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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
Date of Report: October 28, 1998
THE PRESLEY COMPANIES
(Exact name of registrant as specified in its charter)
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DELAWARE 0-18001 33-0475923
(State or jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
19 Corporate Plaza
Newport Beach, California 92660
(Address of principal executive offices)
(949) 640-6400
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Section 4.09 of the Indenture dated as of June 29, 1994 (the
"Indenture") covering the 12 1/2% Senior Notes due July 1, 2001 of The Presley
Companies (the "Senior Notes") provides that if Presley's Consolidated Tangible
Net Worth is below $60,000,000 for two consecutive fiscal quarters, Presley is
required to offer to purchase $20,000,000 principal amount of Senior Notes.
Presley's Consolidated Tangible Net Worth was below $60,000,000 at the end of
each of its fiscal quarters ended June 30, 1998 and September 30, 1998. Presley
acquired $20,000,000 principal amount of Senior Notes on October 26, 1998 in
satisfaction of its above-described obligations under Section 4.09 of the
Indenture, and those Senior Notes have been surrendered to the Trustee under the
Indenture for cancellation. The Company will recognize a net gain from the
purchase of approximately $1,366,000 after giving effect to income taxes and
amortization of related deferred loan costs. Such gain will be reflected in the
Company's results of operations for the quarter ending December 31, 1998. After
the above described transactions, a total of $140,000,000 of Senior Notes
remains outstanding.
If Presley's Consolidated Tangible Net Worth is below $60,000,000 at the
end of its two fiscal quarters ended December 31, 1998 and March 31, 1999,
Presley would again be required to offer to purchase up to $20,000,000 of its
outstanding Senior Notes in accordance with the provisions of Section 4.09 of
the Indenture.
Although it has no definitive program to purchase outstanding Senior
Notes, Presley may make such purchases from time to time, even if not required
by provisions of the Indenture, if management believes such purchases are in the
Company's best interest.
SIGNATURES
Pursuant to the requirements of Section 13 or 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 thereunto duly authorized.
THE PRESLEY COMPANIES,
a Delaware corporation
Date: October 28, 1998 By: /s/ David M. Siegel
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DAVID M. SIEGEL
Senior Vice President, Chief Financial
Officer and Treasurer (Principal
Financial Officer)
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