Amendment No. 16 to Schedule 13D

-----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, Sy4en7zoFj7SqT/4BpJSRSV+ZpKCNcmE+Rl4nuOs2ZEkHADeN9HxN2x8ayMvO73T IwR6+WNBYHg3Hvaem8tF3Q== 0001193125-05-085847.txt : 20050427 0001193125-05-085847.hdr.sgml : 20050427 20050427062954 ACCESSION NUMBER: 0001193125-05-085847 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050427 DATE AS OF CHANGE: 20050427 GROUP MEMBERS: THE CABLE FAMILY TRUST, W. CABLE AND S. CABLE, TRUSTEES GROUP MEMBERS: WADE H. CABLE GROUP MEMBERS: WILLIAM HARWELL LYON SEPARATE PROPERTY TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAM LYON HOMES CENTRAL INDEX KEY: 0001095996 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 330864902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61509 FILM NUMBER: 05774550 BUSINESS ADDRESS: STREET 1: 4490 VON KARMAN AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9498333600 MAIL ADDRESS: STREET 1: 4490 VON KARMAN AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: PRESLEY COMPANIES/NEW DATE OF NAME CHANGE: 19991115 FORMER COMPANY: FORMER CONFORMED NAME: PRESLEY MERGER SUB INC DATE OF NAME CHANGE: 19990929 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LYON WILLIAM CENTRAL INDEX KEY: 0001065244 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 9498333600 MAIL ADDRESS: STREET 1: C/O WILLIAM LYON HOMES INC STREET 2: 4490 VON KARMAN AVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 16 TO SCHEDULE 13D Amendment No. 16 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 16)¹

WILLIAM LYON HOMES

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

552074 10 6

(CUSIP Number)

The William Harwell Lyon Separate

Property Trust

Richard M. Sherman, Jr., Trustee

(c/o) Richard M. Sherman, Jr., Esq.

Irell & Manella LLP

840 Newport Center Drive, #400

Newport Beach, California 92660

(949) 760-0991

William Lyon

The Cable Family Trust, Est. 7-11-88

Wade H. Cable

c/o William Lyon Homes

4490 Von Karman Avenue

Newport Beach, California 92660

(949) 833-3600

Richard M. Sherman, Jr., Esq.

840 Newport Center Drive, # 400

Newport Beach, California 92660

(949) 760-0991

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 26, 2005

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 552074 10 6		13D


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Lyon
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* BK, OO, SC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨.
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States Of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

4,115,437 Shares

8. SHARED VOTING POWER

297,705 Shares (1)

9. SOLE DISPOSITIVE POWER

4,115,437 Shares

10. SHARED DISPOSITIVE POWER

0 Shares


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,413,142 Shares (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	x.
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 51.2% as of March 18, 2005
14.	TYPE OF REPORTING PERSON* IN

(1)

Includes 247,705 shares of Common Stock of the Issuer held by the Cable Family Trust Est. 7-11-88, Wade H. Cable and Susan M. Cable, Trustees (“Cable Trust”) and 50,000 shares of Common Stock of the Issuer deemed beneficially owned by Wade H. Cable individually (“Cable”) as a result of Cable’s ownership of 50,000 stock options exercisable by Cable within sixty days of April 26, 2005. William Lyon (“Lyon”) has the power to direct the voting of the foregoing shares beneficially owned by the Cable Trust and Cable as a result of and subject to the terms of that certain Voting Agreement, dated as of May 31, 2002, among William Lyon, Wade H. Cable and Susan M. Cable, Trustees of the Cable Family Trust, and Wade H. Cable, individually (the “Voting Agreement”). By virtue of the Voting Agreement, Lyon, Cable and the Cable Trust may be deemed a “group” under Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”), with respect to shares beneficially owned by Wade H. Cable and the Cable Trust. Does not include 331,437 shares owned of record and beneficially by William Harwell Lyon Separate Property Trust (the “Separate Property Trust”). Lyon and the Separate Property Trust acted together with respect to the acquisition of such shares and the 655,569 shares of Common Stock of the Issuer acquired by Lyon on January 7, 2005. Lyon and the Separate Property Trust may be deemed to be a “group” under Rule 13d-5(b)(1) of the Exchange Act with respect to such shares. Neither Lyon nor the Separate Property Trust has any dispositive or voting power with respect to the shares of Common Stock owned by the other and each disclaims any beneficial ownership therein.

