-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lj7irSq4jgI/Jen1dzpIWlXhM88HYk0OXZEUei1RTPTXwqPnj32rnfJnzUhBfpRI vhpLyzMJcPeIT8a6jqsF+g== 0001035704-04-000511.txt : 20040907 0001035704-04-000511.hdr.sgml : 20040906 20040907110249 ACCESSION NUMBER: 0001035704-04-000511 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040907 DATE AS OF CHANGE: 20040907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDC LAND CORP CENTRAL INDEX KEY: 0001178810 IRS NUMBER: 840831548 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-18 FILM NUMBER: 041018042 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREEET STREET 2: STE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAH OF TEXAS LP CENTRAL INDEX KEY: 0001178811 IRS NUMBER: 810545696 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-17 FILM NUMBER: 041018041 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREEET STREET 2: STE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAH TEXAS HOLDINGS LLC CENTRAL INDEX KEY: 0001178812 IRS NUMBER: 352175328 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-16 FILM NUMBER: 041018040 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREEET STREET 2: STE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN CONSTRUCTION INC CENTRAL INDEX KEY: 0001178813 IRS NUMBER: 860540418 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-15 FILM NUMBER: 041018039 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREEET STREET 2: STE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES OF TEXAS INC CENTRAL INDEX KEY: 0001178815 IRS NUMBER: 752115660 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-13 FILM NUMBER: 041018037 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREEET STREET 2: STE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES OF UTAH INC CENTRAL INDEX KEY: 0001178816 IRS NUMBER: 020574838 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-12 FILM NUMBER: 041018036 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREEET STREET 2: STE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES OF WEST VIRGINIA INC CENTRAL INDEX KEY: 0001178817 IRS NUMBER: 542019401 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-11 FILM NUMBER: 041018035 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: STE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES OF PENNSYLVANIA INC CENTRAL INDEX KEY: 0001259028 IRS NUMBER: 02070159 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-08 FILM NUMBER: 041018032 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303 773 1100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES OF DELAWARE INC CENTRAL INDEX KEY: 0001259093 IRS NUMBER: 02070159 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-09 FILM NUMBER: 041018033 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE ST STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303 773 1100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES OF FLORIDA LP CENTRAL INDEX KEY: 0001259095 IRS NUMBER: 02070160 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-14 FILM NUMBER: 041018038 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE ST STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303 773 1100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES OF NEW JERSEY, INC CENTRAL INDEX KEY: 0001259096 IRS NUMBER: 020701583 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-01 FILM NUMBER: 041018025 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE ST STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303 773 1100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FORMER COMPANY: FORMER CONFORMED NAME: RICHMOND AMERICAN HOMES ONE INC DATE OF NAME CHANGE: 20030808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES TWO INC CENTRAL INDEX KEY: 0001259098 IRS NUMBER: 020701585 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-07 FILM NUMBER: 041018031 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE ST STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303 773 1100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES THREE INC CENTRAL INDEX KEY: 0001259099 IRS NUMBER: 020701586 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-06 FILM NUMBER: 041018030 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE ST STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303 773 1100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES FOUR INC CENTRAL INDEX KEY: 0001259100 IRS NUMBER: 020701587 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-05 FILM NUMBER: 041018029 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE ST STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303 773 1100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES FIVE INC CENTRAL INDEX KEY: 0001259101 IRS NUMBER: 020701590 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-04 FILM NUMBER: 041018028 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE ST STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303 773 1100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES SIX INC CENTRAL INDEX KEY: 0001259102 IRS NUMBER: 020701591 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-03 FILM NUMBER: 041018049 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE ST STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303 773 1100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES SEVEN INC CENTRAL INDEX KEY: 0001259103 IRS NUMBER: 020701593 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-02 FILM NUMBER: 041018027 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE ST STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303 773 1100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHARD AMERICAN HOMES OF ILLINOIS INC CENTRAL INDEX KEY: 0001259108 IRS NUMBER: 020701597 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-10 FILM NUMBER: 041018034 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303 773 1100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDC HOLDINGS INC CENTRAL INDEX KEY: 0000773141 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 840622967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319 FILM NUMBER: 041018024 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE ST STE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037731100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE ST STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES OF VIRGINIA INC CENTRAL INDEX KEY: 0000918978 IRS NUMBER: 540570445 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-21 FILM NUMBER: 041018045 BUSINESS ADDRESS: STREET 1: C/O MDC HOLDINGS INC STREET 2: 3600 SO YOSEMITE ST STE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037731100 MAIL ADDRESS: STREET 1: C/O MDC HOLDINGS INC STREET 2: 3600 SOUTH YOSEMITE STREET SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES OF NEVADA INC CENTRAL INDEX KEY: 0000918980 IRS NUMBER: 880227698 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-22 FILM NUMBER: 041018046 BUSINESS ADDRESS: STREET 1: C/O MDC HOLDINGS INC STREET 2: 3600 SO YOSEMITE ST STE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037731100 MAIL ADDRESS: STREET 1: C/O MDC HOLDINGS INC STREET 2: 3600 SOUTH YOSEMITE STREET SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES OF MARYLAND INC CENTRAL INDEX KEY: 0000918981 IRS NUMBER: 520814857 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-24 FILM NUMBER: 041018047 BUSINESS ADDRESS: STREET 1: 3600 SOUTH YOSEMITE STREET SUITE 900 STREET 2: C/O MDC HOLDINGS INC CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037731100 MAIL ADDRESS: STREET 1: C/O MDC HOLDINGS INC STREET 2: 3600 SOUTH YOSEMITE STREET SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES OF CALIFORNIA INC CENTRAL INDEX KEY: 0000918982 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 770084376 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-25 FILM NUMBER: 041018048 BUSINESS ADDRESS: STREET 1: C/O M D C HOLDINGS INC STREET 2: 3600 SOUTH YOSEMITE STREET SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037731100 MAIL ADDRESS: STREET 1: C/O MDC HOLDINGS INC STREET 2: 3600 SOUTH YOSEMITE STREET SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES OF ARIZONA INC CENTRAL INDEX KEY: 0001089047 IRS NUMBER: 860277026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-20 FILM NUMBER: 041018044 BUSINESS ADDRESS: STREET 1: C/O M D C HOLDINGS INC STREET 2: 3600 SOUTH YOSEMITE STREET SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037731100 MAIL ADDRESS: STREET 1: C/O MDC HOLDINGS INC STREET 2: 3600 SOUTH YOSEMITE STREET SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND AMERICAN HOMES OF COLORADO INC CENTRAL INDEX KEY: 0001089048 IRS NUMBER: 841256155 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-19 FILM NUMBER: 041018043 BUSINESS ADDRESS: STREET 1: C/O M D C HOLDINGS INC STREET 2: 3600 SOUTH YOSEMITE STREET SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037731100 MAIL ADDRESS: STREET 1: C/O MDC HOLDINGS INC STREET 2: 3600 SOUTH YOSEMITE STREET SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAH OF FLORIDA INC CENTRAL INDEX KEY: 0001178814 IRS NUMBER: 841590389 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-117319-23 FILM NUMBER: 041018026 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: STE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037731100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE STREET STREET 2: STE 900 CITY: DENVER STATE: CO ZIP: 80237 FORMER COMPANY: FORMER CONFORMED NAME: RAH OF FLORIDA DATE OF NAME CHANGE: 20040630 FORMER COMPANY: FORMER CONFORMED NAME: RICHMOND AMERICAN HOMES OF CALIFORNIA INLAND EMPIRE INC DATE OF NAME CHANGE: 20020726 S-3/A 1 d16712a3sv3za.htm AMENDMENT NO. 3 TO FORM S-3 sv3za
 

