As filed with the Securities and Exchange Commission on October 2, 2018
Registration No. 333-212071
Registration No. 333-187763
Registration No. 333-161498
Registration No. 333-116267
Registration No. 333-41923
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1:
REGISTRATION STATEMENT NO. 333-212071
REGISTRATION STATEMENT NO. 333-187763
REGISTRATION STATEMENT NO. 333-161498
REGISTRATION STATEMENT NO. 333-116267
REGISTRATION STATEMENT NO. 333-41923
THE SECURITIES ACT OF 1933
AV Homes, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)||(I.R.S. Employer|
6730 N. Scottsdale Rd. Suite 150
(Address of Principal Executive Offices)
(Registrants telephone number, including area code)
Darrell C. Sherman, Esq.
Executive Vice President and Chief Legal Officer
AV Homes, Inc.
c/o Taylor Morrison Home Corporation
4900 N. Scottsdale Road, Suite 2000
Scottsdale, Arizona 85251
(Name, address and telephone number, including area code, of agent for service)
John C. Kennedy, Esq.
Lawrence G. Wee, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 100196064
Approximate date of commencement of proposed sale to the public: N/A.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerate filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
|Large accelerated filer||☐||Accelerated filer||☒|
|Non-accelerated filer||☐||Smaller reporting company||☐|
|Emerging growth company||☐|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment, filed by AV Homes, Inc. (the Registrant), deregisters all shares of the common stock, par value $1.00 per share (Shares), and any other securities remaining unissued under the following Registration Statements on Form S-3 (the Registration Statements) filed by the Registrant with the U.S. Securities and Exchange Commission (the Commission):
Registration Statement on Form S-3 (No. 333-212071), filed with the Commission on June 16, 2016.
Registration Statement on Form S-3 (No. 333-187763), filed with the Commission on April 5, 2013, as amended on May 1, 2013 and May 2, 2013.
Registration Statement on Form S-3 (No. 333-161498), filed with the Commission on August 21, 2009.
Registration Statement on Form S-3 (No. 333-116267), filed with the Commission on June 8, 2004, as amended on July 16, 2004, July 30, 2004, August 10, 2004 and August 20, 2004.
Registration Statement on Form S-3 (No. 333-41923), filed with the Commission on December 10, 1997, as amended January 8, 1998 and January 27, 1998.
On October 2, 2018, pursuant to the Agreement and Plan of Merger, dated as of June 7, 2018 (the Merger Agreement), by and among Taylor Morrison Home Corporation (Parent), Taylor Morrison Communities, Inc. (solely for purposes of Sections 5.13, 7.3 and 8.14), Thor Merger Sub, Inc. (Merger Sub) and the Company, the Company merged with and into the Merger Sub, with the Company continuing as the surviving corporation and as an indirect subsidiary of Parent.
In connection with the completion of the Merger, the offerings pursuant to the Registration Statements have been terminated. The Registrant hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements.
Pursuant to the requirements of the Securities Act of 1933, the 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 Post-Effective Amendment to the above-referenced Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on this 2nd day of October, 2018.
|AV HOMES, INC.|
|By:||/s/ Darrell C. Sherman|
|Name:||Darrell C. Sherman|
|Title:||Executive Vice President, Chief Legal Officer and Secretary|
Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement.