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As filed with the Securities and Exchange Commission on November 17, 2000
Registration No. [_________]
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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WILLIAM LYON HOMES
(Exact name of registrant as specified in its charter)
DELAWARE 33-0864902
(State of Incorporation) (I.R.S. employer identification number)
4490 VON KARMAN AVENUE, NEWPORT BEACH, CALIFORNIA 92660
(Address of Principal Executive Office) (Zip Code)
1991 STOCK OPTION PLAN
WILLIAM LYON HOMES 2000 STOCK INCENTIVE PLAN
(Full Title of the "Plans")
WADE H. CABLE Copy to:
President and Chief Operating Officer RICHARD M. SHERMAN, ESQ.
WILLIAM LYON HOMES Irell & Manella LLP
4490 Von Karman Avenue 840 Newport Center Drive, Suite
Newport Beach, California 92660 400
(949) 833-3600 Newport Beach, California 92660
(949) 760-0991
(Name, address including zip code and telephone number,
including area code, of registrants' agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
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1991 Stock Option Plan
Common Stock, par value
$0.01 per share 29,912 $10.12(3) $ 302,709 $ 79.92
Common Stock, par value
$0.01 per share 44,000 $ 7.81(4) $ 343,640 $ 90.72
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William Lyon Homes
2000 Stock Incentive Plan
Options 392,500 N/A N/A N/A
Common Stock, par value
$0.01 per share 1,000,000 $ 7.81(4) $7,810,000 $2,061.84
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(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under either the 1991
Stock Option Plan or the William Lyon Homes 2000 Stock Incentive Plan by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended
(the "Securities Act"), the registration fee is computed based on the
exercise price per share of outstanding options.
(4) Pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act, the
registration fee is based on the average of the high and low selling
prices per share of Common Stock, par value $.01 per share, of William
Lyon Homes on November 16, 2000 as reported by the New York Stock
Exchange.
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EXPLANATORY NOTE
We are filing this registration statement in order to register an
aggregate of 1,029,912 shares of our common stock, par value $.01 per share,
which we have reserved for issuance under the 1991 Stock Option Plan and the
William Lyon Homes 2000 Stock Incentive Plan and 44,000 shares which will be
resold pursuant to the reoffer prospectus. We are also registering the
additional shares of common stock that may become available for purchase in
accordance with the provisions of either Plan in the event of changes in the
outstanding shares of our common stock, including, among other things, stock
dividends, stock splits, reverse stock splits, reorganizations and
recapitalizations.
The material that immediately follows constitutes a reoffer prospectus,
prepared in accordance with the requirements of Part I of Form S-3, in
accordance with General Instruction C to Form S-8. The reoffer prospectus is to
be used in connection with resales of securities acquired under the 1991 Stock
Option Plan.
All references in this registration statement to "Registrant," "the
Company," "William Lyon Homes," "we," "our," and "us" refer to William Lyon
Homes, a Delaware corporation.
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WILLIAM LYON HOMES
COMMON STOCK
44,000 SHARES
This reoffer prospectus relates to 44,000 shares of common stock of
William Lyon Homes, a Delaware corporation, which may be offered and resold from
time to time by the stockholders whom we have listed by name in the attached
Annex 1. It is anticipated that the selling stockholders will offer shares for
sale at prevailing prices on the New York Stock Exchange on the date of sale.
We will not receive any of the proceeds from the sale of the securities
covered by this reoffer prospectus. The Selling Stockholders will pay all
selling and other expenses, if any, associated with any sale of the securities
offered pursuant to this reoffer prospectus. We will pay all of the expenses of
registration incurred in connection with this offering.
Each selling stockholder and any broker executing selling orders on
behalf of them may be deemed an "underwriter" within the meaning of the
Securities Act of 1933, as amended, in which event commissions received by such
broker may be deemed to be underwriting commissions under the Securities Act.
PLEASE READ CAREFULLY "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS
REOFFER PROSPECTUS.
Our common stock is traded on the New York Stock Exchange under the
symbol "WLS."
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS REOFFER PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
You may rely only on the information contained in this reoffer
prospectus. We have not authorized anyone to provide information different from
that contained in this reoffer prospectus. Neither the delivery of this reoffer
prospectus nor sale of shares means that information contained in this
prospectus is correct after the date of this prospectus. This prospectus is not
an offer to sell or solicitation of an offer to buy the shares in any
circumstances in which the offer or solicitation is unlawful.