As filed with the United States Securities and Exchange Commission on September 7, 2004
Registration No. 333-117319

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

                 
Jurisdiction of
Names of Incorporation I.R.S. Employer
Co-Registrants or Organization Identification No.
M.D.C. HOLDINGS, INC. 
     Delaware       84-0622967  
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  
M.D.C. LAND CORPORATION
    Colorado       84-0831548  
RAH OF TEXAS, LP
    Colorado       81-0545696  
RAH TEXAS HOLDINGS, LLC
    Colorado       35-2175328  
RICHMOND AMERICAN CONSTRUCTION, INC. 
     Delaware       86-0540418  
RAH OF FLORIDA, INC. (formerly known as Richmond American Homes of California (Inland Empire), Inc.)
    Colorado       84-1590389  
RICHMOND AMERICAN HOMES OF TEXAS, INC. 
     Colorado       75-2115660  
RICHMOND AMERICAN HOMES OF UTAH, INC. 
     Colorado       02-0574838  
RICHMOND AMERICAN HOMES OF WEST VIRGINIA, INC. 
     Colorado       54-2019401  
RICHMOND AMERICAN HOMES OF ILLINOIS, INC. 
     Colorado       02-0701597  
RICHMOND AMERICAN HOMES OF DELAWARE, INC. 
     Colorado       02-0701599  
RICHMOND AMERICAN HOMES OF PENNSYLVANIA, INC. 
     Colorado       02-0701595  
RICHMOND AMERICAN HOMES OF FLORIDA, LP
    Colorado       02-0701603  
RICHMOND AMERICAN HOMES OF NEW JERSEY, INC. (formerly known as Richmond American Homes One, Inc.)
    Colorado       02-0701583  
RICHMOND AMERICAN HOMES TWO, INC. 
     Colorado       02-0701585  
RICHMOND AMERICAN HOMES THREE, INC. 
     Colorado       02-0701586  
RICHMOND AMERICAN HOMES FOUR, INC. 
     Colorado       02-0701587  
RICHMOND AMERICAN HOMES FIVE, INC. 
     Colorado       02-0701590  
RICHMOND AMERICAN HOMES SIX, INC. 
     Colorado       02-0701591  
RICHMOND AMERICAN HOMES SEVEN, INC. 
     Colorado       02-0701593  

