AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 2001
REGISTRATION NO. 333-81223
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Jurisdiction of
Names of Incorporation I.R.S. Employer
Co-Registrants or Organization Identification No.
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M.D.C. HOLDINGS, INC. DELAWARE 84-0622967
RICHMOND AMERICAN HOMES OF CALIFORNIA, INC. COLORADO 77-0084376
RICHMOND AMERICAN HOMES OF MARYLAND, INC. MARYLAND 52-0814857
RICHMOND AMERICAN HOMES OF NEVADA, INC. COLORADO 88-0227698
RICHMOND AMERICAN HOMES OF VIRGINIA, INC. VIRGINIA 54-0570445
RICHMOND AMERICAN HOMES OF ARIZONA, INC. DELAWARE 86-0277026
RICHMOND AMERICAN HOMES OF COLORADO, INC. DELAWARE 84-1256155
RICHMOND AMERICAN HOMES OF NORTHERN
CALIFORNIA, INC. COLORADO 68-0422210
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3600 S. YOSEMITE STREET
SUITE 900
DENVER, COLORADO 80237
(303) 773-1100
(Address, including zip code and telephone number, including area code,
of registrant's principal executive office)
DANIEL S. JAPHA, ESQ.
VICE PRESIDENT OF LAW AND SECRETARY
3600 S. YOSEMITE STREET, SUITE 900
DENVER, COLORADO 80237
(303) 773-1100
(Name, address, including zip code and telephone number, including area code,
of agent for service)
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COPIES TO:
STEPHEN E. BRILZ, ESQ.
HOLME ROBERTS & OWEN LLP
1700 LINCOLN STREET, SUITE 4100
DENVER, COLORADO 80203
(303) 861-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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The co-registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the co-registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933, as amended, or until this registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
Pursuant to Rule 429 under the Securities Act of 1933, this registration
statement contains a combined prospectus that also relates to $300,000,000 of
other securities registered on Forms S-3, registration nos. 333-70381 and
333-36631, which have not been offered or sold as of the date of the filing of
this registration statement and for which MDC previously paid registration fees
of $139,559. This registration statement constitutes a post-effective amendment
to the prior related registration statements, pursuant to which the total amount
of unsold previously registered securities may be offered and sold as any of the
securities registered hereunder. If the previously registered securities are
offered and sold prior to the effective date of this registration statement, the
amount of previously registered securities so sold will not be included in the
prospectus hereunder.
PURPOSE OF AMENDMENT
The purpose of this Post-Effective Amendment No. 2 is to modify the
Plan of Distribution, as described in the Prospectus, so that its terms are
consistent with those that applied prior to the filing of Post-Effective
Amendment No. 1, and offers and sales of common stock may be made only in
primary offerings by MDC.
[MDC Logo]
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer is not permitted.
Prospectus subject to completion,
_____________, 2001
M.D.C. HOLDINGS, INC.
3600 S. YOSEMITE STREET
SUITE 900
DENVER, COLORADO 80237
(303) 773-1100
$300,000,000
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The following are types of securities that we may offer and sell under this
prospectus:
- common stock - debt securities
- preferred stock
We may offer these securities separately or as units which may include
other securities. We will describe in a prospectus supplement, which must
accompany this prospectus, the securities we are offering and selling, as well
as the specific terms of the securities. Those terms may include:
- Maturity - Redemption terms
- Interest rate - Listing on a securities exchange
- Sinking fund terms - Amount payable at maturity
- Currency of payments - Guarantees by some of our subsidiaries
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The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
--------------------------------------------------------------------------------
We may offer the securities in amounts, at prices and on terms determined
at the time of offering. We may sell the securities directly to you, through
agents we select, or through underwriters and dealers we select. If we use
agents, underwriters or dealers to sell the securities, we will name them and
describe their compensation in a prospectus supplement.
___________ , 2001
TABLE OF CONTENTS
M.D.C. Holdings, Inc.........................................................2
Use of Proceeds..............................................................3
Ratio of Earnings to Fixed Charges...........................................3
Description of Common Stock..................................................4
Description of Preferred Stock...............................................6
Description of the Debt Securities...........................................7
Book-Entry Issuance.........................................................11
Plan of Distribution........................................................12
Legal Matters...............................................................14
Experts.....................................................................14
Where You Can Find More Information.........................................15
Incorporation of Certain Documents by Reference.............................15
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M.D.C. Holdings, Inc.
M.D.C. Holdings, Inc. is a Delaware corporation which was formed in
1972. MDC's primary business is owning and managing subsidiary companies which
build homes under the name "Richmond American Homes." MDC also owns and manages
HomeAmerican Mortgage Corporation which originates mortgage loans, primarily for
our homebuyers, American Home Insurance Agency Inc., which sells casualty
insurance products to the Company's homebuyers and American Home Title and
Escrow, Inc which provides title insurance and closing services for the
Company's customers.
The Homebuilding Companies
MDC, whose subsidiaries build homes under the name "Richmond American
Homes," is one of the largest homebuilders in the United States. MDC is a major
regional homebuilder with a significant presence in some of the country's best
housing markets. Richmond American Homes is the largest homebuilder in
metropolitan Denver; among the top five homebuilders in northern Virginia,
Phoenix, Tucson and Colorado Springs; and among the top ten homebuilders in
suburban Maryland, Las Vegas, Southern California and Northern California.
Our Homebuilding Strategy
We focus on building quality homes at affordable prices. Most of our
home buyers are buying either their first or second home.