The date of this reoffer prospectus is November 17, 2000.
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TABLE OF CONTENTS
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The Company ................................................................. 3
Risk Factors ................................................................ 3
Our revenues may go down and results of operations may be
adversely affected if demand for housing declines as
a result of changes in economic and business conditions .............. 3
Our financial position, future results and prospects may be
adversely affected by a variety of risks, many of which are
beyond our control ................................................... 3
Governmental laws and regulations may increase our expenses,
limit the number of homes that we can build or delay completion
of our projects ...................................................... 4
We may not be able to acquire desirable lots for residential
buildout ............................................................. 4
Our requirement to repurchase senior notes may adversely affect
our ability to acquire, hold and develop projects .................... 4
We may not be able to succeed against our competitors ................ 4
Our operating results are variable and if we fail to meet
the expectations of public market analysts and investors,
the market price of our common stock may decline
significantly ........................................................ 5
The transfer restrictions imposed on our stock may make it
difficult for a third party to acquire us even if doing so would
benefit our stockholders ............................................. 5
The transfer restrictions may not be enforceable and an ownership change
may occur with the result that our ability to use our tax net operating
loss carryforwards will be severely limited .......................... 5
Future legislation may result in us not being
able to realize the tax benefits currently available ................. 6
The Internal Revenue Service could challenge the amount of our
net operating loss carryforwards thereby reducing the amount of
tax benefits that we could use ....................................... 6
Use of Proceeds ............................................................. 6
Selling Stockholders ........................................................ 6
Plan of Distribution ........................................................ 7
Where you can find more information about William Lyon Homes ................ 7
Incorporation of certain information by reference ........................... 8
Forward Looking Statements .................................................. 9
Annex 1 ..................................................................... A-1
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THE COMPANY
Our principal executive offices are located at 4490 Von Karman Avenue,
Newport Beach, California 92660, and our telephone number is (949) 833-3600.
Additional information regarding William Lyon Homes is set forth in our Annual
Report on Form 10-K for the year ended December 31, 1999 and in our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000, which are
incorporated by reference into this reoffer prospectus.
We are primarily engaged in designing, constructing and selling single
family detached and attached homes in California, Arizona and Nevada. On
November 10, 1999, our predecessor, The Presley Companies, merged with and into
a wholly-owned subsidiary that changed its name to "The Presley Companies." On
December 31, 1999, we changed our name to "William Lyon Homes."
RISK FACTORS
You should carefully consider the following risk factors as well as the
other information contained in this reoffer prospectus.
OUR REVENUES MAY GO DOWN AND RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED IF
DEMAND FOR HOUSING DECLINES AS A RESULT OF CHANGES IN ECONOMIC AND BUSINESS
CONDITIONS.
General economic and business conditions, both local and national, may
be less favorable in the future. For example, California, where many of William
Lyon Homes' projects are located, underwent a significant recession in the early
1990s. Should economic and business conditions decline, demand for William Lyon
Homes' homes could be significantly affected. An important segment of William
Lyon Homes' customer base consists of move-up buyers, who often purchase homes
subject to contingencies related to the sale of their existing homes. In the
past, the difficulties facing these buyers in selling their homes during
recessionary periods have adversely affected William Lyon Homes' sales.
Moreover, during the last recession, William Lyon Homes had to reduce its sales
prices and offer greater incentives to buyers to compete for sales that resulted
in reduced margins. In addition, increases in mortgage interest rates could
reduce demand for new homes by reducing prospective buyers' ability to obtain
affordable financing. Higher interest rates will also increase the amount of
interest that William Lyon Homes is obligated to pay its lenders. Increases in
the rate of inflation could adversely affect William Lyon Homes' margins by
increasing its costs and expenses. In times of high inflation, demand for
housing may decline and William Lyon Homes may be unable to recover its
increased costs through higher sales prices. William Lyon Homes' operations are
subject to the potential for significant variability and fluctuations in real
estate values. Should a substantial decline in real estate values occur, William
Lyon Homes may be required to write-down the book value of its real estate
assets in accordance with generally accepted accounting principles.
OUR FINANCIAL POSITION, FUTURE RESULTS AND PROSPECTS MAY BE ADVERSELY AFFECTED
BY A VARIETY OF RISKS, MANY OF WHICH ARE BEYOND OUR CONTROL.
