As Filed with the Securities and Exchange Commission on January 28, 1998
Registration No. 333-36631
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
M.D.C. Holdings, Inc.
Co-Registrants are listed after the cover page.
(Exact name of registrant as specified in charter)
Delaware 84-0622967
(State or other jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or organization)
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 offices)
Daniel S. Japha, Esq. Copy to:
Secretary and General Counsel - Corporate Nick Nimmo, Esq.
M.D.C. Holdings, Inc. Holme Roberts & Owen LLP
3600 S. Yosemite Street, Suite 900 1700 Lincoln Street, Suite 4100
Denver, Colorado 80237 Denver, Colorado 80203
(303) 773-1100 (303) 861-7000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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, other than securities offered in connection with
dividend or interest reinvestment plans, 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement from 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. / /
The following subsidiaries of Registrant may guarantee the Debt
Securities and are Co-Registrants under this Registration Statement.
Jurisdiction of
Name of Incorporation I.R. S. Employer
Co-Registrant or Organization Identification No.
------------- --------------- ------------------
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
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
Item 16. Exhibits.
Exhibit Number Description of Documents
- - -------------- ------------------------
1.1 Underwriting Agreement
4.1 Form of Certificate for shares of the
Company's common stock (incorporated
herein by reference to Exhibit 4.1 of
the Company's Registration Statement on
Form S-3, Registration No. 33-426). *
4.2(a) Senior Indenture dated January 28, 1998,
by and between M.D.C. Holdings, Inc.
and U.S. Bank National Association, 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 Statement re computation of earnings to
fixed charges. **
23.1 Consent of Price Waterhouse LLP. **
23.2 Consent of Holme Roberts & Owen LLP
(included in Exhibit 5.1).
24 Power of attorney (included on the
signature pages of the original filing
of Form S-3).
25.1 Statement of Eligibility of Trustee;
Form T-1.
- - -------------------
* Incorporated herein by reference.
** Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, M.D.C. Holdings, Inc. and the Co-Registrants named below certify
that they have reasonable grounds to believe that they meet all of the
requirements for filing on Form S-3 and have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 28th day of
January, 1998.
M.D.C. HOLDINGS, INC.
By: /s/ Paris G. Reece III
---------------------------
Paris G. Reece III
Senior Vice President
CO-REGISTRANTS:
RICHMOND AMERICAN HOMES OF CALIFORNIA,
INC.
RICHMOND AMERICAN HOMES OF MARYLAND,
INC.
RICHMOND AMERICAN HOMES OF NEVADA, INC.
RICHMOND AMERICAN HOMES OF VIRGINIA, INC.
By: /s/ Paris G. Reece III
----------------------------
Paris G. Reece III
Executive Vice President
RICHMOND AMERICAN HOMES OF ARIZONA, INC.
RICHMOND AMERICAN HOMES OF COLORADO,
INC.
By: /s/ Paris G. Reece III
----------------------------
Paris G. Reece III
Vice President
II-2
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 and on the date indicated.
REGISTRANT OFFICERS AND DIRECTORS
Principal Executive Officer:
*
---------------------------
Larry A. Mizel,
Chairman of the Board of Directors,
President and Chief Executive Officer
Chief Operating Officer:
*
---------------------------
David D. Mandarich,
Director, Executive Vice President -
Real Estate and Chief Operating Officer
Principal Financial and Accounting Officer:
*
---------------------------
Paris G. Reece III,
Senior Vice President,
Chief Financial Officer and
Principal Accounting Officer
II-3
Other Directors:
*
------------------------------
Steven J. Borick
*
------------------------------
Gilbert Goldstein
*
------------------------------
William B. Kemper
*
------------------------------
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.
Principal Executive, Financial and
Accounting Officer:
*
---------------------------
Paris G. Reece III,
Executive Vice President, Director
RICHMOND AMERICAN HOMES OF ARIZONA, INC.
Principal Executive, Financial and
Accounting Officer:
*
---------------------------
Paris G. Reece III,
Vice President, Treasurer, Director
II-4
RICHMOND AMERICAN HOMES OF COLORADO,
INC.
Principal Executive Officer:
*
---------------------------
David D. Mandarich,
Chairman of the Board of Directors,
President
Principal Financial and Accounting
Officer:
*
---------------------------
Paris G. Reece III,
Vice President
Other Directors:
*
-----------------------------
Steven J. Borick
*
-----------------------------
Larry A. Mizel
- - --------------------------------------
* By Daniel S. Japha, Attorney-in-Fact