- 2 -


CUSIP NO. 552074 10 6		13D


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Cable Family Trust est. 7-11-88, Wade H. Cable And Susan M. Cable, Trustees
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* Not applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨.
6.	CITIZENSHIP OR PLACE OF ORGANIZATION California

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

0 Shares

8. SHARED VOTING POWER

247,705 Shares (1)

9. SOLE DISPOSITIVE POWER

247,705 Shares

10. SHARED DISPOSITIVE POWER

0 Shares


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 247,705 Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨.
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.9% as of March 18, 2005
14.	TYPE OF REPORTING PERSON* OO

(1)

William Lyon has the power to direct the voting of these shares as a result of and subject to the terms of the Voting Agreement. By virtue of the Voting Agreement, William Lyon, Wade H. Cable and the Cable Trust may be deemed to be a “group” under Rule 13d-5(b)(1) of the Securities Exchange Act with respect to shares beneficially owned by Wade H. Cable and the Cable Trust. The Cable Trust disclaims beneficial ownership of the shares of common stock of the Issuer beneficially owned by William Lyon and Wade H. Cable.

- 3 -


CUSIP NO. 552074 10 6		13D


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wade H. Cable
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* Not applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨.
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States Of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

0 Shares

8. SHARED VOTING POWER

297,705 Shares (1)(2)(3)

9. SOLE DISPOSITIVE POWER

50,000 Shares (1)

10. SHARED DISPOSITIVE POWER

297,705 Shares (2)


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 297,705 (1) Shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨.
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.5% as of March 18, 2005
14.	TYPE OF REPORTING PERSON* IN

(1)	Includes 50,000 shares that could be purchased by Wade H. Cable by exercise of options exercisable on April 26, 2005 or within 60 days thereafter.

(2)	Includes 247,705 shares held by the Cable Trust of which Wade H. Cable is a co-trustee with Susan M. Cable. Wade H. Cable and Susan M. Cable share voting and dispositive powers with respect to the shares held be the Cable Family Trust.

(3)

William Lyon has the power to direct the voting of these shares as a result of and subject to the terms of the Voting Agreement. By virtue of the Voting Agreement, William Lyon, Wade H. Cable and the Cable Trust may be deemed to be a “group” under Rule 13d-5(b)(1) of the Securities Exchange Act with respect to shares beneficially owned by Wade H. Cable and the Cable Trust. Wade H. Cable disclaims beneficial ownership of the shares owned by William Lyon.

- 4 -


CUSIP NO. 552074 10 6		13D


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Harwell Lyon Separate Property Trust
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* Not applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨.
6.	CITIZENSHIP OR PLACE OF ORGANIZATION California

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

331,437 Shares

8. SHARED VOTING POWER

0 Shares

9. SOLE DISPOSITIVE POWER

331,437 Shares

10. SHARED DISPOSITIVE POWER

0 Shares


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,437 Shares (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	x.
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.8% as of March 18, 2005
14.	TYPE OF REPORTING PERSON* OO

(1)

Does not include 4,413,142 shares owned of record and beneficially by Lyon. Lyon and the Separate Property Trust acted together with respect to the acquisition of the 655,569 shares of common stock of the Issuer acquired by Lyon on January 7, 2005 and the 331,437 shares of Common Stock of the Issuer acquired by the Separate Property Trust on January 7, 2005. Lyon and the Separate Property Trust may be deemed to be a “group” under Rule 13d-5(b)(1) of the Exchange Act with respect to such shares. Neither Lyon nor the Separate Property Trust has any dispositive or voting power with respect to the shares of Common Stock owned by the other and each disclaims any beneficial ownership therein.

- 5 -


CUSIP NO. 552074 10 6		13D

SCHEDULE 13D

This statement, which is being filed by William Lyon, Wade H. Cable, the Cable Family Trust Est. 7-11-88, Wade H. Cable and Susan M. Cable, Trustees and The William H. Lyon Separate Property Trust (together, the “Reporting Persons”), constitutes Amendment No. 16 to the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”), as amended by Amendments No. 1 through 15 previously filed with the SEC (as so amended, the “Schedule 13D”). The Schedule 13D relates to the common stock, par value $.01 per share, of William Lyon Homes, a Delaware corporation (the “Issuer”). The item numbers and responses thereto below are in accordance with the requirements of Schedule 13D. Capitalized terms used herein and not defined shall have the meaning set forth in the Schedule 13D.

This Amendment No. 16 relates solely to information in the Schedule 13D as to Lyon because Lyon alone has submitted the proposal described in Item 4 of this Amendment. The other Reporting Persons are filing this amendment as joint filers but are not participating in the making of such proposal.

ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Schedule 13D is hereby amended as to Lyon, but not as to the other Reporting Persons who are not parties to the proposal described herein, to add the following:

In connection with the proposed transaction described in Item 4 of this Amendment No. 16, it is anticipated that the funding for the proposed transaction will be obtained by Lyon through a combination of sources, including third party financing and, possibly, available funds of the Issuer.

Lyon has begun formulating his plans regarding financing for the transaction, however Lyon has not obtained a financing commitment. No assurance can be given that Lyon will be able to obtain financing on terms acceptable to him.

ITEM 4: PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended as to Lyon, but not as to the other Reporting Persons who are not parties to the proposal described herein, to add the following:

On April 26, 2005, Lyon presented a non-binding proposal (the “Proposal”) to the Issuer’s Board of Directors for a going-private transaction in which Lyon has proposed that a company to be formed and owned by him would acquire all of the outstanding shares of Common Stock of the Issuer not owned by Lyon, or by The William Harwell Lyon 1987 Trust and the Separate Property Trust, under both of which Lyon’s son, William H. Lyon, is the sole beneficiary, at a purchase price of $82 per share. The William Harwell Lyon 1987 Trust owns approximately 20.3% of the outstanding shares.

In his proposal, Lyon asked the Issuer’s Board of Directors to form a special committee of the Board of Directors comprised solely of independent directors to consider this proposal with the assistance of outside financial and legal advisors. Lyon stated that he would not propose to proceed with the transaction unless it has been approved by the special committee and the Board of Directors.

- 6 -


CUSIP NO. 552074 10 6		13D

A copy of the Proposal and a press release issued by Lyon are filed herewith as Exhibits 7.2 and 7.3. The information in this Item 4 is qualified in its entirety by reference to the Proposal, which is incorporated by reference herein.

The foregoing is a summary of Lyon’s current proposal and should not be construed as an offer to purchase shares of the Issuer’s Common Stock. Any offer will be made by means of appropriate documents sent to stockholders, which the stockholders are urged to read since they will contain important information. Neither Lyon nor the Issuer is obligated to proceed with the Proposal or the transaction contemplated thereby. Lyon reserves the right to modify or withdraw the Proposal at any time. In the Proposal, Lyon stated that he will not sell his interest in the Issuer and will not entertain any proposals in that regard.

The precise structure of the transaction has not yet been determined. Following the completion of the transactions contemplated by the Proposal, Lyon expects that the Common Stock would be delisted from the New York Stock Exchange and would be eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.

Other than as set forth in the Proposal sent by Lyon, the Reporting Persons, in their capacities as holders of shares of the Issuer’s Common Stock, have no present plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j) of Schedule 13D. However, each Reporting Person may purchase shares of the Issuer’s Common Stock from time to time, and may sell shares from time to time, in open market transactions, privately negotiated transactions or otherwise on prices and terms as he or it shall determine and may formulate plans or proposals relating to the foregoing matters in the future.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.