Home Selling Prices
Most of our homes range in sales price from approximately $90,000 to
$500,000, although some homes we build sell for more than $1,000,000. In 2000,
the average selling price of our homes was $227,300 compared with $211,400 in
1999.
HomeAmerican Mortgage Corporation
Our mortgage company provides mortgage loans to most of our home buyers.
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For the convenience of the home buyers, we have loan offices in all of the
locations where we build homes.
Location of Executive Offices
The principal executive offices of MDC are at 3600 South Yosemite Street,
Suite 900, Denver, Colorado 80237 (telephone (303) 773-1100). We also offer
homes and mortgages through our Internet web site.
You can obtain additional information about us in the reports and other
documents incorporated by reference in this prospectus. See "Where You Can Find
More Information" and "Incorporation of Certain Documents by Reference."
Use of Proceeds
Except as may otherwise be described in the prospectus supplement
relating to an offering of securities, we will use the net proceeds from the
sale of the securities offered under this prospectus and the prospectus
supplement primarily in our real estate acquisition and development and home-
building activities. We will use the remainder of the net proceeds for general
corporate purposes. We will determine any specific allocation of the net
proceeds of an offering of securities to a specific purpose at the time of the
offering and will describe the allocation in the related prospectus supplement.
Ratios of Earnings to Fixed Charges
The following table sets forth our consolidated ratios of earnings to fixed
charges for the periods shown. In computing the ratio of earnings to fixed
charges, fixed charges consist of homebuilding and corporate interest expense
plus:
o amortization and expensing of debt expenses;
o amortization of discount or premium relating to indebtedness; and
o capitalized interest.
Earnings are computed by adding fixed charges, except capitalized interest, and
amortization of previously capitalized interest during the period to pretax
earnings from continuing operations. To date we have not issued any preferred
stock. Therefore, the ratios of earnings to combined fixed charges and preferred
stock dividend requirements are the same as the ratios of earnings to fixed
charges presented below.
Fiscal Year Ended December 31,
----------------------------------------------
2000 1999 1998 1997 1996
--------- -------- --------- -------- --------
Ratio of earnings to fixed
charges(unaudited) 7.73 7.50 5.07 2.55 2.02
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Description of Common Stock
MDC has authorized 100,000,000 shares of common stock. At November 6,
2001, MDC had approximately 24,138,000 shares outstanding. Common stockholders
have one vote for each share held of record in any stockholder vote. Common
stockholders do not have cumulative voting rights in the election of directors.
The board of directors is divided into three classes. The members of each class
serve a three-year term.
MDC is subject to Section 203 of the Delaware General Corporation Law,
which limits the ability of a publicly held Delaware corporation to consummate a
"business combination" with an "interested stockholder" for a period of three
years after the date such person became an "interested stockholder" unless:
o before such person became an interested stockholder, the board of
directors of the corporation approved the transaction in which the
interested stockholder became an interested stockholder or approved the
business combination.
o upon consummation of the transaction that resulted in the interested
stockholder's becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding shares
held by directors who are also officers of the corporation and certain
shares held by employee stock plans); or
o following the transaction in which such person became an interested
stockholder, the business combination is approved by the board of
directors of the corporation and authorized at a meeting of
stockholders by the affirmative vote of the holders of 66 2/3% of the
outstanding voting stock of the corporation not owned by the interested
stockholder.
An "interested stockholder" generally is defined as a person who, together with
affiliates and associates, owns (or, within the prior three years, owned) 15% or
more of a corporation's outstanding voting stock. For purposes of Section 203,
the term "business combination" is defined broadly to include:
o mergers with or caused by the interested stockholder;
o sales or other dispositions to the interested stockholder (except
proportionately with the corporation's other stockholders) of assets of the
corporation or a subsidiary equal to 10% or more of the aggregate market
value of the corporation's consolidated assets or its outstanding stock;
o the issuance or transfer by the corporation or a subsidiary of stock of the
corporation or such subsidiary to the interested stockholder (except for
transfers in a conversion or exchange or a pro rata distribution or other
transactions that do not increase the interested stockholder's
proportionate ownership of any class or series of the corporation's or such
subsidiary's stock); or
o receipt by the interested stockholder (except proportionately as a
stockholder), directly or indirectly, of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the corporation
or a subsidiary.
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MDC's Certificate of Incorporation contains provisions similar to
Section 203 of the Delaware General Corporation Law. These provisions require
that the holders of 80% of the shares of outstanding voting stock must approve
business combinations with or proposed by an interested stockholder, which
includes a beneficial owner of 10% of the outstanding shares of voting stock of
MDC. This approval is not required if the transaction is approved by a majority
of the continuing directors, which means those directors unaffiliated with the
interested stockholder and serving prior to the interested stockholder becoming
an interested stockholder, or if minimum price requirements are met.
The types of business combinations covered by these provisions include:
o mergers and consolidations with an interested stockholder;
o the transfer by MDC of $15,000,000 or more of assets or securities to an
interested stockholder;
o any proposal for the liquidation or dissolution of MDC; or
o any transaction which has the effect of increasing an interested
stockholder's proportionate ownership of MDC's capital stock.
The same provisions also apply to any amendment to MDC's bylaws that is proposed
by an interested stockholder.
In the case of any business combination with an interested stockholder
involving payments to holders of common stock, the fair market value per share
of the payments would have to be at least equal to the highest of the following:
o the highest price per share of the common stock paid by the interested
stockholder during the two years before the public announcement of the
proposed business combination or in the transaction in which it became an
interested stockholder, whichever is higher; and
o the fair market value per share of the common stock on the date of the
public announcement of the proposed business combination or on the date on
which the interested stockholder became an interested stockholder,
whichever is higher.
