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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUGUST 13, 2001
Date of Report
(Date of earliest event reported)
THE RYLAND GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
MARYLAND 001-08029 52-849948
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(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
24025 PARK SORRENTO, SUITE 400, CALABASAS, CALIFORNIA 91302
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(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code: (818) 223-7500
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
OFFERING OF 8% SENIOR NOTES DUE 2006
On August 16, 2001, The Ryland Group, Inc. (the "Company") sold
$100 million aggregate principal amount of its 8% Senior Notes due 2006 (the
"Notes"). The Company received net proceeds of approximately $99.03 million from
this offering, before offering expenses. The Company expects to use these
proceeds to redeem all of its $100 million 10 1/2% Senior Notes due 2006. The
Company expects that any additional amounts required to redeem the 10 1/2%
Senior Notes due 2006 will be paid from its working capital.
The Company will pay interest on the Notes on February 15 and
August 15 of each year, commencing on February 15, 2002. The Notes will mature
on August 15, 2006. The Company may not redeem the Notes prior to their maturity
on August 15, 2006.
The Notes were issued under an indenture with The Chase Manhattan
Bank, as trustee, dated June 28, 1996. The underwriting agreement and terms
agreement under which the Company sold the Notes, the form of the Notes and the
indenture under which the Notes were issued, are all filed or incorporated by
reference as exhibits to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
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1.1 Underwriting Agreement Basic Provisions dated July
2, 1996 (incorporated by reference to Form 8-K filed
July 2, 1996).
1.2 Terms Agreement dated August 13, 2001, between the
Company and the Underwriters named therein.
4.1 Indenture dated June 28, 1996, between the Company
and The Chase Manhattan Bank, as trustee (incorporated
by reference to Form S-3 (No. 333-03791) filed May
15, 1996).
4.2 Form of 8% Senior Notes due 2006.
25.1 Statement of Eligibility of The Chase Manhattan
Bank to act as trustee under the Indenture
(incorporated by reference Form S-3 (No. 333-58208)
filed April 3, 2001).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE RYLAND GROUP, INC.
Date: August 16, 2001 By: /s/ Timothy J. Geckle
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Timothy J. Geckle
Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit Number Description
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1.1 Underwriting Agreement Basic Provisions dated July 2, 1996 (incorporated by
reference to Form 8-K filed July 2, 1996).
1.2 Terms Agreement dated August 13, 2001, between the Company and the Underwriters
named therein.
4.1 Indenture dated June 28, 1996, between the Company and The Chase Manhattan Bank,
as trustee (incorporated by reference to Form S-3 (No. 333-03791) filed May 15,
1996).
4.2 Form of 8% Senior Notes due 2006.
25.1 Statement of Eligibility of The Chase Manhattan Bank to act as trustee under the
Indenture (incorporated by reference Form S-3 (No. 333-58208) filed April 3,
2001).