SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 25, 1998
M.D.C. Holdings, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-8951 84-0622967
----------------- ----------------------- -------------------
(State or other (Commission file number) (I.R.S. employer
jurisdiction of identification no.)
incorporation)
3600 South Yosemite Street, Suite 900, Denver, Colorado 80237
------------------------------------------------------- ---------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 773-1100
-----------------------------------------------------------------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On March 25, 1998, each of Paris G. Reece III, the Company's Senior
Vice President, Chief Financial Officer and Principal Accounting Officer
("Reece") and Michael Touff, the Company's Vice President and General Counsel
("Touff") and the Company executed Change in Control Agreements that were
effective as of January 26, 1998 (the "Agreements"). The Agreements provide for
severance benefits in the case of a "Change in Control Event". A "Change in
Control Event" is defined in the Agreements as a "Change in Control" (as defined
in the Agreements) followed by a "Material Change", as defined in the
Agreements. Copies of Messrs. Reece's and Touff's Agreements are attached to
this Form 8-K as Exhibits 10.1 and 10.2, respectively.
In addition, the Company is providing similar Agreements to certain
other employees of the Company. The form of the Agreements for these other
employees is attached to this Form 8-K as Exhibit 10.3.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired:
Not applicable
(b) Pro-forma financial information:
Not applicable
(c) Exhibits:
10.1 Change in Control Agreement between M.D.C. Holdings,
Inc. and Paris G. Reece III effective January 26, 1998.
10.2 Change in Control Agreement between M.D.C. Holdings,
Inc. and Michael Touff effective January 26, 1998.
10.3 Form of Change in Control Agreement between M.D.C.
Holdings, Inc. and certain employees of the M.D.C. Holdings,
Inc.
M.D.C. HOLDINGS, INC.
By:/s/ Paris G. Reece III
----------------------------
Paris G. Reece III
Senior Vice President and
Dated: March 25, 1998 Chief Financial Officer