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 office)

Joseph H. Fretz, Esq.

Secretary and Corporate Counsel
3600 S. Yosemite Street, Suite 900
Denver, Colorado 80237
(303) 773-1100
(Name, address, including zip code and telephone number, including area code,
of agent for service)

With a copy to:

Garth B. Jensen, Esq.

Holme Roberts & Owen LLP
1700 Lincoln Street, Suite 4100
Denver, Colorado 80203
(303) 861-7000

    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.    o

         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, please check the following box.    þ

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering.    o

         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.    o

         If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

    Pursuant to Rule 429 under the Securities Act of 1933, this registration statement contains a combined prospectus that also relates to $550,000,000 of other securities registered on Form S-3, registration no. 333-107859, which have not been offered or sold as of the date of the filing of this registration statement and for which MDC previously paid registration fees of $65,670. This registration statement constitutes a post-effective amendment to the prior related registration statement, pursuant to which the total amount of unsold previously registered securities may be offered and sold as any of the securities registered hereunder, and such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act of 1933. If the previously registered securities are offered and sold prior to the effective date of this registration statement, the amount of previously registered securities so sold will not be included in the prospectus hereunder.

    The co-registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the co-registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

PURPOSE OF REGISTRATION STATEMENT

      This registration statement registers $450,000,000 of securities to be offered by M.D.C. Holdings, Inc. and the co-registrants. Some of the co-registrants are newly-formed entities that currently do not have operations or significant assets. Of the $1,000,000,000 of securities under the combined prospectus to which this registration statement relates, $550,000,000 of the securities have already been registered on Form S-3, registration no. 333-107859.

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 
Item 16. Exhibits.
         
Exhibit No. Description
  1 .1*   Form of Underwriting Agreement.
  4 .1(a)+   Form of Senior Indenture by and between M.D.C. Holdings, Inc. and           , as trustee.
  4 .1(b)+   Form of Senior Subordinated Indenture by and between M.D.C. Holdings, Inc. and           , as trustee.
  4 .1(c)+   Form of Junior Subordinated Indenture by and between M.D.C. Holdings, Inc. and           , as trustee.
  4 .2++   Indenture dated as of December 3, 2002, by and among M.D.C. Holdings, Inc. and U.S. Bank National Association.
  5 .1   Opinion of Holme Roberts & Owen LLP.
  12 .1+++   Computation of ratios of earnings to fixed charges.
  23 .1++   Consent of Ernst & Young LLP, Independent Auditors.
  23 .2   Consent of Holme Roberts & Owen LLP (included in Exhibit 5.1).
  24 .1++   Powers of Attorney.
  25 .1++   Statement of Eligibility of Trustee — U.S. Bank National Association.

  *  MDC will file any underwriting agreement that it may enter into as an exhibit to a Current Report on Form 8-K which is incorporated by reference into this registration statement.

  +  Incorporated by reference to Amendment No. 1 to Form S-3 Registration Statement filed by MDC on April 6, 1999 (registration No. 333-70381).
 
 ++  Previously filed.
 
+++  Incorporated by reference to Form 10-Q filed by MDC for the quarter ended June 30, 2004.

II-1

 

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, each co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 7th day of September, 2004.

