INDEX

 

Exhibit No.  

Description

4.1   Indenture, dated as of April 1, 1999, by and between the Registrant and First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 16, 1999, File No. 1-10959)
4.2   Fourth Supplemental Indenture relating to the Registrant’s 7 3/4% Senior Notes due 2013, dated as of March 4, 2003, by and between the Registrant and Bank One Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 7, 2003, File No. 1-10959)
4.3   Fifth Supplemental Indenture relating to the Registrant’s 6 7/8% Senior Notes due 2011, dated as of May 12, 2003, by and between the Registrant and Bank One Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 filed with the Commission on August 11, 2003, File No. 1-10959)
4.4   Sixth Supplemental Indenture relating to the Registrant’s 6 1/2% Senior Notes due 2008, dated as of September 23, 2003, by and between the Registrant and Bank One Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 26, 2003, File No. 1-10959)
4.5   Seventh Supplemental Indenture relating to the Registrant’s 5 1/8% Senior Notes due 2009, dated as of March 11, 2004, by and between the Registrant and J.P. Morgan Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 16, 2004, File No. 33-45271)
4.6   Eighth Supplemental Indenture relating to the Registrant’s 6 1/4% Senior Notes due 2014, dated as of March 11, 2004, by and between the Registrant and J.P. Morgan Trust Company, National Association, as Trustee (including the form of Note) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 16, 2004, File No. 33-45271)
4.7   Ninth Supplemental Indenture relating to the Registrant’s 6 1/2% Senior Notes due 2010, dated as of August 1, 2005, by and between the Registrant and J.P. Morgan Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 5, 2005, File No. 1-10959)
4.8   Tenth Supplemental Indenture relating to the Registrant’s 7% Senior Notes due 2015, dated as of August 1, 2005, by and between the Registrant and J.P. Morgan Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 5, 2005, File No. 1-10959)
4.9   Eleventh Supplemental Indenture relating to the addition of the Guarantors as guarantors of all of the Registrant’s outstanding Senior Notes, dated as of February 22, 2006, by and among the Registrant, the Guarantors and J.P. Morgan Trust Company, National Association, as Trustee (including the form of Guarantee) (incorporated by reference to Exhibit 4.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, File No. 1-10959)

 

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