SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
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
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 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):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
(5) Total fee paid:
[_] 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.:
(3) Filing Party:
(4) Date Filed:
Notes:
STANDARD PACIFIC CORP.
1565 West MacArthur Boulevard
Costa Mesa, California 92626
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 13, 1999
The 1999 Annual Meeting of Stockholders of Standard Pacific Corp. (the
"Company") will be held at the Company's new home community model complex,
Lucera at Bonita Canyon, located at 30 Valerio, Newport Beach, California
92612, on May 13, 1999 at 10:30 A.M., local time, for the following purposes:
(1) To elect three directors constituting Class II of the Board of
Directors to hold office for a three-year term; and
(2) To transact such other business as may properly come before the meeting
and any postponement or adjournment thereof.
The close of business on March 25, 1999 has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
receive notice of and to vote at the Annual Meeting and any and all
postponements and adjournments thereof.
In order to constitute a quorum for the conduct of business at the Annual
Meeting, it is necessary that holders of a majority of all outstanding shares
of Common Stock be present in person or be represented by proxy. Your
attention is invited to the accompanying Proxy Statement. To assure your
representation at the Annual Meeting, please date, sign and mail the enclosed
Proxy for which a return envelope is provided. Stockholders who attend the
Annual Meeting may vote in person even though they have previously mailed
their proxy. Also, for your convenience, the Company now offers to its
shareholders telephone and Internet voting, 24 hours a day, 7 days a week.
Please follow the instructions printed on the enclosed proxy card.
We would like to extend an invitation to our shareholders to view the Lucera
at Bonita Canyon models prior to our Annual Meeting beginning at 9:30 A.M.,
local time.
By Order of the Board of Directors
CLAY A. HALVORSEN
Secretary
Costa Mesa, California
April 1, 1999
PROXY STATEMENT
STANDARD PACIFIC CORP.
1565 West MacArthur Boulevard
Costa Mesa, California 92626
ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1999
GENERAL INFORMATION
This Proxy Statement is being mailed on or about April 1, 1999 in connection
with the solicitation on behalf of the Board of Directors of Standard Pacific
Corp., a Delaware corporation (the "Company"), of proxies for use at the
Annual Meeting of Stockholders of the Company to be held on Thursday, May 13,
1999, at the Company's new home community model complex, Lucera at Bonita
Canyon, located at 30 Valerio, Newport Beach, California, 92612, at 10:30
A.M., local time, and at any and all postponements and adjournments thereof.
The entire cost of solicitation of proxies will be borne by the Company,
including expenses in connection with preparing, assembling and mailing the
proxy solicitation materials and all papers accompanying them. The Company may
reimburse brokers or persons holding stock in their names or in the names of
their nominees for their expenses in sending proxies and proxy material to
beneficial owners. In addition to solicitation by mail, certain officers,
directors and regular employees of the Company, who will receive no extra
compensation for their services, may solicit proxies by telephone, telegraph,
telecopy, e-mail or personally. The Company has engaged ChaseMellon
Shareholder Services, L.L.C. to assist in the solicitation of proxies. The fee
for such services will be approximately $4,000 plus reasonable expenses.
RECORD DATE AND VOTING
All voting rights are vested exclusively in the holders of the Company's
common stock, par value $.01 per share (the "Common Stock"). Only stockholders
of record as of the close of business on March 25, 1999 are entitled to
receive notice of and to vote at the meeting.
The persons named in the accompanying proxy card will vote shares
represented by all valid proxies in accordance with the instructions contained
thereon. In the absence of instructions, shares represented by properly
completed proxies will be voted in favor of the election of the Class II
directors of the Company designated hereinafter as nominees (see "Election of
Directors" at page 2 of this proxy statement). Any stockholder may revoke his
or her proxy at any time prior to its use by writing to the Secretary of the
Company, by voting again via mail, telephone or the internet, or by attending
the meeting and casting his or her vote in person. A stockholder's last vote
will be the vote that is counted.
As of March 1, 1999, the Company had outstanding a total of 29,637,480
shares of Common Stock, each share of which is entitled to one vote. The
presence, either in person or by proxy, of persons entitled to vote a majority
of the outstanding Common Stock is necessary to constitute a quorum for the
transaction of business at the Annual Meeting.
Votes cast by proxy or in person at the Annual Meeting will be counted by
the persons appointed by the Company to act as election inspectors for the
meeting. The election inspectors will treat abstentions as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum and as votes against any matter submitted to the shareholders for a
vote. Abstentions will have no effect on the election of directors, however,
such election being by a plurality vote.
