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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
THE PRESLEY COMPANIES
(NAME OF SUBJECT COMPANY)
THE PRESLEY COMPANIES
(NAME OF PERSON FILING STATEMENT)
SERIES A COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
741030 10 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
WADE H. CABLE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
THE PRESLEY COMPANIES
19 CORPORATE PLAZA
NEWPORT BEACH, CALIFORNIA 92660
(949) 640-6400
(NAME, ADDRESS AND TELEPHONE NUMBER
OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON
BEHALF OF THE PERSON FILING STATEMENT)
WITH COPIES TO:
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NANCY M. HARLAN, ESQ. BRIAN J. MCCARTHY, ESQ. KEITH PAUL BISHOP, ESQ.
THE PRESLEY COMPANIES SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP IRELL & MANELLA LLP
19 CORPORATE PLAZA 300 SOUTH GRAND AVENUE, SUITE 3400 840 NEWPORT CENTER DRIVE, SUITE 400
NEWPORT BEACH, CALIFORNIA 92660 LOS ANGELES, CALIFORNIA 90071 NEWPORT BEACH, CALIFORNIA 92660
(949) 640-6400 (213) 687-5000 (949) 760-0991
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The Presley Companies (the "Company") hereby amends and supplements its
Schedule 14D-9 filed on October 7, 1999 (as amended, the "Schedule 14D-9") as
set forth in this Amendment No. 1. Capitalized terms used but not defined herein
have the meanings assigned to them in the Solicitation/Recommendation Statement
on Schedule 14D-9 of the Company filed on October 7, 1999.
ITEM 2. TENDER OFFER OF THE BIDDER.
Pursuant to a Press Release dated October 29, 1999 and the Amendment No. 1
to the Tender Offer Statement on Schedule 14D-1 filed by William Lyon and
William H. Lyon on October 29, 1999, the Lyons announced that they have waived
the minimum share tender requirement in connection with the Offer for up to
10,678,792 outstanding shares of Series A Common Stock of the Company. The Offer
was initially conditioned upon their being validly tendered and not withdrawn
prior to the expiration of the Offer at least 1,989,180 shares of Series A
Common Stock. The Offer is no longer conditioned upon the tender of the minimum
number of Series A Common Stock. All other terms and conditions of the Offer
remain unchanged.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The recommendation of the Company remains unchanged after the Amendment No.
1 to the Schedule 14D-1, which waives the condition that a minimum of 1,989,180
shares of Series A Common Stock be tendered in the Offer.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The management of the Company and William Lyon Homes, Inc. have held
preliminary discussions regarding the terms of a possible option in favor of the
Company to purchase certain real estate assets owned by William Lyon Homes and
located in Ontario, California. These assets are not included in the properties
to be purchased by Presley Homes or its permitted assigns pursuant to the
Purchase Agreement and Escrow Instructions previously entered into on October 7,
1999 by the Company, Presley Homes, William Lyon Homes and the Lyons. The
purchase price payable by the Company pursuant to any exercise of such option is
expected to be approximately $3 million. When the definitive terms and
conditions of the option agreement have been fully negotiated, they will be
presented to the Board of Directors of both the Company and William Lyon Homes
for review and approval.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 1 Offer to Purchase, dated October 7, 1999, incorporated by
reference to the Schedule 14D-1.*
Exhibit 2 Letter of Transmittal, dated October 7, 1999, incorporated
by reference to the Schedule 14D-1.*
Exhibit 3 Letter to Stockholders of The Presley Companies, dated
October 7, 1999.*
Exhibit 4 Press Release, dated October 7, 1999, issued by Presley.
Exhibit 5 Purchase Agreement and Escrow Instructions (the Purchase
Agreement), dated as of October 7, 1999, by and among
William Lyon Homes, the Lyons, Presley and Presley Homes,
incorporated by reference to the Schedule 14D-1.
