<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
(FINAL AMENDMENT)
AND
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. 11
------------------------
THE PRESLEY COMPANIES
(NAME OF SUBJECT COMPANY [ISSUER])
------------------------
WILLIAM LYON
AND
WILLIAM H. LYON
(BIDDERS)
------------------------
SERIES A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
------------------------
741030-10-0
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
WILLIAM LYON
WILLIAM H. LYON
C/O WILLIAM LYON HOMES, INC.
4490 VON KARMAN
NEWPORT BEACH, CALIFORNIA 92660
(949) 833-3600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
------------------------
COPY TO:
DAVID A. KRINSKY, ESQ.
O'MELVENY & MYERS LLP
610 NEWPORT CENTER DRIVE, SUITE 1700
NEWPORT BEACH, CALIFORNIA 92660-6429
(949) 823-7902
CALCULATION OF FILING FEE
<TABLE>
<S> <C>
============================================================================================
TRANSACTION AMOUNT OF
VALUATION* FILING FEE**
- --------------------------------------------------------------------------------------------
$6,994,608.76 $1,399.00
============================================================================================
</TABLE>
* Estimated for purpose of calculating the filing fee only. This amount assumes
the purchase of 10,678,792 shares of Series A Common Stock, par value $0.01
per share, of The Presley Companies, a Delaware corporation, at a price of
$0.655 per share in accordance with the terms of the tender offer described
herein.
** The fee, calculated in accordance with Rule 0-11(d) of the Securities
Exchange Act of 1934, is 1/50th of one percent of the aggregate Transaction
Valuation.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
<TABLE>
<S> <C> <C> <C>
Amount previously paid: $1,399.00 Filing party: William Lyon
------------------- -------------------
Form or registration no.: Schedule 14D-1 Date filed: October 7, 1999
------------------- -------------------
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
SCHEDULE 14D-1
CUSIP NO. 741030-10-0 PAGE 2 OF 7 PAGES
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
WILLIAM LYON
- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
PF, AF, OO
- ---------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) OR 2(f) [ ]
- ---------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- ---------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,299,344 SHARES
- ---------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
33.14%
- ---------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON*
IN
- ---------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 14D-1
CUSIP NO. 741030-10-0 PAGE 3 OF 7 PAGES
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
WILLIAM H. LYON
- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
PF, AF, OO
- ---------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) OR 2(f) [ ]
- ---------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- ---------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 SHARES
- ---------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES*
[X]
- ---------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
- ---------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON*
IN
- ---------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
William Lyon and William H. Lyon (collectively, the "Purchasers") hereby
amend and supplement their Tender Offer Statement on Schedule 14D-1 (as amended,
the "Schedule 14D-1") relating to the Purchasers' offer to purchase up to
10,678,792 shares (subject to adjustment) of outstanding Series A Common Stock,
$0.01 par value per share (the "Series A Shares"), of The Presley Companies, a
Delaware corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 7, 1999 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, as amended from
time to time, together constitute the "Offer"). The Purchasers also hereby amend
and supplement their Statement on Schedule 13D with respect to the beneficial
ownership of Series A Shares of the Company.
The item numbers and responses thereto are in accordance with the
requirements of Schedule 14D-1. Capitalized terms not defined herein have the
meanings assigned thereto in the Offer to Purchase.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On November 5, 1999, and pursuant to the Purchase Agreement, Presley Homes
and WLHI completed the Acquisition, whereby Presley Homes and certain of its
affiliates purchased substantially all of the real estate and related assets of
WLHI for a cash purchase price of approximately $42.9 million and the assumption
of substantially all of WLHI's liabilities. The cash portion of the purchase
price is subject to subsequent adjustment as set forth in the Purchase
Agreement.
Concurrent with the closing of the Acquisition, and as contemplated by the
Purchase Agreement, William Lyon agreed to the cancellation of outstanding
options to purchase 750,000 shares of the Company's Common Stock. The options
had previously been granted to him by the Company in respect of services
rendered to the Company as a consultant.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
The Offer expired at 12:00 Midnight, New York City time, on Friday,
November 5, 1999. Based on a count by the Depositary, 5,741,454 Series A Shares
(including 708,724 Series A Shares tendered pursuant to notices of guaranteed
delivery) were validly tendered pursuant to the Offer, representing
approximately 16.5% of the total number of Series A Shares and approximately 11%
of the total number of shares of Common Stock of the Company outstanding. The
Purchasers have accepted for payment all Series A Shares validly tendered
pursuant to the Offer. A copy of the Purchasers' press release announcing the
results of the Offer is filed as Exhibit (a)(9) hereto and incorporated herein
by reference.
