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. 7)
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
July 15, 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, OO
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*
[X]
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 3. Source and Amount of Funds or Other Consideration.
Item 3 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 to incorporate by reference the information set
forth under the caption "Purchase Agreements for Series B Common
Stock" in Item 4 of this Amendment No. 7.
Item 4. Purpose of Transaction
Item 4 of this Statement on Schedule 13D is hereby
amended and supplemented as follows:
Amendment to Restated Letter of Intent
Effective as of July 15, 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 Restated Letter
of Intent (the "Restated Letter of Intent") which was entered
into as of May 3, 1999 with respect to (i) the proposed purchase
by Presley-Cal. of all or substantially all of the assets of WL
Homes, and (ii) the proposed concurrent purchase by WL Homes of a
portion of the outstanding Common Stock of the Company. The
amendment extended from July 15 to October 15, 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
proposed transactions. The full text of the July 15 amendment,
which is filed as Exhibit 1 to this Amendment No. 7, is incorporated
herein by reference.
The transactions contemplated by the Restated Letter of
Intent 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.
Purchase Agreements for Series B Common Stock
WL Homes 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 3,310,579; 1,937,486; and 4,186,748 shares
(subject to adjustment) of Series B Common Stock of the Company,
respectively, for a cash price of $0.655 per share. The Series B
Stock Purchase Agreements are filed as Exhibits 2 through 4 to this
Amendment No. 7, and the full text of each of the Series B Stock
Purchase Agreements is incorporated herein by reference.
The funds to be used in making the purchases contemplated
under the Series B Stock Purchase Agreements (which are estimated to
be approximately $6,179,802.51, subject to adjustment) will be
provided through a combination of the personal funds of the
Reporting Person and funds to be received by WL Homes from the sale
of substantially all of its assets as contemplated under the
Restated Letter of Intent.
The parties have agreed in the Series B Stock Purchase
Agreements that if, following the closing of the sale of the
Series B Common Stock pursuant to the Series B Stock Purchase Agreements
and the closing of the transactions contemplated in the Restated
Letter of Intent, and after giving effect to the possible
disposition by WL Homes and its affiliates of up to 8% of the
outstanding shares of the Company as contemplated in the
Restated Letter of Intent, WL Homes and its affiliates
own less than an aggregate of approximately 49% (but in no event
more than 49.9%) of the Company's outstanding Common Stock, then
the sellers thereunder will sell to WL Homes, at a cash price of
$0.655 per share, an additional number of shares of Series B
Common Stock so as to enable WL Homes and its affiliates to own
approximately 49% (but in no event more than 49.9%) of the Company's
outstanding Common Stock.
Each of the Series B Stock Purchase Agreements restricts
WL Homes, during the period from the closing date of the proposed
purchase until the third anniversary of such closing date, from
selling any shares of the Company's Common Stock (other than shares
currently owned by WL Homes, the Reporting Person or their
respective affiliates) unless such sale takes place in connection
with a transaction in which all of the Company's shareholders are
afforded an opportunity to participate pro rata and on the same
terms and conditions.
The Series B Stock Purchase Agreements also contain a
conditional commitment on the part of the selling securityholders
named therein to vote their shares in favor of the proposed merger
of the Company into a wholly owned subsidiary for the purpose of
implementing certain changes to the Company's charter documents,
which changes would restrict certain share transfers so as to
avoid triggering certain tax law provisions which could result in
the loss of the Company's net operating losses for tax purposes.
The consummation of the transactions contemplated by
the Series B Stock Purchase Agreements is subject to the
terms and conditions set forth therein, including but not limited
to the consummation of the transactions contemplated by the Restated
Letter of Intent. There can be no assurances that the parties
will ultimately consummate such transactions or that all of the
conditions set forth in the Series B Stock Purchase Agreements
will be satisfied. Each of the Series B Stock Purchase Agreements
may be terminated by either of the parties if the closing has not
occurred by November 15, 1999.
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.
The information contained in Item 4 of this Amendment
No. 7 to Schedule 13D is hereby incorporated by reference. In
addition, Item 5 of this Schedule 13D is hereby amended and
supplemented as follows:
Pursuant to the Series B Stock Purchase Agreements
described in Item 4 of this Amendment No. 7 to Schedule 13D, WL
Homes has a contractual right to purchase an aggregate of
9,434,813 shares (subject to adjustment) of Series B Common
Stock of the Company (the Series B Shares"). 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
Reporting Person hereby disclaims beneficial ownership of the
shares 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.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
The information contained in Item 4 of this Amendment
No. 7 to Schedule 13D is hereby incorporated by reference.
Item 7. Material To Be Filed as Exhibits
Exhibit 1 Amendment to Restated Letter of Intent, as described in
Item 4 of this Amendment No. 7 to Schedule 13D.
Exhibit 2 Stock Purchase and Sale Agreement between WL Homes and
GS Credit Partners, L.P., as described in Item 4 of
Amendment No. 7 to this Schedule 13D.
Exhibit 3 Stock Purchase and Sale Agreement between WL Homes and
ING (U.S.) Capital, L.L.C., as described in Item 4 of
Amendment No. 7 to this Schedule 13D.
Exhibit 4 Stock Purchase and Sale Agreement between WL Homes and
The Chase Manhattan Bank, as Trustee for First Plaza
Group Trust, as described in Item 4 of Amendment No. 7
to this Schedule 13D.
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: July 19, 1999
[Letterhead of William Lyon Homes, Inc.]
July 15, 1999
The Presley Companies
19 Corporate Plaza
Newport Beach, California 92660
Attention: General James Dalton
Re: Extension of Revised Agreement in Principle
Concerning The Presley Companies and
William Lyon Homes, Inc.
Ladies and Gentlemen:
This letter amends the Revised Agreement in Principle, dated
May 3, 1999 (the "Letter of Intent"), among William Lyon Homes,
Inc., a California corporation, The Presley Companies, a Delaware
corporation, and Presley Homes, a California corporation.
Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Letter of Intent.
The parties to the Letter of Intent hereby extend the term
of the Letter of Intent (as referenced in Section 2(h) and
Section 11 thereof) and the Exclusivity Period (as referenced in
Section 4 thereof) to 11:59 p.m. Pacific time on October 15,
1999. In addition, the parties agree that the references in
Section 3 of the Letter of Intent to the termination date of any
Definitive Agreement shall be changed from August 31, 1999 to
November 30, 1999.
If the foregoing is consistent with your understanding and
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 address indicated hereon.
WILLIAM LYON HOMES, INC.,
a California corporation
By: /s/ William Lyon
_________________________
William Lyon
Chairman, President &
CEO
<PAGE>
AGREED, AS OF JULY 15, 1999:
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
STOCK PURCHASE AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE AGREEMENT (this
"Agreement") is entered into as of this 6th day of July, 1999 by
and among William Lyon Homes, Inc., a California corporation
("Purchaser"), and GS Credit Partners, L.P., ("Seller").
RECITALS:
WHEREAS, Purchaser, The Presley Companies, a Delaware
corporation ("Presley-Del."), and Presley Homes, a California
corporation ("Presley-Cal."), are parties to a letter of intent
dated May 3, 1999 attached hereto as Exhibit A (the "Letter of
Intent") which sets forth such parties' mutual, preliminary
understanding with respect to Presley-Cal.'s proposed acquisition
of substantially all of the assets of Purchaser (the
"Acquisition") and Purchaser's proposal to acquire a portion of
the outstanding shares of Common Stock of Presley-Del.; and
WHEREAS, the Letter of Intent contemplates that
Purchaser will make offers to the holders of Presley-Del.
Series B Common Stock (the "Series B Offer") and a tender offer
to the holders of the Presley Del. Series A Common Stock (the
"Series A Offer") to purchase, for a cash purchase price of
$0.655 per share, an aggregate number of shares of the Presley
Del. Common Stock which, when added to the number of shares of
Presley-Del Common Stock already owned by Purchaser and its
affiliates (and after giving effect to dispositions of Presley-
Del. Common Stock held by Purchaser and its affiliates as
contemplated in the Letter of Intent), will cause Purchaser and
its affiliates to own an aggregate of approximately 49% (but in
no event more than 49.9%) of the shares of Presley-Del. Common
Stock outstanding; and
WHEREAS, Seller owns shares of Presley-Del. Series B
Common Stock and, as part of the Series B Offer, Seller and
Purchaser desire to enter into this Agreement to provide for the
sale by Seller to Purchaser of 3,310,579 shares (subject to
adjustment as provided herein) of such Series B Common Stock on
the terms and subject to the conditions set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and
the representations, warranties and covenants set forth in this
Agreement, the parties agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 Purchase and Sale of Shares. At the Closing (as defined in
Section 1.3 of this Agreement), and on the terms and subject to
the conditions set forth in this Agreement, Seller agrees to
sell, transfer and deliver to Purchaser, and Purchaser hereby
agrees to purchase and acquire from Seller, 3,310,579 shares of
Presley-Del. Series B Common Stock (the "Shares") for a cash
price of $0.655 per share, or an aggregate purchase price of
$2,168,429.25 (the "Purchase Price"). The number of Shares of
Presley-Del. Series B Common Stock to be purchased and sold
hereunder, and the aggregate Purchase Price to be paid therefor,
shall be subject to adjustment as provided in Section 4.1 and
Section 7.12 of this Agreement.
1.2 Deliveries at Closing. At the Closing, Seller shall deliver
to Purchaser the certificate or certificates representing the
Shares, duly endorsed for transfer to, or accompanied by duly
executed stock powers in favor of, Purchaser or its nominee, and
otherwise in a form acceptable for transfer on the books of
Presley-Del., against payment by Purchaser of the Purchase Price
by wire transfer of immediately available funds to the account
specified on Schedule 1.2 attached hereto.
1.3 Closing. Unless otherwise agreed by the parties hereto, the
closing of the transaction contemplated in this Article I (the
"Closing") shall take place at the offices of Purchaser at 9:00
a.m. Pacific time on the second business day following the
delivery by Purchaser to Seller of written notice to the effect
that the conditions set forth in Sections 5.3(c), 5.3(d) and
5.3(e) of this Agreement have been satisfied or waived. The date
on which the Closing occurs is hereinafter referred to as the
"Closing Date."
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF PURCHASER
Purchaser hereby represents and warrants to Seller as
of the date of this Agreement and as of the Closing Date as
follows (it being understood and agreed that Purchaser makes no
representations or warranties in connection with the purchase and
sale of the Shares hereunder other than as set forth in this
Article II and in Section 7.10 hereof):
2.1 Due Incorporation; Authority. Purchaser has been duly
incorporated and is validly existing in good standing under the
laws of the State of California. Purchaser has the corporate
power and corporate authority to execute and deliver this
Agreement and to perform its obligations hereunder. The
execution and delivery of this Agreement, and the performance of
Purchaser's obligations hereunder, have been duly authorized by
all necessary corporate action on the part of Purchaser.
