UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

September 18, 2012

Date of Report
(Date of earliest event reported)

THE RYLAND GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (805) 367-3800

                          Not Applicable                          

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                     Entry into a Material Definitive Agreement

On September 18, 2012, The Ryland Group, Inc. (the “Company”) and certain of its subsidiaries entered into a Terms Agreement (including the Fourth Amended and Restated Debt Securities Underwriting Agreement Basic Provisions) to sell $250 million aggregate principal amount of its 5.375% Senior Notes due 2022 (the “Notes”).  The offering of the Notes closed on September 21, 2012.  The Company received net proceeds of approximately $246.3 million from this offering, after deducting the underwriting discount and estimated offering expenses.  The Company expects to use these proceeds for general corporate purposes, which may include repayment or repurchase of outstanding indebtedness. The Company made certain customary representations, warranties and covenants concerning the Company in the Terms Agreement (including the Underwriting Agreement Basic Provisions) and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The Company will pay interest on the Notes on April 1 and October 1 of each year, commencing on April 1, 2013.  The Notes will mature on October 1, 2022 and are redeemable, in whole or in part, at any time and from time to time under the terms provided in the indenture and supplemental indenture under which they are issued.  The Notes will be fully and unconditionally guaranteed, jointly and severally, by substantially all of the Company’s wholly owned homebuilding subsidiaries (the “Guarantors”).

The Notes were issued under an indenture with The Bank of New York Mellon Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee (the “Trustee”), dated June 28, 1996 (the “Indenture”), as supplemented by that certain Eighth Supplemental Indenture, dated as of September 21, 2012, by and among the Company, the Guarantors and the Trustee (the “Supplemental Indenture”). A copy of the press release announcing the closing is filed as Exhibit 99.1 hereto.

A legality opinion of DLA Piper LLP (US) with respect to the validity of the Notes and the Guarantees is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

The Terms Agreement under which the Company sold the Notes (including the Fourth Amended and Restated Debt Securities Underwriting Agreement Basic Provisions), the Indenture, a form of the Notes, the Supplemental Indenture and the statement of eligibility of the trustee are all filed or incorporated by reference as exhibits to this current report.

Item 2.03                                          Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01                                          Financial Statements and Exhibits

(d)  Exhibits

1.1                              Terms Agreement (including the Fourth Amended and Restated Debt Securities Underwriting Agreement Basic Provisions) dated September 18, 2012, among the Company, the Guarantors and the Underwriters named therein.

4.1                              Indenture dated as of June 28, 1996 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee (incorporated by reference to Form S-3 (No. 33-50933) filed May 15, 1996).

4.2                              Eighth Supplemental Indenture dated as of September 21, 2012 by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee.

4.3                              Form of 5.375% Senior Note due 2022 (included in Exhibit 4.2).

4.4                              Form of Guarantee of 5.375% Senior Note due 2022 (included in Exhibit 4.2).

5.1                              Opinion of DLA Piper LLP (US) dated September 21, 2012.

23.1                        Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

25.1                        Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., to act as trustee under the Indenture (incorporated by reference to Form S-3 (No. 333-179206) filed January 27, 2012).

99.1                        Press release dated September 21, 2012.

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.

EXHIBIT INDEX