-----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, ENsPDHnwwNg8I/LycspZE3CvkL2dcVQ9wWmYxhg6LjTvmNPzO4xraXrmpDj8NV5G EHsKcBTfVm6IbbFNiNT8sQ== 0000902595-98-000133.txt : 19980703 0000902595-98-000133.hdr.sgml : 19980703 ACCESSION NUMBER: 0000902595-98-000133 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980702 SROS: NASD 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 13D SEC ACT: SEC FILE NUMBER: 005-42105 FILM NUMBER: 98659550 BUSINESS ADDRESS: STREET 1: 19 CORPORATE PLAZA CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7146406400 MAIL ADDRESS: STREET 2: 19 CORP PLAZA CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LYON WILLIAM CENTRAL INDEX KEY: 0001065244 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O WILLIAM LYON HOMES INC STREET 2: 4490 VON KARMAN CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9498333600 MAIL ADDRESS: STREET 1: C/O WILLIAM LYON HOMES INC STREET 2: 4490 VON KARMAN CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13D 1 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. ) ---- THE PRESLEY COMPANIES (Name of Issuer) Series A Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 741030-10-0 (CUSIP Number) General William Lyon c/o William Lyon Homes, Inc. 4490 Von Karman Newport Beach, California 92660 (714) 833-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: David A. Krinsky, Esq. O'Melveny & Myers LLP 610 Newport Center Drive Suite 1700 Newport Beach, California 92660-6429 (714) 669-7902 June 30, 1998 (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 which 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. CUSIP No. 741030-10-0 Schedule 13D - ------------------------------------------------------------ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON General William Lyon - ------------------------------------------------------------ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ] - ------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------ (4) SOURCE OF FUNDS PF - ------------------------------------------------------------ (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 - ------------------------------------------------------------ : (7) SOLE VOTING POWER : 7,939,589 : -------------------------------------- : (8) SHARED VOTING POWER Number Of Shares : 0 Beneficially Owned : -------------------------------------- By Each Reporting : (9) SOLE DISPOSITIVE POWER Person With : 7,939,589 : -------------------------------------- : (10) SHARED DISPOSITIVE POWER : 0 - ------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,939,589 - -------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2% - -------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN - -------------------------------------------------------------- Item 1. Security and Issuer This statement relates to the Series A Common Stock, $0.01 par value (the "Shares") of The Presley Companies, a Delaware corporation (the "Company"), having its principal executive offices at 19 Corporate Plaza, Newport Beach, California 92660. Item 2. Identity and Background (a) This Schedule 13D is filed on behalf of General William Lyon, an individual. General Lyon is hereinafter referred to as the "Reporting Person." (b) The Reporting Person's address is c/o William Lyon Homes, Inc., 4490 Von Karman, Newport Beach, California 92660. (c) Since 1987, the Reporting Person has served as a director and as Chairman of the Board of the Company. He is also the Chairman of the Board, President and Chief Executive Officer of William Lyon Homes, Inc., a homebuilding company. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws, or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration The Reporting Person acquired for cash all of the Shares beneficially owned by him in October 1987. The Reporting Person used bank debt to finance the acquisition of such Shares. The Reporting Person hereby incorporates herein by reference its response set forth in Item 4 of this Schedule 13D. Item 4. Purpose of Transaction The Reporting Person acquired all of the Shares beneficially owned by him in October 1987. In October 1991, the Company completed an initial public offering of its Shares and, in connection with such public offering, registered such Shares under Section 12(g) of the Securities Exchange Act of 1934, as amended. Prior to formulating the proposal described below, the Reporting Person held the Shares beneficially owned by him continuously as an investment. On May 5, 1998, the Company announced that it had engaged an investment banking firm to assist the Company in evaluating strategic alternatives. On June 30, 1998, the Reporting Person submitted a non-binding proposal to a special committee (the "Special Committee") of the board of directors of the Company, in which, among other things, the Reporting Person, through his wholly-owned corporation, William Lyon Homes, Inc., proposed to acquire all of the outstanding stock of the Company in a series of related transactions for a cash price of $.40 per share. The proposal is conditioned on the execution of a definitive agreement, certain amendments of the Company's 12.5% Senior Notes, and regulatory, stockholder and other approvals. A copy of the text of the proposal is attached hereto as Exhibit 1 and incorporated herein by reference. The Reporting Person has advised the Company that the proposal expires July 31, 1998. Except as described above in this Item 4, the Reporting Person currently does not have any plans or proposals that relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) The Reporting Person beneficially owns an aggregate of 7,939,589 Shares, representing approximately 15.2% of the total number of Shares of the Company outstanding as of April 3, 1998 (as reported in the Company's most recent definitive proxy statement filed with the Securities and Exchange Commission).<1> (b) The Reporting Person has the sole power to vote or to direct the vote, and the sole power to dispose or direct the disposition, of all 7,939,589 Shares beneficially owned by him. (c) The Reporting Person has not effected any transactions in any Shares during the past 60 days. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Person. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any of the Shares beneficially owned by the Reporting Person. Item 7. Material To Be Filed as Exhibits Exhibit 1 Text of proposal described in Item 4 of this Schedule 13D. - ------------------------ [FN] <1> The Company's Series B Common Stock became convertible into a like number of shares of Series A Common Stock from and after May 20, 1997. The percentage calculation assumes the conversion of all of the outstanding shares of Series B Common Stock into shares of Series A Common Stock. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that this statement is true, complete and correct. By: /s/ William Lyon ------------------------ William Lyon Dated: July 1, 1998 EXHIBIT INDEX