2.2 Binding Obligation. This Agreement has been duly executed
and delivered by Purchaser, and constitutes the legal, valid and
binding obligation of Purchaser, enforceable in accordance with
its terms against Purchaser, except that (a) such enforcement may
be limited by the effect of applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws relating
to or affecting creditors rights generally; and (b) such
enforcement may be limited by general principles of equity,
including concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether
considered in a proceeding in equity or at law.
2.3 No Conflict or Violation. Purchaser's execution and
delivery of, and performance of its obligations under, this
Agreement do not (a) violate Purchaser's articles of
incorporation or bylaws, (b) constitute a material breach or
default under any existing obligation of or restriction on
Purchaser under any other agreement to which Purchaser is a
party, or (c) breach or otherwise violate any law, statute, rule,
regulation, order or decree applicable to Purchaser. No consent,
order, permit or approval of any person or governmental authority
is required on the part of Purchaser for the execution and
delivery of, and performance of its obligations under, this
Agreement.
2.4 Investment Intent. Purchaser is purchasing the Shares
for its own account and not with a view to distribution thereof
within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). Purchaser is an "accredited investor," as
such term is defined in Rule 501(a) under the Securities Act,
which, by reason of its business and financial experience, has
such knowledge, sophistication and experience in business and
financial matters as to be capable of evaluating the merits and
risks of the investment in the Shares. Purchaser understands
that (a) the Shares have not been registered under the Securities
Act and may not be offered or sold unless the Shares are
registered under the Securities Act or an exemption from the
registration requirements of the Securities Act is available,
(b) if any transfer of the Shares is to be made in reliance on an
exemption under the Securities Act, Presley-Del. may require an
opinion of counsel satisfactory to it that such transfer may be
made pursuant to such exemption, and (c) so long as deemed
appropriate by Presley-Del., the Shares may bear a legend to the
effect of clauses (a) and (b) of this paragraph.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF SELLER
Seller represents and warrants to Purchaser as of the
date of this Agreement and as of the Closing Date as follows (it
being understood and agreed that Seller makes no representations
or warranties in connection with the purchase and sale of the
Shares hereunder other than as set forth in this Article III and
in Section 7.10 hereof):
3.1 Organization and Good Standing; Authority. Seller has been
duly organized and is validly existing in good standing under the
laws of its jurisdiction of organization. Seller has the power
and authority to execute and deliver this Agreement and to
perform its obligations hereunder. The execution and delivery of
this Agreement, and the performance of Seller's obligations
hereunder, have been duly authorized by all necessary corporate,
partnership or trust action (as the case may be) on the part of
Seller.
3.2 Binding Obligation. This Agreement has been duly executed
and delivered by Seller, and constitutes the legal, valid and
binding obligation of Seller, enforceable in accordance with its
terms against Seller, except that (a) such enforcement may be
limited by the effect of applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws relating to or affecting
creditors rights generally; and (b) such enforcement may be
limited by general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in
equity or at law.
3.3 No Conflict or Violation. Seller's execution and delivery
of, and performance of its obligations under, this Agreement do
not (a) violate Seller's charter or other organizational
documents, (b) to Seller's knowledge, constitute a material
breach or default under any existing obligation of or restriction
on Seller under any other agreement to which Seller is a party,
or (c) breach or otherwise violate any law, statute, rule,
regulation, order or decree applicable to Seller. No consent,
order, permit or approval of any person or governmental authority
is required on the part of Seller for the execution and delivery
of, and performance of its obligations under, this Agreement.
3.4 Share Ownership. Seller's record and beneficial ownership
of Presley-Del. equity securities is correctly set forth on
Schedule 3.4 attached hereto. Seller owns all of the Shares of
record and beneficially, free and clear of any charge, claim,
property interest, right of first refusal, condition, lien,
option, pledge, security interest or other adverse claim or
interest of any kind (collectively, "Encumbrances"). At the
Closing, Seller will transfer to Purchaser good title to the
Shares, free and clear of all Encumbrances except for such
Encumbrances as may be imposed by applicable securities laws or
as may be otherwise expressly provided herein.
ARTICLE IV
ADDITIONAL AGREEMENTS
4.1 Purchase and Sale of Additional Series B Shares.
(a) Seller acknowledges that it is Purchaser's objective,
following the Closing of the Series A Offer and the Series B
Offer, to own (together with Purchaser's affiliates) an aggregate
of approximately 49% (but in no event more than 49.9%) of Presley-
Del.'s outstanding Common Stock. In the event that the Series A
shareholders do not tender a sufficient number of shares of
Series A Common Stock in response to the Series A Offer to enable
Purchaser and its affiliates (after taking into account the
Series B shares to be acquired pursuant to the Series B Offer and
after giving effect to the possible disposition by Purchaser and
its affiliates of up to 8% of the outstanding shares of Presley-
Del. Common Stock as contemplated in the Letter of Intent) to
achieve the desired ownership target, Seller hereby agrees to
sell to Purchaser, and Purchaser hereby agrees to purchase from
Seller, at a price of $0.655 per share in cash, an additional
number of shares of Series B Common Stock owned by Seller so as
to enable Purchaser and its affiliates to reach the desired
ownership target. The number of additional shares of Series B
Common Stock to be sold by Seller pursuant to this Section 4.1
shall be determined in accordance with the following formula:
Number of Additional Shares = A x B
-
C
Where A = Total number of additional shares of Presley-
Del. Common Stock necessary to enable
Purchaser and its affiliates to achieve the
desired ownership target;
B = Total number of shares of Presley-Del.
Common Stock owned by Seller (after giving
effect to the sale of the Shares specified in
Section 1.1 of this Agreement); and
C = Total number of shares of Presley-Del.
Common Stock owned by each of the Series B
shareholders identified on Schedule 3.4
attached hereto (after giving effect to the
sale of the Shares specified in Section 1.1 of
this Agreement and in Section 1.1 of each of
the agreements entered into with the other
Series B Shareholders in connection with the
Series B Offer).
(b) The number of additional shares of Series B Common Stock to
be purchased pursuant to this Section 4.1 (if any) shall be set
forth in the notice delivered by Purchaser to Seller in
accordance with Section 1.3 of this Agreement. The purchase and
sale of any additional shares of Series B Common Stock pursuant
to this Section 4.1 shall occur in the same manner and at the
same time as the transaction provided for in Article I of this
Agreement. The term "Shares," as used in this Agreement, shall
refer equally to any additional shares of Series B Common Stock
purchased and sold pursuant to this Section 4.1.
4.2 Agreements Not to Tender, Transfer or Acquire Shares.
Seller hereby agrees that, prior to the Closing, Seller will not:
(a) transfer or dispose of any interest in, tender (pursuant to
the Series A Offer or otherwise), or pledge or otherwise create
(or allow to exist) any Encumbrance on, any shares of Presley-
Del. Common Stock which it owns (except as contemplated in this
Agreement);
(b) convert any Series B shares which it owns into Series A
shares; or
(c) acquire any beneficial interest in shares of Presley-Del.
Common Stock or any options, warrants or other rights to acquire
shares of Presley-Del. Common Stock.
Notwithstanding anything herein to the contrary, Goldman, Sachs &
Co. and its affiliates may, in the ordinary course of its and its
affiliates' business, engage in brokerage, investment advisory,
investment company, financial advisory, anti-raid advisory,
financing, asset management, trading, market making, arbitrage
and other similar activities with respect to shares of Presley-
Del. Common Stock and options, warrants or other rights to
acquire shares of Presley-Del. Common Stock.
4.3 Restriction on Sales of Presley-Del Common Stock by
Purchaser. Purchaser hereby agrees that during the period from
the Closing Date through and including the third anniversary of
the Closing Date, Purchaser and its affiliates will not sell or
otherwise transfer for value any shares of Presley-Del. Common
Stock (other than the 7,939,589 shares of Series A Common Stock
which are currently owned by Purchaser and its affiliates) unless
such sale takes place in connection with a transaction in which
all other holders of Presley-Del. Common Stock are afforded an
opportunity to participate pro rata (based on ownership of
Presley-Del. Common Stock) and on the same terms and conditions
as Purchaser and its affiliates. Notwithstanding the foregoing,
nothing contained in this Section 4.3 shall prohibit any transfer
of Presley-Del. Common Stock by Purchaser or any of its
affiliates to (a) any other affiliate of Purchaser, (b) William
Lyon, his spouse or any of his lineal descendants, (c) any person
who acquires such shares under the terms of a will or by the laws
of descent and distribution, or (d) any trustee of any trust, the
beneficiaries of which consist only of William Lyon, his spouse
or lineal descendants, or any charitable organization as defined
in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, provided that any such permitted transferee first agrees
in writing to be bound by this Section 4.3 to the same extent as
Purchaser and its affiliates.
4.4 Consent to Transactions; Agreement to Vote in Favor of
Presley-Del. Charter Amendments. Seller hereby approves of and
consents to the transactions contemplated in the Letter of
Intent, a copy of which has previously been provided to Seller.
Subject to the condition set forth in the next sentence, Seller
hereby agrees to vote all shares of Presley-Del. Common Stock
which it (or any of its affiliates) owns in favor of the
transactions contemplated by such Letter of Intent which are
submitted for a vote of Presley-Del. stockholders and for which
approval has been recommended by the Presley-Del. Board of
Directors. In particular, but conditioned upon the understanding
that such provisions will not be effective until after the
closing of the Series A Offer, the Series B Offer and the
Acquisition, Seller agrees to vote all shares of Presley-Del.
Common Stock which it (or any of its affiliates) owns in favor of
certain provisions proposed to be added to Presley-Del.'s
certificate of incorporation (whether by amendment, merger or
otherwise) which would restrict the transfer of Presley-Del
shares by holders of 5% or more of its outstanding shares so as
to avoid triggering certain tax law provisions which could result
in the loss of Presley-Del.'s net operating losses for tax
purposes.
ARTICLE V
CONDITIONS TO CLOSING
The obligation of Purchaser and Seller to effect the
Closing shall be subject to the following conditions:
5.1 Conditions Precedent to Purchaser's and Seller's
Obligations. Purchaser's and Seller's respective obligations to
consummate the purchase and sale of the Shares hereunder and to
take the other actions required to be taken at the Closing are
subject to the satisfaction as of the Closing Date of the
condition that the purchase and sale of the Shares as
contemplated in this Agreement shall not violate or contravene
any applicable law, statute, rule, regulation, order or decree of
any governmental authority.