The election inspectors will treat broker non-votes as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. However, for purposes of determining the outcome of any matter as to
which the broker or nominee has physically indicated on the proxy or indicated
electronically that it does not have discretionary authority to vote, those
shares will be treated as not present and not entitled to vote with respect to
that matter (even though those shares are considered entitled to vote for
quorum purposes and may be entitled to vote on other matters). Under such
circumstances, the broker non-vote will have no effect on the outcome of such
matter.
Stockholders can simplify their voting by calling 1-800-OK2-VOTE (1-800-652-
8683) or voting via the Internet at http://www.vote-by-net.com. Telephone and
Internet voting is available 24 hours a day, 7 days a week. Telephone and
Internet voting information is provided on the proxy card. Control numbers,
located immediately above the electronic voting instructions on the proxy
cards, are designed to verify stockholders' identities and allow them to vote
their shares and confirm that their voting instructions have been properly
recorded.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, each of the classes
having three directors (subject to vacancies) and only one class being elected
each year. In 1999, three directors are to be elected for a term of three
years or until the election and qualification of their respective successors.
The Board of Directors has nominated the following persons for election as
directors: Stephen J. Scarborough, Douglas C. Jacobs and Larry McNabb. Mr.
Scarborough has been a director since May 1996 and has served the Company in
various capacities since 1981, including currently as its President. Mr.
Jacobs has served as a director since May 1998, when he was appointed by the
Board of Directors to fill an existing vacancy. Mr. McNabb does not currently
serve on the Board of Directors.
Directors will be elected by a plurality of the votes of the shares present
and entitled to vote at the Annual Meeting (assuming the presence of a
quorum). Unless instructed otherwise, the persons named on the accompanying
form of proxy will vote all proxies received by them in favor of election of
the three nominees named above. The Board of Directors of the Company does not
contemplate that any of its proposed nominees listed above will become
unavailable for any reason, but if such unavailability should occur before the
Annual Meeting, proxies will be voted for another nominee selected by the
Board of Directors.
2
The information set forth below as to each nominee has been furnished by the
nominee:
Period Served as Director or
Executive
Officer of the Company and Other
Name and Present Business
Position, Class of Term Experience During the Past Five
if any, with the Company Age Director Expires Years
------------------------ --- -------- ------- --------------------------------
Stephen J. Scarborough.. 50 Class II 2002 Director since May 1996 and
President of the
President Company since October 1996. Mr.
Scarborough
served as Executive Vice
President of the Company
from January 1996 until October
1996. Prior to this
and since 1981, Mr. Scarborough
was President of
the Company's Orange County,
California
residential homebuilding
division.
Douglas C. Jacobs(1).... 58 Class II 2002 Director since May 1998. Vice
President of Finance
and Treasurer of the Cleveland
Browns, a
professional football team,
since February 1999.
Mr. Jacobs served as the
Executive Vice President
of GUCCI timepieces (America)
Inc. from
December 1997 to January 1999
and as President of the Severin
Group (dba GUCCI timepieces)
from April 1996 to November
1997. Prior to April 1996,
Mr. Jacobs was a Partner of
Arthur Andersen LLP. He is also
currently a director of White
Cap Industries, a retailer of
specialty tools and materials
to professional contractors.
Larry McNabb............ 50 Class II 2002 President of Vicor Financial
Services, an information
technologies consulting and
engineering firm, since
April 1998 and Chief Executive
Officer of Primary
Payment Systems, a payments
risk management
company, since August 1997.
From August 1996
until March 1998, Mr. McNabb
was also an
independent consultant to the
financial industry.
Prior to this time, and for a
period of eleven years,
he served Bank of America in
various capacities,
including as Group Executive
Vice President in
charge of global payments from
January 1995 to
August 1996 and as Chief
Executive Officer of
Bank of America Texas from
October 1992 to
January 1995.
- - --------
(1)Member of the Audit Committee of the Board of Directors.
3
The following table sets forth certain pertinent information with respect to
the other directors of the Company. All references to the "Company" herein
refer to Standard Pacific Corp. and its predecessors. The officers of the
Company are elected annually and serve at the discretion of the Board of
Directors.