Exhibit 7.1		Joint Filing Agreement, dated as of January 9, 2005, among William Lyon, The Cable Family Trust Est. 7-11-88, Wade H. Cable and Susan M. Cable, Trustees, Wade H. Cable, and William Harwell Lyon Separate Property Trust, Richard M. Sherman, Jr., Trustee.*

Exhibit 7.2		Proposal Letter from General William Lyon to the Board of Directors of William Lyon Homes dated April 26, 2005

Exhibit 7.3		Press Release dated April 26, 2005

*	Previously filed as Exhibit 7.1 to Amendment No. 15 to this Schedule 13D

- 7 -

POWER OF ATTORNEY AND SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Each of the undersigned does hereby constitute and appoint William Lyon with full power to act and with full power of substitution and resubstitution, as the true and lawful attorney-in-fact of the undersigned, and authorizes and designates him to sign on behalf of the undersigned, in any and all capacities, and to file filings and any amendments thereto, including all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, made by or on behalf of the undersigned pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, with respect to William Lyon Homes, a Delaware corporation (the “Company”), whether in respect of the ownership of equity securities of the Company held by the undersigned, directly, indirectly or beneficially, or otherwise. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d) of the Exchange Act and the rules and regulations thereunder. This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.


Dated: April 26, 2005	/s/ William Lyon
	WILLIAM LYON

	THE CABLE FAMILY TRUST, EST. 7-11-88

	By:	/s/ Wade H. Cable
		Wade H. Cable, Trustee

	By:	/s/ Susan M. Cable
		Susan M. Cable, Trustee

	/s/ Wade H. Cable
	WADE H. CABLE

	THE WILLIAM HARWELL LYON SEPARATE PROPERTY FAMILY TRUST

	By:	/s/ Richard M. Sherman, Jr
		Richard M. Sherman, Jr., Trustee

EXHIBIT INDEX


Exhibit 7.1		Joint Filing Agreement, dated as of January 9, 2005, among William Lyon, The Cable Family Trust Est. 7-11-88, Wade H. Cable and Susan M. Cable, Trustees, Wade H. Cable, and William Harwell Lyon Separate Property Trust, Richard M. Sherman, Jr., Trustee.*

Exhibit 7.2		Proposal Letter from General William Lyon to the Board of Directors of William Lyon Homes dated April 26, 2005

Exhibit 7.3		Press Release dated April 26, 2005

*	Previously filed as Exhibit 7.1 to Amendment No. 15 to this Schedule 13D

EX-7.2 2 dex72.htm PROPOSAL LETTER FROM GENERAL WILLIAM LYON Proposal Letter from General William Lyon

Exhibit 7.2

WILLIAM LYON

4490 Von Karman Avenue

Newport Beach, CA 92660

April 26, 2005

Board of Directors

William Lyon Homes

4490 Von Karman Avenue

Newport Beach, CA 92660

Gentlemen:

I am writing to propose that a company to be formed and owned by me would acquire all of the shares of outstanding common stock (the “Stock”) of William Lyon Homes (the “Company”) that are not owned by me or by the trusts of which my son, Bill, is sole beneficiary, at a purchase price of $82 per share in cash. This price represents approximately a 12% premium over the average closing price for the last five trading days.

I believe that this proposal represents an attractive opportunity for the Company’s public shareholders to receive liquidity at a meaningful premium for their shares over recent trading prices. As such, I am confident that, after consideration, you will conclude that my proposal is fair and in the best interest of shareholders.

I would ask that you form a special committee of the Board of Directors (the “Committee”) comprised solely of independent directors to consider this proposal with the assistance of outside financial and legal advisors. I do not propose to proceed with the transaction unless it has been approved by the Committee and the Board. I would welcome the opportunity to meet with the Committee to discuss this proposal at its earliest convenience. I have retained Lehman Brothers as my financial advisor to assist me in this transaction and I would encourage the Committee’s advisors to contact them as soon as practicable. In your consideration (and that of the Committee) of my proposal, you should understand that I will not sell my interest in the Company and will not entertain any proposals in that regard.