5.2 Conditions Precedent to Seller's Obligation to Close.
Seller's obligations to sell the Shares and to take the other
actions required to be taken by Seller at the Closing are subject
to the satisfaction as of the Closing Date of each of the
following conditions (each of which may be waived by Seller, in
whole or in part):
(a) the representations and warranties of Purchaser contained
in this Agreement must have been true and correct in all respects on
the date of this Agreement and shall be true and correct in all
respects as of the Closing Date as if made on the Closing Date;
and
(b) Purchaser shall have performed all of the covenants and
obligations that Purchaser is required to perform or to comply
with at or prior to the Closing pursuant to this Agreement.
5.3 Conditions Precedent to Purchaser's Obligation to Close.
Purchaser's obligations to purchase the Shares and to take the
other actions required to be taken by Purchaser at the Closing
are subject to the satisfaction as of the Closing Date of each of
the following conditions (each of which may be waived by
Purchaser, in whole or in part):
(a) The representations and warranties of Seller contained in
this Agreement must have been true and correct in all respects on
the date of this Agreement and shall be true and correct in all
respects as of the Closing Date as if made on the Closing Date;
(b) Seller shall have performed all of the covenants and
obligations that Seller is required to perform or to comply with
at or prior to the Closing pursuant to this Agreement;
(c) The stockholders of Presley-Del., by a vote sufficient
under applicable law, shall have approved certain provisions which are
proposed to be added to Presley-Del.'s certificate of
incorporation and/or bylaws to restrict transfers of shares of
Presley-Del. Common Stock by holders of 5% or more of the
outstanding Common Stock so as to avoid triggering the change-in-
control tax provisions which could result in a loss of Presley-
Del.'s net operating losses for tax purposes, and Presley-Del.
shall have notified Purchaser in writing of its intention to
effect such provisions (by filing with the Delaware Secretary of
State a certificate of amendment or certificate of merger)
following and conditioned only upon the closing of the Series A
Offer and the Series B Offer;
(d) Presley-Cal. and Purchaser shall have closed the
Acquisition;
(e) Purchaser shall have purchased (or have the legally
enforceable right to purchase) shares of Presley-Del. Common
Stock pursuant to the Series A Offer and/or the Series B Offer
such that the number of shares so purchased, when added to the
number of shares of Presley-Del. Common Stock then owned by
Purchaser and its affiliates, causes Purchaser and its affiliates
to own at least 49% (but not more than 49.9%) of the outstanding
shares of Presley-Del. Common Stock; and
(f) upon the closing of the Series B Offer, no person (other
than Purchaser and its affiliates) shall own beneficially 5% or
more of the outstanding Common Stock of Presley-Del.
ARTICLE VI
TERMINATION
6.1 Termination Events. This Agreement may, by written notice
delivered prior to the Closing, be terminated:
(a) by mutual consent of Purchaser and Seller;
(b) by Purchaser or Seller (if such party is not itself then in
breach), if a material breach of this Agreement has been
committed by the other party, and such breach has not been waived
or cured within 10 calendar days of the date written notice of
such breach is delivered to the breaching party;
(c) by Purchaser or Seller if the Closing has not occurred
(other than through the failure of any party seeking to terminate
this Agreement to comply fully with its obligations under this
Agreement) on or before November 15, 1999, or such later date as
the parties may agree upon in writing;
(d) (i) by Purchaser, if any of the conditions in Section 5.3
of this Agreement has not been satisfied as of the Closing Date
or if satisfaction of such a condition is or becomes impossible
(other than through the failure of Purchaser to perform its
obligations under this Agreement), or (ii) by Seller, if any of
the conditions in Section 5.2 of this Agreement has not been
satisfied as of the Closing Date or if satisfaction of such a
condition is or becomes impossible (other than through the
failure of Seller to perform its obligations under this
Agreement); or
(e) by Purchaser or Seller, if Purchaser, Presley-Del. and
Presley-Cal. terminate the Letter of Intent (or any definitive
agreement entered into with respect to the transactions
contemplated by the Letter of Intent), or the Letter of Intent
(or any such definitive agreement) expires in accordance with its
terms prior to the Closing Date.
6.2 Effect of Termination. If this Agreement is terminated
pursuant to Section 6.1 hereof, all further obligations of the
parties under this Agreement shall terminate; provided, however,
that a termination of this Agreement shall not relieve any party
of any liability it may have for breach of any representation or
warranty or nonperformance of any covenant or obligation
hereunder, or constitute a waiver of any available remedy
(including specific performance, if available) for any such
breach or nonperformance.
ARTICLE VII
GENERAL PROVISIONS
7.1 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all
of which taken together shall constitute one and the same
instrument.
7.2 Governing Law. This Agreement shall be governed by,
interpreted under, and construed and enforced in accordance with
the laws of the State of California applicable to agreements made
and to be performed wholly within the State of California,
without regard to conflict of laws principles.
7.3 Entire Agreement. This Agreement contains all of the
agreements between the parties with respect to the matters
contained herein and supersedes all prior written or oral and all
contemporaneous oral agreements or understandings between the
parties pertaining to any such matters. No provision of this
Agreement may be amended or added to except by an agreement in
writing signed by the parties to this Agreement or their
respective successors in interest and expressly stating that it
is an amendment of this Agreement.
7.4 Further Assurances. The parties agree to do such further
acts and things and to execute and deliver such additional
agreements and instruments as any other party may reasonably
require to consummate, evidence or confirm the agreements
contained herein in the manner contemplated hereby.
7.5 Assignment. This Agreement and the rights, duties, and
obligations hereunder may not be assigned by any party prior to
the Closing without the prior written consent of the other party,
and any attempted assignment is void. Notwithstanding the
foregoing, either Purchaser or Seller may assign its rights and
delegate its obligations under this Agreement to one or more of
their respective affiliates (as such term is defined in Rule 12b-
2 under the Securities Exchange Act of 1934, as amended),
provided that, in each case, (a) the assignee first agrees in
writing to be bound by the terms of this Agreement, and (b) any
such assignment and delegation shall not relieve Purchaser or
Seller of any of its obligations hereunder.
7.6 Successors and Assigns. Subject to Section 7.5 hereof, this
Agreement shall be binding upon each of the parties to it and
their respective successors and permitted assigns.
7.7 Severability. In the event any provision of this Agreement
shall finally be determined to be unlawful, such provision shall
be deemed to be severed from this Agreement and every other
provision of this Agreement shall remain in full force and
effect.
7.8 Expenses. Each party shall bear its own expenses in
connection with the transactions contemplated hereunder. Each
party further represents and warrants that it has not engaged or
authorized any broker, finder or similar agent who would be
entitled to a commission or other fee in respect of the
transactions contemplated thereunder.
7.9 Applicability in the Event of Conversion, Reclassification
or Exchange of Series B Common Stock. In the event that shares
of Presley-Del. Series B Common Stock are converted, reclassified
or split into, or otherwise exchanged for, other securities of
the same or different issuer, the terms and provisions of this
Agreement shall be deemed to apply to such other securities with
the same force and effect (with such adjustments to the number of
securities and the purchase price thereof as may be necessary or
appropriate to give effect to the parties' intent and the
transactions contemplated hereunder).
7.10 Acknowledgement. Purchaser and Seller acknowledge that each
of them may be deemed to be an affiliate of Presley-Del. (as such
term is defined in Rule 12b-2 under the Securities Exchange Act
of 1934, as amended). Purchaser and Seller further acknowledge
that each of them may have confidential information concerning
Presley-Del.'s business and affairs which is not public and may
be considered material. Recognizing the foregoing, neither
Purchaser nor Seller has requested, desires or requires the other
to disclose any confidential information relating to Presley-Del.
or otherwise. Each of Purchaser and Seller has conducted its own
investigation, to the extent it has determined necessary or
desirable, in connection with the purchase and sale of the Shares
hereunder and expressly further acknowledges that (a) it has not
relied upon any representation, warranty or statement (other than
the limited representations, warranties and statements contained
in this Agreement) made by, nor upon any analysis of, the other
in connection with the transactions contemplated hereunder,
(b) it has made its own investment analysis and decision to
purchase or sell (as the case may be) the Shares based upon such
information as it has deemed appropriate, and (c) it is
voluntarily assuming all risks associated with the purchase or
sale (as the case may be) of the Shares hereunder resulting from
the failure to receive any such representations, warranties,
statements or confidential information.
7.11 Relationship to Other Series B Purchase Agreements. The
parties acknowledge that, in connection with the Series B Offer,
Purchaser has entered into or proposes to enter into agreements
with the other holders of Presley-Del. Series B Common Stock to
purchase from such holders additional shares of Presley-Del.
Common Stock (such other agreements are attached hereto as
Exhibit B and are referred to herein as the "Other Series B
Agreements"). Purchaser agrees that such Other Series B
Agreements are to be identical in form and substance to this
Agreement, with only such differences as relate to the identity
of the seller and the number of shares of Presley-Del. Common
Stock to be purchased and sold thereunder (it being understood
that in the case of Foothill Capital Corporation, such number is
710,574 shares of Presley-Del. Series B Common Stock, and in the
case of each of the other Series B stockholders, such number is
that number of Series B shares as is necessary to reduce the
total number of shares of Presley-Del. Common Stock (including
any Presley-Del. Series A shares) owned by such Series B
stockholder to below 5% of the total number of shares of Presley-
Del. Common Stock outstanding). If the terms and conditions
contained in any of the Other Series B Agreements are modified
from the terms or conditions contained in this Agreement in any
respect which is more advantageous to the seller or sellers party
thereto, Purchaser and Seller agree that (a) Purchaser shall
deliver to Seller prompt written notice of such modification
(including the text thereof), (b) this Agreement shall be deemed
to be amended to reflect such more advantageous terms or
conditions (unless Seller notifies Purchaser to the contrary in
writing), and (c) Purchaser and Seller, upon request, will
promptly execute such agreements or instruments as may be
necessary to evidence such amendment.
7.12 Increase in Series A Offering Price. In the event that the
purchase price paid by Purchaser in the Series A Offer is
increased above $0.655 per share in cash, then the purchase price
to be paid by Purchaser under this Agreement for each of the
Shares shall be increased by the same incremental amount above
$0.655 per share.
IN WITNESS WHEREOF, the parties hereto have executed
this Stock Purchase and Sale Agreement as of the day and year
first above written.
"PURCHASER"
WILLIAM LYON HOMES, INC.
By: /s/ William Lyon
_________________________________
William Lyon
Chairman, President and CEO
"SELLER"
GS CREDIT PARTNERS, L.P.