"Fair market value" is the highest stock exchange closing price or closing bid
in the 30 days preceding the date in question, and, in the case of other
property, the fair market value as determined by a majority of the continuing
directors.
All other action by the common stockholders requires:
o that a majority of the shares be present at a meeting and
o that a majority of the shares present vote for the action.
Larry A. Mizel, Chairman of the Board of Directors and Chief Executive
Officer of MDC and David D. Mandarich, President and Chief Operating Officer of
MDC, together beneficially own more than 20% of the outstanding common stock and
so have the ability to veto any 80% stockholder vote.
MDC will pay dividends on the common stock when declared by the board of
directors of MDC from funds legally available. MDC's board of directors declared
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a dividend of $.07 per share on October 22, 2001, payable on November 21, 2001
to stockholders of record on November 7, 2001. On liquidation of MDC, holders of
common stock will share in all assets remaining after payment of liabilities,
subject to the rights of any outstanding preferred stock. The shares of common
stock are not redeemable or convertible, and the holders of common stock have no
preemptive or subscription rights to purchase any securities of MDC.
The transfer agent for the common stock is Continental Stock Transfer &
Trust Company, New York, New York.
Description of Preferred Stock
MDC has authorized 25,000,000 shares of preferred stock, none of which
were outstanding as of November 6, 2001. Shares of preferred stock may be issued
in one or more series, as authorized by MDC's board of directors with any rights
and restrictions that are specified by MDC's board of directors and permitted by
Delaware law. When MDC's board of directors specifies the terms of the preferred
stock, the terms will be set forth in a certificate of designations to be filed
with the secretary of state of Delaware. Upon filing, the certificate of
designations will be an amendment to the certificate of incorporation under
Delaware law. The preferred stock will have no preemptive rights. MDC's board of
directors may authorize preferred stock with terms and conditions that could
have the effect of discouraging a takeover or other transaction that holders of
common stock might believe to be in their best interests or in which holders of
some, or a majority, of the shares of common stock might receive a premium for
their shares over the then market price of the shares of common stock.
The terms of each series of preferred stock will be described in any
prospectus supplement related to the series of preferred stock and may include
the following:
o the title and stated value of the preferred stock;
o the number of shares of the preferred stock offered and the offering
price and liquidation preference per share of the preferred stock;
o the dividend rates, periods and payment dates or methods of calculation
applicable to the preferred stock;
o the date from which any dividends on the preferred stock will
accumulate;
o the procedures for any auction and remarketing for the preferred stock;
o any provision for a sinking fund for the preferred stock;
o any provision for redemption of the preferred stock;
o any voting rights of holders of the preferred stock;
o any rights to convert the preferred stock into common stock or
participate in dividends paid on the common stock;
o the relative ranking and preference of the preferred stock as to
dividend rights and rights on liquidation of MDC;
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o any limitations on issuing any series of preferred stock ranking senior
to or on a parity with the series of preferred stock as to dividend
rights and rights on liquidation of MDC; and
o any other specific rights or restrictions of the preferred stock.
The transfer agent for the preferred stock will be identified in the
prospectus supplement.
Description of the Debt Securities
The debt securities will be direct unsecured obligations of MDC and may
be senior debt securities, senior subordinated debt securities or junior
subordinated debt securities. The total amount of additional debt securities
that MDC may issue is limited by covenants in MDC's existing debt instruments to
approximately $728 million as of December 31, 2000, assuming no additional cash
flow.
The debt securities will be issued under one or more indentures in the
form that has been filed as an exhibit to the registration statement of which
this prospectus is a part. The indentures will be subject to and governed by the
Trust Indenture Act of 1939.
MDC may issue the debt securities in one or more series. Specific terms
of each series of debt securities will be contained in resolutions of MDC's
board of directors or in a supplemental indenture. The specific terms will be
described in a prospectus supplement.
All debt securities of one series need not be issued at the same time
and, unless otherwise provided in the prospectus supplement, MDC may issue
additional debt securities of the series without the consent of the holders.
The specific terms of the debt securities may include any of the
following:
o the title of the debt securities and whether the debt securities are
senior debt securities, senior subordinated debt securities or junior
subordinated debt securities;
o the aggregate principal amount of the debt securities and any limit on
the aggregate principal amount;
o the price at which the debt securities will be issued;
o any right of the holders to convert the debt securities into stock,
including the initial conversion price and rate and the conversion
period and any limitations on the transferability of the stock received
on conversion;
o the dates on which the principal of the debt securities will be
payable;
o the interest rates, which may be fixed or variable;
o the dates from which any interest will accrue, the dates on which the
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interest will be payable, the record dates for the interest payments,
the persons to whom the interest will be payable, and the manner of
calculating interest;
o any right of MDC to extend the dates on which principal or interest
will be payable;
o the places where the principal and any interest will be payable, where
the debt securities may be surrendered for registration of transfer and
where notices to MDC regarding the debt securities and the indenture
may be served.
o any right of MDC to elect to redeem the debt securities, including the
redemption prices and redemption periods;
o any obligation of MDC to redeem the debt securities under any sinking
fund or similar provision or at the option of a holder, including the
of redemption prices and redemption periods;
o any guarantees by subsidiaries of MDC that may guarantee the debt
securities, including the terms of any subordination of any guarantee
to other obligations of MDC;
o the events that would cause MDC to be in default and the consequences
default; and
o any discharge and release provisions of the indenture.
