-----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, R98hnVeUrzg1PIi+a8VA7we3OTLXcch4rSymZ9tqnE07cwJSOFrbEXjrjSricznY eFOD3SyIa6ORptnDLtkeCA== 0000892569-98-002857.txt : 19981030 0000892569-98-002857.hdr.sgml : 19981030 ACCESSION NUMBER: 0000892569-98-002857 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981028 ITEM INFORMATION: FILED AS OF DATE: 19981029 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRESLEY COMPANIES /DE CENTRAL INDEX KEY: 0000878093 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 330475923 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10830 FILM NUMBER: 98733057 BUSINESS ADDRESS: STREET 1: 19 CORPORATE PLAZA CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7146406400 MAIL ADDRESS: STREET 1: 19 CORP PLAZA STREET 2: 19 CORP PLAZA CITY: NEWPORT BEACH STATE: CA ZIP: 92660 8-K 1 FORM 8-K 1 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: October 28, 1998 THE PRESLEY COMPANIES (Exact name of registrant as specified in its charter) ------------------------------------------ DELAWARE 0-18001 33-0475923 (State or jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 19 Corporate Plaza Newport Beach, California 92660 (Address of principal executive offices) (949) 640-6400 (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS Section 4.09 of the Indenture dated as of June 29, 1994 (the "Indenture") covering the 12 1/2% Senior Notes due July 1, 2001 of The Presley Companies (the "Senior Notes") provides that if Presley's Consolidated Tangible Net Worth is below $60,000,000 for two consecutive fiscal quarters, Presley is required to offer to purchase $20,000,000 principal amount of Senior Notes. Presley's Consolidated Tangible Net Worth was below $60,000,000 at the end of each of its fiscal quarters ended June 30, 1998 and September 30, 1998. Presley acquired $20,000,000 principal amount of Senior Notes on October 26, 1998 in satisfaction of its above-described obligations under Section 4.09 of the Indenture, and those Senior Notes have been surrendered to the Trustee under the Indenture for cancellation. The Company will recognize a net gain from the purchase of approximately $1,366,000 after giving effect to income taxes and amortization of related deferred loan costs. Such gain will be reflected in the Company's results of operations for the quarter ending December 31, 1998. After the above described transactions, a total of $140,000,000 of Senior Notes remains outstanding. If Presley's Consolidated Tangible Net Worth is below $60,000,000 at the end of its two fiscal quarters ended December 31, 1998 and March 31, 1999, Presley would again be required to offer to purchase up to $20,000,000 of its outstanding Senior Notes in accordance with the provisions of Section 4.09 of the Indenture. Although it has no definitive program to purchase outstanding Senior Notes, Presley may make such purchases from time to time, even if not required by provisions of the Indenture, if management believes such purchases are in the Company's best interest. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. THE PRESLEY COMPANIES, a Delaware corporation Date: October 28, 1998 By: /s/ David M. Siegel ------------------------------------ DAVID M. SIEGEL Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) 2 -----END PRIVACY-ENHANCED MESSAGE-----