Name and Present Period Served as Director or Executive
Position, Class of Term Officer of the Company and Other Business
if any, with the Company Age Director Expires Experience During the Past Five Years
- - ------------------------ --- --------- ------- -------------------------------------------------------
Arthur E. Svendsen(3)... 75 Class I 2001 Director, Chairman of the Board and Chief Executive
Chairman of the Board Officer of the Company since 1961.
and Chief Executive
Officer
Dr. James L. Doti(2)(3) 52 Class I 2001 Director since May 1995. President of Chapman
University since 1991 and professor of economics
since 1974. Dr. Doti founded the University's
center for Economic Research in 1978. He is also
a director of First American Financial Corporation,
a financial services company, Fleetwood
Enterprises, Inc., a producer of manufactured
housing and recreational vehicles, and Remedy
Temp., Inc., a provider of temporary staffing
services.
Keith D. Koeller(1) .... 42 Class I 2001 Director since May 1995. Since 1986, Mr. Koeller
has served as a Partner of the law firm of Mower,
Koeller, Nebeker, Carlson & Haluck.
Ronald R. Foell(1)...... 70 Class III 2000 Director since 1967 and President of the
Company from 1969 until October 1996.
Robert J. St. Lawrence.. 72 Class III 2000 Director since 1961, Vice President-Finance and
Treasurer of the Company from 1961 through
1987 and Secretary from 1976 through 1987.
Mr. St.Lawrence is currently a private investor.
Donald H. Spengler(2)... 72 Class III 2000 Director of the Company since 1962. Since
January 1981, Mr. Spengler has been a private
investor managing his own properties and
investments.
- - --------
(1) Member of the Audit Committee of the Board of Directors.
(2) Member of the Compensation Committee of the Board of Directors.
(3) Member of the Nominating Committee of the Board of Directors.
4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 1, 1999
regarding ownership of the Company's shares of Common Stock by (i) nominees
for director, (ii) all directors and executive officers, (iii) all directors
and executive officers as a group, and (iv) the beneficial owners of more than
5% of the Company's Common Stock based upon information received from such
persons:
Amount and
Nature of Percent of
Name of Beneficial Outstanding
Beneficial Owner Ownership Shares
---------------- ---------- -----------
Arthur E. Svendsen............................. 2,800,000(1) 9.4%
Stephen J. Scarborough......................... 269,500(2) *
Andrew H. Parnes............................... 59,470(3) *
Clay A. Halvorsen.............................. 10,001(4) *
Dr. James L. Doti.............................. 10,000(5) *
Ronald R. Foell................................ 443,124(6) 1.5%
Douglas C. Jacobs.............................. 0 *
Keith D. Koeller............................... 7,000(7) *
William H. Langenberg.......................... 17,000(8) *
Larry McNabb................................... 0 *
Robert J. St.Lawrence.......................... 7,814(9) *
Donald H. Spengler............................. 1,064,635(10) 3.6%
Directors and Executive Officers
As a Group (11 persons)....................... 4,688,544 15.8%
- - --------
* Less than one percent
(1) Does not include 30,000 shares held beneficially and of record by Martha
Ann Svendsen, Mr. Svendsen's wife and 25,000 shares held beneficially and
of record by trusts set up for Mr. Svendsen's grandchildren. The business
address of Mr. Svendsen is 1565 West MacArthur Boulevard, Costa Mesa,
California 92626.
(2) Includes 200,500 shares subject to options held by Mr. Scarborough which
are exercisable within 60 days.
(3) Includes 54,990 shares subject to options held by Mr. Parnes which are
exercisable within 60 days.
(4) Includes 10,001 shares subject to options held by Mr. Halvorsen which are
exercisable within 60 days.
(5) Includes 7,000 shares subject to options held by Mr. Doti which are
exercisable within 60 days.
(6) Includes 7,000 shares subject to options held by Mr. Foell which are
exercisable within 60 days.
(7) Includes 7,000 shares subject to options held by Mr. Koeller which are
exercisable within 60 days.
(8) Includes 7,000 shares subject to options held by Mr. Langenberg which are
exercisable within 60 days.
(9) Includes 7,000 shares subject to options held by Mr. St.Lawrence which
are exercisable within 60 days.
(10) Includes 7,000 shares subject to options held by Mr. Spengler which are
exercisable within 60 days.
5
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
Committees of the Board of Directors and Attendance
During 1998, the Board of Directors had standing Audit, Compensation and
Nominating Committees.
Audit Committee: The functions of the committee are to recommend to the
Board of Directors the selection of the Company's independent auditors and to
review and approve the scope of the audit, the results of the audit and the
fees charged for audits. The committee held two meetings during 1998.