By: /s/ Robert O'Shea
_________________________________
Name: Robert O'Shea
Title: Managing Director
Address:_________________________
_________________________
_________________________
Facsimile:_______________________
<PAGE>
EXHIBIT A
LETTER OF INTENT
<PAGE>
EXHIBIT B
OTHER SERIES B AGREEMENTS
<PAGE>
SCHEDULE 1.2
WIRE TRANSFER INSTRUCTIONS
<PAGE>
SCHEDULE 3.4
SHARE OWNERSHIP
<TABLE>
<CAPTION>
SERIES A SHARES SERIES B SHARES
<S> <C> <C>
First Plaza Group Trust 1,697,325 5,099,206
GS Credit Partners, L.P. --- 5,920,362
ING (U.S.) Capital LLC (as nominee
of ING Equity Partners, L.P. I)
--- 4,547,269
Foothill Capital Corporation --- 1,836,109
</TABLE>
STOCK PURCHASE AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE AGREEMENT (this
"Agreement") is entered into as of this 6th day of July, 1999 by
and among William Lyon Homes, Inc., a California corporation
("Purchaser"), and ING (U.S.) Capital, LLC, formerly known as ING
(U.S.) Capital Corporation ("Seller").
RECITALS:
WHEREAS, Purchaser, The Presley Companies, a Delaware
corporation ("Presley-Del."), and Presley Homes, a California
corporation ("Presley-Cal."), are parties to a letter of intent
dated May 3, 1999 attached hereto as Exhibit A (the "Letter of
Intent") which sets forth such parties' mutual, preliminary
understanding with respect to Presley-Cal.'s proposed acquisition
of substantially all of the assets of Purchaser (the
"Acquisition") and Purchaser's proposal to acquire a portion of
the outstanding shares of Common Stock of Presley-Del.; and
WHEREAS, the Letter of Intent contemplates that
Purchaser will make offers to the holders of Presley-Del.
Series B Common Stock (the "Series B Offer") and a tender offer
to the holders of the Presley Del. Series A Common Stock (the
"Series A Offer") to purchase, for a cash purchase price of
$0.655 per share, an aggregate number of shares of the Presley
Del. Common Stock which, when added to the number of shares of
Presley-Del Common Stock already owned by Purchaser and its
affiliates (and after giving effect to dispositions of Presley-
Del. Common Stock held by Purchaser and its affiliates as
contemplated in the Letter of Intent), will cause Purchaser and
its affiliates to own an aggregate of approximately 49% (but in
no event more than 49.9%) of the shares of Presley-Del. Common
Stock outstanding; and
WHEREAS, Seller owns shares of Presley-Del. Series B
Common Stock and, as part of the Series B Offer, Seller and
Purchaser desire to enter into this Agreement to provide for the
sale by Seller to Purchaser of 1,937,486 shares (subject to
adjustment as provided herein) of such Series B Common Stock on
the terms and subject to the conditions set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and
the representations, warranties and covenants set forth in this
Agreement, the parties agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 Purchase and Sale of Shares. At the Closing (as defined in
Section 1.3 of this Agreement), and on the terms and subject to
the conditions set forth in this Agreement, Seller agrees to
sell, transfer and deliver to Purchaser, and Purchaser hereby
agrees to purchase and acquire from Seller, 1,937,486 shares of
Presley-Del. Series B Common Stock (the "Shares") for a cash
price of $0.655 per share, or an aggregate purchase price of
$1,269,053.33 (the "Purchase Price"). The number of Shares of
Presley-Del. Series B Common Stock to be purchased and sold
hereunder, and the aggregate Purchase Price to be paid therefor,
shall be subject to adjustment as provided in Section 4.1 and
Section 7.12 of this Agreement.
1.2 Deliveries at Closing. At the Closing, Seller shall
deliver to Purchaser the certificate or certificates representing the
Shares, duly endorsed for transfer to, or accompanied by duly
executed stock powers in favor of, Purchaser or its nominee, and
otherwise in a form acceptable for transfer on the books of
Presley-Del., against payment by Purchaser of the Purchase Price
by wire transfer of immediately available funds to the account
specified on Schedule 1.2 attached hereto.
1.3 Closing. Unless otherwise agreed by the parties hereto,
the closing of the transaction contemplated in this Article I (the
"Closing") shall take place at the offices of Purchaser at 9:00
a.m. Pacific time on the second business day following the
delivery by Purchaser to Seller of written notice to the effect
that the conditions set forth in Sections 5.3(c), 5.3(d) and
5.3(e) of this Agreement have been satisfied or waived. The date
on which the Closing occurs is hereinafter referred to as the
"Closing Date."
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF PURCHASER
Purchaser hereby represents and warrants to Seller as
of the date of this Agreement and as of the Closing Date as
follows (it being understood and agreed that Purchaser makes no
representations or warranties in connection with the purchase and
sale of the Shares hereunder other than as set forth in this
Article II and in Section 7.10 hereof):
2.1 Due Incorporation; Authority. Purchaser has been duly
incorporated and is validly existing in good standing under the
laws of the State of California. Purchaser has the corporate
power and corporate authority to execute and deliver this
Agreement and to perform its obligations hereunder. The
execution and delivery of this Agreement, and the performance of
Purchaser's obligations hereunder, have been duly authorized by
all necessary corporate action on the part of Purchaser.
2.2 Binding Obligation. This Agreement has been duly executed
and delivered by Purchaser, and constitutes the legal, valid and
binding obligation of Purchaser, enforceable in accordance with
its terms against Purchaser, except that (a) such enforcement may
be limited by the effect of applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws relating
to or affecting creditors rights generally; and (b) such
enforcement may be limited by general principles of equity,
including concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether
considered in a proceeding in equity or at law.
2.3 No Conflict or Violation. Purchaser's execution and
delivery of, and performance of its obligations under, this
Agreement do not (a) violate Purchaser's articles of
incorporation or bylaws, (b) constitute a material breach or
default under any existing obligation of or restriction on
Purchaser under any other agreement to which Purchaser is a
party, or (c) breach or otherwise violate any law, statute, rule,
regulation, order or decree applicable to Purchaser. No consent,
order, permit or approval of any person or governmental authority
is required on the part of Purchaser for the execution and
delivery of, and performance of its obligations under, this
Agreement.
2.4 Investment Intent. Purchaser is purchasing the Shares
for its own account and not with a view to distribution thereof
within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). Purchaser is an "accredited investor," as
such term is defined in Rule 501(a) under the Securities Act,
which, by reason of its business and financial experience, has
such knowledge, sophistication and experience in business and
financial matters as to be capable of evaluating the merits and
risks of the investment in the Shares. Purchaser understands
that (a) the Shares have not been registered under the Securities
Act and may not be offered or sold unless the Shares are
registered under the Securities Act or an exemption from the
registration requirements of the Securities Act is available,
(b) if any transfer of the Shares is to be made in reliance on an
exemption under the Securities Act, Presley-Del. may require an
opinion of counsel satisfactory to it that such transfer may be
made pursuant to such exemption, and (c) so long as deemed
appropriate by Presley-Del., the Shares may bear a legend to the
effect of clauses (a) and (b) of this paragraph.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF SELLER
Seller represents and warrants to Purchaser as of the
date of this Agreement and as of the Closing Date as follows (it
being understood and agreed that Seller makes no representations
or warranties in connection with the purchase and sale of the
Shares hereunder other than as set forth in this Article III and
in Section 7.10 hereof):
3.1 Organization and Good Standing; Authority. Seller has been
duly organized and is validly existing in good standing under the
laws of its jurisdiction of organization. Seller has the power
and authority to execute and deliver this Agreement and to
perform its obligations hereunder. The execution and delivery of
this Agreement, and the performance of Seller's obligations
hereunder, have been duly authorized by all necessary corporate,
partnership, limited liability company or trust action (as the
case may be) on the part of Seller.
3.2 Binding Obligation. This Agreement has been duly executed
and delivered by Seller, and constitutes the legal, valid and
binding obligation of Seller, enforceable in accordance with its
terms against Seller, except that (a) such enforcement may be
limited by the effect of applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws relating to or affecting
creditors rights generally; and (b) such enforcement may be
limited by general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in
equity or at law.
3.3 No Conflict or Violation. Seller's execution and delivery
of, and performance of its obligations under, this Agreement do
not (a) violate Seller's charter or other organizational
documents, (b) to Seller's knowledge, constitute a material
breach or default under any existing obligation of or restriction
on Seller under any other agreement to which Seller is a party,
or (c) breach or otherwise violate any law, statute, rule,
regulation, order or decree applicable to Seller. No consent,
order, permit or approval of any person or governmental authority
is required on the part of Seller for the execution and delivery
of, and performance of its obligations under, this Agreement.
3.4 Share Ownership. Seller's record and beneficial ownership
of Presley-Del. equity securities is correctly set forth on
Schedule 3.4 attached hereto. Seller owns all of the Shares of
record and beneficially, free and clear of any charge, claim,
property interest, right of first refusal, condition, lien,
option, pledge, security interest or other adverse claim or
interest of any kind (collectively, "Encumbrances"). At the
Closing, Seller will transfer to Purchaser good and title to the
Shares, free and clear of all Encumbrances except for such
Encumbrances as may be imposed by applicable securities laws or
as may be otherwise expressly provided herein.
ARTICLE IV
ADDITIONAL AGREEMENTS
4.1 Purchase and Sale of Additional Series B Shares.
(a) Seller acknowledges that it is Purchaser's objective,
following the Closing of the Series A Offer and the Series B
Offer, to own (together with Purchaser's affiliates) an aggregate
of approximately 49% (but in no event more than 49.9%) of Presley-
Del.'s outstanding Common Stock. In the event that the Series A
shareholders do not tender a sufficient number of shares of
Series A Common Stock in response to the Series A Offer to enable
Purchaser and its affiliates (after taking into account the
Series B shares to be acquired pursuant to the Series B Offer and
after giving effect to the possible disposition by Purchaser and
its affiliates of up to 8% of the outstanding shares of Presley-
Del. Common Stock as contemplated in the Letter of Intent) to
achieve the desired ownership target, Seller hereby agrees to
sell to Purchaser, and Purchaser hereby agrees to purchase from
Seller, at a price of $0.655 per share in cash, an additional
number of shares of Series B Common Stock owned by Seller so as
to enable Purchaser and its affiliates to reach the desired
ownership target. The number of additional shares of Series B
Common Stock to be sold by Seller pursuant to this Section 4.1
shall be determined in accordance with the following formula:
Number of Additional Shares = A x B
-
C
Where A = Total number of additional shares of Presley-
Del. Common Stock necessary to enable
Purchaser and its affiliates to achieve the
desired ownership target;
B = Total number of shares of Presley-Del.
Common Stock owned by Seller (after giving
effect to the sale of the Shares specified in
Section 1.1 of this Agreement); and
C = Total number of shares of Presley-Del.
