-----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, HrlqnuXYePg0V8qwExA4n5MCkmIGGg21zeAaDmiWzr3Qne2nc7g0gRAwwBDnTmSp tstmTghhLqr9MMwZMUdSgw== 0000902595-99-000042.txt : 19990218 0000902595-99-000042.hdr.sgml : 19990218 ACCESSION NUMBER: 0000902595-99-000042 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990217 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/A SEC ACT: SEC FILE NUMBER: 005-42105 FILM NUMBER: 99544718 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/A 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/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D 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. 4) 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 February 12, 1999 (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: 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: William Lyon Homes, Inc. ("WL Homes"), a corporation which is controlled by the Reporting Person, has proposed a modification to the non-binding letter of intent (the "Letter of Intent") which was entered into as of December 31, 1998 among WL Homes, the Company and Presley Homes, a California corporation ("Presley-Cal."), with respect to (i) the proposed purchase by Presley-Cal. of all or substantially all of the assets of WL Homes (the "Acquisition"), and (ii) the proposed concurrent purchase by WL Homes pursuant to a tender offer (the "Offer") of a portion of the outstanding Common Stock of the Company (other than shares held by William Lyon) for a purchase price of $0.62 per share. Under the proposed modification, WL Homes has proposed to purchase not more than 37% of the outstanding shares of Common Stock of Presley-Del. at a price of $0.62 per share. In addition, WL Homes has proposed that the Acquisition and the Offer (collectively, the "Transactions") be structured to permit the Reporting Person and his affiliates, prior to consummation of the Transactions and consistent with the requirements of applicable securities laws, to sell shares of Presley-Del. Common Stock which are currently owned by such persons, up to a maximum of 4% of the total number of shares of Presley-Del. Common Stock presently outstanding. The full text of the proposed modification, which is filed as Exhibit 1 hereto, is incorporated herein by reference. The Transactions are subject to the negotiation and execution of a definitive agreement among the parties and various other terms and conditions as set forth in the Letter of Intent and the proposed modification. Their can be no assurances that the parties will ultimately enter into a definitive agreement with respect to the Transactions or that the conditions to the Transactions will be satisfied. The Company and WL Homes have agreed in the Letter of Intent that, subject to the fiduciary duties of their respective boards of directors, they will negotiate exclusively with each other towards a definitive agreement until March 31, 1999. 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 Modification to Letter of Intent as 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: February 16, 1999 EX-1 2 EXHIBIT 1 TO SCHEDULE 13D/A EXHIBIT 1 [WLH LETTERHEAD] February 12, 1999 The Presley Companies 19 Corporate Plaza Newport Beach, California 92660 Attention: General James Dalton Re: Modification to Agreement in Principle Concerning The Presley Companies and William Lyon Homes, Inc. Ladies and Gentlemen: This letter sets forth a modification to our mutual, preliminary understanding with respect to the proposed acquisition by The Presley Companies, a Delaware corporation ("Presley-Del."), of substantially all of the assets of William Lyon Homes, Inc., a California corporation ("WL Homes"), and the purchase by WL Homes of a portion of the outstanding Common Stock of Presley-Del. Our understanding, as reflected in the letter dated December 30, 1998 from WLH to Presley-Del. (the "Original Letter"), is modified as follows: 1. The Offer. On the conditions set forth in the Original Letter and to be included in a definitive agreement (the "Definitive Agreement"), WL Homes will make a tender offer (the "Offer") to purchase not more than 37% of the outstanding shares of Common Stock of Presley-Del. for a purchase price of $0.62 per share. In the event that more than 37% of the outstanding shares of Common Stock of Presley-Del. is tendered, WL Homes will purchase shares from each tendering stockholder on a pro rata basis. The Offer shall be conditioned upon there being tendered and not withdrawn prior to expiration of the Offer a number of shares which constitutes at least 37% of the outstanding shares of Common Stock of Presley-Del. 2. Sale of Presley-Del. Stock by William Lyon. The Transactions (as such term is defined in the Original Letter) will be structured to permit William Lyon and/or his affiliates, prior to consummation of the Transactions and consistent with the requirements of applicable securities laws, to sell shares of Presley-Del. Common Stock which are currently owned by such persons, up to a maximum of 4% of the total number of shares of Presley-Del. Common Stock presently outstanding. Except as modified above, the understandings reflected in the Original Letter shall remain unchanged. If the Original Letter, as modified by this letter, is satisfactory to you as a basis for proceeding toward a Definitive Agreement, please so signify on the enclosed copy of this letter and return it to us at the above address. WILLIAM LYON HOMES, INC., a California corporation By: /s/ William Lyon ---------------------------- William Lyon Chairman, President & CEO AGREED, AS OF FEBRUARY ___, 1999: THE PRESLEY COMPANIES, a Delaware corporation By:----------------------------------------- Nancy Harlan Senior Vice President and General Counsel By:----------------------------------------- Linda Foster Vice President and Corporate Secretary PRESLEY HOMES a California corporation By:----------------------------------------- Nancy Harlan Senior Vice President and General Counsel By:----------------------------------------- Linda Foster Vice President and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----