Compensation Committee: The main functions of the committee are to review
and recommend compensation levels of persons designated as executive officers
by the Board of Directors and to review and recommend stock options and other
related matters pertaining to the executive officers. Additionally, the
committee administers the Company's 1991 Employee Stock Incentive Plan and
1997 Stock Incentive Plan (together, the "Plans") and, subject to the
provisions of the Plans, selects the employees to receive awards and
determines the terms and conditions of such awards. The Compensation Committee
held two meetings during 1998.
Nominating Committee: The main functions of the committee are to review and
recommend candidates to fill vacancies on the Board of Directors, to recommend
the slate of directors to be nominated by the Board for election by the
stockholders at the annual meeting of stockholders and to review and make
recommendations to the Board on management succession relating to the
selection of the Chief Executive Officer and other executive officer
positions. The Nominating Committee will consider proposals for nomination
from stockholders that are made in writing to the Secretary, that are timely
and that contain sufficient background information concerning the nominee to
enable proper judgment to be made as to his or her qualifications. The
Nominating Committee held one meeting during 1998.
Board of Directors Meetings and Compensation
During 1998, the Company's Board of Directors held five meetings in addition
to the Committee meetings discussed above. Each of the directors attended at
least 75% of the total number of meetings of the Board of Directors and
Committees on which he served.
Non-management directors of the Company receive an annual fee of $12,000
payable in quarterly installments and receive $500 for each Board meeting and
annual stockholders meeting attended. In addition, each non-management
director who is a member of a committee of the Board of Directors receives
$500 for each committee meeting attended or $750 if he or she is the chairman
of a committee.
During 1998, each non-management director of the Company received a grant of
options to purchase 2,000 shares of Common Stock of the Company. Mr. Jacobs
received a grant of options to purchase 5,000 shares of Common Stock of the
Company upon his selection to the Board in May 1998. Each option vests one
year after the date of grant and is exercisable at the fair market value of
the Common Stock on the date of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee for the 1998 calendar year consisted of
the following members of the Board of Directors: William H. Langenberg,
Chairman; Dr. James L. Doti and Keith D. Koeller. Mr. Langenberg formerly was
the President of the Company's Northern California Division from 1971 to 1985.
Mr. Doti, elected to the Board in 1995, is President of Chapman University and
a professor of economics. Mr. Koeller, elected to the Board in 1995, is a
partner of a law firm which provides services to the Company.
6
EXECUTIVE COMPENSATION
The following table summarizes the total compensation of the Company's
executive officers for 1998, as well as the total compensation paid to each
such individual for the two previous years.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation(A) Awards
---------------------- ------------------
Securities All Other
Name and Principal Salary Bonus(B) Underlying Options Compensation(C)
Position Year ($) ($) (#) ($)
------------------ ---- ------- --------- ------------------ ---------------
Arthur E. Svendsen...... 1998 402,400 1,175,281 -- 5,200
Chief Executive Officer 1997 356,190 682,208 -- 5,200
1996 335,321 209,975 -- 5,300
Stephen J. Scarborough.. 1998 403,600 1,975,289 195,000 5,500
President 1997 256,378 1,006,474 100,000 5,500
1996 203,600 364,344 280,000 5,600
Andrew H. Parnes........ 1998 204,200 210,000 72,000 5,500
Vice President-Finance, 1997 166,654 120,000 30,000 5,500
Treasurer and Chief 1996 116,200 60,000 15,000 5,200
Financial Officer
Clay A. Halvorsen....... 1998 204,200 100,000 70,000 5,500
Vice President,
General Counsel and
Secretary (D)
- - --------
(A) The amount of perquisites and other personal benefits received by each of
the executive officers for the years indicated did not exceed the lesser
of $50,000 or 10 percent of the individual's total of annual salary and
bonus for the year, which represents the threshold reporting requirement.
(B) Bonuses represent amounts earned for each year but paid in the subsequent
year.
(C) Includes Company contributions to the Company's 401(k) retirement plan
which amounted to $5,000 per year. The balance of this amount, after
deducting the Company's 401(k) contributions, represents premiums on life
insurance coverage paid by the Company.
(D) Mr. Halvorsen joined the Company in January 1998.
