-----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, QhF3KFRCEUgA4mV2hwF9qZkMqBO6g9Yjwl2A1WG1EmbWGDbQ7fNJzalgww5GW0ul 1vxcAVj0pI54ElSWuqtxfw== 0000902595-98-000240.txt : 19981118 0000902595-98-000240.hdr.sgml : 19981118 ACCESSION NUMBER: 0000902595-98-000240 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981117 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: 98753100 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: 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. 2) 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 (949) 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 (949) 823-7902 November 13, 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 Number of : Shares : 7,939,589 Beneficially : Owned by : Each Reporting : Person With : - -------------------------------------------------------------- : 8 SHARED VOTING POWER 0 - -------------------------------------------------------------- : 9 SOLE DISPOSITIVE POWER 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 - ------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 4. Purpose of Transaction Item 4 of this Statement on Schedule 13D, filed by General William Lyon (the "Reporting Person") with respect to the Series A Common Stock, $0.01 par value, of The Presley Companies, a Delaware corporation (the "Company"), is hereby amended and supplemented as follows: On November 13, 1998, the Reporting Person, through his wholly-owned corporation, William Lyon Homes, Inc. ("WL Homes"), submitted a revised non-binding proposal (the "Revised Proposal") to a special committee (the "Special Committee") of the board of directors of the Company containing the following terms. A wholly-owned subsidiary of the Company would purchase all or substantially all of the assets of WL Homes for a cash purchase price of two times (2x) book value and the assumption of all or substantially all of the liabilities of WL Homes, subject to the completion of the Offer (as defined in the next sentence). WL Homes would make a tender offer (the "Offer") to purchase between 40% and 49% of the outstanding Common Stock of the Company for a purchase price of $0.62 per share. In the event that more than 49% of the outstanding Common Stock of the Company is tendered, WL Homes would purchase a pro rata share from each tendering stockholder. The Offer is conditioned on the consent of the material creditors of the Company and WL Homes and the approval and consent of other third parties. Consummation of the transaction is conditioned upon regulatory approval and the satisfaction of other customary conditions. A copy of the text of the Revised Proposal is attached hereto as Exhibit 1 and incorporated herein by reference. Except as described in this Item 4, as amended, 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 7. Material To Be Filed as Exhibits Exhibit 1 Text of proposal described in Item 4 of this Schedule 13D. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that this statement is true, complete and correct. /s/ William Lyon ---------------------- William Lyon Dated: November 16, 1998 EX-1 2 EXHIBIT 1 EXHIBIT 1 Text of Revised Proposal REVISED PROPOSAL TO THE SPECIAL COMMITTEE OF THE PRESLEY COMPANIES November 13, 1998 Transaction The Presley Companies, a California corporation ("Presley Cal."), will purchase all or substantially all of the assets of William Lyon Homes, a California corporation ("WL Homes") for a cash purchase price of two times (2x) book value and the assumption of all or substantially all of the liabilities of WL Homes, subject to the completion of the Offer (as defined in the next sentence). WL Homes will make a tender offer (the "Offer") to purchase between 40% and 49% of the outstanding Common Stock of The Presley Companies, a Delaware corporation ("Presley Del.," and together with Presley Cal., "Presley") for a purchase price of $0.62 per share. In the event that more than 49% of the outstanding Common Stock of Presley Del. is tendered, WL Homes will purchase a pro rata share from each tendering stockholder. Ownership 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. Conditions to tender (a) Consent and tender agreement from Foothill Capital Corporation, The Foothill Group, Inc., Pearl Street, L.P., First Plaza Group Trust and International Nederlande (U.S.) Capital Corporation. (b) Any required consents to the proposed transactions from, or notifications to, each of the material creditors of Presley. (c) Any required consents to the proposed transactions from, or notifications to, each of the material creditors of WL Homes. (d) Other third party approvals reasonably necessary to complete the proposed transactions. Conditions to Closing (a) There being tendered and not withdrawn prior to the expiration of the Offer a number of shares which constitutes 40% of the outstanding shares of Presley Del. (b) Hart-Scott-Rodino waiting period expires or is terminated, if required. (c) No material adverse change to the business, operations or prospects of Presley or WL Homes. (d) Fairness opinion from SBC Warburg Dillon Read Inc., including opinion as to value of WL Homes, and with respect to the real property to be acquired from WL Homes by Presley Cal., a determination of value by a real estate appraisal firm which is of regional standing in the region in which the subject property is located and is MAI certified, in each case if required by WL Homes and in form and substance reasonably satisfactory to WL Homes. (e) Appropriate corporate governing documents to be amended to restrict any transfer of shares that would result in triggering the change of control tax provisions that would result in the loss of Presley's tax NOLs, if required to preserve the NOLs. (f) 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 June 30, 1999 (unless the delay is because of a breach by the terminating party). (b) By mutual consent. (c) By either party in the event of a material adverse change in the business, operations or prospects of the other party. Exclusivity Agreement Following general agreement regarding the terms included herein, Presley and WL Homes will enter into an Exclusivity Agreement providing WL Homes a 90 day exclusivity period, during which the parties will negotiate in good faith a definitive agreement to be prepared by WL Homes. 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 include (i) customary terms and conditions relating to the purchase of assets and assumption of liabilities by Presley Cal. from WL Homes, and (ii) customary terms and conditions relating to the Offer. Fees and Expenses All expenses incurred in connection with the proposed transactions will be paid by the party incurring such costs. Access to Information Each party will make available financial, business and other information concerning its operations as the other party 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. -----END PRIVACY-ENHANCED MESSAGE-----