The debt securities may be issued at a discount below their principal
amount and provide for less than the entire principal amount to be payable on
acceleration of the maturity. In that case, all material U.S. federal income
tax, accounting and other considerations applicable to the securities will be
described in the prospectus supplement.
Except as may be set forth in any prospectus supplement, the debt
securities will not contain any provisions that would limit the ability of MDC
to incur debt or that would protect holders of debt securities in the event of a
change of control of MDC. The prospectus supplement will contain information
with respect to any changes to the events of default of MDC that are described
below.
Covenants
The prospectus supplement will describe any material covenants of a
series of debt securities.
Events of Default, Notice and Waiver
The prospectus supplement and each indenture will describe the events
that would cause MDC to be in default and the consequences of default, including
the following:
o failure to pay any interest when due that continues for a period of 30
days;
o failure to pay the principal when due;
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o breach of any other covenant or warranty of MDC in the indenture that
continues for a period of 90 days after written notice as provided in
the indenture; and
o any other event of default provided in the indenture.
If an event of default under any indenture occurs and is continuing,
then the trustee or the holders of not less than 25% in principal amount of the
debt securities of that series will have the right to declare the principal
amount of all the debt securities of that series to be due and payable
immediately by written notice to MDC and to the trustee if given by the holders.
If the debt securities of that series were issued at a discount or are indexed
securities, only the portion of the principal amount specified in the terms of
the securities may be declared due and payable. However, at any time after the
declaration of acceleration with respect to debt securities of the series has
been made, but before a judgment for payment of the money due has been obtained
by the trustee, the holders of a majority of the principal amount of outstanding
debt securities of the series may rescind the acceleration if all conditions set
forth in the indenture are met.
The indentures also will provide that the holders of a majority of the
principal amount of the outstanding debt securities of any series may waive any
past default and its consequences, except a default:
o in the payment of the principal or interest or
o of a provision contained in the indenture that cannot be amended
without the consent of the holder of each outstanding debt security
affected.
The indentures will provide for other procedures that may be followed
by holders of debt securities, the trustee of any series of debt securities, or
both, if an event of default occurs.
Amendment of the Indentures
Amendments of an indenture are permitted with the consent of the
holders of a majority in principal amount of all outstanding debt securities
issued under the indenture affected by the modification or amendment. However,
no amendment may, without the consent of each holder of debt securities
affected:
o reduce the amount of debt securities whose holders must consent to an
amendment, supplement or waiver;
o reduce the rate of interest or change the time for payment of interest,
including defaulted interest, on any debt security;
o reduce the principal or change the fixed maturity or alter any
redemption provision or any obligations of MDC to offer to purchase or
to redeem debt securities;
o modify the ranking or priority of the debt securities or any guarantee;
o release any guarantor from any of its obligations under its guarantee,
except as described in the indenture;
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o waive a continuing default in the payment of principal or interest; or
o make any debt security payable at a different place or in different
currency, or impair the right of any holder to bring suit.
The holders of a majority in principal amount of the outstanding debt
securities of each series may, on behalf of all holders, waive compliance by MDC
with restrictive covenants of the series.
MDC and the trustee may amend the indenture to, among other things,
correct errors and ambiguities without the consent of any holder of debt
securities as set forth in the indenture and as described in the prospectus
supplement.
Subordination
The prospectus supplement will describe any subordination provisions
and will define the senior debt to which the debt securities may be subordinated
and will set forth the approximate amount of senior debt outstanding as of the
end of MDC's most recent fiscal quarter.
Discharge
Except as otherwise specified in the prospectus supplement, when (1)
all debt securities of a series have become due and payable or will become due
and payable at their stated maturity within one year, and (2) MDC deposits with
the trustee funds to pay all amounts due on the entire outstanding series of
debt securities, then MDC will have satisfied the indenture with respect to the
series.
Except as otherwise specified in the prospectus supplement, the
indentures will provide that MDC may elect either (a) to be discharged from any
series of debt securities or (b) to be released from certain obligations with
respect to the debt securities under the indenture, in either case after
depositing with the trustee enough money to pay all amounts due on the debt
securities on the scheduled due dates.
In addition, MDC must have delivered to the trustee an opinion of
counsel that the holders of the debt securities (1) will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of the discharge
or release from obligations and (2) will be subject to U.S. federal income tax
on the same amounts, in the same manner and at the same times as would have been
the case if the discharge or release had not occurred. After a discharge, the
holders of the debt securities would be able to look only to the trust fund for
payment of principal and interest.
Payment and Paying Agents
Unless otherwise specified in the applicable prospectus supplement,
principal and interest will be payable at the corporate trust office of the
trustee, the address of which will be stated in the applicable prospectus
supplement. However, at the option of MDC, payment of interest may be made by
check mailed to the address of the person entitled to payment as it appears in
the register for the debt securities or by wire transfer of funds to the person
at an account maintained within the United States.
All moneys paid by MDC to a paying agent or a trustee for the payment
10
of principal or interest which remain unclaimed at the end of two years after
the payment has become due will be repaid to MDC, and the holder of the debt
security then may look only to MDC for payment.
Book-Entry Issuance
Unless otherwise specified in the applicable prospectus supplement, DTC
will act as depositary for securities issued in the form of global securities.
The securities will be issued only as fully-registered securities registered in
the name of Cede & Co., DTC's nominee. One or more fully-registered global
securities will be issued for the securities representing in the aggregate the
total number of the securities, and will be deposited with or on behalf of DTC.