As a homebuilder, William Lyon Homes is subject to numerous risks, many
of which are beyond its control, including:
- Adverse weather conditions such as droughts, floods, or wildfires
could damage William Lyon Homes' projects, cause delays in completion of its
projects or reduce consumer demand for its projects.
- Shortages in labor or materials could delay completion of William Lyon
Homes' projects and cause increases in the prices that it pays for labor or
materials, thereby affecting William Lyon Homes' sales and profitability.
- Landslides, soil subsidence, earthquakes and other geologic events
could occur that damage William Lyon Homes' projects, cause delays in the
completion of its projects or reduce consumer demand for its projects. Many of
William Lyon Homes' projects are located in California, which has experienced
significant earthquake activity, including the 1994 earthquake in Northridge,
California. Losses associated with these events may not be insurable,
economically insurable or subject to effective indemnification arrangements. In
addition to direct damage to William Lyon Homes' projects, earthquakes or other
geologic events could damage roads and highways providing access to those
projects, thereby
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adversely affecting the ability of William Lyon Homes to market homes in those
areas and possibly increasing the costs of completion.
- Construction defect, soil subsidence and other building related claims
may be asserted against William Lyon Homes.
GOVERNMENTAL LAWS AND REGULATIONS MAY INCREASE OUR EXPENSES, LIMIT THE NUMBER OF
HOMES THAT WE CAN BUILD OR DELAY COMPLETION OF OUR PROJECTS.
William Lyon Homes is subject to numerous local, state, federal and
other statutes, ordinances, rules and regulations concerning zoning,
development, building design, construction and similar matters which impose
restrictive zoning and density requirements in order to limit the number of
homes that can eventually be built within the boundaries of a particular area.
William Lyon Homes may also be subject to periodic delays in its homebuilding
projects due to building moratoria. William Lyon Homes is also subject to a
variety of local, state, federal and other statutes, ordinances, rules and
regulations concerning the protection of health and the environment. The
particular environmental laws which apply to any given homebuilding site vary
according to the site's location, its environmental conditions and the present
and former uses of the site, as well as adjoining properties. Environmental laws
and conditions may result in delays, may cause William Lyon Homes to incur
substantial compliance and other costs, and can prohibit or severely restrict
homebuilding activity in environmentally sensitive regions or areas.
WE MAY NOT BE ABLE TO ACQUIRE DESIRABLE LOTS FOR RESIDENTIAL BUILDOUT.
The future growth of William Lyon Homes depends upon its ability to
acquire suitable properties for development. William Lyon Homes' financial
position, future results and prospects may be adversely affected if properties
at desirable prices and locations are not continually available.
OUR REQUIREMENT TO REPURCHASE SENIOR NOTES MAY ADVERSELY AFFECT OUR ABILITY TO
ACQUIRE, HOLD AND DEVELOP PROJECTS.
If William Lyon Homes' consolidated tangible net worth is less than $60
million on the last day of each of any two consecutive quarters, William Lyon
Homes is required by the trust indenture governing its senior notes to offer to
purchase $20 million in principal amount of the notes, less the face amount of
notes acquired by William Lyon Homes, each six months, until such time as
William Lyon Homes has a consolidated tangible net worth of at least $60
million. At September 30, 2000, William Lyon Homes had a consolidated tangible
net worth of $73.6 million. Because of William Lyon Homes' obligation to offer
to purchase $20 million, William Lyon Homes has been restricted in its ability
to acquire, hold and develop real estate projects.
WE MAY NOT BE ABLE TO SUCCEED AGAINST OUR COMPETITORS.
The homebuilding industry is highly competitive. Homebuilders compete
for, among other things, desirable properties, financing, raw materials and
skilled labor. William Lyon Homes competes both with large homebuilding
companies, some of which have greater financial resources than William Lyon
Homes, and with smaller local builders. William
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Lyon Homes also competes for sales with individual resales of existing homes and
with available rental housing.
OUR OPERATING RESULTS ARE VARIABLE AND IF WE FAIL TO MEET THE EXPECTATIONS OF
PUBLIC MARKET ANALYSTS AND INVESTORS, THE MARKET PRICE OF OUR COMMON STOCK MAY
DECLINE SIGNIFICANTLY.
William Lyon Homes has historically experienced, and in the future
expects to continue to experience, variability in its operating results on a
quarterly and year-to-year basis. Many of the factors affecting William Lyon
Homes' results, such as those discussed above, are beyond its control and may be
difficult to predict.