7
The following table summarizes option grants to the Company's executive
officers for 1998 and the potential realizable value at certain assumed rates
of stock price appreciation for the option term:
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
--------------------------------------------
Number of Potential Realizable Value
Securities % of Total at Assumed Annual Rate
Underlying Options Exercise of Stock Price Appreciation
Options Granted to or Base for Option Term(D)
Granted Employees in Price Expiration ---------------------------
Name (#)(A,B) Fiscal Year ($/Sh)(C) Date 5%($) 10%($)
---- ---------- ------------ --------- ---------- ------------ --------------
Arthur E. Svendsen...... -- -- -- -- -- --
Stephen J. Scarborough.. 75,000 5.5% $17.00 2008 $ 801,841 $ 2,032,022
120,000 8.7% $12.00 2008 $ 905,608 $ 2,294,989
Andrew H. Parnes........ 22,000 1.6% $17.00 2008 $ 235,207 $ 596,060
50,000 3.6% $12.00 2008 $ 377,337 $ 956,245
Clay A. Halvorsen....... 30,000 2.2% $17.00 2008 $ 320,736 $ 812,809
40,000 2.9% $12.00 2008 $ 301,869 $ 764,996
(A) The 75,000 stock options granted to Mr. Scarborough in 1998 vest and
become exercisable in increments of 50% per year beginning January 27,
1999. The 120,000 stock options granted to Mr. Scarborough in 1998 vest
and become exercisable in increments of 25% per year beginning September
3, 2000. The 22,000 stock options granted to Mr. Parnes in 1998 vest and
become exercisable in increments of 50% per year beginning January 27,
1999. The 50,000 stock options granted to Mr. Parnes in 1998 vest and
become exercisable in increments of 25% per year beginning September 3,
2000. The 30,000 stock options granted to Mr. Halvorsen in 1998 vest and
become exercisable in increments of 33% per year beginning January 27,
1999. The 40,000 stock options granted to Mr. Halvorsen in 1998 vest and
become exercisable in increments of 25% per year beginning September 3,
2000.
(B) All options were granted for a term of 10 years, subject to earlier
termination in certain events related to termination of employment. Under
the terms of the Company's 1997 Stock Incentive Plan, the compensation
committee retains discretion, subject to plan limits, to modify the terms
of outstanding options and to reprice the options.
(C) The options were granted at the closing market price for the Company's
Common Stock as reported in The Wall Street Journal for the date of
grant. The exercise price and tax withholding obligations, if any, may be
paid by delivery of already owned shares or by offset of the underlying
shares, subject to certain conditions.
(D) Potential gains are net of the option exercise price, but before taxes
associated with exercise.
8
FISCAL YEAR-END OPTIONS OUTSTANDING
The following table shows the number of unexercised options previously
granted to the executive officers which were exercisable and unexercisable at
December 31, 1998. No options were exercised by the executive officers during
1998.
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options
December 31, 1998(#) at December 31, 1998
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
---- ---------------------- ---------------------
Arthur E. Svendsen.......... -- --
Stephen J. Scarborough...... 169,000/430,000 $1,130,500/$1,698,750
Andrew H. Parnes............ 43,990/92,000 $ 242,368/$ 171,250
Clay A. Halvorsen........... -- /70,000 $ -- /$ 85,000
CERTAIN TRANSACTIONS
Arthur E. Svendsen, the Chairman of the Board and Chief Executive Officer of
the Company, has leased to the Company approximately 24,000 square feet of
office and manufacturing space located in Costa Mesa, California. Pursuant to
this lease, the Company made rental payments of approximately $84,000 to Mr.
Svendsen for the 1998 calendar year.
THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE GRAPH
THAT APPEARS IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE DEEMED TO BE
SOLICITING MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR
INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.
REPORT OF THE COMPENSATION COMMITTEE
To: The Board of Directors
As members of the Compensation Committee for the 1998 calendar year, we are
responsible for reviewing and recommending compensation levels of persons
designated as executive officers by the Board of Directors and reviewing and
recommending stock option grants and other related compensation matters
pertaining to the executive officers.
Overall Executive Compensation Philosophy
The compensation philosophy of the Company, which is endorsed by the
Compensation Committee, is that a substantial portion of the annual
compensation of each executive officer should be based upon the performance of
the Company and a subjective evaluation of the contribution to that
performance made by each executive officer. The performance related component
of the Chief Executive Officer's and President's compensation is contingent
upon the pretax operating results of the Company or of one or more of its
business units pursuant to the Company's Amended and Restated Management
Incentive Bonus Plan (the "Bonus Plan").
The Compensation Committee further believes executive compensation should
attract and retain key employees and provide incentives to assist the Company
in achieving strategic and financial goals which should ultimately enhance the
value of the Company's stock.
In that regard, executive compensation consists of three components: (i)
base salary, (ii) annual bonus based on the results of operations of the
Company and its operating subsidiaries, and (iii) longer-term incentives
through the award of stock options under the Company's stock option plans.
