-----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, H6TpytWtnfIYRAyNtYAucLEGrVT3lGhkzsguRK19T5rreJCpehwFRSui0GK8ZbAm xn3lhDAXkjeY8Vliq0MNUg== 0000892569-99-002842.txt : 19991102 0000892569-99-002842.hdr.sgml : 19991102 ACCESSION NUMBER: 0000892569-99-002842 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991101 SUBJECT COMPANY: 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: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-42105 FILM NUMBER: 99738747 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 FILED BY: 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: SC 14D9/A 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 SC 14D9/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D-9 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-9 (AMENDMENT NO. 1) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 THE PRESLEY COMPANIES (NAME OF SUBJECT COMPANY) THE PRESLEY COMPANIES (NAME OF PERSON FILING STATEMENT) SERIES A COMMON STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 741030 10 0 (CUSIP NUMBER OF CLASS OF SECURITIES) WADE H. CABLE PRESIDENT AND CHIEF EXECUTIVE OFFICER THE PRESLEY COMPANIES 19 CORPORATE PLAZA NEWPORT BEACH, CALIFORNIA 92660 (949) 640-6400 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT) WITH COPIES TO: NANCY M. HARLAN, ESQ. BRIAN J. MCCARTHY, ESQ. KEITH PAUL BISHOP, ESQ. THE PRESLEY COMPANIES SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP IRELL & MANELLA LLP 19 CORPORATE PLAZA 300 SOUTH GRAND AVENUE, SUITE 3400 840 NEWPORT CENTER DRIVE, SUITE 400 NEWPORT BEACH, CALIFORNIA 92660 LOS ANGELES, CALIFORNIA 90071 NEWPORT BEACH, CALIFORNIA 92660 (949) 640-6400 (213) 687-5000 (949) 760-0991
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 The Presley Companies (the "Company") hereby amends and supplements its Schedule 14D-9 filed on October 7, 1999 (as amended, the "Schedule 14D-9") as set forth in this Amendment No. 1. Capitalized terms used but not defined herein have the meanings assigned to them in the Solicitation/Recommendation Statement on Schedule 14D-9 of the Company filed on October 7, 1999. ITEM 2. TENDER OFFER OF THE BIDDER. Pursuant to a Press Release dated October 29, 1999 and the Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 filed by William Lyon and William H. Lyon on October 29, 1999, the Lyons announced that they have waived the minimum share tender requirement in connection with the Offer for up to 10,678,792 outstanding shares of Series A Common Stock of the Company. The Offer was initially conditioned upon their being validly tendered and not withdrawn prior to the expiration of the Offer at least 1,989,180 shares of Series A Common Stock. The Offer is no longer conditioned upon the tender of the minimum number of Series A Common Stock. All other terms and conditions of the Offer remain unchanged. ITEM 4. THE SOLICITATION OR RECOMMENDATION. The recommendation of the Company remains unchanged after the Amendment No. 1 to the Schedule 14D-1, which waives the condition that a minimum of 1,989,180 shares of Series A Common Stock be tendered in the Offer. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. The management of the Company and William Lyon Homes, Inc. have held preliminary discussions regarding the terms of a possible option in favor of the Company to purchase certain real estate assets owned by William Lyon Homes and located in Ontario, California. These assets are not included in the properties to be purchased by Presley Homes or its permitted assigns pursuant to the Purchase Agreement and Escrow Instructions previously entered into on October 7, 1999 by the Company, Presley Homes, William Lyon Homes and the Lyons. The purchase price payable by the Company pursuant to any exercise of such option is expected to be approximately $3 million. When the definitive terms and conditions of the option agreement have been fully negotiated, they will be presented to the Board of Directors of both the Company and William Lyon Homes for review and approval. 3 ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Offer to Purchase, dated October 7, 1999, incorporated by reference to the Schedule 14D-1.* Exhibit 2 Letter of Transmittal, dated October 7, 1999, incorporated by reference to the Schedule 14D-1.* Exhibit 3 Letter to Stockholders of The Presley Companies, dated October 7, 1999.