Exhibit No. Description Page No. - ----------- ------------------------------------ -------- 1. Text of Proposal
EX-1 2 EXHIBIT 1 EXHIBIT 1 Text of Proposal PROPOSAL TO THE SPECIAL COMMITTEE OF THE PRESLEY COMPANIES June 30, 1998 Transaction Overview: William Lyon Homes, a California corporation ("WL Homes") will acquire The Presley Companies, a Delaware corporation ("Presley Del.") through a cash-for-stock merger pursuant to which all of the holders of the Series A and Series B Common Stock of Presley Del. (other than General William Lyon) will receive cash for their shares of Presley Del. Step One: WL Homes will arrange a bridge loan in the amount of $40 million (the "Bridge Loan"). WL Homes will contribute approximately $17.6 million to a newly-formed acquisition subsidiary ("Newco") and will distribute approximately $22.4 million to General Lyon as a return of his previously taxed S corporation earnings. Step Two: General Lyon will transfer his shares of Presley Del. to WL Homes in exchange for additional shares of WL Homes stock in a transaction intended to be tax-free under I.R.C. Section 351. Step Three: Presley Del., its wholly-owned subsidiary, The Presley Companies, a California corporation ("Presley Cal." and, together with Presley Del., "Presley"), and Newco will merge in a cash-for-stock merger pursuant to which the stockholders of Presley Del. (other than Newco) will receive $0.40 per share, or an aggregate of approximately $17.6 million. The shares of Presley Del. held by Newco will be cancelled for no additional consideration. Presley Del. will be the surviving corporation (the "Combined Entity"). Step Four: All of the assets and liabilities of WL Homes, including the Bridge Loan, will be contributed from WL Homes to the Combined Entity. The Bridge Loan will be repaid by the Combined Entity. Ownership Pre-closing: This proposal assumes that Presley Del. has (i) an aggregate of 52,195,678 shares of Series A Common Stock and Series B Common Stock outstanding, (ii) outstanding options having an exercise price of not less than $1.00 per share, and (iii) no other convertible securities. Post-closing: After the proposed transactions, General Lyon will own all of the outstanding capital stock of WL Homes, which will own all of the outstanding capital stock of the Combined Entity. Conditions to Signing (a) Approval of at least a majority of the outstanding 12.5% Senior Notes due 2001 (the "Notes") to an extension of the maturity date and to certain modifications to the financial covenants relating to such Notes. (b) Consent and voting agreement from Foothill Capital Corporation, The Foothill Group, Inc., Pearl Street, L.P., First Plaza Group Trust and International Nederlande (U.S.) Capital Corporation (c) Consent to the proposed transactions and waiver of benefits from any action seeking to challenge the transactions (whether by contract, law or otherwise), from each of the material creditors of Presley and WL Homes (d) Other third party approvals reasonably necessary to complete the proposed transactions Conditions to Closing (a) Approval by Presley Del. stockholders (b) Hart-Scott-Rodino waiting period expires or is terminated (c) No material adverse change to the business, operations or prospects of Presley (d) Fairness opinion from SBC Warburg Dillon Read Inc., including opinion as to value of WL Homes, reasonably satisfactory to WL Homes (e) Other conditions reasonably requested by WL Homes, including customary legal opinions Termination Rights (a) Either party may terminate if the closing has not occurred by December 31, 1998 (unless the delay is because of a breach by the terminating party) (b) By mutual consent (c) By WL Homes in the event of a material adverse change in the business, operations or prospects of Presley Exclusivity Agreement Following general agreement regarding the terms included herein, Presley and WL Homes will enter into an Exclusivity Agreement providing WL Homes a 120 day exclusivity period during which it will conduct due diligence, the parties will negotiate in good faith a definitive agreement to be prepared by WL Homes and the parties will negotiate in good faith with the holders of the Notes and other third parties to obtain the required modifications and consents. Neither Presley nor any of its affiliates will negotiate with any other party while Presley and WL Homes are negotiating in good faith. Definitive Agreement While this proposal includes the essential terms of an agreement relating to the subject transactions, it does not and is not intended to constitute a legally binding offer with respect to the transactions. No obligation of any nature, other than those contained in the Exclusivity Agreement, shall exist between the parties until and unless a mutually satisfactory definitive agreement is executed by the parties. The definitive agreement will contain limited representations and warranties. Fees and Expenses All expenses incurred in connection with the proposed transactions will be paid by the party incurring such costs; if the transactions are consummated, WL Homes will assume all reasonable liabilities incurred by Presley in connection therewith. Access to Information Presley will make available financial, business and other information concerning its operations as WL Homes may reasonably request. Presley acknowledges that General Lyon and Wade Cable, directors of Presley, have prepared this proposal and are sharing information regarding Presley with their advisors in connection with the proposed transactions. Disclosure Neither WL Homes nor Presley will disclose to any third party that these discussions are taking place, or have taken place, without the prior written approval of the other party; neither WL Homes nor Presley will issue any press release in connection with the matters contemplated herein, other than as required by law or agreed to by the parties. -----END PRIVACY-ENHANCED MESSAGE-----