  M.D.C. HOLDINGS, INC.
  RICHMOND AMERICAN HOMES OF CALIFORNIA, INC.
  RICHMOND AMERICAN HOMES OF MARYLAND, INC.
  RICHMOND AMERICAN HOMES OF NEVADA, INC.
  RICHMOND AMERICAN HOMES OF VIRGINIA, INC.
  RICHMOND AMERICAN HOMES OF ARIZONA, INC.
  RICHMOND AMERICAN HOMES OF COLORADO, INC.
  M.D.C. LAND CORPORATION
  RAH OF TEXAS, LP
  RAH TEXAS HOLDINGS, LLC
  RICHMOND AMERICAN CONSTRUCTION, INC.
  RAH OF FLORIDA, INC.
  RICHMOND AMERICAN HOMES OF TEXAS, INC.
  RICHMOND AMERICAN HOMES OF UTAH, INC.
  RICHMOND AMERICAN HOMES OF WEST VIRGINIA, INC.
  RICHMOND AMERICAN HOMES OF ILLINOIS, INC.
  RICHMOND AMERICAN HOMES OF DELAWARE, INC.
  RICHMOND AMERICAN HOMES OF PENNSYLVANIA, INC.
  RICHMOND AMERICAN HOMES OF FLORIDA, LP
  RICHMOND AMERICAN HOMES OF NEW JERSEY, INC.
  RICHMOND AMERICAN HOMES TWO, INC.
  RICHMOND AMERICAN HOMES THREE, INC.
  RICHMOND AMERICAN HOMES FOUR, INC.
  RICHMOND AMERICAN HOMES FIVE, INC.
  RICHMOND AMERICAN HOMES SIX, INC.
  RICHMOND AMERICAN HOMES SEVEN, INC.

  By:  /s/ PARIS G. REECE
 
  Paris G. Reece III
  Authorized Officer

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 indicated, on the 7th day of September, 2004.

MDC OFFICERS AND DIRECTORS

  Principal Executive Officer:
 
  /s/ *
 
  Larry A. Mizel,
  Chairman of the Board of Directors
  and Chief Executive Officer
 
  Chief Operating Officer:
 
  /s/ *
 
  David D. Mandarich,
  Director, President and
  Chief Operating Officer
 
  Principal Financial and Accounting Officer:
 
  /s/ PARIS G. REECE
 
  Paris G. Reece III,
  Executive Vice President, Chief Financial
  Officer and Principal Accounting Officer
 
  Other Directors:
 
  /s/ *
 
  David E. Blackford
 
  /s/ *
 
  Steven J. Borick
 
  /s/ *
 
  William B. Kemper
 
  /s/ *
 
  Herbert T. Buchwald
 
  /s/ *
 
  Gilbert Goldstein

II-3

 

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.
  RICHMOND AMERICAN CONSTRUCTION, INC.
  RAH OF FLORIDA, INC.
  RICHMOND AMERICAN HOMES OF TEXAS, INC.
  RICHMOND AMERICAN HOMES OF UTAH, INC.
  RICHMOND AMERICAN HOMES OF WEST VIRGINIA, INC.
  RICHMOND AMERICAN HOMES OF ILLINOIS, INC.
  RICHMOND AMERICAN HOMES OF DELAWARE, INC.
  RICHMOND AMERICAN HOMES OF PENNSYLVANIA, INC.
  RICHMOND AMERICAN HOMES OF NEW JERSEY, INC.
  RICHMOND AMERICAN HOMES TWO, INC.
  RICHMOND AMERICAN HOMES THREE, INC.
  RICHMOND AMERICAN HOMES FOUR, INC.
  RICHMOND AMERICAN HOMES FIVE, INC.
  RICHMOND AMERICAN HOMES SIX, INC.
  RICHMOND AMERICAN HOMES SEVEN, INC.
 
  Principal Executive, Financial and Accounting Officer:
 
  /s/ PARIS G. REECE
 
  Paris G. Reece III,
  Executive Vice President, Director
 
  RICHMOND AMERICAN HOMES OF ARIZONA, INC.
  Principal Executive, Financial and Accounting Officer:
 
  /s/ PARIS G. REECE
 
  Paris G. Reece III,
  Vice President, Director
 
  RICHMOND AMERICAN HOMES OF COLORADO, INC.
  Principal Executive Officer:
 
  /s/ *
 
  David D. Mandarich,
  President

II-4

 

  Principal Financial and Accounting Officer:
 
  /s/ PARIS G. REECE
 
  Paris G. Reece III,
  Vice President and Director
 
  M.D.C. LAND CORPORATION
  Principal Executive, Financial and Accounting Officer:
 
  /s/ PARIS G. REECE
 
  Paris G. Reece III,
  President and Director
 
  Other Directors:
 
  /s/ *
 
  Herbert T. Buchwald
 
  /s/ MICHAEL TOUFF
 
  Michael Touff
 
  RAH OF TEXAS, LP

  By:  RICHMOND AMERICAN HOMES OF TEXAS, INC.,
  its General Partner
  Principal Executive, Financial and Accounting Officer:
 