* Exhibit 4 Press Release, dated October 7, 1999, issued by Presley. Exhibit 5 Purchase Agreement and Escrow Instructions (the Purchase Agreement), dated as of October 7, 1999, by and among William Lyon Homes, the Lyons, Presley and Presley Homes, incorporated by reference to the Schedule 14D-1. Exhibit 6 Stock Purchase and Sale Agreements, entered into as of July 6, 1999, between William Lyon Homes and three of the holders of Series B Common Stock of Presley, incorporated by reference to the Schedule 14D-1. Exhibit 7 Confidentiality Agreement, dated as of November 17, 1998, entered into by and between William Lyon Homes and Presley, incorporated by reference to the Schedule 14D-1. Exhibit 8 Form of Severance Agreement, effective September 24, 1998, between Presley and certain of its key management personnel. Exhibit 9 Fifth Amended and Restated Loan Agreement, dated as of July 16, 1998, incorporated by reference to Presley's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998. Exhibit Form of Indemnification Agreement, entered into between 10 Presley and each of its directors and executive officers, and each of the directors and officers of its subsidiaries, incorporated by reference to Presley's Registration Statement on Form S-1, and amendments thereto (Registration No. 33-42161). Exhibit Opinion of Warburg Dillon Read LLC, dated September 16, 11 1999.* Exhibit Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, 12 Inc. dated September 16, 1999.* Exhibit 1998 Incentive Compensation Plan, incorporated by reference 13 to Presley's Annual Report on Form 10-K for the year ended December 31, 1998. Exhibit 1991 Stock Option Plan, as amended, incorporated by 14 reference to Presley's Proxy Statement for Annual Meeting of Stockholders held on May 20, 1994.
- --------------- * Included in copies mailed to stockholders. All Exhibits were previously filed with the Schedule 14D-9 on October 7, 1999. 2 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. THE PRESLEY COMPANIES By: /s/ WADE H. CABLE ------------------------------------ Name: Wade H. Cable Title: President and Chief Executive Officer Dated: November 1, 1999 3 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1 Offer to Purchase, dated October 7, 1999, incorporated by reference to the Schedule 14D-1.* 2 Letter of Transmittal, dated October 7, 1999, incorporated by reference to the Schedule 14D-1.* 3 Letter to Stockholders of The Presley Companies, dated October 7, 1999.* 4 Press Release, dated October 7, 1999, issued by Presley. 5 Purchase Agreement and Escrow Instructions (the Purchase Agreement), dated as of October 7, 1999, by and among William Lyon Homes, the Lyons, Presley and Presley Homes, incorporated by reference to the Schedule 14D-1. 6 Stock Purchase and Sale Agreements, entered into as of July 6, 1999, between William Lyon Homes and three of the holders of Series B Common Stock of Presley, incorporated by reference to the Schedule 14D-1. 7 Confidentiality Agreement, dated as of November 17, 1998, entered into by and between William Lyon Homes and Presley, incorporated by reference to the Schedule 14D-1. 8 Form of Severance Agreement, effective September 24, 1998, between Presley and certain of its key management personnel. 9 Fifth Amended and Restated Loan Agreement, dated as of July 16, 1998, incorporated by reference to Presley's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998. 10 Form of Indemnification Agreement, entered into between Presley and each of its directors and executive officers, and each of the directors and officers of its subsidiaries, incorporated by reference to Presley's Registration Statement on Form S-1, and amendments thereto (Registration No. 33-42161). 11 Opinion of Warburg Dillon Read LLC, dated September 16, 1999.* 12 Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. dated September 16, 1999.* 13 1998 Incentive Compensation Plan, incorporated by reference to Presley's Annual Report on Form 10-K for the year ended December 31, 1998. 14 1991 Stock Option Plan, as amended, incorporated by reference to Presley's Proxy Statement for Annual Meeting of Stockholders held on May 20, 1994.
- --------------- * Included in copies mailed to stockholders. All Exhibits were previously filed with the Schedule 14D-9 on October 7, 1999. -----END PRIVACY-ENHANCED MESSAGE-----