SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 25, 2002
M.D.C. Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-8951 | 84-0622967 | ||
| (State or other | (Commission | (IRS Employer | ||
| jurisdiction of | File Number) | Identification #) | ||
| incorporation) |
3600 South Yosemite Street, Suite 900, Denver, CO 80237
(Address of Principal Executive Office)
(303) 773-1100
(Registrant’s telephone number, including area code)
ITEM 5. OTHER EVENTS
In connection with the offering of $150,000,000 of the Registrant’s 7% Senior Notes due 2012:
1. On November 25, 2002, the Registrant and certain of its subsidiaries entered into an Underwriting Agreement, a form of which is attached as Exhibit 1.1 to this Current Report on Form 8-K.
2. On December 3, 2002, the Registrant entered into an Indenture and the Registrant and certain of its subsidiaries entered into a Supplemental Indenture, forms of which are attached as Exhibit 4.2(a) and 4.3, respectively, to this Current Report on Form 8-K.
3. Holme Roberts & Owen LLP provided the Registrant with the legal opinion attached as Exhibit 5.1 to this Current Report on Form 8-K.
ITEM 7. EXHIBITS
| Exhibit No. | Description | |
| 1.1 | Form of Underwriting Agreement dated November 25, 2002, by and among the Registrant, M.D.C. Land Corporation, RAH of Texas, LP, RAH Texas Holdings, LLC, Richmond American Construction, Inc., Richmond American Homes of Arizona, Inc., Richmond American Homes of California, Inc., Richmond American Homes of California (Inland Empire), Inc., Richmond American Homes of Colorado, Inc., Richmond American Homes of Maryland, Inc., Richmond American Homes of Nevada, Inc., Richmond American Homes of Texas, Inc., Richmond American Homes of Utah, Inc., Richmond American Homes of Virginia, Inc., Richmond American Homes of West Virginia, Inc. and Salomon Smith Barney Inc., Banc One Capital Markets, Inc. and Wachovia Securities, Inc., as representatives of the several Underwriters. | |
| 4.2(a) | Form of Indenture dated as of December 3, 2002, by and among MDC and U.S. Bank National Association. | |
| 4.3 | Form of Supplemental Indenture dated as of December 3, 2002, by and among MDC, M.D.C. Land Corporation, RAH of Texas, LP, RAH Texas Holdings, LLC, Richmond American Construction, Inc., Richmond American Homes of Arizona, Inc., Richmond American Homes of California, Inc., Richmond American Homes of California (Inland Empire), Inc., Richmond American Homes of Colorado, Inc., Richmond American Homes of Maryland, Inc., Richmond American Homes of Nevada, Inc., Richmond American Homes of Texas, Inc., Richmond American Homes of Utah, Inc., Richmond American Homes of Virginia, Inc., Richmond |
| Exhibit No. | Description | |
| American Homes of West Virginia, Inc., any Subsidiary (as defined in such Supplemental Indenture) of MDC that executes and delivers a guarantee of the Notes (as defined in such Supplemental Indenture), and U.S. Bank National Association (including without limitation the form of 7.0% Senior Notes due 2012 and form of Guarantee appended to such Supplemental Indenture). | ||
| 5.1 | Opinion of Holme Roberts & Owen LLP. |
SIGNATURES
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.
| M.D.C. HOLDINGS, INC. | ||||||
| Dated: | December 3, 2002 | By: | /s/ Joseph H. Fretz | |||
| Joseph H. Fretz Secretary and Corporate Counsel |
||||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 1.1 | Form of Underwriting Agreement dated November 25, 2002, by and among the Registrant, M.D.C. Land Corporation, RAH of Texas, LP, RAH Texas Holdings, LLC, Richmond American Construction, Inc., Richmond American Homes of Arizona, Inc., Richmond American Homes of California, Inc., Richmond American Homes of California (Inland Empire), Inc., Richmond American Homes of Colorado, Inc., Richmond American Homes of Maryland, Inc., Richmond American Homes of Nevada, Inc., Richmond American Homes of Texas, Inc., Richmond American Homes of Utah, Inc., Richmond American Homes of Virginia, Inc., Richmond American Homes of West Virginia, Inc. and Salomon Smith Barney Inc., Banc One Capital Markets, Inc. and Wachovia Securities, Inc., as representatives of the several Underwriters. | |
| 4.2(a) | Form of Indenture dated as of December 3, 2002, by and among MDC and U.S. Bank National Association. | |
| 4.3 | Form of Supplemental Indenture dated as of December 3, 2002, by and among MDC, M.D.C. Land Corporation, RAH of Texas, LP, RAH Texas Holdings, LLC, Richmond American Construction, Inc., Richmond American Homes of Arizona, Inc., Richmond American Homes of California, Inc., Richmond American Homes of California (Inland Empire), Inc., Richmond American Homes of Colorado, Inc., Richmond American Homes of Maryland, Inc., Richmond American Homes of Nevada, Inc., Richmond American Homes of Texas, Inc., Richmond American Homes of Utah, Inc., Richmond American Homes of Virginia, Inc., Richmond American Homes of West Virginia, Inc., any Subsidiary (as defined in such Supplemental Indenture) of MDC that executes and delivers a guarantee of the Notes (as defined in such Supplemental Indenture), and U.S. Bank National Association (including without limitation the form of 7.0% Senior Notes due 2012 and form of Guarantee appended to such Supplemental Indenture). | |
| 5.1 | Opinion of Holme Roberts & Owen LLP. |