0001209191-15-055893.txt : 20150624
0001209191-15-055893.hdr.sgml : 20150624
20150624160654
ACCESSION NUMBER: 0001209191-15-055893
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150614
FILED AS OF DATE: 20150624
DATE AS OF CHANGE: 20150624
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: 15360 BARRANCA PARKWAY
CITY: IRVINE
STATE: CA
ZIP: 92618
BUSINESS PHONE: 9497891600
MAIL ADDRESS:
STREET 1: 15360 BARRANCA PARKWAY
CITY: IRVINE
STATE: CA
ZIP: 92618
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RYLAND GROUP INC
CENTRAL INDEX KEY: 0000085974
STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531]
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10959
FILM NUMBER: 15949281
BUSINESS ADDRESS:
STREET 1: 3011 TOWNSGATE ROAD
STREET 2: SUITE 200
CITY: WESTLAKE VILLAGE
STATE: CA
ZIP: 91361-3027
BUSINESS PHONE: (805) 367-3800
MAIL ADDRESS:
STREET 1: 3011 TOWNSGATE ROAD
STREET 2: SUITE 200
CITY: WESTLAKE VILLAGE
STATE: CA
ZIP: 91361-3027
FORMER NAME:
FORMER CONFORMED NAME: RYAN JAMES P CO
DATE OF NAME CHANGE: 19720414
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2015-06-14
0
0000878560
STANDARD PACIFIC CORP /DE/
SPF
0000085974
RYLAND GROUP INC
3011 TOWNSGATE ROAD, SUITE 200
WESTLAKE VILLAGE
CA
91361
0
0
1
0
Common Stock, par value $0.01 per share
126400000
I
See Footnotes
Series B Junior Participating Convertible Preferred Stock
Common Stock
87812786.89
I
See Footnotes
Securities beneficially owned as a result of The Ryland Group, Inc. ("Ryland") entering into a Voting Agreement, dated as of June 14, 2015, with MP CA Homes LLC, a Delaware limited liability company (with successors, "MatlinPatterson"), a stockholder of Standard Pacific Corp., a Delaware corporation (the "Issuer") (the "Voting Agreement"). Concurrently with the execution of the Voting Agreement, Ryland and the Issuer entered into the Amended and Restated Agreement and Plan of Merger, pursuant to which Ryland will be merged with and into the Issuer (the "Merger Agreement").
Ryland is filing this statement solely because, as a result of certain proxy and voting provisions contained in the Voting Agreement, Ryland may be deemed to share beneficial ownership of the shares of the 267,829 shares of Series B junior participating convertible preferred stock (the "Junior Preferred Stock") and 126,400,000 shares of common stock, par value $0.01 per share (the "Common Stock") covered by the Voting Agreement (126,667,829 Shares, which currently represent 49% of the total voting power of the voting stock of the Issuer) with MatlinPatterson for the purposes of determining Ryland's status as a ten percent holder thereof. The Junior Preferred Stock will vote with the Common Stock on an as-converted basis provided that the votes attributable to shares of Junior Preferred Stock held by MatlinPatterson, together with votes attributable to shares of Common Stock held by MatlinPatterson, cannot exceed 49% of the total voting power of the voting stock of the Issuer.
(Continued from Footnote 2) The Junior Preferred Stock is initially convertible into up to 87,812,786.89 shares of Common Stock; however, MatlinPatterson is not entitled to convert the Junior 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. Ryland expressly disclaims any beneficial ownership of the shares reported herein, and Ryland does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in any of the shares subject to the Voting Agreement. Ryland declares that the filing of this Form 3 shall not be construed as an admission by Ryland that it is the beneficial owner of any of the shares subject to the Voting Agreement for purposes of Section 13(d), 13(g) or 16 of the Exchange Act, or for any other purposes, and such beneficial ownership is hereby expressly disclaimed.
In addition, pursuant to the Voting Agreement, MatlinPatterson agreed, among other things, to vote its shares of Issuer stock in favor of the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement, granted Ryland an irrevocable proxy to vote its Issuer stock in accordance with the terms of the Voting Agreement and agreed, subject to limited exceptions, not to transfer such shares, other than in accordance with the Voting Agreement. The Voting Agreement will terminate upon the earliest to occur of: (i) the effective time of the Merger, (ii) the date on which the Merger Agreement is terminated and (iii) written notice of termination of the Voting Agreement by Ryland to MatlinPatterson. Separately, MatlinPatterson has given an irrevocable notice to the Issuer to convert all of its Issuer preferred stock into Common Stock immediately following the consummation of the Merger and a related 5-for-1 reverse stock split.
THE RYLAND GROUP, INC., /s/ Timothy J. Geckle, Name: Timothy J. Geckle, Title: Senior Vice President, General Counsel and Secretary
2015-06-24