Common Stock owned by each of the Series B
shareholders identified on Schedule 3.4
attached hereto (after giving effect to the
sale of the Shares specified in Section 1.1 of
this Agreement and in Section 1.1 of each of
the agreements entered into with the other
Series B Shareholders in connection with the
Series B Offer).
(b) The number of additional shares of Series B Common Stock to
be purchased pursuant to this Section 4.1 (if any) shall be set
forth in the notice delivered by Purchaser to Seller in
accordance with Section 1.3 of this Agreement. The purchase and
sale of any additional shares of Series B Common Stock pursuant
to this Section 4.1 shall occur in the same manner and at the
same time as the transaction provided for in Article I of this
Agreement. The term "Shares," as used in this Agreement, shall
refer equally to any additional shares of Series B Common Stock
purchased and sold pursuant to this Section 4.1.
4.2 Agreements Not to Tender, Transfer or Acquire Shares.
Seller hereby agrees that, prior to the Closing, Seller will not:
(a) transfer or dispose of any interest in, tender (pursuant to
the Series A Offer or otherwise), or pledge or otherwise create
(or allow to exist) any Encumbrance on, any shares of Presley-
Del. Common Stock which it owns (except as contemplated in this
Agreement);
(b) convert any Series B shares which it owns into Series A
shares; or
(c) acquire any beneficial interest in shares of Presley-Del.
Common Stock or any options, warrants or other rights to acquire
shares of Presley-Del. Common Stock.
Notwithstanding anything herein to the contrary, any affiliate of
Seller which, in the ordinary course of its business, engages in
any of the following activities may engage in such activities
(other than for its own account) with respect to shares of
Presley-Del. Common Stock and options, warrants or other rights
to acquire shares of Presley-Del. Common Stock: brokerage,
investment advisory, investment company, financial advisory, anti-
raid advisory, financing, asset management, trading, market
making, arbitrage and other similar activities.
4.3 Restriction on Sales of Presley-Del Common Stock by
Purchaser. Purchaser hereby agrees that during the period from
the Closing Date through and including the third anniversary of
the Closing Date, Purchaser and its affiliates will not sell or
otherwise transfer for value any shares of Presley-Del. Common
Stock (other than the 7,939,589 shares of Series A Common Stock
which are currently owned by Purchaser and its affiliates) unless
such sale takes place in connection with a transaction in which
all other holders of Presley-Del. Common Stock are afforded an
opportunity to participate pro rata (based on ownership of
Presley-Del. Common Stock) and on the same terms and conditions
as Purchaser and its affiliates. Notwithstanding the foregoing,
nothing contained in this Section 4.3 shall prohibit any transfer
of Presley-Del. Common Stock by Purchaser or any of its
affiliates to (a) any other affiliate of Purchaser, (b) William
Lyon, his spouse or any of his lineal descendants, (c) any person
who acquires such shares under the terms of a will or by the laws
of descent and distribution, or (d) any trustee of any trust, the
beneficiaries of which consist only of William Lyon, his spouse
or lineal descendants, or any charitable organization as defined
in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, provided that any such permitted transferee first agrees
in writing to be bound by this Section 4.3 to the same extent as
Purchaser and its affiliates.
4.4 Consent to Transactions; Agreement to Vote in Favor of
Presley-Del. Charter Amendments. Seller hereby approves of and
consents to the transactions contemplated in the Letter of
Intent, a copy of which has previously been provided to Seller.
Subject to the condition set forth in the next sentence, Seller
hereby agrees to vote all shares of Presley-Del. Common Stock
which it (or any of its affiliates) owns in favor the
transactions contemplated by such Letter of Intent which are
submitted for a vote of Presley-Del. stockholders and for which
approval has been recommended by the Presley-Del. Board of
Directors. In particular, but conditioned upon the understanding
that such provisions will not be effective until after the
closing of the Series A Offer, the Series B Offer and the
Acquisition, Seller agrees to vote all shares of Presley-Del.
Common Stock which it (or any of its affiliates) owns in favor of
certain provisions proposed to be added to Presley-Del.'s
certificate of incorporation (whether by amendment, merger or
otherwise) which would restrict the transfer of Presley-Del
shares by holders of 5% or more of its outstanding shares so as
to avoid triggering certain tax law provisions which could result
in the loss of Presley-Del.'s net operating losses for tax
purposes.
ARTICLE V
CONDITIONS TO CLOSING
The obligation of Purchaser and Seller to effect the
Closing shall be subject to the following conditions:
5.1 Conditions Precedent to Purchaser's and Seller's
Obligations. Purchaser's and Seller's respective obligations to
consummate the purchase and sale of the Shares hereunder and to
take the other actions required to be taken at the Closing are
subject to the satisfaction as of the Closing Date of the
condition that the purchase and sale of the Shares as
contemplated in this Agreement shall not violate or contravene
any applicable law, statute, rule, regulation, order or decree of
any governmental authority.
5.2 Conditions Precedent to Seller's Obligation to Close.
Seller's obligations to sell the Shares and to take the other
actions required to be taken by Seller at the Closing are subject
to the satisfaction as of the Closing Date of each of the
following conditions (each of which may be waived by Seller, in
whole or in part):
(a) the representations and warranties of Purchaser contained in
this Agreement must have been true and correct in all respects on
the date of this Agreement and shall be true and correct in all
respects as of the Closing Date as if made on the Closing Date;
and
(b) Purchaser shall have performed all of the covenants and
obligations that Purchaser is required to perform or to comply
with at or prior to the Closing pursuant to this Agreement.
5.3 Conditions Precedent to Purchaser's Obligation to Close.
Purchaser's obligations to purchase the Shares and to take the
other actions required to be taken by Purchaser at the Closing
are subject to the satisfaction as of the Closing Date of each of
the following conditions (each of which may be waived by
Purchaser, in whole or in part):
(a) The representations and warranties of Seller contained in
this Agreement must have been true and correct in all respects on
the date of this Agreement and shall be true and correct in all
respects as of the Closing Date as if made on the Closing Date;
(b) Seller shall have performed all of the covenants and
obligations that Seller is required to perform or to comply with
at or prior to the Closing pursuant to this Agreement;
(c) The stockholders of Presley-Del., by a vote sufficient under
applicable law, shall have approved certain provisions which are
proposed to be added to Presley-Del.'s certificate of
incorporation and/or bylaws to restrict transfers of shares of
Presley-Del. Common Stock by holders of 5% or more of the
outstanding Common Stock so as to avoid triggering the change-in-
control tax provisions which could result in a loss of Presley-
Del.'s net operating losses for tax purposes, and Presley-Del.
shall have notified Purchaser in writing of its intention to
effect such provisions (by filing with the Delaware Secretary of
State a certificate of amendment or certificate of merger)
following and conditioned only upon the closing of the Series A
Offer and the Series B Offer;
(d) Presley-Cal. and Purchaser shall have closed the
Acquisition;
(e) Purchaser shall have purchased (or have the legally
enforceable right to purchase) shares of Presley-Del. Common
Stock pursuant to the Series A Offer and/or the Series B Offer
such that the number of shares so purchased, when added to the
number of shares of Presley-Del. Common Stock then owned by
Purchaser and its affiliates, causes Purchaser and its affiliates
to own at least 49% (but not more than 49.9%) of the outstanding
shares of Presley-Del. Common Stock; and
(f) upon the closing of the Series B Offer, no person (other
than Purchaser and its affiliates) shall own beneficially 5% or
more of the outstanding Common Stock of Presley-Del.
ARTICLE VI
TERMINATION
6.1 Termination Events. This Agreement may, by written notice
delivered prior to the Closing, be terminated:
(a) by mutual consent of Purchaser and Seller;
(b) by Purchaser or Seller (if such party is not itself then in
breach), if a material breach of this Agreement has been
committed by the other party, and such breach has not been waived
or cured within 10 calendar days of the date written notice of
such breach is delivered to the breaching party;
(c) by Purchaser or Seller if the Closing has not occurred
(other than through the failure of any party seeking to terminate
this Agreement to comply fully with its obligations under this
Agreement) on or before November 15, 1999, or such later date as
the parties may agree upon in writing;
(d) (i) by Purchaser, if any of the conditions in Section 5.3
of this Agreement has not been satisfied as of the Closing Date
or if satisfaction of such a condition is or becomes impossible
(other than through the failure of Purchaser to perform its
obligations under this Agreement), or (ii) by Seller, if any of
the conditions in Section 5.2 of this Agreement has not been
satisfied as of the Closing Date or if satisfaction of such a
condition is or becomes impossible (other than through the
failure of Seller to perform its obligations under this
Agreement); or
(e) by Purchaser or Seller, if Purchaser, Presley-Del. and
Presley-Cal. terminate the Letter of Intent (or any definitive
agreement entered into with respect to the transactions
contemplated by the Letter of Intent), or the Letter of Intent
(or any such definitive agreement) expires in accordance with its
terms prior to the Closing Date.
6.2 Effect of Termination. If this Agreement is terminated
pursuant to Section 6.1 hereof, all further obligations of the
parties under this Agreement shall terminate; provided, however,
that a termination of this Agreement shall not relieve any party
of any liability it may have for breach of any representation or
warranty or nonperformance of any covenant or obligation
hereunder, or constitute a waiver of any available remedy
(including specific performance, if available) for any such
breach or nonperformance.
ARTICLE VII
GENERAL PROVISIONS
7.1 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all
of which taken together shall constitute one and the same
instrument.
7.2 Governing Law. This Agreement shall be governed by,
interpreted under, and construed and enforced in accordance with
the laws of the State of California applicable to agreements made
and to be performed wholly within the State of California,
without regard to conflict of laws principles.
7.3 Entire Agreement. This Agreement contains all of the
agreements between the parties with respect to the matters
contained herein and supersedes all prior written or oral and all
contemporaneous oral agreements or understandings between the
parties pertaining to any such matters. No provision of this
Agreement may be amended or added to except by an agreement in
writing signed by the parties to this Agreement or their
respective successors in interest and expressly stating that it
is an amendment of this Agreement.
7.4 Further Assurances. The parties agree to do such further
acts and things and to execute and deliver such additional
agreements and instruments as any other party may reasonably
require to consummate, evidence or confirm the agreements
contained herein in the manner contemplated hereby.
7.5 Assignment. This Agreement and the rights, duties, and
obligations hereunder may not be assigned by any party prior to
the Closing without the prior written consent of the other party,
and any attempted assignment is void. Notwithstanding the
foregoing, either Purchaser or Seller may assign its rights and
delegate its obligations under this Agreement to one or more of
their respective affiliates (as such term is defined in Rule 12b-
2 under the Securities Exchange Act of 1934, as amended),
provided that, in each case, (a) the assignee first agrees in
writing to be bound by the terms of this Agreement, and (b) any
such assignment and delegation shall not relieve Purchaser or
Seller of any of its obligations hereunder.