  /s/ PARIS G. REECE
 
  Paris G. Reece III,
  Executive Vice President, Director
 
  RAH TEXAS HOLDINGS, LLC
  Principal Executive, Financial and Accounting Officer:
 
  /s/ PARIS G. REECE
 
  Paris G. Reece III,
  President and Sole Manager

II-5

 

  RICHMOND AMERICAN HOMES OF FLORIDA, LP

  By:  RAH OF FLORIDA, INC.
  its General Partner
  Principal Executive, Financial and Accounting Officer:
 
  /s/ PARIS G. REECE
 
  Paris G. Reece III,
  Executive Vice President, Director

* By: /s/ JOSEPH H. FRETZ  
 
Joseph H. Fretz,  
Attorney in fact  

II-6

 

Exhibit Index

         
Exhibit No. Description
  1 .1*   Form of Underwriting Agreement.
  4 .1(a)+   Form of Senior Indenture by and between M.D.C. Holdings, Inc. and           , as trustee.
  4 .1(b)+   Form of Senior Subordinated Indenture by and between M.D.C. Holdings, Inc. and           , as trustee.
  4 .1(c)+   Form of Junior Subordinated Indenture by and between M.D.C. Holdings, Inc. and           , as trustee.
  4 .2++   Indenture dated as of December 3, 2002, by and among M.D.C. Holdings, Inc. and U.S. Bank National Association.
  5 .1   Opinion of Holme Roberts & Owen LLP.
  12 .1++   Computation of ratios of earnings to fixed charges.
  23 .1++   Consent of Ernst & Young LLP, Independent Auditors.
  23 .2   Consent of Holme Roberts & Owen LLP (included in Exhibit 5.1).
  24 .1++   Powers of Attorney.
  25 .1++   Statement of Eligibility of Trustee — U.S. Bank National Association.

  *  MDC will file any underwriting agreement that it may enter into as an exhibit to a Current Report on Form 8-K which is incorporated by reference into this registration statement.

  +  Incorporated by reference to Amendment No. 1 to Form S-3 Registration Statement filed by MDC on April 6, 1999 (registration No. 333-70381).
 
 ++  Previously filed.
 
+++  Incorporated by reference to Form 10-Q filed by MDC for the quarter ended June 30, 2004.

II-7 EX-5.1 2 d16712a3exv5w1.htm OPINION OF HOLME ROBERTS & OWEN LLP exv5w1

 

EXHIBIT 5.1

[Letterhead of Holme Roberts & Owen, LLP]

September 7, 2004
M.D.C. Holdings, Inc.
3600 S. Yosemite Street, Suite 900
Denver, CO 80237

     
Re:
  M.D.C. Holdings, Inc. Form S-3 Registration Statement

Ladies and Gentlemen:

     We have acted as counsel to M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (as amended, the “Act”) on July 12, 2004 (File No. 333-117319). The Registration Statement covers the offering and issuance from time to time by the Company of up to $1,000,000,000 aggregate offering price of the following: (i) one or more series of its debt securities which may take the form of Senior Notes, Senior Subordinated Notes or Junior Subordinated Notes (collectively, the “Debt Securities”), which may be guaranteed (the “Guarantees”) by some or all of the co-registrants named in the Registration Statement (each co-registrant that guarantees Debt Securities, a “Guarantor” and collectively the “Guarantors”); (ii) shares of its Preferred Stock, par value $.01 per share (the “Preferred Stock”); or (iii) shares of its Common Stock, par value $.01 per share (the “Common Stock”).

     All capitalized terms that are not defined herein shall have the meanings assigned to them in the Registration Statement.

     In connection with the Company’s preparation and filing of the Registration Statement, we have examined originals or copies of all documents, corporate records or other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures on all original documents, the legal competency of each individual executing any such documents, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents

 

 

M.D.C. Holdings, Inc.
September 7, 2004
Page 2

submitted to us as photocopies of originals. As to matters of fact not directly within our actual knowledge, we have relied upon certificates, telegrams and other documents from public officials in certain jurisdictions.

