UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
(FINAL AMENDMENT)
THE PRESLEY COMPANIES
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(Name of Issuer)
Common Stock, par value $.01 per share, consisting of Series A and Series B
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(Title of Class of Securities)
741030-10-0
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(CUSIP Number)
Gail Weinstein, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8033
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 19, 1997
February 26, 1998
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |_|.
NOTE: Schedules filed in paper format should include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b)
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
CUSIP No. 741030-10-0 13D
1 NAME OF REPORTING PERSONS
Whippoorwill Associates Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
13-3595884
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS(See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,367,836
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
2,367,836
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,367,836
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES(See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON(See Instructions)
IA, CO
<PAGE>
CUSIP No. 741030-10-0 13D
1 NAME OF REPORTING PERSONS
Whippoorwill/Presley Obligations Trust - 1994
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
13-2780552*
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS(See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES(See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON(See Instructions)
OO(Trust)
* IRS Id. No. of Trustee (Continental Stock Transfer & Trust Company)
<PAGE>
SCHEDULE 13D
The Statement on Schedule 13D relating to the Common Stock, par
value $.01 per share (the "Common Stock"), of The Presley Companies, a
Delaware corporation (the "Issuer"), filed jointly on May 31, 1994 (with
all exhibits attached thereto, the "Original Schedule 13D") by Whippoorwill
Associates, Inc. ("Whippoorwill") and Whippoorwill/Presley Obligations
Trust - 1994 (the "Trust"), is hereby amended as follows:
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Original
Schedule 13D.
Item 1. Security and Issuer.
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Unchanged.
Item 2. Identity and Background.
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Item 2 is hereby amended and supplemented by the following:
On or about June 19, 1997, the Trust distributed all shares of
Common Stock owned by it to the Holders.
Item 3. Source and Amount of Funds or Other Consideration.
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Unchanged.
Item 4. Purpose of Transaction.
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The second, third, fourth and sixth paragraphs of Item 4 are
amended and supplemented by the following:
On June 30, 1994, the Issuer completed the proposed senior note
offering and in connection therewith, each of the Debt Holders (including
the Trust) reduced its ownership in the Issuer to such amount that, when
the interests of all the Debt Holders are aggregated, they do not own more
than 65% of the total outstanding Common Stock. As a result, the number of
shares of Series B Common Stock owned by the Trust was reduced from
3,364,461 to 2,677,836.
Pursuant to instructions issued by Whippoorwill to the Issuer on
June 19, 1997, each share of Series B Common Stock owned by the Trust was
converted into one share of Series A Common Stock. On or about the same
date, all Common Stock owned by the Trust was distributed to the Holders.
Pursuant to the terms of the Series A Common Stock, the holders thereof,
voting separately as a class, have the right to elect six of the members of
the Board of Directors of the Issuer.
The Shareholder's Agreement, which restricted the ability of the
Debt Holders (including the Trust) to transfer shares of Common Stock,
terminated on May 20, 1997.
Item 5. Interest in Securities of the Issuer.
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Item 5 is amended to read in its entirety as follows:
(a) As of the date hereof, the Holders, in the aggregate, own
2,367,836 shares of Series A Common Stock, which represents approximately
4.5% of the total Common Stock outstanding (based on there being 52,195,678
shares of Common Stock outstanding, as set forth in the Issuer's Form 10-Q
for the quarter ended June 30, 1998). Whippoorwill and its principals may
be deemed to own beneficially the shares of Common Stock owned by the
Holders by virtue of Whippoorwill's acting as agent for, and having
discretionary authority with respect to the investments of, the Holders.
Whippoorwill and its principals disclaim any such beneficial ownership. As
of the date hereof the Trust beneficially owns no shares of Common Stock.
(b) Whippoorwill has shared power to vote and dispose of the
2,367,836 shares of Series A Common Stock owned by the Holders because
Whippoorwill has discretionary authority with respect to the investments
of, and acts as agent for, the Holders. The information required by Item 2
with respect to Whippoorwill is set forth in Item 2 of the Original
Schedule 13D.
(c) There have been no reportable transactions with respect to
the Common Stock within the last sixty days by any person named in Item 2
of the Original Schedule 13D. Between February 17, 1998 and March 13, 1998,
Whippoorwill, on behalf of the Holders, sold an aggregate of 310,000 shares
of Common Stock, as set forth in the table below. All transactions
described below were effected on the New York Stock Exchange.
Sale Date Number of shares of Price per share
- --------- Common Stock sold ---------------
-------------------
February 17, 1998 9,700 $ .75
February 18, 1998 200 $ .75
February 19, 1998 2,000 $ .75
February 20, 1998 20,400 $ .75
February 23, 1998 4,000 $ .75
February 24, 1998 2,100 $ .75
February 25, 1998 19,600 $ .75
February 26, 1998 12,200 $ .75
Between February 26 1998, and March 13, 1998, Whippoorwill, on
behalf of the Holders, sold an additional 239,800 shares of Common Stock.
(d) The Holders have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Common
Stock. No Holder beneficially owns more than 5% of the Common Stock.
(e) On or about June 19, 1997 the Trust ceased to be the
beneficial owner of more than five percent (5%) of the Common Stock. On
February 26, 1998 Whippoorwill ceased to be the beneficial owner of more
than five percent (5%) of the Common Stock.
Item 6. Contracts Arrangements etc.
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Unchanged.
Item 7. Material to be Filed as Exhibits.
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Unchanged.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: October 14, 1998
WHIPPOORWILL/PRESLEY OBLIGATIONS
TRUST - 1994
By: Continental Stock Transfer and
Trust Company, as Trustee
By: /s/ Michael J. Nelson
---------------------------------
Name: Michael Nelson
Title: President
WHIPPOORWILL ASSOCIATES, INC.
By: /s/ Pamela Lawrence
---------------------------------
Name: Pamela Lawrence
Title: Vice President