Exhibit 6 Stock Purchase and Sale Agreements, entered into as of July
6, 1999, between William Lyon Homes and three of the holders
of Series B Common Stock of Presley, incorporated by
reference to the Schedule 14D-1.
Exhibit 7 Confidentiality Agreement, dated as of November 17, 1998,
entered into by and between William Lyon Homes and Presley,
incorporated by reference to the Schedule 14D-1.
Exhibit 8 Form of Severance Agreement, effective September 24, 1998,
between Presley and certain of its key management personnel.
Exhibit 9 Fifth Amended and Restated Loan Agreement, dated as of July
16, 1998, incorporated by reference to Presley's Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
1998.
Exhibit Form of Indemnification Agreement, entered into between
10 Presley and each of its directors and executive officers,
and each of the directors and officers of its subsidiaries,
incorporated by reference to Presley's Registration
Statement on Form S-1, and amendments thereto (Registration
No. 33-42161).
Exhibit Opinion of Warburg Dillon Read LLC, dated September 16,
11 1999.*
Exhibit Opinion of Houlihan Lokey Howard & Zukin Financial Advisors,
12 Inc. dated September 16, 1999.*
Exhibit 1998 Incentive Compensation Plan, incorporated by reference
13 to Presley's Annual Report on Form 10-K for the year ended
December 31, 1998.
Exhibit 1991 Stock Option Plan, as amended, incorporated by
14 reference to Presley's Proxy Statement for Annual Meeting of
Stockholders held on May 20, 1994.
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* Included in copies mailed to stockholders.
All Exhibits were previously filed with the Schedule 14D-9 on October 7,
1999.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
THE PRESLEY COMPANIES
By: /s/ WADE H. CABLE
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Name: Wade H. Cable
Title: President and Chief Executive
Officer
Dated: November 1, 1999
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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1 Offer to Purchase, dated October 7, 1999, incorporated by
reference to the Schedule 14D-1.*
2 Letter of Transmittal, dated October 7, 1999, incorporated
by reference to the Schedule 14D-1.*
3 Letter to Stockholders of The Presley Companies, dated
October 7, 1999.*
4 Press Release, dated October 7, 1999, issued by Presley.
5 Purchase Agreement and Escrow Instructions (the Purchase
Agreement), dated as of October 7, 1999, by and among
William Lyon Homes, the Lyons, Presley and Presley Homes,
incorporated by reference to the Schedule 14D-1.
6 Stock Purchase and Sale Agreements, entered into as of July
6, 1999, between William Lyon Homes and three of the holders
of Series B Common Stock of Presley, incorporated by
reference to the Schedule 14D-1.
7 Confidentiality Agreement, dated as of November 17, 1998,
entered into by and between William Lyon Homes and Presley,
incorporated by reference to the Schedule 14D-1.
8 Form of Severance Agreement, effective September 24, 1998,
between Presley and certain of its key management personnel.
9 Fifth Amended and Restated Loan Agreement, dated as of July
16, 1998, incorporated by reference to Presley's Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
1998.
10 Form of Indemnification Agreement, entered into between
Presley and each of its directors and executive officers,
and each of the directors and officers of its subsidiaries,
incorporated by reference to Presley's Registration
Statement on Form S-1, and amendments thereto (Registration
No. 33-42161).
11 Opinion of Warburg Dillon Read LLC, dated September 16,
1999.*
12 Opinion of Houlihan Lokey Howard & Zukin Financial Advisors,
Inc. dated September 16, 1999.*
13 1998 Incentive Compensation Plan, incorporated by reference
to Presley's Annual Report on Form 10-K for the year ended
December 31, 1998.
14 1991 Stock Option Plan, as amended, incorporated by
reference to Presley's Proxy Statement for Annual Meeting of
Stockholders held on May 20, 1994.
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* Included in copies mailed to stockholders.
All Exhibits were previously filed with the Schedule 14D-9 on October 7, 1999.