DTC is a limited purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered under the provisions of Section 17A of the Exchange Act. DTC holds
securities that its participants deposit with DTC. DTC also facilitates the
settlement among participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in participants' accounts. This eliminates the need for physical
movement of securities certificates. Direct participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. DTC is owned by a number of its direct participants and by
the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain custodial relationships with direct
participants, either directly or through others. The rules applicable to DTC and
its participants are on file with the SEC.
Purchases of securities within the DTC system must be made by or
through direct participants, which will receive a credit for the securities on
DTC's records. The beneficial ownership interest of each actual purchaser of
each security is in turn recorded on the direct and indirect participants'
records. Beneficial owners will not receive written confirmation from DTC of
their purchases. However, beneficial owners are expected to receive written
confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the direct or indirect participants through
which the beneficial owners purchased securities. Transfers of ownership
interests in securities issued in the form of global securities are to be
accomplished by entries made on the books of participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates representing
their ownership interests in the securities, except if use of the book-entry
system for the securities is discontinued.
DTC has no knowledge of the actual beneficial owners of the securities
issued in the form of global securities. DTC's records reflect only the identity
of the direct participants to whose accounts the securities are credited, which
may or may not be the beneficial owners. The participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by
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arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices will be sent to Cede & Co. as the registered holder
of securities issued in the form of global securities. If less than all of a
series of the securities are being redeemed, DTC's current practice is to
determine by lot the amount of the interest of each direct participant to be
redeemed.
Although voting with respect to securities issued in the form of global
securities is limited to the holders of record of the securities, in those
instances in which a vote is required, neither DTC nor Cede & Co. will itself
consent or vote with respect to the securities. Under its usual procedures, DTC
would mail an omnibus proxy to the issuer of the securities as soon as possible
after the record date. The omnibus proxy assigns Cede & Co.'s consenting or
voting rights to those direct participants to whose accounts the securities are
credited on the record date, identified in a listing attached to the omnibus
proxy.
Payments for securities issued in the form of global securities will be
made by the issuer of the securities to DTC. DTC's practice is to credit direct
participants' accounts on the payment date in accordance with their holdings
shown on DTC's records unless DTC has reason to believe that it will not receive
payments on the payment date. Payments by participants to beneficial owners will
be governed by standing instructions and customary practices and will be the
responsibility of the participant and not of DTC, the trustee or MDC, subject to
any statutory or regulatory requirements. Payments to DTC are the responsibility
of the issuer of the securities, disbursements of the payments to direct
participants are the responsibility of DTC, and disbursements of the payments to
the beneficial owners are the responsibility of direct and indirect
participants.
DTC may discontinue providing its services as depository with respect
to any securities at any time by giving reasonable notice to the issuer of the
securities. In the event that a successor depositary is not obtained, individual
security certificates representing the securities are required to be printed and
delivered. MDC may decide to discontinue use of the system of book-entry
transfers through DTC or a successor depositary.
The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that MDC believes to be accurate, but MDC
assumes no responsibility for the accuracy of the information. MDC has no
responsibility for the performance by DTC or its participants of their
respective obligations as described in this prospectus or under the rules and
procedures governing their operations.
Plan of Distribution
Any of the securities being offered may be sold in any one or more of
the following ways from time to time:
o through agents;
o to or through underwriters;
o through dealers; and
12
o directly by MDC.
The distribution of the securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to the
prevailing market prices or at negotiated prices.
Offers to purchase securities may be solicited by agents designated by
MDC. Any agent involved in the offer or sale of the securities will be named,
and any commissions payable by MDC to the agent will be set forth, in the
prospectus supplement. Unless otherwise indicated in the prospectus supplement,
the agent will be acting on a reasonable best efforts basis for the period of
its appointment. The agent may be deemed to be an underwriter, as that term is
defined in the Securities Act of 1933, of the securities so offered and sold.
If securities are sold by means of an underwritten offering, MDC will
execute an underwriting agreement with underwriters at the time an agreement for
the sale is reached. In that case, the names of the specific managing
underwriter or underwriters, as well as any other underwriters, the amounts
underwritten and the terms of the transaction, including commissions, discounts
and any other compensation of the underwriters and dealers, will be set forth in
the prospectus supplement which will be used by the underwriters to make resales
of the securities. The underwriters will acquire securities for their own
account and may resell them from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying
prices determined by the underwriters at the time of sale. Securities may be
offered to the public either through underwriting syndicates represented by
managing underwriters or directly by one or more underwriters. Unless otherwise
indicated in the prospectus supplement, the underwriting agreement will provide
that the obligations of the underwriters are subject to conditions precedent and
that the underwriters will be obligated to purchase all the securities if any
are purchased.
MDC may grant to the underwriters options to purchase additional
securities to cover any over-allotments at the initial public offering price,
with additional underwriting commissions or discounts, as may be set forth in
the prospectus supplement.
If a dealer is used in the sale of the securities, MDC will sell the
securities to the dealer as principal. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer at the time of
resale. The dealer may be deemed to be an underwriter, as the term is defined in
the Securities Act, of the securities so offered and sold. The name of the
dealer and the terms of the transaction will be set forth in the prospectus
supplement.
Offers to purchase securities may be solicited directly by MDC and may
be sold by MDC directly to institutional investors or others, who may be deemed
to be underwriters within the meaning of the Securities Act with respect to any
resale. The terms of the sales will be described in the prospectus supplement.