7.6 Successors and Assigns. Subject to Section 7.5 hereof, this
Agreement shall be binding upon each of the parties to it and
their respective successors and permitted assigns.
7.7 Severability. In the event any provision of this Agreement
shall finally be determined to be unlawful, such provision shall
be deemed to be severed from this Agreement and every other
provision of this Agreement shall remain in full force and
effect.
7.8 Expenses. Each party shall bear its own expenses in
connection with the transactions contemplated hereunder. Each
party further represents and warrants that it has not engaged or
authorized any broker, finder or similar agent who would be
entitled to a commission or other fee in respect of the
transactions contemplated hereunder.
7.9 Applicability in the Event of Conversion, Reclassification
or Exchange of Series B Common Stock. In the event that shares
of Presley-Del. Series B Common Stock are converted, reclassified
or split into, or otherwise exchanged for, other securities of
the same or different issuer, the terms and provisions of this
Agreement shall be deemed to apply to such other securities with
the same force and effect (with such adjustments to the number of
securities and the purchase price thereof as may be necessary or
appropriate to give effect to the parties' intent and the
transactions contemplated hereunder).
7.10 Acknowledgement. Purchaser and Seller acknowledge that each
of them has a representative who is a director of Presley-Del.
and that each of Purchaser and Seller may be deemed to be an
affiliate of Presley-Del. (as such term is defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended).
Purchaser and Seller further acknowledge that each of them may
have confidential information concerning Presley-Del.'s business
and affairs which is not public and may be considered material.
Recognizing the foregoing, neither Purchaser nor Seller has
requested, desires or requires the other to disclose any
confidential information relating to Presley-Del. or otherwise.
Each of Purchaser and Seller has conducted its own investigation,
to the extent it has determined necessary or desirable, in
connection with the purchase and sale of the Shares hereunder and
expressly further acknowledges that (a) it has not relied upon
any representation, warranty or statement (other than the limited
representations, warranties and statements contained in this
Agreement) made by, nor upon any analysis of, the other in
connection with the transactions contemplated hereunder, (b) it
has made its own investment analysis and decision to purchase or
sell (as the case may be) the Shares based upon such information
as it has deemed appropriate, and (c) it is voluntarily assuming
all risks associated with the purchase or sale (as the case may
be) of the Shares hereunder resulting from the failure to receive
any such representations, warranties, statements or confidential
information.
7.11 Relationship to Other Series B Purchase Agreements. The
parties acknowledge that, in connection with the Series B Offer,
Purchaser has entered into or proposes to enter into agreements
with the other holders of Presley-Del. Series B Common Stock to
purchase from such holders additional shares of Presley-Del.
Common Stock (such other agreements are attached hereto as
Exhibit B and referred to herein as the "Other Series B
Agreements"). Purchaser agrees that such Other Series B
Agreements are to be identical in form and substance to this
Agreement, with only such differences as relate to the identity
of the seller and the number of shares of Presley-Del. Common
Stock to be purchased and sold thereunder (it being understood
that in the case of Foothill Capital Corporation, such number is
710,574 shares of Presley-Del. Series B Common Stock, and in the
case of each of the other Series B stockholders, such number is
that number of Series B shares as is necessary to reduce the
total number of shares of Presley-Del. Common Stock (including
any Presley-Del. Series A shares) owned by such Series B
stockholder to below 5% of the total number of shares of Presley-
Del. Common Stock outstanding). If the terms and conditions
contained in any of the Other Series B Agreements are modified
from the terms or conditions contained in this Agreement in any
respect which is more advantageous to the seller or sellers party
thereto, Purchaser and Seller agree that (a) Purchaser shall
deliver to Seller prompt written notice of such modification
(including the text thereof), (b) this Agreement shall be deemed
to be amended to reflect such more advantageous terms or
conditions (unless Seller notifies Purchaser to the contrary in
writing), and (c) Purchaser and Seller, upon request, will
promptly execute such agreements or instruments as may be
necessary to evidence such amendment.
7.12 Increase in Series A Offering Price. In the event that the
purchase price paid by Purchaser in the Series A Offer is
increased above $0.655 per share in cash, then the purchase price
to be paid by Purchaser under this Agreement for each of the
Shares shall be increased by the same incremental amount above
$0.655 per share.
IN WITNESS WHEREOF, the parties hereto have executed this Stock
Purchase and Sale Agreement as of the day and year first above
written.
"PURCHASER"
WILLIAM LYON HOMES, INC.
By: /s/ William Lyon
________________________________
William Lyon
Chairman, President and CEO
"SELLER"
ING (U.S.) CAPITAL LLC
By: /s/ Fred Assenheimer
________________________________
Name: Fred Assenheimer
Title: Senior Vice President
Address:________________________
________________________
________________________
Facsimile:______________________
<PAGE>
EXHIBIT A
LETTER OF INTENT
<PAGE>
EXHIBIT B
OTHER SERIES B AGREEMENTS
<PAGE>
SCHEDULE 1.2
WIRE TRANSFER INSTRUCTIONS
<PAGE>
SCHEDULE 3.4
SHARE OWNERSHIP
<TABLE>
<CAPTION>
SERIES A SHARES SERIES B SHARES
<S> <C> <C>
First Plaza Group Trust 1,697,325 5,099,206
GS Credit Partners, L.P. --- 5,920,362
ING (U.S.) Capital LLC (as nominee
of ING Equity Partners, L.P. I)
--- 4,547,269
Foothill Capital Corporation --- 1,836,109
</TABLE>
STOCK PURCHASE AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE AGREEMENT (this
"Agreement") is entered into as of this 6th day of July, 1999 by
and among William Lyon Homes, Inc., a California corporation
("Purchaser"), and The Chase Manhattan Bank, as Trustee for First
Plaza Group Trust ("Seller").
RECITALS:
WHEREAS, Purchaser, The Presley Companies, a Delaware
corporation ("Presley-Del."), and Presley Homes, a California
corporation ("Presley-Cal."), are parties to a letter of intent
dated May 3, 1999 attached hereto as Exhibit A (the "Letter of
Intent") which sets forth such parties' mutual, preliminary
understanding with respect to Presley-Cal.'s proposed acquisition
of substantially all of the assets of Purchaser (the
"Acquisition") and Purchaser's proposal to acquire a portion of
the outstanding shares of Common Stock of Presley-Del.; and
WHEREAS, the Letter of Intent contemplates that
Purchaser will make offers to the holders of Presley-Del.
Series B Common Stock (the "Series B Offer") and a tender offer
to the holders of the Presley Del. Series A Common Stock (the
"Series A Offer") to purchase, for a cash purchase price of
$0.655 per share, an aggregate number of shares of the Presley
Del. Common Stock which, when added to the number of shares of
Presley-Del Common Stock already owned by Purchaser and its
affiliates (and after giving effect to dispositions of Presley-
Del. Common Stock held by Purchaser and its affiliates as
contemplated in the Letter of Intent), will cause Purchaser and
its affiliates to own an aggregate of approximately 49% (but in
no event more than 49.9%) of the shares of Presley-Del. Common
Stock outstanding; and
WHEREAS, Seller owns shares of Presley-Del. Series B
Common Stock and, as part of the Series B Offer, Seller and
Purchaser desire to enter into this Agreement to provide for the
sale by Seller to Purchaser of 4,186,748 shares (subject to
adjustment as provided herein) of such Series B Common Stock on
the terms and subject to the conditions set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and
the representations, warranties and covenants set forth in this
Agreement, the parties agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 Purchase and Sale of Shares. At the Closing (as defined in
Section 1.3 of this Agreement), and on the terms and subject to
the conditions set forth in this Agreement, Seller agrees to
sell, transfer and deliver to Purchaser, and Purchaser hereby
agrees to purchase and acquire from Seller, 4,186,748 shares of
Presley-Del. Series B Common Stock (the "Shares") for a cash
price of $0.655 per share, or an aggregate purchase price of
$2,742,319.94 (the "Purchase Price"). The number of Shares of
Presley-Del. Series B Common Stock to be purchased and sold
hereunder, and the aggregate Purchase Price to be paid therefor,
shall be subject to adjustment as provided in Section 4.1 and
Section 7.12 of this Agreement.
1.2 Deliveries at Closing. At the Closing, Seller shall deliver
to Purchaser the certificate or certificates representing the
Shares, duly endorsed for transfer to, or accompanied by duly
executed stock powers in favor of, Purchaser or its nominee, and
otherwise in a form acceptable for transfer on the books of
Presley-Del., against payment by Purchaser of the Purchase Price
by wire transfer of immediately available funds to the account
specified on Schedule 1.2 attached hereto.
1.3 Closing. Unless otherwise agreed by the parties hereto, the
closing of the transaction contemplated in this Article I (the
"Closing") shall take place at the offices of Purchaser at 9:00
a.m. Pacific time on the second business day following the
delivery by Purchaser to Seller of written notice to the effect
that the conditions set forth in Sections 5.3(c), 5.3(d) and
5.3(e) of this Agreement have been satisfied or waived. The date
on which the Closing occurs is hereinafter referred to as the
"Closing Date."
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF PURCHASER
Purchaser hereby represents and warrants to Seller as
of the date of this Agreement and as of the Closing Date as
follows (it being understood and agreed that Purchaser makes no
representations or warranties in connection with the purchase and
sale of the Shares hereunder other than as set forth in this
Article II and in Section 7.10 hereof):
2.1 Due Incorporation; Authority. Purchaser has been duly
incorporated and is validly existing in good standing under the
laws of the State of California. Purchaser has the corporate
power and corporate authority to execute and deliver this
Agreement and to perform its obligations hereunder. The
execution and delivery of this Agreement, and the performance of
Purchaser's obligations hereunder, have been duly authorized by
all necessary corporate action on the part of Purchaser.
2.2 Binding Obligation. This Agreement has been duly executed
and delivered by Purchaser, and constitutes the legal, valid and
binding obligation of Purchaser, enforceable in accordance with
its terms against Purchaser, except that (a) such enforcement may
be limited by the effect of applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws relating
to or affecting creditors rights generally; and (b) such
enforcement may be limited by general principles of equity,
including concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether
considered in a proceeding in equity or at law.
2.3 No Conflict or Violation. Purchaser's execution and
delivery of, and performance of its obligations under, this
Agreement do not (a) violate Purchaser's articles of
incorporation or bylaws, (b) constitute a material breach or
default under any existing obligation of or restriction on
Purchaser under any other agreement to which Purchaser is a
party, or (c) breach or otherwise violate any law, statute, rule,
regulation, order or decree applicable to Purchaser. No consent,
order, permit or approval of any person or governmental authority
is required on the part of Purchaser for the execution and
delivery of, and performance of its obligations under, this
Agreement.