THE TRANSFER RESTRICTIONS IMPOSED ON OUR STOCK MAY MAKE IT DIFFICULT FOR A THIRD
PARTY TO ACQUIRE US EVEN IF DOING SO WOULD BENEFIT OUR STOCKHOLDERS.
We have implemented transfer restrictions with respect to shares of our
stock. In general, these transfer restrictions prohibit, without the prior
approval of our Board of Directors, the direct or indirect sale, transfer,
disposition, purchase or acquisition of any of our stock by or to any holder:
- who beneficially owns directly or through attribution 5% or more
of our stock; or
- who, upon the direct or indirect sale, transfer, disposition,
purchase or acquisition of any of our stock, would beneficially
own directly or through attribution 5% or more of our stock.
These transfer restrictions are scheduled to expire on November 11,
2002, unless our Board of Directors extends or accelerates the expiration date.
These transfer restrictions are intended to help reduce, but not eliminate, the
risk of unfavorable ownership changes which could severely limit our use of tax
benefits from our tax net operating loss carryforwards for use in offsetting
future taxable income.
These transfer restrictions may impede an attempt by someone to acquire
a significant controlling interest in us. These transfer restrictions also may
make it more difficult to effect a merger or similar transaction even if a
majority of the stockholders favor the transaction. Furthermore, the transfer
restrictions could entrench management because our common stock is more likely
to remain owned by the same stockholders without the potential for the
realization of a change in control premium.
THE TRANSFER RESTRICTIONS MAY NOT BE ENFORCEABLE AND AN OWNERSHIP CHANGE MAY
OCCUR WITH THE RESULT THAT OUR ABILITY TO USE OUR TAX NET OPERATING LOSS
CARRYFORWARDS WILL BE SEVERELY LIMITED.
The transfer restrictions could be challenged and a court could refuse
to enforce them. It is also possible that the tax authorities could take the
position that the transfer restrictions do not provide the intended effect or
adequate remedies for tax purposes. Thus, even if the transfer restrictions are
in place, transactions could potentially occur that would
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severely limit our ability to use the tax benefits associated with out net
operating loss carryforwards.
FUTURE LEGISLATION MAY RESULT IN US NOT BEING ABLE TO REALIZE THE TAX BENEFITS
CURRENTLY AVAILABLE.
It is possible that legislation or regulations will be adopted that
would limit our ability to use the tax benefits associated with our current tax
net operating loss carryforwards.
THE INTERNAL REVENUE SERVICE COULD CHALLENGE THE AMOUNT OF OUR NET OPERATING
LOSS CARRYFORWARDS THEREBY REDUCING THE AMOUNT OF TAX BENEFITS THAT WE COULD
USE.
The amount of the net operating loss carryforwards claimed by us has not
been audited or otherwise validated by the Internal Revenue Service and it could
challenge the amount of the net operating loss carryforwards that we have
calculated.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale by the selling
stockholders of their securities.
SELLING STOCKHOLDERS
The selling stockholders acquired the shares covered by this reoffer
prospectus under our 1991 Stock Option Plan. Annex 1 to this reoffer prospectus
is a table, as of November 8, 2000, which shows:
- the name of each selling stockholder and his or her relationship to
William Lyon Homes during the last three years;
- the number of shares of our common stock beneficially owned by each
selling stockholder prior to this offering (assuming that all options to acquire
shares are exercisable immediately);
- the number of shares of common stock offered pursuant to this reoffer
prospectus by each selling stockholder; and
- the amount and the percentage (if greater than one percent) of our
common stock that each selling stockholder will own after completion of this
offering (assuming all of the outstanding options under the Plan are exercised,
all of the shares acquired are sold, no additional shares are acquired and no
shares, other than those offered pursuant to this reoffer prospectus, are sold).
We may amend or supplement Annex 1 from time to time.
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PLAN OF DISTRIBUTION
The shares offered by this reoffer prospectus may be sold from time to
time to purchasers directly in one or more transactions (which may involve one
or more block transactions). The selling stockholders alternatively may sell the
shares offered pursuant to this reoffer prospectus on the New York Stock
Exchange or otherwise at prices and on terms then prevailing, or at prices
related to the then current market price or in negotiated transactions. The
selling stockholders may choose to dispose of their shares offered under this
reoffer prospectus by gift to one or more third parties or as a donation to a
charitable or non-profit entity. In addition, the selling stockholders may sell
under Rule 144 promulgated under the Securities Act of 1933, as amended, any
securities covered by this reoffer prospectus which qualify for sale under Rule
144 rather than pursuant to this reoffer prospectus. We will not receive any
part of the proceeds of the sales made hereunder. All expenses associated with
this reoffer prospectus are being borne by us, but all selling and other
expenses incurred by a selling stockholder will be borne by such selling
stockholder.
