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. )
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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
(714) 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
(714) 669-7902
June 30, 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
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(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) [ ]
- ------------------------------------------------------------
(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) [ ]
- ------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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: (7) SOLE VOTING POWER
: 7,939,589
: --------------------------------------
: (8) SHARED VOTING POWER
Number Of Shares : 0
Beneficially Owned : --------------------------------------
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : 7,939,589
: --------------------------------------
: (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 [ ]
- --------------------------------------------------------------
(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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<PAGE>
Item 1. Security and Issuer
This statement relates to the Series A Common Stock,
$0.01 par value (the "Shares") of The Presley Companies, a
Delaware corporation (the "Company"), having its principal
executive offices at 19 Corporate Plaza, Newport Beach,
California 92660.
Item 2. Identity and Background
(a) This Schedule 13D is filed on behalf of
General William Lyon, an individual. General Lyon is
hereinafter referred to as the "Reporting Person."
(b) The Reporting Person's address is c/o William
Lyon Homes, Inc., 4490 Von Karman, Newport Beach, California
92660.
(c) Since 1987, the Reporting Person has served
as a director and as Chairman of the Board of the Company.
He is also the Chairman of the Board, President and
Chief Executive Officer of William Lyon Homes, Inc., a
homebuilding company.
(d) The Reporting Person has not, during the
last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) The Reporting Person has not, during
the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction as a result of which the Reporting
Person was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to,
Federal or State securities laws, or finding any
violation with respect to such laws.
(f) The Reporting Person is a citizen of
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired for cash all of the
Shares beneficially owned by him in October 1987. The
Reporting Person used bank debt to finance the acquisition
of such Shares.
The Reporting Person hereby incorporates herein by
reference its response set forth in Item 4 of this Schedule 13D.
Item 4. Purpose of Transaction
The Reporting Person acquired all of the Shares
beneficially owned by him in October 1987. In October 1991, the
Company completed an initial public offering of its Shares
and, in connection with such public offering, registered
such Shares under Section 12(g) of the Securities Exchange
Act of 1934, as amended. Prior to formulating the proposal
described below, the Reporting Person held the Shares
beneficially owned by him continuously as an investment.
On May 5, 1998, the Company announced that it
had engaged an investment banking firm to assist the
Company in evaluating strategic alternatives. On June
30, 1998, the Reporting Person submitted a non-binding
proposal to a special committee (the "Special Committee")
of the board of directors of the Company, in which,
among other things, the Reporting Person, through his
wholly-owned corporation, William Lyon Homes, Inc.,
proposed to acquire all of the outstanding stock of
the Company in a series of related transactions for
a cash price of $.40 per share. The proposal is
conditioned on the execution of a definitive
agreement, certain amendments of the Company's
12.5% Senior Notes, and regulatory, stockholder
and other approvals. A copy of the text of the
proposal is attached hereto as Exhibit 1 and
incorporated herein by reference. The Reporting
Person has advised the Company that the proposal
expires July 31, 1998.
Except as described above in this Item 4, 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 5. Interest in Securities of the Issuer
(a) The Reporting Person beneficially owns
an aggregate of 7,939,589 Shares, representing
approximately 15.2% of the total number of Shares of
the Company outstanding as of April 3, 1998 (as reported
in the Company's most recent definitive proxy statement
filed with the Securities and Exchange Commission).<1>
(b) The Reporting Person has the sole power
to vote or to direct the vote, and the sole power to
dispose or direct the disposition, of all 7,939,589
Shares beneficially owned by him.
(c) The Reporting Person has not effected
any transactions in any Shares during the past 60 days.
(d) No other person has the right to receive
or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares beneficially
owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
There are no contracts, arrangements,
understandings or relationships (legal or otherwise)
between the Reporting Person and any other person with
respect to any of the Shares beneficially owned by the
Reporting Person.
Item 7. Material To Be Filed as Exhibits
Exhibit 1 Text of proposal described in Item 4 of this
Schedule 13D.
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[FN]
<1> The Company's Series B Common Stock became convertible
into a like number of shares of Series A Common Stock
from and after May 20, 1997. The percentage calculation
assumes the conversion of all of the outstanding shares
of Series B Common Stock into shares of Series A
Common Stock.
</FN>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that this statement is
true, complete and correct.
