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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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January 4, 2000 (December 29, 1999)
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Date of Report (Date of earliest event reported)
WILLIAM LYON HOMES
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(Exact name of registrant as specified in its charter)
Delaware 0-18001 33-0475923
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
19 Corporate Plaza, Newport Beach, California 92660
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(Address of principal executive offices) (zip code)
(949) 640-6400
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Registrant's telephone number, including area code
THE PRESLEY COMPANIES
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(Former name or former address, if changed since last report)
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Items 1, 2, 3 and 4. Not Applicable.
Item 5. Other Events.
On December 29, 1999, The Presley Companies (the "Company") issued a
press release, a copy of which is attached hereto as Exhibit 99.1 announcing its
name change to William Lyon Homes effective after the close of business on
Friday, December 31, 1999. The Company also changed its New York Stock Exchange
stock ticker symbol from PDC to WLS effective Monday, January 3, 2000. The
Company's common stock will continue to trade on the New York Stock Exchange.
The Company effectuated the name change through a short form merger of
WLPC, Inc., a wholly owned subsidiary, with and into the Company, with the
Company as the surviving corporation. A copy of the Certificate of Ownership and
Merger filed in the State of Delaware on December 31, 1999 is attached hereto as
Exhibit 99.2. In the merger, the Company changed its name to William Lyon Homes.
Item 6. Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit 99.1 Press Release dated December 29, 1999.
Exhibit 99.2 Certificate of Ownership and Merger.
Item 8. Not Applicable.
SIGNATURE
Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: January 4, 2000
WILLIAM LYON HOMES,
a Delaware corporation
By: /s/ David M. Siegel
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Name: David M. Siegel
Title: Senior Vice President,
Chief Financial Officer
and Treasurer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release Dated December 29, 1999
99.2 Certificate of Ownership and Merger
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EXHIBIT 99.1
THE PRESLEY COMPANIES WILL CHANGE ITS NAME TO
WILLIAM LYON HOMES
NEWPORT BEACH, CA, December 29, 1999 - - - The Presley Companies (the
"Company") (NYSE: PDC) announced today that it will change its name to William
Lyon Homes effective after the close of business on Friday, December 31, 1999.
The Company will also change its stock ticker symbol from PDC to WLS effective
Monday, January 3, 2000. The Company's common stock will continue to trade on
the New York Stock Exchange.
"In November of this year, the Company acquired substantially all of
the real estate and related assets of William Lyon Homes, Inc." stated Wade
Cable, president of the Company. "We believe that this name change will allow
the Company to take advantage of the strong reputation of the William Lyon name
and to reflect the significant transactions that we have effected in the past
year."
The Company is one of the oldest and largest homebuilders in the
Southwest with development communities in California, Arizona, New Mexico and
Nevada. The Company's corporate headquarters are located in Newport Beach,
California.
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EXHIBIT 99.2
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
WLPC, INC.
A DELAWARE CORPORATION
WITH AND INTO
THE PRESLEY COMPANIES
A DELAWARE CORPORATION
(Pursuant to Section 253 of the
General Corporation Law of Delaware)
The Presley Companies, a corporation organized and existing under the
laws of Delaware does hereby certify:
FIRST: That The Presley Companies was incorporated on July 15,
1999, pursuant to the General Corporation Law of the State of Delaware
(the "DGCL"), the provisions of which permit the merger of a subsidiary
corporation organized and existing under the laws of said State with
and into a parent corporation organized and existing under the laws of
said State.
SECOND: That The Presley Companies owns one hundred percent
(100%) of the outstanding shares of each class of stock of WLPC, Inc.,
a Delaware corporation incorporated on December 13, 1999, pursuant to
the DGCL.
THIRD: That the Board of Directors of The Presley Companies
pursuant to a unanimous written consent dated December 14, 1999,
determined to merge its wholly owned subsidiary WLPC, Inc., with and
into itself and did adopt the following resolution thereof:
WHEREAS, this Corporation owns all of the outstanding
capital stock of WLPC, Inc., a Delaware corporation ("WLPC");
WHEREAS, it is deemed to be advisable and in the best
interests of this Corporation that the Corporation merge into
itself WLPC and assume all of its obligations; and
WHEREAS, it is deemed to be advisable and in the best
interests of this Corporation that said merger shall become
effective at
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5:00 p.m. Delaware local time, on December 31, 1999, and that
upon effectiveness of said merger, the name of the Corporation
shall be changed to William Lyon Homes and Article First of
the Certificate of Incorporation of the Corporation, as
heretofore amended, shall be amended to read as follows:
"FIRST. The name of this corporation is
William Lyon Homes."
NOW THEREFORE BE IT RESOLVED, that the Corporation
merge, and it hereby does merge, into itself WLPC, Inc. and
assumes all of its obligations;
RESOLVED, that said merger shall become effective at
5:00 p.m. Delaware local time, on December 31, 1999;
RESOLVED, that upon effectiveness of said merger, the
name of the Corporation shall be changed to William Lyon Homes
and Article First of the Certificate of Incorporation of the
Corporation, as heretofore amended, shall be amended to read
as follows:
"FIRST. The name of this corporation is
William Lyon Homes."
RESOLVED, that except for the foregoing amendment to
Article First, the Certificate of Incorporation, as previously
amended, shall remain unchanged by the merger and in full
force and effect until further amended in accordance with the
Delaware General Corporation Law;
RESOLVED, that the proper officers of the Corporation
be, and they hereby are, directed to make and execute a
Certificate of Ownership and Merger setting forth a copy of
the resolutions to so merge WLPC and to assume its
obligations, and to so change the name of the Corporation, and
the date of adoption thereof, and to cause the same to be
filed with the Secretary of State of the State of Delaware and
to do all acts and things whatsoever, whether within or
without the State of Delaware, which may be necessary or
proper to effect said merger and change of name.
FOURTH: That upon the effective date of the merger, Article I
of the Certificate of Incorporation of this Corporation shall be
amended to read: "The name of this corporation is William Lyon Homes."
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In witness whereof, the Corporation has caused this certificate to be
signed by its duly authorized officer, this 14th day of December, 1999.
THE PRESLEY COMPANIES
A DELAWARE CORPORATION
By: /s/ Wade H. Cable
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Name: Wade H. Cable
Title: President and Chief Executive Officer
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