Some or all of the shares offered pursuant to this reoffer prospectus
may be sold through brokers acting on behalf of the selling stockholders or to
dealers for resale by such dealers, and in connection with such sales, such
brokers or dealers may receive compensation in the form of discounts or
commissions from the selling stockholders and/or the purchasers of the shares
for whom they may act as broker or agent.
To our knowledge, there is currently no agreement with any broker or
dealer respecting the sale of the shares offered pursuant to this reoffer
prospectus. The selling stockholders may agree to indemnify any broker or dealer
that participates in transactions involving the sale of the shares, including
liabilities arising under the Securities Act.
The selling stockholders and any dealer participating in the
distribution of any shares offered hereby or any broker executing selling orders
on behalf of a selling stockholder may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event any profit on the sale of any or
all of the shares of common stock by them and any discounts or commissions
received by any such brokers or dealers may be deemed to be underwriting
discounts and commissions under the Securities Act.
We cannot assure you that any of the selling stockholders will offer for
sale or sell any or all of the securities covered by this reoffer prospectus.
WHERE CAN YOU FIND MORE INFORMATION ABOUT WILLIAM LYON HOMES?
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and accordingly, must file reports, proxy statements and
other information with the Securities and Exchange Commission. You may inspect
and copy these materials at the public reference facilities of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. You may call the Commission at
1-800-SEC-0330 to obtain further information about the operation of the public
reference rooms. The Commission also maintains an Internet web site that
contains reports, proxy statements and other information regarding companies and
other persons that file electronically with the Commission. The Commission's web
site address is http://www.sec.gov. Our common stock is traded on the
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New York Exchange under the symbol "WLS" and you may inspect reports and
information that we file at the offices of the New York Stock Exchange at 20
Broad Street, New York, NY 10005.
We have filed a registration statement and related exhibits on Form S-8
with the Commission under the Securities Act of 1933, as amended, with respect
to the securities covered by this reoffer prospectus. The registration
statement, which includes this reoffer prospectus, contains additional
information about William Lyon Homes and the shares to be sold by the Selling
Stockholders. You may inspect the registration statement and exhibits without
charge at the Commission's offices at 450 Fifth Street, N.W., Washington, D.C.
20549 and you may obtain copies from the Commission at prescribed rates.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Commission allows us to "incorporate by reference" information that
we file with it, which means that we can disclose important information to you
by referring to those documents. The information incorporated by reference is an
important part of this reoffer prospectus, and the information that William Lyon
Homes files later with the Commission will automatically update and supersede
this information. We incorporate by reference the following documents that we
have filed with the Commission:
- the description of our common stock which is set forth under the
heading "Summary of Transfer Restrictions" on pages 49-51 and the headings
"Description of the Capital Stock of Merger Sub", "Certain Provisions of
Delaware Corporate Law and Charter Documents" and "Comparison of Restated
Certificate of Incorporation and Bylaws on pages 53-55 of our Registration
Statement on Form S-4 filed with the Commission on October 7, 1999 (Registration
No. 333-885869);
- Annual Report on Form 10-K for the year ended December 31, 1999; and
- Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
- Proxy Statement for our annual meeting of stockholders held on May 9,
2000;
- Quarterly Report on Form 10-Q for the quarter ended June 30, 2000; and
- Quarterly Report on Form 10-Q for the quarter ended September 30,
2000.
We are also incorporating by reference all other reports and documents
that we may file with the Commission pursuant to Section 13(a), 13(c) 14 and
15(d) of the Securities Exchange Act of 1934, as amended, between the date of
this reoffer prospectus and the termination of the offering of the securities.
