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. 4)
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
February 12, 1999
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), 13d-1(f) or 13d-1(g), check the following box:
<PAGE>
CUSIP No. 741030-10-0 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
General William Lyon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
Number of
Shares 7,939,589
Beneficially
Owned by
Each Reporting
Person With
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,939,589
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,939,589
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 4. Purpose of Transaction
Item 4 of this Statement on Schedule 13D, filed by
General William Lyon (the "Reporting Person") with respect to the
Series A Common Stock, $0.01 par value, of The Presley Companies,
a Delaware corporation (the "Company"), is hereby amended and
supplemented as follows:
William Lyon Homes, Inc. ("WL Homes"), a corporation
which is controlled by the Reporting Person, has proposed a
modification to the non-binding letter of intent (the "Letter of
Intent") which was entered into as of December 31, 1998 among WL
Homes, the Company and Presley Homes, a California corporation
("Presley-Cal."), with respect to (i) the proposed purchase by
Presley-Cal. of all or substantially all of the assets of WL
Homes (the "Acquisition"), and (ii) the proposed concurrent
purchase by WL Homes pursuant to a tender offer (the "Offer") of
a portion of the outstanding Common Stock of the Company (other
than shares held by William Lyon) for a purchase price of $0.62
per share. Under the proposed modification, WL Homes has
proposed to purchase not more than 37% of the outstanding shares
of Common Stock of Presley-Del. at a price of $0.62 per share.
In addition, WL Homes has proposed that the Acquisition and the
Offer (collectively, the "Transactions") be structured to permit
the Reporting Person and his affiliates, prior to consummation of
the Transactions and consistent with the requirements of
applicable securities laws, to sell shares of Presley-Del. Common
Stock which are currently owned by such persons, up to a maximum
of 4% of the total number of shares of Presley-Del. Common Stock
presently outstanding. The full text of the proposed
modification, which is filed as Exhibit 1 hereto, is incorporated
herein by reference.
The Transactions are subject to the negotiation and
execution of a definitive agreement among the parties and various
other terms and conditions as set forth in the Letter of Intent
and the proposed modification. Their can be no assurances that
the parties will ultimately enter into a definitive agreement
with respect to the Transactions or that the conditions to the
Transactions will be satisfied.
The Company and WL Homes have agreed in the Letter of
Intent that, subject to the fiduciary duties of their respective
boards of directors, they will negotiate exclusively with each
other towards a definitive agreement until March 31, 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 7. Material To Be Filed as Exhibits
Exhibit 1 Modification to Letter of Intent as described in Item 4
of 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: February 16, 1999
EXHIBIT 1
[WLH LETTERHEAD]
February 12, 1999
The Presley Companies
19 Corporate Plaza
Newport Beach, California 92660
Attention: General James Dalton
Re: Modification to Agreement in Principle
Concerning The Presley Companies and
William Lyon Homes, Inc.
Ladies and Gentlemen:
This letter sets forth a modification to our mutual,
preliminary understanding with respect to the proposed
acquisition by The Presley Companies, a Delaware corporation
("Presley-Del."), of substantially all of the assets of William
Lyon Homes, Inc., a California corporation ("WL Homes"), and the
purchase by WL Homes of a portion of the outstanding Common Stock
of Presley-Del. Our understanding, as reflected in the letter
dated December 30, 1998 from WLH to Presley-Del. (the "Original
Letter"), is modified as follows:
1. The Offer. On the conditions set forth in the
Original Letter and to be included in a definitive agreement
(the "Definitive Agreement"), WL Homes will make a tender
offer (the "Offer") to purchase not more than 37% of the
outstanding shares of Common Stock of Presley-Del. for a
purchase price of $0.62 per share. In the event that more
than 37% of the outstanding shares of Common Stock of
Presley-Del. is tendered, WL Homes will purchase shares from
each tendering stockholder on a pro rata basis. The Offer
shall be conditioned upon there being tendered and not
withdrawn prior to expiration of the Offer a number of
shares which constitutes at least 37% of the outstanding
shares of Common Stock of Presley-Del.
2. Sale of Presley-Del. Stock by William Lyon. The
Transactions (as such term is defined in the Original
Letter) will be structured to permit William Lyon and/or his
affiliates, prior to consummation of the Transactions and
consistent with the requirements of applicable securities
laws, to sell shares of Presley-Del. Common Stock which are
currently owned by such persons, up to a maximum of 4% of
the total number of shares of Presley-Del. Common Stock
presently outstanding.
Except as modified above, the understandings reflected in
the Original Letter shall remain unchanged.
If the Original Letter, as modified by this letter, is
satisfactory to you as a basis for proceeding toward a Definitive
Agreement, please so signify on the enclosed copy of this letter
and return it to us at the above address.
WILLIAM LYON HOMES, INC.,
a California corporation
By: /s/ William Lyon
----------------------------
William Lyon
Chairman, President & CEO
AGREED, AS OF FEBRUARY ___, 1999:
THE PRESLEY COMPANIES,
a Delaware corporation
By:-----------------------------------------
Nancy Harlan
Senior Vice President and General Counsel
By:-----------------------------------------
Linda Foster
Vice President and Corporate Secretary
PRESLEY HOMES
a California corporation
By:-----------------------------------------
Nancy Harlan
Senior Vice President and General Counsel
By:-----------------------------------------
Linda Foster
Vice President and Corporate Secretary