I have begun formulating my plans regarding potential financing for this transaction and am confident that sufficient financing can be arranged, together with some of the Company’s cash on hand, to consummate this transaction as proposed. All elements of this proposal are non-binding and are subject to execution of definitive agreements containing typical terms and conditions for transactions of this type following approval by the Company’s Board and/or the Committee.

Board of Directors

April 26, 2005

Page 2

I look forward to working with the Board and the Committee to negotiating a mutually acceptable transaction at the earliest practicable time.

Very truly yours,

/s/ William Lyon

William Lyon

EX-7.3 3 dex73.htm PRESS RELEASE DATED APRIL 26, 2005 Press Release dated April 26, 2005

Exhibit 7.3

General William Lyon Proposes to Acquire Entire Public Minority Stake

in William Lyon Homes

NEWPORT BEACH, Calif.—(BUSINESS WIRE)—April 26, 2005—General William Lyon (“Lyon”), the controlling stockholder, Chairman of the Board and Chief Executive Officer of William Lyon Homes (NYSE: WLS; the “Company”), announced today that he has proposed acquiring the outstanding publicly held minority interest in the Company’s common stock for $82 per share in cash, representing approximately a 12% premium over the average closing price for the five trading days ended April 25, 2005.

General Lyon currently owns approximately a 47.8% equity interest in the Company and has, together with certain shares under a voting agreement, a 51.2% voting interest. Trusts of which General Lyon’s son, William H. Lyon, is sole beneficiary, own approximately an additional 24.1% of the outstanding shares. In the going-private transaction, Lyon has proposed that a company to be formed and owned by him would acquire all of the outstanding shares of Company’s common stock not owned by Lyon or by such trusts.

General Lyon stated this transaction would be contingent upon approval by the Board of Directors or a duly appointed special committee of the Board of Directors. In response to his proposal, General Lyon understands that the Board of Directors of the Company has formed a special committee of independent directors to consider his proposal with the assistance of outside financial and legal advisors which the Committee will retain. General Lyon has advised the Company’s Board of Directors that he will not sell his interest in the Company and will not entertain any proposals in that regard.

General Lyon has retained Lehman Brothers Inc. as his financial advisor in the transaction. He has begun formulating plans regarding potential financing for this transaction and expressed confidence that sufficient financing can be arranged, together with some of the Company’s cash, to consummate this transaction as proposed.

The Company’s stockholders and other interested parties are urged to read the relevant documents filed with the SEC when they become available because they will contain important information. The Company’s stockholders will be able to obtain such documents free of charge at the SEC’s web site at www.sec.gov, or, with respect to documents filed by the Company, from the Company at 4490 Von Karman Avenue, Newport Beach, California 92660, Attention: Investor Relations.

William Lyon Homes is primarily engaged in the design, construction and sale of single family detached and attached homes in California, Arizona and Nevada and at March 31, 2005 had 36 sales locations. The Company’s corporate headquarters are located in Newport Beach, California. For more information about the Company and its new home developments, please visit the Company’s website at www.lyonhomes.com.

CAUTIONARY STATEMENT: Statements in this press release represent General Lyon’s intentions, plans, expectations and beliefs and involve risks and uncertainties that could cause actual events to differ materially from the events described in this press release, including risks or uncertainties related to the success of negotiations with the Company’s Board of Directors or a special committee thereof, whether the conditions to any transaction are satisfied and, if not, whether the transaction will be completed, as well as changes in general economic conditions, stock market

trading conditions, tax law requirements or government regulation, and changes in the homebuilding markets in which the Company competes or the business or prospects of the Company. The reader is cautioned that these factors, as well as other factors described or to be described in SEC filings with respect to the transaction, are among the factors that could cause actual events or results to differ materially from the current expectations described herein. No agreement, arrangement or understanding shall be created between the parties with respect to the Company or the stock of the Company for purposes of any law, rule, regulation, or otherwise, until such as definitive documentation and any agreement, arrangement or understanding has been approved by the Board of Directors of the Company or such special committee and executed and delivered by the parties.

Contact: General William Lyon, 949-476-1355

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