UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrantx Filed by a Party other than the Registrant¨
Check the appropriate box:
¨ | Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
x | Soliciting Material Under § 240.14a-12 |
Standard Pacific Corp.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
¨ | Fee paid previously with preliminary materials: |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
Filed by Standard Pacific Corp. Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Standard Pacific Corp.
Commission File Number 1-10959
The following letter from Jeffrey Peterson, Chairman, CEO and President of Standard Pacific Corp., was issued by Standard Pacific Corp. to employees of the Company on May 27, 2008.
May 27, 2008
Dear Standard Pacific Colleague:
I am pleased to share with you some exciting news regarding Standard Pacific. This morning we announced that Standard Pacific has entered into a definitive agreement with MatlinPatterson Global Advisers LLC, a highly regarded private equity firm with a successful track record of investing in companies for the long-term. Under the terms of the agreement, MatlinPatterson will provide the Company with a capital infusion of more than $530 million. A copy of the press release we issued this morning with more details regarding the transaction is attached.
This is a great transaction for Standard Pacific, our shareholders, customers and, most importantly, you – our employees. MatlinPatterson has a well-deserved reputation for being an outstanding business partner and their investment in the Company demonstrates the confidence they have in our business, our senior management team and all of our employees. We look forward to working closely with them and benefiting from their expertise and insight.
Looking ahead, this investment will allow us to reenergize our operations and aggressively seek new opportunities in an undervalued market. There are no planned changes to our management team and we expect our operations to only be enhanced by this capital infusion. We now have a terrific opportunity to continue to deliver the same quality that homebuyers have come to expect from us while enhancing our readiness and position for a market recovery.
We are committed to keeping you as informed as possible. At 11:00 a.m. (PDT) today, I will host a conference call for employees to discuss this transaction and to respond to your questions. The dial-in number is (888) 211-4430, passcode 6994014.
Consistent with our company policy, if you receive any inquiries from the news media or from outside parties regarding this announcement, please refer them to Andy Parnes, Executive Vice President & Chief Financial Officer (949-789-1616) or Lloyd McKibbin, Senior Vice President & Treasurer (949-789-1603).
In closing, we are all excited about today’s announcement and the future for Standard Pacific. On behalf of the Board of Directors and the entire senior management team, I thank you for your continued support and dedication.
|
Sincerely, |
|
/s/ Jeffrey V. Peterson |
Jeffrey V. Peterson |
Chairman, CEO and President |
IMPORTANT INFORMATION
Standard Pacific (the “Company”) intends to file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the investment discussed above (the “Investment”). Stockholders should read the proxy statement and other relevant documents when they become available because they will contain important information about the Investment. The proxy statement, any amendments or supplements to the proxy statement, and other relevant documents filed by the Company with the SEC will be available for free atwww.sec.gov and at the Company’s website,www.standardpacifichomes.com, or by writing to: Standard Pacific Corp., 15326 Alton Parkway Irvine, CA 92618 (Attn: Corporate Secretary). The Company and its executive officers and directors may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Investment. Information regarding the Company’s directors and executive officers appears in the Company’s definitive proxy statement for its 2008 annual meeting, which was filed with the SEC on April 2, 2008. Additional information regarding their interests, equity and otherwise, will be included in the proxy statement to be filed in connection with the Investment.
This letter contains forward-looking statements. These statements include but are not limited to statements regarding: the potential completion of a $530 million equity investment; our ability to aggressively seek new opportunities in an undervalued market; the absence of changes to our management team; and our enhanced readiness and position for a market recovery. Such statements involve known and unknown risks, uncertainties, assumptions and other factors many of which are out of our control and difficult to forecast that may cause actual results to differ materially from those that may be described or implied. In particular, to the extent that such statements relate to the proposed investment referred to in this letter, there is a risk, among others, that the investment might not be completed.