SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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. 8)
THE PRESLEY COMPANIES
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(Name of Issuer)
Series A Common Stock $0.01 Par Value Per Share
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(Title of Class of Securities)
741030-10-0
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(CUSIP Number)
General William Lyon
c/o William Lyon Homes, Inc.
4490 Von Karman
Newport Beach, California 92660
(949) 833-3600
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(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
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August 12, 1999
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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 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 [ ].
(Continued on following pages)
(Page 1 of 5 Pages)
<PAGE>
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|CUSIP No. 741030-10-0 | 13 D | Page 2 of 5 Pages |
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|1 | NAME OF REPORTING PERSON |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | General William Lyon |
|--------------------------------------------------------------------|
|2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | (b) [ ] |
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|3 | SEC USE ONLY |
|--------------------------------------------------------------------|
|4 | SOURCE OF FUNDS* |
| | PF, OO |
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|5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEM 2(d) OR 2(e) [ ] |
|--------------------------------------------------------------------|
|6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United States of America |
|--------------------------------------------------------------------|
| NUMBER OF | 7 | SOLE VOTING POWER |
| | | 6,189,589 SHARES |
| SHARES | | |
| |--------------------------------------------|
| | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | None |
| | -------------------------------------------|
| OWNED BY | 9 | SOLE DISPOSITIVE POWER |
| | | 6,189,589 shares |
| EACH | | |
| | | |
| REPORTING PERSON |--------------------------------------------|
| |10 | SHARED DISPOSITIVE POWER |
| WITH | | None |
|--------------------------------------------------------------------|
|11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,189,589 shares |
|--------------------------------------------------------------------|
|12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
| | CERTAIN SHARES* [X] |
|--------------------------------------------------------------------|
|13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 11.7% |
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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 (the "Series A Common
Stock"), of The Presley Companies, a Delaware corporation (the
"Company"), is hereby amended and supplemented to incorporate by
reference the information set forth in paragraph (c) of Item 5 of
this Amendment No. 8.
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 5. Interest in Securities of the Issuer.
Item 5 of this Schedule 13D is hereby amended and
restated in its entirety as follows:
(a) The Reporting Person beneficially owns an
aggregate of 6,189,589 shares of Series A Common Stock,
representing approximately 17.4% of the total number of shares of
Series A Common Stock and approximately 11.7% of the total number
of shares of Series A and Series B Common Stock of the Company
outstanding as of August 10, 1999 (as reported in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1999), such percentages being calculated in accordance with
Rule 13d-3 promulgated by the Securities and Exchange Commission.
Of the 6,189,589 shares of Series A Common Stock beneficially
owned by the Reporting Person, 750,000 are shares that the
Reporting Person has the right to acquire pursuant to stock
options granted by the Company to the Reporting Person in 1994 in
respect of his service as a director of the Company.
In addition, as previously reported by the Reporting
Person in Amendment No. 7 to this Schedule 13D, William Lyon
Homes, Inc. ("WL Homes"), a corporation which is controlled by
the Reporting Person, has entered into separate Stock Purchase
and Sale Agreements with each of GS Credit Partners, L.P., ING
(U.S.) Capital, L.L.C., and The Chase Manhattan Bank, as Trustee
for First Plaza Group Trust (such Stock Purchase and Sale
Agreements being collectively referred to herein as the "Series B
Stock Purchase Agreements"), which provide for the purchase by WL
Homes from such entities of an aggregate of 9,434,813 shares
(subject to adjustment) of Series B Common Stock of the Company
(the "Series B Shares"), for a cash price of $0.655 per share.
The Company's Series B Common Stock is convertible on a share for
share basis into shares of the Company's Series A Common Stock.
The consummation of the transactions contemplated by the Series B
Stock Purchase Agreements is subject to numerous terms and
conditions set forth therein, including but not limited to the
consummation of the transactions contemplated by that certain
Restated Letter of Intent dated as of July 15, 1999, among the
Company, Presley Homes, a California corporation, and WL Homes.
(A copy of the Restated Letter of Intent has been filed as an
Exhibit to Amendment No. 7 to this Schedule 13D.) The Reporting
Person hereby disclaims beneficial ownership of the Company's
Series A Common Stock into which the Series B Shares are
convertible until such time as the conditions set forth in the
Series B Stock Purchase Agreements have been satisfied and the
closing of the transactions contemplated by the Series B Stock
Purchase Agreements has occurred.
<PAGE>
(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 6,189,589 shares of Series A Common Stock
beneficially owned by him.
(c) On August 12, 1999, the Reporting Person sold an
aggregate of 2,500,000 shares of Series A Common Stock for a cash
price of $0.65 per share. Such sales were effected through
privately-negotiated sale transactions not involving a broker or
dealer.
(d) No other person has the right to receive or the
power to direct the dividends from, or the proceeds from the sale
of, the shares of Series A Common Stock beneficially owned by
Reporting Person.
<PAGE>
(e) Not applicable.
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
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William Lyon
Dated: September 9, 1999