     In connection with this opinion, we have examined the following documents:

     (1) The Certificate of Incorporation of the Company, as amended to date (the “Certificate”);

     (2) The Bylaws of the Company, as amended to date (the “Bylaws”);

     (3) The Form of Senior Indenture (and form of Senior Notes to be issued thereunder) incorporated by reference as an exhibit to the Registration Statement;

     (4) The Form of Senior Subordinated Indenture (and form of Senior Subordinated Notes to be issued thereunder) incorporated by reference as an exhibit to the Registration Statement;

     (5) The Form of Junior Subordinated Indenture (and form of Junior Subordinated Notes to be issued thereunder) incorporated by reference as an exhibit to the Registration Statement;

     (6) The form of Guarantee to be entered into by the Guarantors, in the form attached hereto as Exhibit A;

     (7) Resolutions adopted by the Board of Directors or a duly authorized committee thereof (the “Board”) of the Company relating to the Registration Statement, certified as of a recent date by an officer of the Company (the “Resolutions”);

     (8) The Certificate or Articles of Incorporation, Certificate or Articles of Organization, Bylaws, Operating Agreements and Partnership Agreements, as applicable, of the Guarantors, as set forth on Exhibit B hereto (the “Guarantor Documents”);

 

 

M.D.C. Holdings, Inc.
September 7, 2004
Page 3

     (9) Such other records of the corporate proceedings of the Company and Guarantors that we considered necessary or appropriate for the purpose of rendering this opinion;

     (10) Such other certificates and assurances from public officials, officers and representatives of the Company that we considered necessary or appropriate for the purpose of rendering this opinion; and

     (11) Such other documents that we considered necessary or appropriate for the purpose of rendering this opinion.

     On the basis of the foregoing examination, our reliance thereon, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that (subject to compliance with the pertinent provisions of the Act and, with respect to the Indentures (as defined below) and the Debt Securities, the Trust Indenture Act of 1939, as amended, and to compliance with such securities or “blue sky” laws of any jurisdiction as may be applicable, as to which we express no opinion):

     1. Each series of the Debt Securities in substantially the form contained in (as appropriate) the Form of Senior Indenture, the Form of Senior Subordinated Indenture or the Form of Junior Subordinated Indenture, respectively (each an “Indenture”) will be duly authorized and valid and binding obligations of the Company and, if guaranteed by the Guarantors, the Guarantees will be valid and binding obligations of the Guarantors, subject to the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement, or similar laws affecting the enforcement of creditors’ rights generally (including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers) and general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law, if and when: (i) the Registration Statement, as amended (including any necessary post-effective amendments) shall have become effective under the Act and provided that no stop order shall have been issued by the SEC relating thereto; (ii) a prospectus supplement with respect to such series of Debt Securities shall have been filed with the SEC in compliance with the Act and the rules and regulations thereunder; (iii) the Board of the Company shall have duly adopted final resolutions authorizing the issuance and sale of such series of Debt Securities as contemplated by the Registration Statement and the Indenture and, if the Debt Securities are guaranteed by the

 

 

M.D.C. Holdings, Inc.
September 7, 2004
Page 4

Guarantors, the boards of directors or other governing bodies of each of the Guarantors (the “Guarantor Boards”) shall have duly adopted final resolutions authorizing the Guarantee to be entered into in connection with such series of Debt Securities; (iv) such series of Debt Securities shall have been duly created by an Authorizing Resolution (as defined in the applicable Indenture) or a duly executed and delivered supplemental indenture, pursuant to the applicable Indenture; (v) the Indenture relating to such series of Debt Securities shall have been qualified under the Trust Indenture Act of 1939 and shall have been duly executed and delivered pursuant to the terms of such Indenture and, if the Debt Securities are guaranteed by the Guarantors, the Guarantee shall have been duly executed and delivered by each of the Guarantors; and (vi) such Debt Securities shall have been duly executed, authenticated and issued as provided in the applicable Indenture and shall have been duly delivered to the purchasers thereof against payment of the agreed consideration therefor.

     2. The Preferred Stock shall be validly issued, fully paid and nonassessable if and when (i) the Registration Statement, as amended (including any necessary post-effective amendments) shall have become effective under the Act and provided that no stop order shall have been issued by the SEC relating thereto; (ii) a prospectus supplement with respect to the Preferred Stock shall have been filed with the SEC in compliance with the Act and the rules and regulations thereunder; (iii) the Board of the Company shall have duly adopted final resolutions authorizing the issuance and sale of the Preferred Stock as contemplated by the Registration Statement; (iv) the Preferred Stock shall have been issued as provided in such resolutions of the Board; and (v) certificates representing the Preferred Stock shall have been duly executed and delivered to the purchasers thereof against payment of the agreed consideration therefor as described in the Registration Statement and in accordance with the terms of the any applicable purchase or underwriting agreement, if any.