On November 8, 1999, the Purchasers, as assignees of WLHI's rights and
obligations under the Series B Stock Purchase Agreements, purchased an aggregate
of 14,372,150 Series B Shares from the Series B Stockholders for a cash price of
$0.655 per share. Such purchases were made pursuant to and in accordance with
the terms of the Series B Stock Purchase Agreements. The Series B Shares are
convertible on a share for share basis into Series A Shares.
After giving effect to the share purchases pursuant to the Offer and the
Series B Stock Purchase Agreements, William Lyon beneficially owns an aggregate
of 17,299,344 shares of Common Stock, of which 11,181,043 shares are Series A
Shares and 6,118,301 are Series B Shares. The shares of Common Stock
beneficially owned by William Lyon represent approximately 33.14% of the total
number of shares of Common Stock outstanding. Except as may otherwise be
provided under applicable community property laws, William Lyon has the sole
power to vote or to direct the vote of, and the sole power to dispose or to
direct the disposition of, all shares of Common Stock beneficially owned by him.
In addition, William H. Lyon is the beneficiary of a trust which, after
giving effect to the share purchases pursuant to the Offer and the Series B
Stock Purchase Agreements (and the subsequent contribution by William H. Lyon of
Series B Shares to such trust), owns an aggregate of 8,746,299 shares of Common
Stock, of which 492,450 shares are Series A Shares and 8,253,849 shares are
Series B Shares. The Shares of
Page 4 of 7 Pages
<PAGE> 5
Common Stock owned by such trust represent approximately 16.76% of the total
number of shares of Common Stock outstanding. However, William H. Lyon does not
have or share, directly or indirectly, the power to vote or to direct the vote
of, or the power to dispose or to direct the disposition of, the shares of
Common Stock owned by the trust, and thus is not considered to have beneficial
ownership of such shares. William H. Lyon does not otherwise beneficially own
any shares of Common Stock of the Company.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
Item 7 of the Schedule 14D-1 is hereby amended and supplemented as follows:
WLHI has assigned all of its rights and delegated all of its obligations
under the Series B Stock Purchase Agreements to the Purchasers. The Purchasers
have accepted and assumed such rights and obligations and have agreed to be
bound by the terms of the Series B Stock Purchase Agreements, including the
covenant that for a period of three years from the closing date of the purchase
of Series B Shares under the Series B Stock Purchase Agreements, neither WLHI
nor any of its affiliates (including the Purchasers) will sell any shares of the
Company's Common Stock, other than Series A Shares owned by any of them prior to
the commencement of the Offer, unless such sale takes place in connection with a
transaction in which all other holders of the Company's Common Stock are
afforded an opportunity to participate pro-rata, and on the same terms and
conditions as the Purchasers and their affiliates. Excluded from this
restriction is the Purchasers' and their affiliates' right to transfer shares of
Common Stock to and among certain affiliated entities, individuals and trusts,
provided that such transferees agree to the foregoing restrictions on transfer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented to add the
following exhibit which is filed herewith:
<TABLE>
<S> <C>
(a)(9) Press Release, dated November 8, 1999.
</TABLE>
Page 5 of 7 Pages
<PAGE> 6
SIGNATURE
AFTER DUE 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.
/s/ WILLIAM LYON
--------------------------------------
William Lyon
/s/ WILLIAM H. LYON
--------------------------------------
William H. Lyon
Dated: November 9, 1999
Page 6 of 7 Pages
<PAGE> 7
EXHIBIT INDEX
<TABLE>
EXHIBIT DESCRIPTION
- ------ ------------------------------------------------------------
<S> <C>
(a)(9) Press Release, dated November 8, 1999.
</TABLE>
Page 7 of 7 Pages
<PAGE> 1
EXHIBIT (A)(9)
FOR IMMEDIATE RELEASE
LYON COMPLETES TENDER OFFER FOR PRESLEY SHARES
NEWPORT BEACH, CALIFORNIA, November 8, 1999 -- William Lyon and William H. Lyon
today announced the completion of their tender offer (the "Tender Offer") for up
to 10,678,792 outstanding shares of Series A Common Stock (the "Series A
Shares") of The Presley Companies, a Delaware corporation (NYSE: PDC), at a
price of $0.655 per share.
In the Tender Offer, which expired at midnight, New York City time, on Friday,
November 5, 1999, 5,741,454 shares (including 708,724 shares tendered pursuant
to notices of guaranteed delivery) were tendered and accepted for payment,
representing approximately 16.5% of the outstanding Series A Shares and
approximately 11% of the total number of outstanding shares of Presley common
stock.
For further information, please contact:
Thomas J. Leary
O'Melveny & Myers LLP
(949) 760-9600
