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. 5)
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
March 30, 1999
(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: [ ]
<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
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
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
7 SOLE VOTING POWER
Number of
Shares 7,939,589
Beneficially
Owned by
Each Reporting
Person With
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,939,589
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,939,589
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%
14 TYPE OF REPORTING PERSON*
IN
*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 March 30, 1999, the Company, Presley Homes, a
California corporation ("Presley-Cal."), and William Lyon Homes,
Inc. ("WL Homes"), a corporation which is controlled by the
Reporting Person, amended the non-binding letter of intent (the
"Letter of Intent") which was entered into as of December 31,
1998 with respect to (i) the proposed purchase by Presley-Cal. of
all or substantially all of the assets of WL Homes (the
"Acquisition"), and (ii) the proposed concurrent purchase by WL
Homes pursuant to a tender offer (the "Offer") of a portion of
the outstanding Common Stock of the Company (other than shares
held by William Lyon) for a purchase price of $0.62 per share.
The amendment extended from March 31 to April 30, 1999 the term
of the Letter of Intent, the period of exclusive negotiations and
the date by which the boards of directors of the respective
parties must approve a definitive agreement with respect to the
Acquisition and the Offer (collectively, the "Transactions").
The amendment also permits WL Homes to participate in discussions
and negotiations with the holders of the Company's Series B
Common Stock regarding the purchase by WL Homes of such
percentage of the Series B holder's shares so as to reduce such
Series B holder's ownership interest in the Company's Common
Stock to between 4.9% and 5% of the Company's outstanding Common
Stock following consummation of the proposed Transactions. WL
Homes may also seek commitments from the Series B holders to sell
additional shares to the extent that the number of shares of
Series A Common Stock tendered in the Offer are below the minimum
threshold set forth in a definitive agreement. Any such
negotiations are to be conducted exclusively so as to obtain the
consent of the Series B holders to the proposed Transactions and
to avoid triggering the change of control tax provisions that
would result in the loss of the Company's net operating loss
carryforwards for tax purposes. WL Homes is required to notify
the Special Committee of the Company's Board of Directors
regarding the details of any such discussions and negotiations.
WL Homes may not enter into any agreement with any Series B
holder prior to receiving written approval from the Special
Committee or the Company's Board of Directors.
The full text of the March 30 amendment, which is filed
as Exhibit 1 hereto, is incorporated herein by reference.
The Transactions are subject to the negotiation and
execution of a definitive agreement among the parties and various
other terms and conditions. Their can be no assurances that the
parties will ultimately enter into a definitive agreement with
respect to the proposed Transactions or that the conditions to
the proposed Transactions will be satisfied.
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 Amendment to Letter of Intent as 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: April 2, 1999
EXHIBIT 1
THE PRESLEY COMPANIES
March 30, 1999
William Lyon Homes, Inc.
4490 Von Karman Avenue
Newport Beach, California 92660
Attention: General William Lyon
This letter amends the Agreement in Principle, dated
December 31, 1998 (the "Letter of Intent"), between William Lyon
Homes, Inc., a California corporation ("WL Homes"), The Presley
Companies, a Delaware corporation ("Presley-Del.") and Presley
Homes, a California corporation ("Presley-Cal."). Capitalized
terms not otherwise defined herein shall have the meanings set
forth in the Letter of Intent. The Letter of Intent is hereby
amended as follows:
1. The reference to "March 31, 1999" in Section 11
(Term) is hereby amended to read "April 30, 1999."
2. The reference to "March 31, 1999" in Section 4
(Exclusive Negotiations) is hereby amended to read "April 30,
1999."
3. The reference to "March 31, 1999" in Section 2(g)
(Terms and Conditions) is hereby amended to read "April 30,
1999."
4. Notwithstanding Section 4 (Exclusive Negotiations)
of the Letter of Intent, WL Homes may participate in discussions
and negotiations with the holders of Presley's Series B Common
Stock (the "Series B Holders") regarding the purchase by WL Homes
of such percentage of the Series B Holder's shares so as to
reduce such Series B Holder's ownership interest in Presley-
Del.'s Common Stock to between 4.9% and 5% of Presley-Del.'s
outstanding Common Stock following consummation of the
Transactions (provided, however, that WL Homes may also seek
commitments from the Series B Holders to sell additional shares
to WL Homes to the extent that the number of Series A shares
tendered in response to the Offer is below the minimum threshold
agreed upon by Presley-Del. and WL Homes in a Definitive
Agreement). Any such discussions and negotiations are to be
conducted exclusively in respect of Section 2(d) and Section 2(i)
of the Letter of Intent to obtain the consent of the Series B
Holders to the Transactions and to structure the Transactions so
as to avoid triggering the change of control tax provisions that
would result in the loss of Presley-Del.'s net operating losses
for tax purposes. WL Homes shall promptly notify the Special
Committee of the Board of Directors of Presley-Del. (the "Special
Committee") regarding the details of any such discussions and
negotiations. WL Homes shall not enter into any agreement with
any Series B Holder prior to receiving the written approval from
the Special Committee or Presley's Board of Directors.
5. For purposes of the Confidentiality Agreement, dated
October 20, 1998, between The Presley Companies and WL Homes, The
Presley Companies hereby represents and warrants to WL Homes that
the Special Committee of the Board of Directors of The Presley
Companies has duly approved of the actions which are permitted to
be taken by WL Homes pursuant to the preceding paragraph 4.
If this letter is satisfactory to you as a basis for
proceeding toward a Definitive Agreement, please so signify on
the enclosed copy of this letter and return it to us at the above
address.
THE PRESLEY COMPANIES,
a Delaware Corporation
By: /s/ Nancy Harlan
------------------------------
Nancy Harlan
Senior Vice President and
General Counsel
By: /s/ Linda Foster
------------------------------
Linda Foster
Vice President and Corporate
Secretary
PRESLEY HOMES,
a California corporation
By: /s/ Nancy Harlan
------------------------------
Nancy Harlan
Senior Vice President and
General Counsel
By: /s/ Linda Foster
------------------------------
Linda Foster
Vice President and Corporate
Secretary
AGREED, AS OF MARCH 30, 1999:
WILLIAM LYON HOMES, INC.,
a California corporation
By: /s/ William Lyon
--------------------------
William Lyon
Chairman, President & CEO