     3. The Common Stock will be validly issued, fully paid and nonassessable if and when (i) the Registration Statement, as amended (including any necessary post-effective amendments) shall have become effective under the Act and provided that no stop order shall have been issued by the SEC relating thereto; (ii) a prospectus supplement with respect to the Common Stock shall have been filed with the SEC in compliance with the Act and the rules and regulations thereunder; (iii) the Board of the Company shall have duly adopted final resolutions authorizing the issuance and sale of the

 

 

M.D.C. Holdings, Inc.
September 7, 2004
Page 5

Common Stock as contemplated by the Registration Statement; (iv) the Common Stock shall have been issued as provided in such resolutions of the Board; and (v) certificates representing the Common Stock shall have been duly executed and delivered to the purchasers thereof against payment of the agreed consideration therefor as described in the Registration Statement and in accordance with the terms of the any applicable purchase or underwriting agreement, if any.

     For purposes of this letter, we have assumed that, at the time of issuance, sale and delivery of each series of Debt Securities, the Preferred Stock and the Common Stock, as the case may be: (a) the authorization thereof by the Board of the Company and, if the Debt Securities are guaranteed by the Guarantors, the authorization of the Guarantees by the Guarantor Boards shall not have been modified or rescinded; (b) no change in law affecting the validity, legally binding character or enforceability of the authorization by the Board of the Company and, if the Debt Securities are guaranteed by the Guarantors, the Guarantor Boards shall have occurred; (c) in the case of each series of the Debt Securities, the form of the applicable Indenture (including, without limitation, the form of the Debt Securities to be issued thereunder) and, if the Debt Securities are guaranteed by the Guarantors, the form of the applicable Guarantee shall not have been modified; (d) in the case of each series of Debt Securities, the Debt Securities have been issued in accordance with the applicable Indenture which constitutes the legal, valid and binding obligation of the parties thereto (other than the Company); (e) upon the issuance of the Debt Securities, the amount of Debt Securities outstanding does not exceed the amount authorized by the Board and, if the Debt Securities are guaranteed by the Guarantors, the amount of Debt Securities guaranteed by the Guarantors does not exceed the amount authorized to be guaranteed by the Guarantor Boards; (f) upon issuance of the Preferred Stock, the total number of shares of Preferred Stock issued and outstanding will not exceed the number of shares of Preferred Stock that the Company is then authorized to issue; (g) upon issuance of the Common Stock, the total number of shares of Common Stock issued and outstanding will not exceed the number of shares of Common Stock that the Company is then authorized to issue; (h) the Certificate of the Company and the Guarantor Documents shall not have been modified or amended in any respect that would affect this opinion and will be in full force and effect; (i) the authorizations by the Board of the Company will be made in accordance with the Certificate, the Bylaws, the Resolutions and the DGCL; and (j) the authorizations by each respective Guarantor Board will be made in

 

 

M.D.C. Holdings, Inc.
September 7, 2004
Page 6

accordance with the applicable Guarantor Documents and the applicable law of the jurisdiction of its respective incorporation or organization.

     The opinions expressed herein are limited to the laws of the States of Colorado and New York (as such opinions relate to the Guarantee and the Debt Securities only), and the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws) (the “DGCL”) and the federal laws of the United States of America.

     This opinion may be filed as an exhibit to the Registration Statement. Consent is also given to the reference to this firm under the caption “Legal Matters” in the prospectus contained in the Registration Statement. In giving this consent, we do not admit we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

     The opinions expressed herein are rendered as of the date hereof. We do not undertake to advise you of matters that may come to our attention subsequent to the date hereof and that may affect the opinions expressed herein, including without limitation, future changes in applicable law. This letter is our opinion as to certain legal conclusions as specifically set forth herein and is not and should not be deemed to be a representation or opinion as to any factual matters. The opinions expressed herein may not be quoted in whole or in part or otherwise used or referred to in connection with any other transactions.
         
Very truly yours,


HOLME ROBERTS & OWEN LLP
 		    
By:   /s/ GARTH B. JENSEN      
  Garth B. Jensen     
  Partner     
 

 

 

Exhibit A
Form of Guarantee

     Each of the undersigned (the “Guarantor”) has fully and unconditionally guaranteed, jointly and severally (such guarantee by each Guarantor being referred to herein as the “Guarantee”) (i) the due and punctual payment of the principal of and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article Six of the Supplemental Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

     No past, present or future stockholder, officer, director, employee or incorporator, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, employee or incorporator. Each holder of a Note by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantees.

     Each holder of a Note by accepting a Note agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Supplemental Indenture.

     The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Trustee under the Supplemental Indenture by the manual signature of one of its authorized officers.

     Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Supplemental Indenture. The laws of the State of New York shall govern this Guarantee.