9
In general, when compared to other publicly-held companies in the
homebuilding industry, including those used in the comparison graph on page
12, the Compensation Committee believes that executives should receive a base
salary that is generally competitive with those paid by publicly-held
companies with consideration given to the executives' experience, duties and
responsibilities of those positions. The Compensation Committee believes the
contingent portion of the executives' compensation in the form of the annual
bonus based generally on the Company's operations or a business unit's pretax
operating results for the year is an important component of compensation for
the Chief Executive Officer and President.
To the extent readily determinable, and as one of the factors in its
consideration of compensation matters, the Compensation Committee considers
the anticipated tax treatment to the Company and to the executives of various
payments and benefits. Some types of compensation payments and their
deductibility (e.g. the difference between the option price and market price
of the Company's stock on the date of exercise of non-qualified options)
depend upon the timing of an executive's vesting or exercise of previously
granted rights. Further, interpretations of and changes in the tax laws and
other factors beyond the Compensation Committee's control also affect the
deductibility of compensation. For these and other reasons, the Compensation
Committee will not necessarily, and in all circumstances, limit executive
compensation to that deductible under Section 162(m) of the Internal Revenue
Code. For 1998, the salaries and bonuses paid to the executive officers were
fully deductible by the Company. The Compensation Committee will consider
various alternatives to preserve the deductibility of compensation payments
and benefits to the extent reasonably practicable and to the extent consistent
with its other compensation objectives.
The Company and the Compensation Committee currently do not endorse
employment contracts and, therefore, none of the current executive officers of
the Company is a party to an employment contract.
Annual Salary and Incentive Compensation Program
In reviewing the incentive compensation levels of the Chief Executive
Officer and the Company's three other executive officers during 1998, the
Compensation Committee has taken note of management's ability to achieve
certain strategic goals, identify and acquire parcels of land in key markets,
develop and design homes which respond to current market conditions, augment
and extend the maturity of the Company's bank credit facility, raise capital
from the public securities markets, and give overall management and strategic
direction to the Company's operations, all of which contribute to the
Company's prospects for the future.
In consideration of the Compensation Committee's policy of providing a
significant portion of executive officers' total compensation, when measured
over a longer term basis spanning a business cycle, through annual bonuses to
provide them with incentives to achieve the Company's financial and
operational goals and thereby increase shareholder value, the Compensation
Committee recommended and the Board of Directors approved the following base
salaries and bonuses (pursuant to the Bonus Plan) for the Chief Executive
Officer and President.
CEO and President Compensation
Base Salary
Mr. Svendsen's and Mr. Scarborough's base salaries (excluding their car
allowances) for 1999 were maintained at $400,000, the same level paid in 1998,
at their own request and based on the Committee's subjective evaluation of the
executives' performance, duties and responsibilities.
Bonus Plan
Under the Company's bonus formula for Mr. Svendsen set forth in the Bonus
Plan, Mr. Svendsen receives a bonus equal to 1.5% of the consolidated pre-tax
operating results of the Company as a whole. Pursuant to the formula, there is
no maximum bonus which may be earned by Mr. Svendsen. Under this formula,
which has been in place since 1978, Mr. Svendsen was awarded a bonus of
$1,175,281 for 1998.
10
Under the Company's bonus formula for Mr. Scarborough set forth in the Bonus
Plan, Mr. Scarborough receives a bonus equal to 2.5% of the pre-tax operating
results of the homebuilding and corporate segments of the Company. Pursuant to
the formula, Mr. Scarborough earned a bonus which amounted to $1,975,289 for
1998.
Other Executive Compensation
The salaries of Mr. Parnes and Mr. Halvorsen for 1999 were set at $235,000
and $225,000, respectively. The Bonus Plan excludes the positions of Vice
President--Finance and Vice President, General Counsel and Secretary. The
Compensation Committee prefers to award a discretionary bonus to these
executives. Mr. Parnes and Mr. Halvorsen received discretionary bonuses of
$210,000 and $100,000, respectively, for 1998.
Stock Option Plans
The Company does not offer a long-term cash incentive plan. To reward
executives on a long-term basis, stock options have been granted to provide an
important part of the equity link to shareholders. Options are granted at the
market value of the Company's stock on the date of grant and only have value
if the Company's stock price rises.
Mr. Svendsen has never been granted options under any of the Company's stock
option plans. In January 1998, Messrs. Scarborough, Parnes and Halvorsen were
granted options to purchase 75,000, 22,000 and 30,000 shares of Common Stock,
respectively. In September 1998, they received additional option grants to
purchase 120,000, 50,000 and 40,000 shares of Common Stock, respectively. All
of the foregoing option grants were made at exercise prices equal to the
Common Stock's closing price on the date of grant.