You may request, and if you do we will provide at no cost to you, a copy
of any of the documents that we have incorporated by reference (not including
the exhibits to the documents, unless the exhibits are specifically incorporated
by reference into those documents or into this reoffer prospectus) by writing or
telephoning us at the following address:
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William Lyon Homes
4490 Von Karman Ave.
Newport Beach, California 92660
Tel: (949) 833-3600
Attention: Corporate Secretary
Any statement contained in a document incorporated by reference in this
reoffer prospectus shall be deemed modified or superseded for all purposes to
the extent that a statement contained in this reoffer prospectus or any other
subsequently filed document which is also incorporated by reference modifies or
supersedes that statement. You should rely only on the information incorporated
by reference or provided in this reoffer prospectus or any supplement. We have
not authorized anyone else to provide you with different information.
FORWARD LOOKING STATEMENTS
You are cautioned that certain statements contained in this Registration
Statement on Form S-8, as well as some statements by us in periodic press
releases and some oral statements by our officials to securities analysts and
stockholders during presentations about us are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 (the
"Act"). Statements which are predictive in nature, which depend upon or refer to
future events or conditions, or which include words such as "expects,"
"anticipates," "intends," "plans," "believes," "estimates," "hopes," and similar
expressions constitute forward-looking statements. In addition, any statements
concerning future financial performance (including future revenues, earnings or
growth rates), ongoing business strategies or prospects, and possible future
company actions, which may be provided by management, are also forward-looking
statements as defined in the Act. Forward-looking statements are based upon
expectations and projections about future events and are subject to assumptions,
risks and uncertainties about, among other things, us, economic and market
factors and the homebuilding industry.
Actual events and results may differ materially from those expressed or
forecasted in the forward-looking statements due to a number of factors. The
principal factors that could cause our actual performance and future events and
actions to differ materially from such forward-looking statements include, but
are not limited to, changes in general economic conditions either nationally or
in regions in which we operate, whether an ownership change occurs which results
in the limitation of our ability to utilize the tax benefits associated with our
net operating loss carryforward, changes in home mortgage interest rates,
changes in prices of homebuilding materials, labor shortages, adverse weather
conditions, the occurrence of events such as landslides, soil subsidence and
earthquakes that are uninsurable, not economically insurable or not subject to
effective indemnification agreements, changes in governmental laws and
regulations, whether we are able to refinance the outstanding balances of
outstanding senior notes and our working capital facility at their respective
maturities, the timing of receipt of regulatory approvals and the opening of
projects and the availability and cost of land for future growth.
EXPERTS
The consolidated financial statements of William Lyon Homes appearing in
William Lyon Homes' Annual Report (Form 10-K) for the year ended December 31,
1999, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given on the authority of such firm as experts in accounting and auditing.
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ANNEX 1
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Shares of
Common Stock Shares to be
Beneficially Beneficially
Relationship to Owned as of Shares Owned upon
Company During November 15, Offered Completion of
Selling Stockholder Last Three Years 2000(1) Hereby Offering(2) Percent
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David M. Siegel Senior Vice 44,000(3) 44,000 0 *
President and Chief
Financial Officer of
William Lyon Homes
from November 10,
1999 until June 23,
2000. Senior Vice
President and Chief
Financial Officer of
The Presley
Companies from
October 1, 1987
until November 10,
1999.
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(1) Includes all shares acquirable within sixty (60) days.
(2) Assumes sale of all of the shares offered hereby; however, the selling
stockholders may or may not sell any of the offered shares.
(3) Includes 44,000 shares beneficially owned by The Siegel Family Trust U/D/T
Est. 6-20-89.
* Represents less than 1% of the issued and outstanding shares of William Lyon
Homes common stock.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents below are incorporated by reference in this Registration
Statement on Form S-8. In addition, all documents subsequently filed by
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
(a) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999; and
(b) Registrant's Quarterly Reports on Form 10-Q for the three month
periods ended March 31, 2000, June 30, 2000, and September 30,
2000.
(c) Proxy Statement for our annual meeting of stockholders held on
May 9, 2000.
Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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<PAGE> 14
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify such person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.
As permitted by Section 102(b)(7) of the DGCL, Article VII of
Registrant's Certificate of Incorporation provides that no director of
Registrant shall be personally liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty to the fullest extent permitted by
the DGCL.
As permitted by Section 145 of the DGCL, Article IX of Registrant's
Certificate of Incorporation provide that Registrant shall indemnify, to the
fullest extent not prohibited by law, any current or former directors, officers,
employees and agents who are made, or are threatened to be made, parties to any
action, suit or proceeding. Section 10.2 of Registrant's Bylaws also provides
that officers and directors of Registrant shall be indemnified to the fullest
extent permitted by applicable law and Section 10.6 of the Bylaws permits
Registrant to indemnify its employees and agents to the same extent.