A-1

 

Exhibit B
Guarantor Documents

Richmond American Homes of California, Inc.

     Articles of Incorporation of Richmond American Homes of California, Inc.

     By-Laws of Richmond American Homes of California, Inc.

Richmond American Homes of Maryland, Inc.

     Charter of Richmond American Homes of Maryland, Inc.

     By-Laws of Richmond American Homes of Maryland, Inc.

Richmond American Homes of Nevada, Inc.

     Articles of Incorporation of Richmond American Homes of Nevada, Inc.

     By-Laws of Richmond American Homes of Nevada, Inc.

Richmond American Homes of Virginia, Inc.

     Articles of Incorporation of Richmond American Homes of Virginia, Inc.

     By-Laws of Richmond American Homes of Virginia, Inc.

Richmond American Homes of Arizona, Inc.

     Certificate of Incorporation of Richmond American Homes of Arizona, Inc.

     By-Laws of Richmond American Homes of Arizona, Inc.

Richmond American Homes of Colorado, Inc.

B-1

 

     Certificate of Incorporation of Richmond American Homes of Colorado, Inc.

     By-Laws of Richmond American Homes of Colorado, Inc.

M.D.C. Land Corporation

     Articles of Incorporation of M.D.C. Land Corporation

     By-Laws of M.D.C. Land Corporation

RAH of Texas, LP

     Certificate of Limited Partnership for RAH of Texas, LP (A Colorado Limited Partnership)

     Agreement of Limited Partnership of RAH of Texas, LP

RAH Texas Holdings, LLC

     Articles of Organization of RAH Texas Holdings, LLC

     Operating Agreement of RAH Texas Holdings, LLC

Richmond American Construction, Inc.

     Certificate of Incorporation of Richmond American Construction, Inc

     By-Laws of Richmond American Construction, Inc.

RAH of Florida, Inc.

     Articles of Incorporation of Richmond American Homes of RAH Florida, Inc.

     By-Laws of Richmond American Homes of Florida, Inc.

Richmond American Homes of Texas, Inc.

     Articles of Incorporation of Richmond American Homes of Texas, Inc.

B-2

 

     By-Laws of Richmond American Homes of Texas, Inc.

Richmond American Homes of Utah, Inc.

     Articles of Incorporation of Richmond American Homes of Utah, Inc.

     By-Laws of Richmond American Homes of Utah, Inc.

Richmond American Homes of West Virginia, Inc.

     Articles of Incorporation of Richmond Homes of West Virginia, Inc.

     By-Laws of Richmond American Homes of West Virginia, Inc.

Richmond American Homes of Illinois, Inc.

     Certificate of Incorporation of Richmond American Homes of Illinois, Inc.

     Bylaws of Richmond American Homes of Illinois, Inc.

Richmond American Homes of Delaware, Inc.

     Certificate of Incorporation of Richmond American Homes of Delaware, Inc.

     Bylaws of Richmond American Homes of Delaware, Inc.

Richmond American Homes of Pennsylvania, Inc.

     Certificate of Incorporation of Richmond American Homes of Pennsylvania, Inc.

     Bylaws of Richmond American Homes of Pennsylvania, Inc.

Richmond American Homes of Florida, LP

     Certificate of Limited Partnership of Richmond American Homes of Florida, LP

B-3

 

     Agreement of Limited Partnership of Richmond American Homes of Florida, LP

Richmond American Homes of New Jersey, Inc.

     Certificate of Incorporation of Richmond American Homes of New Jersey, Inc

     Bylaws of Richmond American Homes of New Jersey, Inc.

Richmond American Homes Two, Inc.

     Articles of Incorporation for Richmond American Homes Two, Inc.

     By-Laws of Richmond American Homes Two, Inc.

Richmond American Homes Three, Inc

     Articles of Incorporation for Richmond American Homes Three, Inc.

     By-Laws of Richmond American Homes Three, Inc.

Richmond American Homes Four, Inc.

     Articles of Incorporation for Richmond American Homes Four, Inc.

     By-Laws of Richmond American Homes Four, Inc.

Richmond American Homes Five, Inc.

     Articles of Incorporation for Richmond American Homes Five, Inc.

     By-Laws of Richmond American Homes Five, Inc.

Richmond American Homes Six, Inc.

     Articles of Incorporation for Richmond American Homes Six, Inc.

     By-Laws of Richmond American Homes Six, Inc.

Richmond American Homes Seven, Inc.

B-4

 

     Articles of Incorporation for Richmond American Homes Seven, Inc.

     By-Laws of Richmond American Homes Seven, Inc.

B-5

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