UNITED STATES
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 (Date of earliest event reported): May 29, 2002
STANDARD PACIFIC CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10959 86-0077724
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
15326 Alton Parkway
Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 789-1600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 4. Changes in Registrant's Certifying Accountant.
On May 29, 2002, the audit committee of the Board of Directors of Standard
Pacific Corp. (the "Company"), approved the appointment of Ernst & Young LLP
("Ernst & Young") as the Company's independent auditors for the fiscal year
ending December 31, 2002, to replace Arthur Andersen LLP ("Andersen") as the
Company's independent auditors effective as of May 29, 2002. This action
followed the decision by the Board of Directors of the Company on May 15, 2002,
to accept the audit committee's recommendation to change the Company's auditors
for the Company's fiscal year ending December 31, 2002, effective upon selection
of an alternative accounting firm, and to delegate to the audit committee the
responsibility of selecting the Company's auditors for such period from the
accounting firms recommended by the audit committee to the Board of Directors.
Andersen's audit reports on the Company's financial statements for the two
most recent fiscal years, which ended December 31, 2000 and 2001, respectively,
did not contain an adverse opinion or a disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company's two most recent fiscal years, which ended December 31,
2000 and 2001, respectively, and the subsequent interim period through May 29,
2002:
(1) there were no disagreements between the Company and Andersen on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to
Andersen's satisfaction, would have caused Andersen to make reference to
the subject matter of the disagreement in connection with its reports;
(2) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K)
occurred; and
(3) the Company did not consult with Ernst & Young regarding any of the matters
or events described in item 304(a)(2)(i) and (ii) of Regulation S-K.
The Company provided Andersen with a copy of the foregoing statements. A
letter from Andersen, dated June 4, 2002, stating its agreement with such
statements is attached hereto as Exhibit 16.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
The following exhibits are filed with this report on Form 8-K:
Exhibit
Number Description of Exhibit
------ ----------------------
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission, dated June 4, 2002, regarding change in certifying
accountant, pursuant to Item 304(a)(3) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: June 4, 2002 STANDARD PACIFIC CORP.
By: /s/ CLAY A. HALVORSEN
------------------------------------------
Clay A. Halvorsen
Senior Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission, dated June 4, 2002, regarding change in certifying
accountant, pursuant to Item 304(a)(3) of Regulation S-K.
4