If described in the prospectus supplement, securities may also be
offered and sold, in connection with a remarketing on their purchase, in
accordance with a redemption or repayment under their terms, or otherwise, by
one or more remarketing firms, acting as principals for their own accounts or as
agents for MDC. Any remarketing firm will be identified and its compensation and
13
the terms of any agreement with MDC will be described in the prospectus
supplement. Remarketing firms may be deemed to be underwriters, as that term is
defined in the Securities Act, in connection with the securities remarketed.
If described in the prospectus supplement, MDC may authorize agents and
underwriters to solicit offers by certain institutions to purchase securities
from MDC at the public offering price set forth in the prospectus supplement
under delayed delivery contracts providing for payment and delivery on the date
or dates stated in the prospectus supplement. The delayed delivery contracts
will be subject to only those conditions set forth in the prospectus supplement.
A commission indicated in the prospectus supplement will be paid to underwriters
and agents soliciting purchases of securities under delayed delivery contracts
accepted by MDC.
Agents, underwriters, dealers and remarketing firms may be entitled
under agreements with MDC to indemnification by MDC against certain liabilities,
including liabilities under the Securities Act, or to contribution for payments
that the agents, underwriters, dealers and remarketing firms may be required to
make.
Each series of securities will be a new issue. Other than the common
stock, which is listed on the New York Stock Exchange, new securities will have
no established trading market. MDC may elect to list any series of securities on
an exchange, and in the case of the common stock, on any additional exchange,
but, unless otherwise specified in the prospectus supplement, MDC will not be
obligated to do so. No assurance can be given as to the liquidity of the trading
market for any of the securities.
Agents, underwriters, dealers and remarketing firms may be customers
of, engage in transactions with, or perform services for, MDC and its
subsidiaries in the ordinary course of business.
Legal Matters
The validity of the common stock and the preferred stock and the status
of the debt securities as binding obligations of MDC will be passed on for MDC
by Holme Roberts & Owen LLP, Denver, Colorado. Certain legal matters will be
passed on for any underwriters, agents and dealers by Cahill Gordon & Reindel (a
partnership including a professional corporation), New York, New York. MDC will
identify in a prospectus supplement the legal matters that Cahill Gordon &
Reindel will pass on for any underwriters.
Experts
The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-K as of December 31, 2000 and for the year then
ended, have been so incorporated in reliance on the report of Ernst & Young LLP,
independent auditors, given on the authority of said firm as experts in auditing
and accounting. The financial statements incorporated in this prospectus by
reference to the Annual report on Form 10-K for the year ended December 31,
2000, relating to the financial statements as of December 31, 1999 and for each
of the two years in the period ended December 31, 1999, have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firms as experts in
auditing and accounting.
14
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission under the
Securities Exchange Act of 1934. You may read and copy this information at the
following locations of the SEC:
Judiciary Plaza, Room 10024 Woolworth Building
450 Fifth Street, N.W. 233 Broadway
Washington, D.C. 20549 New York, New York 10279
Citicorp Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661
You can also obtain copies of this information by mail from the Public
Reference Room of the SEC, 450 Fifth Street, N.W., Room 10024, Washington D.C.
20549, at prescribed rates. You may obtain information on the operation of the
Public Reference Room by calling the SEC at (800) SEC-0330.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like MDC, that
file electronically with the SEC. The address of that site is
http://www.sec.gov.
You can also inspect reports, proxy statements and other information
about us at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
We have filed with the SEC a registration statement on Form S-3 that
registers the securities we are offering. The registration statement, including
the attached exhibits and schedules, contains additional relevant information
about us and our securities. The rules and regulations of the SEC allow us to
omit certain information included in the registration statement from this
prospectus.
Incorporation of Certain Documents by Reference
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus, except
for any information that is superseded by information that is included directly
in this document.
This prospectus includes by reference the documents listed below that we
have previously filed with the SEC and that are not included in or delivered
with this document. They contain important information about our company and its
financial condition.
15
FILING PERIOD
Annual Report on Form 10-K Year ended December 31, 2000
Quarterly Report on Form 10-Q Quarter ended March 31, 2001
Quarterly Report on Form 10-Q Quarter ended June 30, 2001
Quarterly Report on Form 10-Q Quarter ended September 30, 2001
All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this prospectus and prior to the termination
of this offering shall be deemed to be incorporated by reference herein and to
be a part of this prospectus from the date of filing of such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.
You can obtain any of the documents incorporated by reference in this
document from us without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit to
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address:
Daniel S. Japha
Vice President of Law and Secretary
M.D.C. Holdings, Inc.
3600 South Yosemite Street
Suite 900
Denver, Colorado 80237
(303) 773-1100
We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, that
contained in this prospectus or in any of the materials that we have
incorporated by reference into this document. Therefore, if anyone does give you
information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the
securities offered by this document are unlawful, or if you are a person to whom
it is unlawful to direct these types of activities, then the offer presented in
this document does not extend to you. The information contained in this document
speaks only as of the date of this document, unless the information specifically
indicates that another date applies.
16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses payable by MDC in
connection with the issuance and distribution of the securities, other than
underwriting discounts and commissions. MDC will bear all of such expenses. All
the amounts shown are estimates, except the registration fee.
Registration Fee.........................................................$ 0
Fees and expenses of accountants..........................................10,000
Fees and expenses of counsel to MDC.......................................10,000
Printing and engraving.......................................................500
Blue Sky fees and expenses (including counsel)...............................500
Miscellaneous..............................................................1,000
Total....................................................................$22,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws and Certificate of Incorporation of MDC provide for
indemnification of the officers and directors of MDC to the fullest extent
permitted by applicable law.