COMPENSATION COMMITTEE
William H. Langenberg
James L. Doti
Keith D. Koeller
December 16, 1998
11
COMPANY PERFORMANCE
The following graph shows a five-year comparison of cumulative total returns
to stockholders for the Company, the Standard & Poor's 500 Composite Stock
Index and the Dow Jones Industry Group--Home Construction.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL STOCKHOLDERS' RETURN
AMONG STANDARD PACIFIC CORP., STANDARD & POOR'S 500 COMPOSITE STOCK INDEX
AND DOW JONES INDUSTRY GROUP-HOME CONSTRUCTION*
[PERFORMANCE GRAPH APPEARS HERE]
Measurement Period STANDARD PACIFIC S&P DOW JONES
(Fiscal Year Covered) CORPORATION 500 INDEX INDUSTRY
- - --------------------- ----------- --------- --------
Measurement Pt-1993 $100 $100 $100
FYE 1994 $ 58 $101 $ 65
FYE 1995 $ 59 $139 $ 98
FYE 1996 $ 57 $171 $ 98
FYE 1997 $151 $229 $141
FYE 1998 $138 $294 $154
- - --------
* Cumulative total stockholders' return assumes dividend reinvestment.
The above graph is based upon Common Stock and index prices calculated as of
December 31 for each of the last five fiscal year-end periods. The Company's
December 31, 1998 closing Common Stock price was $14.125 per share. As of March
23, 1999 the Company's Common Stock closed at $12.00 per share. The stock price
performance of Standard Pacific Corp. Common Stock depicted in the graph above
represents past performance only and is not indicative of future performance.
12
INFORMATION CONCERNING AUDITORS
Arthur Andersen LLP., Independent Public Accountants have been the auditors
for the financial statements of the Company for each year since the year ended
December 31, 1968. A meeting of the Audit Committee will be held during the
year, at which time a recommendation will be made as to the selection of the
Company's auditors for the current fiscal year. Representatives of Arthur
Andersen LLP will be present at the 1999 Annual Meeting and they will be given
an opportunity to make a statement if they desire to do so and will be
available to respond to any appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS
Any eligible stockholder of the Company wishing to have a proposal
considered for inclusion in the Company's 2000 proxy solicitation materials
must set forth such proposal in writing and file it with the Secretary of the
Company on or before December 3, 1999. The Board of Directors of the Company
will review new proposals from eligible stockholders which it receives by that
date and will determine whether such proposals will be included in its 2000
proxy solicitation materials. A stockholder is eligible to present proposals
if he or she is the record or beneficial owner of at least one percent or
$2,000 in market value of securities entitled to be voted at the 2000 Annual
Meeting and have held such securities for at least one year, and he or she
continues to own such securities through the date on which the meeting is
held.
According to the Bylaws of the Company, in order for a stockholder proposal
to be properly brought before any meeting of the stockholders, the stockholder
must give notice of the proposal in writing to the Secretary of the Company
not less than ninety days in advance of the meeting or, if later, the seventh
day following the first public announcement of the date of the meeting.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The following report required under Section 16(a) of the Securities Exchange
Act of 1934, during or with respect to the fiscal year ended December 31,
1998, was not filed on a timely basis: a Form 4 reporting the grant on May 14,
1998 of an option to purchase 5,000 shares of Common Stock to Douglas C.
Jacobs.
FORM 10-K ANNUAL REPORT
Additionally, along with this proxy statement, the Company has provided each
stockholder entitled to vote, a copy of its Annual Report to Stockholders and
Annual Report on Form 10-K for the year ended December 31, 1998 (the "1998
Form 10-K") without the exhibits thereto. The Company will provide, without
charge, a copy of its 1998 Form 10-K, or a copy of the exhibits to its 1998
Form 10-K, upon the written request of any stockholder or beneficial owner of
Common Stock. Requests should be directed to Clay A. Halvorsen, Secretary,
Standard Pacific Corp., 1565 West MacArthur Boulevard, Costa Mesa, California
92626.
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Board of
Directors of the Company was not aware of any other matters which would be
presented for action at the Annual Meeting. Should any other matters properly
come before the meeting, action may be taken thereon pursuant to the proxies
in the form enclosed, which confer discretionary authority on the persons
named therein or their substitutes with respect to such matters.
