Registration No. 333-201660
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE RYLAND GROUP, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 52-0849948 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3011 Townsgate Road, Suite 200, Westlake Village, California 91361-3027
(Address of Principal Executive Offices) (ZIP Code)
Timothy J. Geckle
Senior Vice President, General Counsel and Secretary
The Ryland Group, Inc.
3011 Townsgate Road, Suite 200
Westlake Village, California 91361
(805) 367-3800
(Name, address and telephone
number of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS
Exact name of co-registrant as specified in its charter | Jurisdiction of incorporation or organization | I.R.S. Employer Identification No. | ||||
RH Builders of Indiana, Inc. | Indiana | 35-1969234 | ||||
RH Investment of Indiana, Inc. | Indiana | 35-1969241 | ||||
RH of Indiana, L.P. | Indiana | 35-1968182 | ||||
RH of Texas Limited Partnership | Maryland | 74-2664253 | ||||
Ryland Communities, Inc. | Florida | 59-1741950 | ||||
Ryland Homes Investment-Texas, Inc. | Maryland | 52-1816608 | ||||
Ryland Homes Nevada, LLC | Delaware | 81-0600913 | ||||
Ryland Homes of Texas, Inc. | Texas | 75-2473699 | ||||
Ryland Homes of Arizona, Inc. | Arizona | 86-0785389 | ||||
Ryland Homes of California, Inc. | Delaware | 95-2635472 | ||||
Ryland Organization Company | California | 95-4868586 | ||||
Ryland Ventures III, Inc. | Maryland | 52-1733016 | ||||
The Regency Organization, Inc. | Florida | 59-2367217 | ||||
The Ryland Corporation | California | 95-4868582 | ||||
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
The Ryland Group, Inc., a Maryland corporation, is filing this Post-Effective Amendment No. 1 to deregister certain securities originally registered pursuant to the Registration Statement on Form S-3 filed on January 25, 2015 (file no. 333-201660) (the “Registration Statement”) by The Ryland Group, Inc. (the “Company”), RH Builders of Indiana, Inc., RH Investment of Indiana, Inc., RH of Indiana, L.P., RH of Texas Limited Partnership, Ryland Communities, Inc., Ryland Homes Investment-Texas, Inc., Ryland Homes Nevada, LLC, Ryland Homes of Texas, Inc., Ryland Homes of Arizona, Inc., Ryland Homes of California, Inc., Ryland Organization Company, Ryland Ventures III, Inc., The Regency Organization, Inc., The Ryland Corporation (collectively, the “Guarantors” and together with the Company, the “Registrants”) with respect to (i) an indeterminate number of Debt Securities, Common Stock (par value $1.00 per share), Preferred Stock (par value $1.00 per share), Depositary Shares, Warrants, Stock Purchase Units, Stock Purchase Contracts of the Company, (ii) Guarantees of Debt Securities by the Guarantors and (iii) Units comprising one or more classes of securities above.
The Company has entered into an amended merger agreement with Standard Pacific Corp., a Delaware corporation (“Standard Pacific”), as of June 14, 2015. The Company and Standard Pacific have agreed to the merger of the Company with and into Standard Pacific, with Standard Pacific continuing as the surviving corporation in the merger under the name CalAtlantic Group, Inc. (the “Merger”). In connection with the Merger, the offerings pursuant to the Registration Statement have been terminated. The Registrants hereby remove from registration any of the securities of the Registrants registered under the Registration Statement that remain unsold under the Registration Statement as of the filing date of this Post-Effective Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the 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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westlake Village, State of California, on the 1st day of October, 2015.
THE RYLAND GROUP, INC. | ||
By: | /s/ Timothy J. Geckle | |
Timothy J. Geckle | ||
| Senior Vice President, General Counsel and Secretary | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-3 has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Larry T. Nicholson | Larry T. Nicholson President and Chief Executive Officer (Principal Executive Officer) | October 1, 2015 | ||
| Larry T. Nicholson | ||||
/s/ Gordon A. Milne | Gordon A. Milne Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) | October 1, 2015 | ||
| Gordon A. Milne | ||||
A majority of the Board of Directors:
William L. Jews, Ned Mansour, Robert E. Mellor, Norman J. Metcalfe, Larry T. Nicholson, Charlotte St. Martin, Robert G. van Schoonenberg
/s/ Timothy J. Geckle | As Attorney-in-Fact | October 1, 2015 | ||
| Timothy J. Geckle |
On behalf of the Co-Registrants
Pursuant to the requirements of the Securities Act of 1933, as amended, each undersigned 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 Westlake Village, State of California, on the 1st day of October, 2015.
RH BUILDERS OF INDIANA, INC.(1) | RH INVESTMENT OF INDIANA, INC.(1) | |
RH OF INDIANA, L.P.(2) | RH OF TEXAS LIMITED PARTNERSHIP(3) | |
RYLAND COMMUNITIES, INC.(1) | RYLAND HOMES INVESTMENT-TEXAS, INC.(1) | |
RYLAND HOMES NEVADA, LLC(4) | RYLAND HOMES OF TEXAS, INC.(1) | |
RYLAND HOMES OF ARIZONA, INC.(1) | RYLAND HOMES OF CALIFORNIA, INC.(1) | |
RYLAND ORGANIZATION COMPANY(5) | RYLAND VENTURES III, INC.(1) | |
THE REGENCY ORGANIZATION, INC.(6) | THE RYLAND CORPORATION(1) |
(1) By: | /s/ Timothy J. Geckle | (2) By: | RH Builders of Indiana, Inc. Its: General Partner | |||||||
Name: Timothy J. Geckle Title: Secretary | ||||||||||
By: | /s/ Timothy J. Geckle | |||||||||
Name: Timothy J. Geckle Title: Secretary | ||||||||||
(3) By: | Ryland Homes of Texas, Inc. Its: General Partner | (4) By: | The Ryland Group, Inc. Its: Sole Member | |||||||
By: | /s/ Timothy J. Geckle | By: | /s/ Timothy J. Geckle | |||||||
Name: Timothy J. Geckle Title: Secretary | Name: Timothy J. Geckle Title: Secretary | |||||||||
(5) By: | /s/ Timothy J. Geckle | (6) By: | /s/ Timothy J. Geckle | |||||||
Name: Timothy J. Geckle Title: Secretary | Name: Timothy J. Geckle Title: Secretary | |||||||||