Section 145 of the Delaware General Corporation Law provides in part that a
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such persons against expenses (including attorneys'
fees) actually and reasonably incurred in defense or settlement of any
threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further (unless a court of competent jurisdiction otherwise provides)
such person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct.
Additionally, the Certificate of Incorporation of MDC eliminates in certain
circumstances the monetary liability of directors for breach of their fiduciary
duty as directors. This provision does not eliminate the liability of a director
II-1
(i) for a breach of the director's duty of loyalty to the respective corporation
or its stockholders; (ii) for acts or omissions by the director not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) for liability arising under Section 174 of the Delaware General
Corporation Law (relating to the declaration of dividends and purchase or
redemption of shares in violation of the Delaware General Corporation Law); or
(iv) for any transaction from which the director derived an improper personal
benefit.
The By-Laws and Certificates of Incorporation of Richmond American
Homes of Arizona, Inc. and Richmond American Homes of Colorado, Inc. provide for
indemnification of the officers and directors of those corporations to the
fullest extent permitted by applicable law. The governing documents of the other
Co-Registrants do not provide for the indemnification of directors or officers
against any liability which they may incur in their capacities as such.
Section 145 of the Delaware General Corporation Law provides in part
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such persons against expenses (including attorneys'
fees) actually and reasonably incurred in defense or settlement of any
threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further (unless a court of competent jurisdiction otherwise provides)
such person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct.
Additionally, the Certificate of Incorporation of Richmond American
Homes of Colorado, Inc. eliminates in certain circumstances the monetary
liability of directors for breach of their fiduciary duty as directors. This
provision does not eliminate the liability of a director (i) for a breach of the
director's duty of loyalty to the respective corporation or its stockholders;
(ii) for acts or omissions by the director not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for liability
arising under Section 174 of the Delaware General Corporation Law (relating to
the declaration of dividends and purchase or redemption of shares in violation
of the Delaware General Corporation Law); or (iv) for any transaction from which
the director derived an improper personal benefit.
Section 7-109-102 of the Colorado Business Corporation Act permits
indemnification of a director of a Colorado corporation, in the case of a third
party action, if the director (a) conducted himself in good faith, (b)
reasonably believed that (i) in the case of conduct in his official capacity,
II-2
his conduct was in the corporation's best interest, or (ii) in all other cases,
his conduct was not opposed to the corporation's best interest, and (c) in the
case of any criminal proceeding, had no reasonable cause to believe that his
conduct was unlawful. The section further provides for mandatory indemnification
of directors and officers who are successful on the merits or otherwise in
litigation. The statute limits the indemnification that a corporation may
provide to its directors in two key respects. A corporation may not indemnify a
director in a derivative action in which the director is held liable to the
corporation, or in any proceeding in which the director is held liable on the
basis of his improper receipt of a personal benefit. The statute permits a
corporation to indemnify and advance litigation expenses to officers, employees
and agents who are not directors to a greater extent than directors if
consistent with law and provided for by the articles of incorporation, the
bylaws, a resolution of directors or shareholders, or a contract between the
corporation and the officer, employee or agent.
Sections 13.1-697, -698, -699, -701, -702, -703 and -704 of the Virginia
Stock Corporation Act ("VSCA") provide, generally and in part, that a
corporation may indemnify an individual made a party to a proceeding because he
is or was a director, against liability incurred in the proceeding if he
conducted himself in good faith and reasonably believed, in the case of conduct
in his official capacity with the corporation, that his conduct was in its best
interests, or in all other cases, that his conduct was at least not opposed to
its best interests and, in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful; provided, however, that a
corporation may not indemnify a director in connection with a proceeding by or
in the right of the corporation in which the director was adjudged liable to the
corporation or in connection with any other proceeding charging improper
personal benefit to him in which he was adjudged liable. Such indemnification in
connection with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection therewith. Unless limited by a
corporation's certificate of incorporation, similar indemnity with respect to
expenses incurred is mandatory under the above-referenced Sections of the VSCA
for a director or officer who was wholly successful on the merits or otherwise,
in defense of any proceedings to which he was a party because he is or was a
director or officer, as the case may be. Any such indemnification may be made
only as authorized in each specific case after a determination by disinterested
directors, special legal counsel or disinterested shareholders that
indemnification is permissible because the indemnitee has met the applicable
standard of conduct. Directors and officers may also apply for court-ordered
indemnification. Pursuant to Section 13.1-704 of the VSCA, a corporation may
also indemnify and advance expenses to any director, officer, employee or agent
to the extent provided by the corporation's certificate of incorporation, any
by-law made by the shareholders or any resolution adopted by the shareholders,
except an indemnity against willful misconduct or a knowing violation of the
criminal law.
Section 2-418 of the Maryland General Corporation Law ("MGCL") provides,
generally and in part, that a corporation may indemnify any director made a
party to a proceeding by reason of the individual's service in that capacity
unless it is established that the director's act or omission (1) was material to
the matter giving rise to the proceeding; (2) was committed in bad faith; or (3)
was the result of active and deliberate dishonesty; or unless it is established
that the director actually received an improper personal benefit in money,
property or services. In the case of a criminal proceeding, indemnity is
permissible unless it is established that the director had reasonable cause to
believe that the act or omission was unlawful. Indemnification may be against
II-3
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the director in connection with the proceeding, but if the
proceeding was one by or in the right of the corporation, indemnification may
not be made in respect of any proceeding in which at the director shall have
been adjudged liable to the corporation or in connection with any other
proceeding charging improper personal benefit to him in which he was adjudged
liable. Unless limited by a corporation's certificate of incorporation, similar
indemnity with respect to expenses incurred is mandatory under Section 2-418 of
the MGCL for a director or officer who was wholly successful in the defense of
any proceeding referred to in the first sentence of this paragraph to which he
was a party because he is or was a director or officer, as the case may be. Any
such indemnification may be made only as authorized in each specific case after
a determination by disinterested directors, special legal counsel or
disinterested shareholders that indemnification is permissible because the
indemnitee has met the applicable standard of conduct. Directors and officers
may also apply for court-ordered indemnification.