By Order of the Board of Directors
Clay A. Halvorsen
Secretary
Costa Mesa, California
April 1, 1999
13
The Annual Meeting of Stockholders of
Standard Pacific Corp.
will be held at
Lucera at Bonita Canyon
30 Valerio
Newport Beach, California
on
May 13, 1999
10:30 A.M., Local Time
FROM LOS ANGELES: Take the 405 South exit Jamboree, turn right. Turn left on
MacArthur. Proceed to Bonita Canyon and turn left. Turn left on Mesa View and
proceed to the sales office.
FROM SAN DIEGO: Take the 405 North exit Jamboree, turn left. Turn left on
MacArthur. Proceed to Bonita Canyon and turn left. Turn left on Mesa View and
proceed to the sales office.
FROM JOHN WAYNE AIRPORT: Upon exiting the airport, turn right on MacArthur.
Proceed to Bonita Canyon and turn left. Turn left on Mesa View and proceed to
the sales office.
[MAP TO ANNUAL MEETING APPEARS HERE]
STANDARD PACIFIC CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
p OF THE COMPANY FOR THE ANNUAL MEETING MAY 13, 1999
R The undersigned, a stockholder of STANDARD PACIFIC CORP., a Delaware
corporation (the "Company"), acknowledges receipt of a copy of the Notice of
O Annual Meeting of Stockholders, the accompanying Proxy statement, the Annual
Report to Stockholders and the Company's Annual Report on Form 10-K for the
X year ended December 31, 1998; and, revoking any proxy previously given,
hereby constitutes and appoints Arthur E. Svendsen, Stephen J. Scarborough
Y and Andrew H.Parnes, and each of them, his, her or its true and lawful
agents and proxies with full power of substitution in each, to vote the
shares of Common Stock of the Company standing in the name of the
undersigned at the Annual Meeting of Stockholders of the Company to be held
at The Company's new home community model complex, "Lucera at Bonita
Canyon", 30 Valerio, Newport Beach, California, on Thursday, May 13, 1999 at
10:30 A.M., local time, and at any adjournment thereof, on all matters
coming before said meeting as set forth on the reverse hereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE OR VOTE BY INTERNET OR TELEPHONE.
See back page of the Proxy Statement for a map to "Lucera at Bonita Canyon".
SEE REVERSE
SIDE
- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE
The Annual Meeting of Stockholders of
Standard Pacific Corp.
Will be held at:
The Company's New Home
Community Model Complex
"Lucera at Bonita Canyon"
30 Valerio
Newport Beach, California
May 13, 1999
10:30 A.M., Local Time
Models Open
9:30 A.M., Local Time
[X] Please mark your
votes as in this
example.
- - --------------------------------------------------------------------------------
Unless otherwise specified, this proxy will be voted FOR the
election of directors
- - --------------------------------------------------------------------------------
FOR all nominees
listed at right WITHHOLD
(except as marked authority to vote for
to the contrary all nominees listed
below) at right
1. Election of
Three
Directors. [_] [_]
Nominees:
1. Douglas C. Jacobs 2. In their discretion, to transact such other
2. Larry McNabb business as may properly come before the
3. Stephen J. Scarborough meeting.
To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided below.
_______________________________________
- - --------------------------------------------------------------------------------
This proxy must be signed exactly as name
appears hereon. Executors,
administrators, trustees, etc. should
give the full title, as such. If the
stockholder is a corporation, a duly
authorized officer should sign on behalf
of the corporation and should indicate
his or her title.
_________________________________________
_________________________________________
SIGNATURE(S) DATE
- - --------------------------------------------------------------------------------
v FOLD AND DETACH HERE v
STANDARD PACIFIC CORP. -- ANNUAL MEETING -- MAY 13, 1999
STANDARD PACIFIC NOW OFFERS PHONE OR INTERNET VOTING
24 hours a day, 7 days a week
On a touch-tone phone, call toll-free 1-800-OK2-VOTE (outside the US and
Canada, call 201-324-0377). You will hear these instructions:
. Enter the last four digits from your social security number.
. Enter the control number from the box above, just below the
perforation.
. You will then have two options:
OPTION 1: To vote as the Board of Directors recommends on both
proposals; or
OPTION 2: To vote on each proposal separately.
. Your vote will be repeated to you and you will be asked to confirm
it.
Log onto the Internet and type: http://www.vote-by-net.com
. Have your proxy card ready and follow the instructions.
Your electronic vote authorizes the proxies named on the reverse of
this card to vote your shares to the same extent as if you marked,
signed, dated and returned the proxy card. If you choose to vote your
shares electronically, there is no need to mail back your proxy card.
Your vote is important. Thank you for voting.