2.4 Investment Intent. Purchaser is purchasing the Shares for
its own account and not with a view to distribution thereof
within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). Purchaser is an "accredited investor," as
such term is defined in Rule 501(a) under the Securities Act,
which, by reason of its business and financial experience, has
such knowledge, sophistication and experience in business and
financial matters as to be capable of evaluating the merits and
risks of the investment in the Shares. Purchaser understands
that (a) the Shares have not been registered under the Securities
Act and may not be offered or sold unless the Shares are
registered under the Securities Act or an exemption from the
registration requirements of the Securities Act is available,
(b) if any transfer of the Shares is to be made in reliance on an
exemption under the Securities Act, Presley-Del. may require an
opinion of counsel satisfactory to it that such transfer may be
made pursuant to such exemption, and (c) so long as deemed
appropriate by Presley-Del., the Shares may bear a legend to the
effect of clauses (a) and (b) of this paragraph.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF SELLER
Seller represents and warrants to Purchaser as of the
date of this Agreement and as of the Closing Date as follows (it
being understood and agreed that Seller makes no representations
or warranties in connection with the purchase and sale of the
Shares hereunder other than as set forth in this Article III and
in Section 7.10 hereof):
3.1 Organization and Good Standing; Authority. Seller has been
duly organized and is validly existing in good standing under the
laws of its jurisdiction of organization. Seller has the power
and authority to execute and deliver this Agreement and to
perform its obligations hereunder. The execution and delivery of
this Agreement, and the performance of Seller's obligations
hereunder, have been duly authorized by all necessary corporate,
partnership or trust action (as the case may be) on the part of
Seller.
3.2 Binding Obligation. This Agreement has been duly executed
and delivered by Seller, and constitutes the legal, valid and
binding obligation of Seller, enforceable in accordance with its
terms against Seller, except that (a) such enforcement may be
limited by the effect of applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws relating to or affecting
creditors rights generally; and (b) such enforcement may be
limited by general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in
equity or at law.
3.3 No Conflict or Violation. Seller's execution and delivery
of, and performance of its obligations under, this Agreement do
not (a) violate Seller's charter or other organizational
documents, (b) to Seller's knowledge, constitute a material
breach or default under any existing obligation of or restriction
on Seller under any other agreement to which Seller is a party,
or (c) breach or otherwise violate any law, statute, rule,
regulation, order or decree applicable to Seller. No consent,
order, permit or approval of any person or governmental authority
is required on the part of Seller for the execution and delivery
of, and performance of its obligations under, this Agreement.
3.4 Share Ownership. Seller's record and beneficial ownership
of Presley-Del. equity securities is correctly set forth on
Schedule 3.4 attached hereto. Seller owns all of the Shares of
record and beneficially, free and clear of any charge, claim,
property interest, right of first refusal, condition, lien,
option, pledge, security interest or other adverse claim or
interest of any kind (collectively, "Encumbrances"). At the
Closing, Seller will transfer to Purchaser good title to the
Shares, free and clear of all Encumbrances except for such
Encumbrances as may be imposed by applicable securities laws or
as may be otherwise expressly provided herein.
ARTICLE IV
ADDITIONAL AGREEMENTS
4.1 Purchase and Sale of Additional Series B Shares.
(a) Seller acknowledges that it is Purchaser's objective,
following the Closing of the Series A Offer and the Series B
Offer, to own (together with Purchaser's affiliates) an aggregate
of approximately 49% (but in no event more than 49.9%) of Presley-
Del.'s outstanding Common Stock. In the event that the Series A
shareholders do not tender a sufficient number of shares of
Series A Common Stock in response to the Series A Offer to enable
Purchaser and its affiliates (after taking into account the
Series B shares to be acquired pursuant to the Series B Offer and
after giving effect to the possible disposition by Purchaser and
its affiliates of up to 8% of the outstanding shares of Presley-
Del. Common Stock as contemplated in the Letter of Intent) to
achieve the desired ownership target, Seller hereby agrees to
sell to Purchaser, and Purchaser hereby agrees to purchase from
Seller, at a price of $0.655 per share in cash, an additional
number of shares of Series B Common Stock owned by Seller so as
to enable Purchaser and its affiliates to reach the desired
ownership target. The number of additional shares of Series B
Common Stock to be sold by Seller pursuant to this Section 4.1
shall be determined in accordance with the following formula:
Number of Additional Shares = A x B
-
C
Where A = Total number of additional shares of Presley-
Del. Common Stock necessary to enable
Purchaser and its affiliates to achieve the
desired ownership target;
B = Total number of shares of Presley-Del.
Common Stock owned by Seller (after giving
effect to the sale of the Shares specified in
Section 1.1 of this Agreement); and
C = Total number of shares of Presley-Del.
Common Stock owned by each of the Series B
shareholders identified on Schedule 3.4
attached hereto (after giving effect to the
sale of the Shares specified in Section 1.1 of
this Agreement and in Section 1.1 of each of
the agreements entered into with the other
Series B Shareholders in connection with the
Series B Offer).
(b) The number of additional shares of Series B Common Stock to
be purchased pursuant to this Section 4.1 (if any) shall be set
forth in the notice delivered by Purchaser to Seller in
accordance with Section 1.3 of this Agreement. The purchase and
sale of any additional shares of Series B Common Stock pursuant
to this Section 4.1 shall occur in the same manner and at the
same time as the transaction provided for in Article I of this
Agreement. The term "Shares," as used in this Agreement, shall
refer equally to any additional shares of Series B Common Stock
purchased and sold pursuant to this Section 4.1.
4.2 Agreements Not to Tender, Transfer or Acquire Shares.
Seller hereby agrees that, prior to the Closing, Seller will not:
(a) transfer or dispose of any interest in, tender (pursuant to
the Series A Offer or otherwise), or pledge or otherwise create
(or allow to exist) any Encumbrance on, any shares of Presley-
Del. Common Stock which it owns (except as contemplated in this
Agreement);
(b) convert any Series B shares which it owns into Series A
shares; or
(c) acquire any beneficial interest in shares of Presley-Del.
Common Stock or any options, warrants or other rights to acquire
shares of Presley-Del. Common Stock.
Notwithstanding anything herein to the contrary, any affiliate of
Seller which, in the ordinary course of its business, engages in
any of the following activities may engage in such activities
(other than for its own account) with respect to shares of
Presley-Del. Common Stock and options, warrants or other rights
to acquire shares of Presley-Del. Common Stock: brokerage,
investment advisory, investment company, financial advisory, anti-
raid advisory, financing, asset management, trading, market
making, arbitrage and other similar activities.
4.3 Restriction on Sales of Presley-Del Common Stock by
Purchaser. Purchaser hereby agrees that during the period from
the Closing Date through and including the third anniversary of
the Closing Date, Purchaser and its affiliates will not sell or
otherwise transfer for value any shares of Presley-Del. Common
Stock (other than the 7,939,589 shares of Series A Common Stock
which are currently owned by Purchaser and its affiliates) unless
such sale takes place in connection with a transaction in which
all other holders of Presley-Del. Common Stock are afforded an
opportunity to participate pro rata (based on ownership of
Presley-Del. Common Stock) and on the same terms and conditions
as Purchaser and its affiliates. Notwithstanding the foregoing,
nothing contained in this Section 4.3 shall prohibit any transfer
of Presley-Del. Common Stock by Purchaser or any of its
affiliates to (a) any other affiliate of Purchaser, (b) William
Lyon, his spouse or any of his lineal descendants, (c) any person
who acquires such shares under the terms of a will or by the laws
of descent and distribution, or (d) any trustee of any trust, the
beneficiaries of which consist only of William Lyon, his spouse
or lineal descendants, or any charitable organization as defined
in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, provided that any such permitted transferee first agrees
in writing to be bound by this Section 4.3 to the same extent as
Purchaser and its affiliates.
4.4 Consent to Transactions; Agreement to Vote in Favor of
Presley-Del. Charter Amendments. Seller hereby approves of and
consents to the transactions contemplated in the Letter of
Intent, a copy of which has previously been provided to Seller.
Subject to the condition set forth in the next sentence, Seller
hereby agrees to vote all shares of Presley-Del. Common Stock
which it (or any of its affiliates) owns in favor of the
transactions contemplated by such Letter of Intent which are
submitted for a vote of Presley-Del. stockholders and for which
approval has been recommended by the Presley-Del. Board of
Directors. In particular, but conditioned upon the understanding
that such provisions will not be effective until after the
closing of the Series A Offer, the Series B Offer and the
Acquisition, Seller agrees to vote all shares of Presley-Del.
Common Stock which it (or any of its affiliates) owns in favor of
certain provisions proposed to be added to Presley-Del.'s
certificate of incorporation (whether by amendment, merger or
otherwise) which would restrict the transfer of Presley-Del
shares by holders of 5% or more of its outstanding shares so as
to avoid triggering certain tax law provisions which could result
in the loss of Presley-Del.'s net operating losses for tax
purposes.
ARTICLE V
CONDITIONS TO CLOSING
The obligation of Purchaser and Seller to effect the
Closing shall be subject to the following conditions:
5.1 Conditions Precedent to Purchaser's and Seller's
Obligations. Purchaser's and Seller's respective obligations to
consummate the purchase and sale of the Shares hereunder and to
take the other actions required to be taken at the Closing are
subject to the satisfaction as of the Closing Date of the
condition that the purchase and sale of the Shares as
contemplated in this Agreement shall not violate or contravene
any applicable law, statute, rule, regulation, order or decree of
any governmental authority.
5.2 Conditions Precedent to Seller's Obligation to Close.
Seller's obligations to sell the Shares and to take the other
actions required to be taken by Seller at the Closing are subject
to the satisfaction as of the Closing Date of each of the
following conditions (each of which may be waived by Seller, in
whole or in part):
(a) the representations and warranties of Purchaser contained in
this Agreement must have been true and correct in all respects on
the date of this Agreement and shall be true and correct in all
respects as of the Closing Date as if made on the Closing Date;
and
(b) Purchaser shall have performed all of the covenants and
obligations that Purchaser is required to perform or to comply
with at or prior to the Closing pursuant to this Agreement.
