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. 2)
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
November 13, 1998
(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: [ ]
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7(b) for other parties to whom copies are
to be sent.
<PAGE>
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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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: 7 SOLE VOTING POWER
Number of :
Shares : 7,939,589
Beneficially :
Owned by :
Each Reporting :
Person With :
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: 8 SHARED VOTING POWER
0
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: 9 SOLE DISPOSITIVE POWER
7,939,589
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: 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,939,589
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 November 13, 1998, the Reporting Person, through his
wholly-owned corporation, William Lyon Homes, Inc. ("WL Homes"),
submitted a revised non-binding proposal (the "Revised Proposal")
to a special committee (the "Special Committee") of the board of
directors of the Company containing the following terms. A
wholly-owned subsidiary of the Company would purchase all or
substantially all of the assets of WL Homes for a cash purchase
price of two times (2x) book value and the assumption of all or
substantially all of the liabilities of WL Homes, subject to the
completion of the Offer (as defined in the next sentence). WL
Homes would make a tender offer (the "Offer") to purchase between
40% and 49% of the outstanding Common Stock of the Company for a
purchase price of $0.62 per share. In the event that more than
49% of the outstanding Common Stock of the Company is tendered,
WL Homes would purchase a pro rata share from each tendering
stockholder. The Offer is conditioned on the consent of the
material creditors of the Company and WL Homes and the approval
and consent of other third parties. Consummation of the
transaction is conditioned upon regulatory approval and the
satisfaction of other customary conditions. A copy of the text of
the Revised Proposal is attached hereto as Exhibit 1 and
incorporated herein by reference.
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 Text of proposal described in Item 4 of this Schedule
13D.
<PAGE>
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: November 16, 1998
EXHIBIT 1
Text of Revised Proposal
REVISED PROPOSAL TO THE SPECIAL COMMITTEE OF THE PRESLEY
COMPANIES
November 13, 1998
Transaction The Presley Companies, a California corporation
("Presley Cal."), will purchase all or substantially
all of the assets of William Lyon Homes, a California
corporation ("WL Homes") for a cash purchase price of
two times (2x) book value and the assumption of all
or substantially all of the liabilities of WL Homes,
subject to the completion of the Offer (as defined in
the next sentence). WL Homes will make a tender
offer (the "Offer") to purchase between 40% and 49%
of the outstanding Common Stock of The Presley
Companies, a Delaware corporation ("Presley Del.,"
and together with Presley Cal., "Presley") for a
purchase price of $0.62 per share. In the event that
more than 49% of the outstanding Common Stock of
Presley Del. is tendered, WL Homes will purchase a
pro rata share from each tendering stockholder.
Ownership This proposal assumes that Presley Del. has (i) an
aggregate of 52,195,678 shares of Series A Common
Stock and Series B Common Stock outstanding, (ii)
outstanding options having an exercise price of not
less than $1.00 per share, and (iii) no other
convertible securities.
Conditions to
tender (a) Consent and tender agreement from Foothill
Capital Corporation, The Foothill Group, Inc.,
Pearl Street, L.P., First Plaza Group Trust and
International Nederlande (U.S.) Capital
Corporation.
(b) Any required consents to the proposed
transactions from, or notifications to, each of
the material creditors of Presley.
(c) Any required consents to the proposed
transactions from, or notifications to, each of
the material creditors of WL Homes.
(d) Other third party approvals reasonably
necessary to complete the proposed transactions.
Conditions to
Closing (a) There being tendered and not withdrawn prior
to the expiration of the Offer a number of
shares which constitutes 40% of the outstanding
shares of Presley Del.
(b) Hart-Scott-Rodino waiting period
expires or is terminated, if required.
(c) No material adverse change to the
business, operations or prospects of Presley or
WL Homes.
(d) Fairness opinion from SBC Warburg Dillon
Read Inc., including opinion as to value of WL
Homes, and with respect to the real property to
be acquired from WL Homes by Presley Cal., a
determination of value by a real estate
appraisal firm which is of regional standing in
the region in which the subject property is
located and is MAI certified, in each case if
required by WL Homes and in form and substance
reasonably satisfactory to WL Homes.
(e) Appropriate corporate governing
documents to be amended to restrict any transfer
of shares that would result in triggering the
change of control tax provisions that would
result in the loss of Presley's tax NOLs, if
required to preserve the NOLs.
(f) Other conditions reasonably requested by
WL Homes, including customary legal opinions.
Termination
Rights (a) Either party may terminate if the
closing has not occurred by June 30, 1999
(unless the delay is because of a breach by
the terminating party).
(b) By mutual consent.
(c) By either party in the event of a
material adverse change in the business,
operations or prospects of the other party.
Exclusivity
Agreement Following general agreement regarding the terms
included herein, Presley and WL Homes will enter into
an Exclusivity Agreement providing WL Homes a 90 day
exclusivity period, during which the parties will
negotiate in good faith a definitive agreement to be
prepared by WL Homes. Neither Presley nor any of its
affiliates will negotiate with any other party while
Presley and WL Homes are negotiating in good faith.
Definitive
Agreement While this proposal includes the
essential terms of an agreement relating to the
subject transactions, it does not and is not intended
to constitute a legally binding offer with respect to
the transactions. No obligation of any nature, other
than those contained in the Exclusivity Agreement,
shall
exist between the parties until and unless a mutually
satisfactory definitive agreement is executed by the
parties. The definitive agreement will include (i)
customary terms and conditions relating to the
purchase of assets and assumption of liabilities by
Presley Cal. from WL Homes, and (ii) customary terms
and
conditions relating to the Offer.
Fees and
Expenses All expenses incurred in connection with the proposed
transactions will be paid by the party incurring such
costs.
Access to
Information Each party will make available financial, business
and other information concerning its operations as
the other party may reasonably request. Presley
acknowledges that General Lyon and Wade Cable,
directors of Presley, have prepared this proposal and
are sharing information regarding Presley with their
advisors in connection with the proposed
transactions.