By: /s/ William Lyon
------------------------
William Lyon
Dated: July 1, 1998
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
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<S> <C> <C>
1. Text of Proposal
</TABLE>
EXHIBIT 1
Text of Proposal
PROPOSAL TO THE SPECIAL COMMITTEE OF THE PRESLEY COMPANIES
June 30, 1998
Transaction Overview: William Lyon Homes, a California
corporation ("WL Homes") will acquire The
Presley Companies, a Delaware corporation
("Presley Del.") through a cash-for-stock
merger pursuant to which all of the holders
of the Series A and Series B Common Stock
of Presley Del. (other than General William
Lyon) will receive cash for their shares of
Presley Del.
Step One: WL Homes will arrange a bridge
loan in the amount of $40 million (the "Bridge
Loan"). WL Homes will contribute approximately
$17.6 million to a newly-formed acquisition
subsidiary ("Newco") and will distribute
approximately $22.4 million to General Lyon
as a return of his previously taxed S
corporation earnings.
Step Two: General Lyon will transfer his
shares of Presley Del. to WL Homes in
exchange for additional shares of WL Homes
stock in a transaction intended to be
tax-free under I.R.C. Section 351.
Step Three: Presley Del., its wholly-owned
subsidiary, The Presley Companies, a
California corporation ("Presley Cal." and,
together with Presley Del., "Presley"), and
Newco will merge in a cash-for-stock merger
pursuant to which the stockholders of Presley
Del. (other than Newco) will receive $0.40
per share, or an aggregate of approximately
$17.6 million. The shares of Presley Del.
held by Newco will be cancelled for no
additional consideration. Presley Del.
will be the surviving corporation (the
"Combined Entity").
Step Four: All of the assets and
liabilities of WL Homes, including the
Bridge Loan, will be contributed from WL
Homes to the Combined Entity. The Bridge
Loan will be repaid by the Combined Entity.
Ownership Pre-closing: 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.
Post-closing: After the proposed
transactions, General Lyon will own all
of the outstanding capital stock of WL
Homes, which will own all of the
outstanding capital stock of the Combined
Entity.
Conditions to
Signing (a) Approval of at least a majority of the
outstanding 12.5% Senior Notes due 2001 (the
"Notes") to an extension of the maturity
date and to certain modifications to the
financial covenants relating to such Notes.
(b) Consent and voting agreement from
Foothill Capital Corporation, The
Foothill Group, Inc., Pearl Street,
L.P., First Plaza Group Trust and
International Nederlande (U.S.)
Capital Corporation
(c) Consent to the proposed transactions
and waiver of benefits from any action
seeking to challenge the transactions
(whether by contract, law or otherwise),
from each of the material creditors of
Presley and WL Homes
(d) Other third party approvals reasonably
necessary to complete the proposed
transactions
Conditions to
Closing (a) Approval by Presley Del. stockholders
(b) Hart-Scott-Rodino waiting period
expires or is terminated
(c) No material adverse change to the
business, operations or prospects
of Presley
(d) Fairness opinion from SBC Warburg
Dillon Read Inc., including opinion
as to value of WL Homes, reasonably
satisfactory to WL Homes
(e) 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 December
31, 1998 (unless the delay is because
of a breach by the terminating party)
(b) By mutual consent
(c) By WL Homes in the event of a
material adverse change in the
business, operations or prospects
of Presley
Exclusivity
Agreement Following general agreement regarding the
terms included herein, Presley and WL
Homes will enter into an Exclusivity
Agreement providing WL Homes a 120 day
exclusivity period during which it will
conduct due diligence, the parties
will negotiate in good faith a definitive
agreement to be prepared by WL Homes
and the parties will negotiate in good
faith with the holders of the Notes
and other third parties to obtain
the required modifications and consents.
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 contain
limited representations and warranties.
Fees and
Expenses All expenses incurred in connection with
the proposed transactions will be paid by
the party incurring such costs; if the
transactions are consummated, WL Homes
will assume all reasonable liabilities
incurred by Presley in connection
therewith.
Access to
Information Presley will make available financial,
business and other information concerning
its operations as WL Homes 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.
Disclosure Neither WL Homes nor Presley will
disclose to any third party that these
discussions are taking place, or have
taken place, without the prior written
approval of the other party; neither WL
Homes nor Presley will issue any press
release in connection with the matters
contemplated herein, other than as
required by law or agreed to by the
parties.