5.3 Conditions Precedent to Purchaser's Obligation to Close.
Purchaser's obligations to purchase the Shares and to take the
other actions required to be taken by Purchaser at the Closing
are subject to the satisfaction as of the Closing Date of each of
the following conditions (each of which may be waived by
Purchaser, in whole or in part):
(a) The representations and warranties of Seller contained in
this Agreement must have been true and correct in all respects on
the date of this Agreement and shall be true and correct in all
respects as of the Closing Date as if made on the Closing Date;
(b) Seller shall have performed all of the covenants and
obligations that Seller is required to perform or to comply with
at or prior to the Closing pursuant to this Agreement;
(c) The stockholders of Presley-Del., by a vote sufficient under
applicable law, shall have approved certain provisions which are
proposed to be added to Presley-Del.'s certificate of
incorporation and/or bylaws to restrict transfers of shares of
Presley-Del. Common Stock by holders of 5% or more of the
outstanding Common Stock so as to avoid triggering the change-in-
control tax provisions which could result in a loss of Presley-
Del.'s net operating losses for tax purposes, and Presley-Del.
shall have notified Purchaser in writing of its intention to
effect such provisions (by filing with the Delaware Secretary of
State a certificate of amendment or certificate of merger)
following and conditioned only upon the closing of the Series A
Offer and the Series B Offer;
(d) Presley-Cal. and Purchaser shall have closed the
Acquisition;
(e) Purchaser shall have purchased (or shall have the legally
enforceable right to purchase) shares of Presley-Del. Common
Stock pursuant to the Series A Offer and/or the Series B Offer
such that the number of shares so purchased, when added to the
number of shares of Presley-Del. Common Stock then owned by
Purchaser and its affiliates, causes Purchaser and its affiliates
to own at least 49% (but not more than 49.9%) of the outstanding
shares of Presley-Del. Common Stock; and
(f) upon the closing of the Series B Offer, no person (other
than Purchaser and its affiliates) shall own beneficially 5% or
more of the outstanding Common Stock of Presley-Del.
ARTICLE VI
TERMINATION
6.1 Termination Events. This Agreement may, by written notice
delivered prior to the Closing, be terminated:
(a) by mutual consent of Purchaser and Seller;
(b) by Purchaser or Seller (if such party is not itself then in
breach), if a material breach of this Agreement has been
committed by the other party, and such breach has not been waived
or cured within 10 calendar days of the date written notice of
such breach is delivered to the breaching party;
(c) by Purchaser or Seller if the Closing has not occurred
(other than through the failure of any party seeking to terminate
this Agreement to comply fully with its obligations under this
Agreement) on or before November 15, 1999, or such later date as
the parties may agree upon in writing;
(d) (i) by Purchaser, if any of the conditions in Section 5.3
of this Agreement has not been satisfied as of the Closing Date
or if satisfaction of such a condition is or becomes impossible
(other than through the failure of Purchaser to perform its
obligations under this Agreement), or (ii) by Seller, if any of
the conditions in Section 5.2 of this Agreement has not been
satisfied as of the Closing Date or if satisfaction of such a
condition is or becomes impossible (other than through the
failure of Seller to perform its obligations under this
Agreement); or
(e) by Purchaser or Seller, if Purchaser, Presley-Del. and
Presley-Cal. terminate the Letter of Intent (or any definitive
agreement entered into with respect to the transactions
contemplated by the Letter of Intent), or the Letter of Intent
(or any such definitive agreement) expires in accordance with its
terms prior to the Closing Date.
6.2 Effect of Termination. If this Agreement is terminated
pursuant to Section 6.1 hereof, all further obligations of the
parties under this Agreement shall terminate; provided, however,
that a termination of this Agreement shall not relieve any party
of any liability it may have for breach of any representation or
warranty or nonperformance of any covenant or obligation
hereunder, or constitute a waiver of any available remedy
(including specific performance, if available) for any such
breach or nonperformance.
ARTICLE VII
GENERAL PROVISIONS
7.1 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all
of which taken together shall constitute one and the same
instrument.
7.2 Governing Law. This Agreement shall be governed by,
interpreted under, and construed and enforced in accordance with
the laws of the State of California applicable to agreements made
and to be performed wholly within the State of California,
without regard to conflict of laws principles.
7.3 Entire Agreement. This Agreement contains all of the
agreements between the parties with respect to the matters
contained herein and supersedes all prior written or oral and all
contemporaneous oral agreements or understandings between the
parties pertaining to any such matters. No provision of this
Agreement may be amended or added to except by an agreement in
writing signed by the parties to this Agreement or their
respective successors in interest and expressly stating that it
is an amendment of this Agreement.
7.4 Further Assurances. The parties agree to do such further
acts and things and to execute and deliver such additional
agreements and instruments as any other party may reasonably
require to consummate, evidence or confirm the agreements
contained herein in the manner contemplated hereby.
7.5 Assignment. This Agreement and the rights, duties, and
obligations hereunder may not be assigned by any party prior to
the Closing without the prior written consent of the other party,
and any attempted assignment is void. Notwithstanding the
foregoing, either Purchaser or Seller may assign its rights and
delegate its obligations under this Agreement to one or more of
their respective affiliates (as such term is defined in Rule 12b-
2 under the Securities Exchange Act of 1934, as amended) or, in
the case of Seller, to any successor trust or successor trustee
of Seller, provided that, in each case, (a) the assignee first
agrees in writing to be bound by the terms of this Agreement, and
(b) any such assignment and delegation shall not relieve
Purchaser or Seller of any of its obligations hereunder.
7.6 Successors and Assigns. Subject to Section 7.5 hereof, this
Agreement shall be binding upon each of the parties to it and
their respective successors and permitted assigns.
7.7 Severability. In the event any provision of this Agreement
shall finally be determined to be unlawful, such provision shall
be deemed to be severed from this Agreement and every other
provision of this Agreement shall remain in full force and
effect.
7.8 Expenses. Each party shall bear its own expenses in
connection with the transactions contemplated hereunder. Each
party further represents and warrants that it has not engaged or
authorized any broker, finder or similar agent who would be
entitled to a commission or other fee in respect of the
transactions contemplated hereunder.
7.9 Applicability in the Event of Conversion, Reclassification
or Exchange of Series B Common Stock. In the event that shares
of Presley-Del. Series B Common Stock are converted, reclassified
or split into, or otherwise exchanged for, other securities of
the same or different issuer, the terms and provisions of this
Agreement shall be deemed to apply to such other securities with
the same force and effect (with such adjustments to the number of
securities and the purchase price thereof as may be necessary or
appropriate to give effect to the parties' intent and the
transactions contemplated hereunder).
7.10 Acknowledgement. Purchaser and Seller acknowledge that each
of them has a representative who is a director of Presley Del.
and that each of Purchaser and Seller may be deemed to be an
affiliate of Presley-Del. (as such term is defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended).
Purchaser and Seller further acknowledge that each of them may
have confidential information concerning Presley-Del.'s business
and affairs which is not public and may be considered material.
Recognizing the foregoing, neither Purchaser nor Seller has
requested, desires or requires the other to disclose any
confidential information relating to Presley-Del. or otherwise.
Each of Purchaser and Seller has conducted its own investigation,
to the extent it has determined necessary or desirable, in
connection with the purchase and sale of the Shares hereunder and
expressly further acknowledges that (a) it has not relied upon
any representation, warranty or statement (other than the limited
representations, warranties and statements contained in this
Agreement) made by, nor upon any analysis of, the other in
connection with the transactions contemplated hereunder, (b) it
has made its own investment analysis and decision to purchase or
sell (as the case may be) the Shares based upon such information
as it has deemed appropriate, and (c) it is voluntarily assuming
all risks associated with the purchase or sale (as the case may
be) of the Shares hereunder resulting from the failure to receive
any such representations, warranties, statements or confidential
information
7.11 Relationship to Other Series B Purchase Agreements. The
parties acknowledge that, in connection with the Series B Offer,
Purchaser has entered into or proposes to enter into agreements
with the other holders of Presley-Del. Series B Common Stock to
purchase from such holders additional shares of Presley-Del.
Common Stock (such other agreements are attached hereto as
Exhibit B and are being referred to herein as the "Other Series B
Agreements"). Purchaser agrees that such Other Series B
Agreements are to be identical in form and substance to this
Agreement, with only such differences as relate to the identity
of the seller and the number of shares of Presley-Del. Common
Stock to be purchased and sold thereunder (it being understood
that in the case of Foothill Capital Corporation, such number is
710,574 shares of Presley-Del. Series B Common Stock, and in the
case of each of the other Series B stockholders, such number is
that number of Series B shares as is necessary to reduce the
total number of shares of Presley-Del. Common Stock (including
any Presley-Del. Series A shares) owned by such Series B
stockholder to below 5% of the total number of shares of Presley-
Del. Common Stock outstanding). If the terms and conditions
contained in any of the Other Series B Agreements are modified
from the terms or conditions contained in this Agreement in any
respect which is more advantageous to the seller or sellers party
thereto, Purchaser and Seller agree that (a) Purchaser shall
deliver to Seller prompt written notice of such modification
(including the text thereof), (b) this Agreement shall be deemed
to be amended to reflect such more advantageous terms or
conditions (unless Seller notifies Purchaser to the contrary in
writing), and (c) Purchaser and Seller, upon request, will
promptly execute such agreements or instruments as may be
necessary to evidence such amendment.
7.12 Increase in Series A Offering Price. In the event that the
purchase price paid by Purchaser in the Series A Offer is
increased above $0.655 per share in cash, then the purchase price
to be paid by Purchaser under this Agreement for each of the
Shares shall be increased by the same incremental amount above
$0.655 per share.
IN WITNESS WHEREOF, the parties hereto have executed
this Stock Purchase and Sale Agreement as of the day and year
first above written.
"PURCHASER"
WILLIAM LYON HOMES, INC.
By: /s/ William Lyon
_________________________________
William Lyon
Chairman, President and CEO
"SELLER"
THE CHASE MANHATTAN BANK,
AS TRUSTEE OF FIRST PLAZA GROUP
TRUST
By: /s/ John F. Weeda
_________________________________
Name: John F. Weeda
Title: Vice President
Address:____________________________
____________________________________
____________________________________
Facsimile:__________________________
<PAGE>
EXHIBIT A
LETTER OF INTENT
<PAGE>
EXHIBIT B
OTHER SERIES B AGREEMENTS
<PAGE>
SCHEDULE 1.2
WIRE TRANSFER INSTRUCTIONS
<PAGE>
SCHEDULE 3.4
SHARE OWNERSHIP
<TABLE>
<CAPTION>
SERIES A SHARES SERIES B SHARES
<S> <C> <C>
First Plaza Group Trust 1,697,325 5,099,206
GS Credit Partners, L.P. --- 5,920,362
ING (U.S.) Capital LLC (as nominee
of ING Equity Partners, L.P. I)
--- 4,547,269
Foothill Capital Corporation --- 1,836,109
</TABLE>