Registrant maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been directors or officers of Registrant. Registrant also entered into
agreements to indemnify Registrant's directors and executive officers, in
addition to the indemnification provided for in Registrant's Certificate of
Incorporation and Registrant's Bylaws.
The Delaware General Corporation Law permit and our Certificate of
Incorporation and Bylaws provide for the indemnification of our directors and
officers. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, we have been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
12
<PAGE> 15
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The sale and issuance of securities to the selling stockholders by the
registrant to whom the shares offered for resale pursuant to this Registration
Statement were sold were in each case deemed to be exempt from registration
under the Securities Act of 1933 by virtue of Section 4(2) thereof. The sale and
issuance of securities was effected pursuant to options granted to the two
selling stockholders and did not involve a public offering.
ITEM 8. EXHIBITS.
4.1 1991 Stock Option Plan
4.2 William Lyon Homes 2000 Stock Incentive Plan
4.3 Registrant's Articles of Incorporation (incorporated by
reference to Registrant's Registration Statement on Form S-4
(Registration No. 333-885869)
4.4 Registrant's Bylaws (incorporated by reference to Exhibit 3.2 to
Registrant's Registration Statement on Form S-4 (Registration
No. 333-885869)
5. Opinion of Irell & Manella LLP
23.1 Consent of Ernst & Young LLP, Independent Accountants
23.2 Consent of Irell & Manella LLP (included in Exhibit 5)
24. Powers of Attorney (included on the signature page of this
Registration Statement
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement;
(iii) to include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
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<PAGE> 16
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing
provisions or otherwise, Registrant has been advised that in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by Registrant of expenses incurred or paid by a
director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
14
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on this 16th
day of November, 2000.
WILLIAM LYON HOMES,
a Delaware corporation
By: /s/ WADE H. CABLE
----------------------------------
Wade H. Cable
President and Chief Operating
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Wade H. Cable and Michael D. Grubbs, or
either of them, his or her true and lawful attorneys-in-fact and agents, each
with full power of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including without limitation
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, lawfully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that either of said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
15
<PAGE> 18
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ WILLIAM LYON Chairman of the Board and November 10, 2000
--------------------------------- Chief Executive Officer
William Lyon (principal executive officer)
/s/ MICHAEL D. GRUBBS Senior Vice President and November 10, 2000
--------------------------------- Chief Financial Officer
Michael D. Grubbs (principal financial officer)
/s/ W. DOUGLASS HARRIS Vice President and Corporate November 10, 2000
--------------------------------- Controller (principal
W. Douglass Harris accounting officer)
/s/ WADE H. CABLE Director and President and November 10, 2000
--------------------------------- Chief Operating Officer
Wade H. Cable
/s/ JAMES E. DALTON Director November 10, 2000
---------------------------------
James E. Dalton
/s/ RICHARD E. FRANKEL Director November 13, 2000
---------------------------------
Richard E. Frankel
/s/ WILLIAM H. LYON Director November 10, 2000
---------------------------------
William H. Lyon
/s/ WILLIAM H. MCFARLAND Director November 10, 2000
---------------------------------
William H. McFarland
/s/ MICHAEL L. MEYER Director November 13, 2000
---------------------------------
Michael L. Meyer
/s/ RAYMOND A. WATT Director November 10, 2000
---------------------------------
Raymond A. Watt
/s/ RANDOLPH W. WESTERFIELD Director November 11, 2000
---------------------------------
Randolph W. Westerfield
</TABLE>
16
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Description Numbered Page
------- ----------- -------------
<S> <C> <C>
4.1 1991 Stock Option Plan 17
4.2 William Lyon Homes 2000 Stock Incentive Plan 23
4.3 Registrant's Articles of Incorporation (incorporated by --
reference to Registrant's Registration Statement on Form
S-4 (Registration No. 333-885869)
4.4 Registrant's Bylaws (incorporated by reference to --
Exhibit 3.2 to Registrant's Registration Statement
on Form S-4 (Registration No. 333-885869)
5 Opinion of Irell & Manella LLP 38
23.1 Consent of Ernst & Young LLP, Independent Accountants 39
23.2 Consent of Irell & Manella LLP (included in Exhibit 5)
24 Powers of Attorney (included on the signature page of
this Registration Statement)
</TABLE>