MDC has obtained directors and officers liability insurance that
provides insurance coverage for certain liabilities that may be incurred by the
directors and officers of MDC and the co-registrants in their capacity as such.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER EXHIBITS
1.1* Form of Underwriting Agreement.
4.2(a)+ Form of Senior Indenture by and between M.D.C. Holdings, Inc.
and ____________________, as trustee.
4.2(b)+ Form of Senior Subordinated Indenture by and between M.D.C.
Holdings, Inc. and ___________________, as trustee.
4.2(c)+ Form of Junior Subordinated Indenture by and between M.D.C.
Holdings, Inc. and ___________________, as trustee.
5.1+ Opinion of Holme Roberts & Owen LLP.
12.1+ Computation of ratios of earnings to fixed charges.
23.1 Consent of Ernst & Young, LLP, Independent Auditors
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.3+ Consent of Holme Roberts & Owen LLP (included in Exhibit 5.1).
24.1+ Powers of Attorney
24.2 Power of Attorney of David Blackford
* MDC will file any underwriting agreement that it may enter into as an
exhibit to a Current Report on Form 8-K which is incorporated by reference
into this registration statement.
+ Previously filed.
ITEM 17. UNDERTAKINGS.
(a) MDC hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
II-4
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(5) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-5
(b) MDC hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of MDC's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of MDC pursuant to any charter provision, by-law, contract,
arrangement, statute, or otherwise, MDC has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by MDC of expenses incurred
or paid by a director, officer or controlling person of MDC in the
successful defense of any action, suit or proceeding) is asserted
against MDC by such director, officer or controlling person in
connection with the securities being registered, MDC will, unless in
the opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
MDC hereby undertakes to file an application for the purpose of determining
the eligibility of the applicable trustee to act under subsection (a) of Section
310 of the Trust Indenture Act of 1939 ("Act") in accordance with the rules and
regulations of the Commission under Section 305(b)(2) of the Act.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
each co-registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado, on the 7th day of
December, 2001.
M.D.C. HOLDINGS, INC.
RICHMOND AMERICAN HOMES OF CALIFORNIA,
INC.
RICHMOND AMERICAN HOMES OF MARYLAND,
INC.
RICHMOND AMERICAN HOMES OF NEVADA, INC.
RICHMOND AMERICAN HOMES OF VIRGINIA, INC.
RICHMOND AMERICAN HOMES OF NORTHERN
CALIFORNIA, INC.
By: /s/ Paris G. Reece III
----------------------------
Paris G. Reece III
Authorized Officer
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
person in the capacity indicated, on the 7th day of December, 2001.
/s/ GILBERT GOLDSTEIN
---------------------------------
Gilbert Goldstein
Director of M.D.C. Holdings, Inc.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities indicated, on the 7th day of December, 2001.
MDC OFFICERS AND DIRECTORS
Principal Executive Officer:
/s/ *
---------------------------------
Larry A. Mizel,
Chairman of the Board of Directors,
President and Chief Executive Officer
II-7
Chief Operating Officer:
/s/ *
---------------------------------
David D. Mandarich,
Director, Executive Vice President -
Real Estate and Chief
Operating Officer
Principal Financial and Accounting
Officer:
/s/ Paris G. Reece III
---------------------------------
Paris G. Reece III,
Senior Vice President,
Chief Financial Officer and
Principal Accounting Officer
Other Directors:
/s/ *
---------------------------------
David Blackford
/s/ *
---------------------------------
Steven J. Borick
/s/ *
---------------------------------
William B. Kemper
/s/ *
---------------------------------
Herbert T. Buchwald
CO-REGISTRANT OFFICERS AND DIRECTORS
RICHMOND AMERICAN HOMES OF CALIFORNIA,
INC.
RICHMOND AMERICAN HOMES OF MARYLAND,
INC.
RICHMOND AMERICAN HOMES OF NEVADA, INC.
RICHMOND AMERICAN HOMES OF VIRGINIA, INC.
RICHMOND AMERICAN HOMES OF NORTHERN
CALIFORNIA, INC.
Principal Executive, Financial and
Accounting Officer:
/s/ Paris G. Reece III
---------------------------
Paris G. Reece III,
Executive Vice President, Director
II-8
RICHMOND AMERICAN HOMES OF ARIZONA, INC.
Principal Executive, Financial and
Accounting Officer:
/s/ Paris G. Reece III
---------------------------
Paris G. Reece III,
Vice President, Treasurer, Director
RICHMOND AMERICAN HOMES OF COLORADO,
INC.
Principal Executive Officer:
/s/ *
---------------------------
David D. Mandarich,
Chairman of the Board of Directors,
President
Principal Financial and Accounting
Officer:
/s/ Paris G. Reece III
---------------------------
Paris G. Reece III,
Vice President
Other Directors:
/s/ *
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Steven J. Borick
/s/ *
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Larry A. Mizel
* By /s/ Daniel S. Japha,
-----------------------------
Daniel S. Japha,
Attorney in fact
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