As filed with the Securities and Exchange Commission on August 6, 2002
Registration No. 333-97225
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM S-3
Registration Statement Under the Securities Act of 1933
| Jurisdiction of | ||||||||
| Names of | Incorporation | I.R.S. Employer | ||||||
| Co-Registrants | or Organization | Identification No. | ||||||
| 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 | ||||||
| M.D.C. LAND CORPORATION | Colorado | 84-0831548 | ||||||
| RAH OF TEXAS, LP | Colorado | 81-0545696 | ||||||
| RAH TEXAS HOLDINGS, LLC | Colorado | 35-2175328 | ||||||
| RICHMOND AMERICAN CONSTRUCTION, INC | Delaware | 86-0540418 | ||||||
| RICHMOND AMERICAN HOMES OF CALIFORNIA (INLAND EMPIRE), INC | Colorado | 84-1590389 | ||||||
| RICHMOND AMERICAN HOMES OF TEXAS, INC | Colorado | 75-2115660 | ||||||
| RICHMOND AMERICAN HOMES OF UTAH, INC | Colorado | 02-0574838 | ||||||
| RICHMOND AMERICAN HOMES OF WEST VIRGINIA, INC | Colorado | 54-2019401 | ||||||
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)
Joseph H. Fretz, Esq.
Secretary and Corporate Counsel
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)
With a copy to:
Stephen E. Brilz, Esq.
Holme Roberts & Owen LLP
1700 Lincoln Street, Suite 4100
Denver, Colorado 80203
(303) 861-7000
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. [ ]
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. 333-81223, 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, and such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act of 1933. 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.
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.
| ITEM 16. EXHIBITS. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-5.1 Opinion/Consent of Holme Roberts & Owen LLP | ||||||||
ITEM 16. EXHIBITS.
| Exhibit No. | Description | |||||
| 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. |
| * | 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. | |
| ** | Filed herewith. |
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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 6th day of August, 2002.
| 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 ARIZONA, INC. RICHMOND AMERICAN HOMES OF COLORADO, INC. M.D.C. LAND CORPORATION RAH OF TEXAS, LP RAH TEXAS HOLDINGS, LLC RICHMOND AMERICAN CONSTRUCTION, INC. RICHMOND AMERICAN HOMES OF CALIFORNIA (INLAND EMPIRE), INC. RICHMOND AMERICAN HOMES OF TEXAS, INC. RICHMOND AMERICAN HOMES OF UTAH, INC. RICHMOND AMERICAN HOMES OF WEST VIRGINIA, 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 1st day of August, 2002.
| /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 6th day of August, 2002.
MDC OFFICERS AND DIRECTORS
| Principal Executive Officer: | |
| /s/ * Larry A. Mizel, Chairman of the Board of Directors and Chief Executive Officer |
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| Chief Operating Officer: | |
| /s/ * David D. Mandarich, Director, President and Chief Operating Officer | |
| Principal Financial and Accounting Officer: | |
| /s/ Paris G. Reece III Paris G. Reece III, Executive 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 CONSTRUCTION, INC. RICHMOND AMERICAN HOMES OF CALIFORNIA (INLAND EMPIRE), INC. RICHMOND AMERICAN HOMES OF TEXAS, INC. RICHMOND AMERICAN HOMES OF UTAH, INC. RICHMOND AMERICAN HOMES OF WEST VIRGINIA, INC | |
| Principal Executive, Financial and Accounting Officer: | |
| /s/ Paris G. Reece III Paris G. Reece III, Executive Vice President, Director |
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| 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/ * Steven J. Borick | |
| /s/ * Larry A. Mizel | |
| M.D.C. LAND CORPORATION | |
| Principal Executive, Financial and Accounting Officer: | |
| /s/ Paris G. Reece III Paris G. Reece III, President and Director | |
| Other Directors: | |
| /s/ * Herbert T. Buchwald | |
| /s/ Michael Touff Michael Touff |
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| RAH OF TEXAS, LP | ||
| By: | RICHMOND AMERICAN HOMES OF TEXAS, INC., its General Partner | |
| Principal Executive, Financial and Accounting Officer: | ||
| /s/ Paris G. Reece III Paris G. Reece III, Executive Vice President, Director | ||
| RAH TEXAS HOLDINGS, LLC | ||
| Principal Executive, Financial and Accounting Officer: | ||
| /s/ Paris G. Reece III Paris G. Reece III, President and Sole Manager | ||
| * By: | /s/ Michael Touff Michael Touff, Attorney in fact |
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| Exhibit No. | Description | |||||
| 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. |
| * | 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. | |
| ** | Filed herewith. |
