-----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, R8Yanctvv/hn6taMYjTSH8MS5bEYBV79JsAM9BTjxYi47xqTEpRqdBeFQuO/NQnH lfevMZ7ne2Dyjt3Id5AecQ== 0000902595-99-000074.txt : 19990405 0000902595-99-000074.hdr.sgml : 19990405 ACCESSION NUMBER: 0000902595-99-000074 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990402 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: 99586842 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 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. 5) 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 March 30, 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: On March 30, 1999, the Company, Presley Homes, a California corporation ("Presley-Cal."), and William Lyon Homes, Inc. ("WL Homes"), a corporation which is controlled by the Reporting Person, amended the non-binding letter of intent (the "Letter of Intent") which was entered into as of December 31, 1998 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. The amendment extended from March 31 to April 30, 1999 the term of the Letter of Intent, the period of exclusive negotiations and the date by which the boards of directors of the respective parties must approve a definitive agreement with respect to the Acquisition and the Offer (collectively, the "Transactions"). The amendment also permits WL Homes to participate in discussions and negotiations with the holders of the Company's Series B Common Stock regarding the purchase by WL Homes of such percentage of the Series B holder's shares so as to reduce such Series B holder's ownership interest in the Company's Common Stock to between 4.9% and 5% of the Company's outstanding Common Stock following consummation of the proposed Transactions. WL Homes may also seek commitments from the Series B holders to sell additional shares to the extent that the number of shares of Series A Common Stock tendered in the Offer are below the minimum threshold set forth in a definitive agreement. Any such negotiations are to be conducted exclusively so as to obtain the consent of the Series B holders to the proposed Transactions and to avoid triggering the change of control tax provisions that would result in the loss of the Company's net operating loss carryforwards for tax purposes. WL Homes is required to notify the Special Committee of the Company's Board of Directors regarding the details of any such discussions and negotiations. WL Homes may not enter into any agreement with any Series B holder prior to receiving written approval from the Special Committee or the Company's Board of Directors. The full text of the March 30 amendment, 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. Their can be no assurances that the parties will ultimately enter into a definitive agreement with respect to the proposed Transactions or that the conditions to the proposed Transactions will be satisfied. 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 Amendment 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: April 2, 1999 EX-1 2 EXHIBIT 1 - AMENDMENT TO LETTER OF INTENT EXHIBIT 1 THE PRESLEY COMPANIES March 30, 1999 William Lyon Homes, Inc. 4490 Von Karman Avenue Newport Beach, California 92660 Attention: General William Lyon This letter amends the Agreement in Principle, dated December 31, 1998 (the "Letter of Intent"), between William Lyon Homes, Inc., a California corporation ("WL Homes"), The Presley Companies, a Delaware corporation ("Presley-Del.") and Presley Homes, a California corporation ("Presley-Cal."). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Letter of Intent. The Letter of Intent is hereby amended as follows: 1. The reference to "March 31, 1999" in Section 11 (Term) is hereby amended to read "April 30, 1999." 2. The reference to "March 31, 1999" in Section 4 (Exclusive Negotiations) is hereby amended to read "April 30, 1999." 3. The reference to "March 31, 1999" in Section 2(g) (Terms and Conditions) is hereby amended to read "April 30, 1999." 4. Notwithstanding Section 4 (Exclusive Negotiations) of the Letter of Intent, WL Homes may participate in discussions and negotiations with the holders of Presley's Series B Common Stock (the "Series B Holders") regarding the purchase by WL Homes of such percentage of the Series B Holder's shares so as to reduce such Series B Holder's ownership interest in Presley- Del.'s Common Stock to between 4.9% and 5% of Presley-Del.'s outstanding Common Stock following consummation of the Transactions (provided, however, that WL Homes may also seek commitments from the Series B Holders to sell additional shares to WL Homes to the extent that the number of Series A shares tendered in response to the Offer is below the minimum threshold agreed upon by Presley-Del. and WL Homes in a Definitive Agreement). Any such discussions and negotiations are to be conducted exclusively in respect of Section 2(d) and Section 2(i) of the Letter of Intent to obtain the consent of the Series B Holders to the Transactions and to structure the Transactions so as to avoid triggering the change of control tax provisions that would result in the loss of Presley-Del.'s net operating losses for tax purposes. WL Homes shall promptly notify the Special Committee of the Board of Directors of Presley-Del. (the "Special Committee") regarding the details of any such discussions and negotiations. WL Homes shall not enter into any agreement with any Series B Holder prior to receiving the written approval from the Special Committee or Presley's Board of Directors. 5. For purposes of the Confidentiality Agreement, dated October 20, 1998, between The Presley Companies and WL Homes, The Presley Companies hereby represents and warrants to WL Homes that the Special Committee of the Board of Directors of The Presley Companies has duly approved of the actions which are permitted to be taken by WL Homes pursuant to the preceding paragraph 4. If 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. THE PRESLEY COMPANIES, a Delaware Corporation By: /s/ Nancy Harlan ------------------------------ Nancy Harlan Senior Vice President and General Counsel By: /s/ Linda Foster ------------------------------ Linda Foster Vice President and Corporate Secretary PRESLEY HOMES, a California corporation By: /s/ Nancy Harlan ------------------------------ Nancy Harlan Senior Vice President and General Counsel By: /s/ Linda Foster ------------------------------ Linda Foster Vice President and Corporate Secretary AGREED, AS OF MARCH 30, 1999: WILLIAM LYON HOMES, INC., a California corporation By: /s/ William Lyon -------------------------- William Lyon Chairman, President & CEO -----END PRIVACY-ENHANCED MESSAGE-----