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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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October 22, 1999 (October 7, 1999)
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Date of Report (Date of earliest event reported)
THE PRESLEY COMPANIES
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(Exact name of registrant as specified in its charter)
Delaware 0-18001 33-0475923
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
19 Corporate Plaza, Newport Beach, California 92660
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(Address of principal executive offices) (zip code)
(949) 640-6400
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Registrant's telephone number, including area code
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Items 1-4. Not Applicable.
Item 5. Other Events.
On October 7, 1999, The Presley Companies issued a press release, a copy
of which is attached hereto as Exhibit 99.1, announcing that it has entered into
a Purchase Agreement with William Lyon Homes, Inc., William Lyon, and William H.
Lyon.
Item 6. Not Applicable.
Item 7. Exhibits.
Exhibit 99.1 Press Release dated October 7, 1999.
Item 8. Not Applicable.
SIGNATURE
Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: October 22, 1999
THE PRESLEY COMPANIES,
a Delaware corporation
By: /s/ David M. Siegel
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Name: David M. Siegel
Title: Senior Vice President,
Chief Financial Officer
and Treasurer
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release Dated October 7, 1999
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EXHIBIT 99.1
Contact: Investor Relations Media Relations
W. Douglass Harris Steven D. Stern
The Presley Companies Pondel/Wilkinson Group
(949) 640-6400 (310) 207-9300
THE PRESLEY COMPANIES AGREES TO PURCHASE SUBSTANTIALLY
ALL OF THE ASSETS OF WILLIAM LYON HOMES, INC.
WILLIAM LYON AND WILLIAM H. LYON AGREE TO COMMENCE
TENDER OFFER FOR UP TO 10,678,792 SHARES
OF PRESLEY'S SERIES A COMMON STOCK
NEWPORT BEACH, CA -- October 7, 1999 -- The Presley Companies ("Presley") (NYSE:
PDC) announced today that after unanimous approval by a Special Committee
comprised of independent members of its Board of Directors, it has entered into
a Purchase Agreement with William Lyon Homes, Inc. ("William Lyon Homes"),
William Lyon and his son, William H. Lyon (collectively, the "Lyons"). Pursuant
to the Purchase Agreement, Presley Homes, a wholly owned subsidiary of Presley,
has agreed to purchase substantially all of the assets of William Lyon Homes for
a cash purchase price of $48 million (subject to certain adjustments set forth
in the Purchase Agreement) and the assumption of substantially all of the
liabilities of William Lyon Homes. The Lyons have agreed pursuant to the
Purchase Agreement to commence a tender offer to purchase up to 10,678,792
shares of Presley's outstanding Series A Common Stock.
The closing of the purchase of the assets of William Lyon Homes is
subject to various conditions, including but not limited to the following: the
accuracy of representations and warranties and performance of covenants by the
parties; receipt of regulatory approvals and third party consents; the absence
of litigation or material adverse changes; satisfaction of the conditions to the
tender offer by William Lyon and his son; approval by Presley's stockholders of
the previously announced proposal to merge Presley with and into a wholly-owned
subsidiary for the purpose of helping to preserve Presley's tax benefits
associated with its net operating loss carryforwards by implementing certain
restrictions on the transfer of its common stock; each of the stock purchase
agreements between William Lyon Homes and three holders of Presley's Series B
Common Stock remaining in full force and effect; cancellation by William Lyon of
all of his outstanding options to purchase 750,000 shares of Presley's Series A
Common Stock; the release of William Lyon Homes from the contracts and
obligations assumed by Presley; and determinations that the purchases of shares
pursuant to the tender offer and the Series B purchase agreements described
below will not result in an ownership change of Presley for federal tax
purposes.
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The tender offer is expected to be completed by November 8, 1999. The
tender offer is subject to the closing of the purchase by Presley of
substantially all of the assets of William Lyon Homes; a minimum condition that
there shall be validly tendered and not withdrawn 1,989,180 shares; the approval
by Presley's stockholders of the merger of Presley with and into its wholly
owned subsidiary; and other customary conditions.
The Special Committee approved the Purchase Agreement and the
transactions contemplated thereby after receiving an opinion from Warburg Dillon
Read LLC to the effect that after giving effect to the asset acquisition, tender
offer, the merger and the Series B Stock Purchase Agreements, the shares of
common stock to be issued in the merger to Presley's stockholders and/or, to the
extent that any holders of Series A Common Stock (other than the Lyons and the
Series B stockholders which have entered into Series B Stock Purchase
Agreements) tenders shares, the cash that may be received by each such tendering
holder, subject to the proration provisions of the tender offer, is fair to the
holders of the Series A Common Stock (other than the Lyons and those holders of
Series B Common Stock) from a financial point of view. The Special Committee's
approval was also made after receiving an opinion from Houlihan Lokey Howard &
Zukin Financial Advisors, Inc. as to the fairness of the consideration to be
paid by the Company and Presley Homes in connection with Presley Homes' purchase
of assets from William Lyon Homes. The closing of the purchase of assets under
the Purchase Agreement is also conditioned upon the receipt of an opinion from
Houlihan Lokey as to the solvency of Presley after consummation of the
transactions contemplated in the Purchase Agreement.
On July 6, 1999, William Lyon Homes and three holders of Presley's
Series B Common stock executed stock purchase and sale agreements. Pursuant to
these agreements, the Series B stockholders have agreed to sell shares of
Presley's Series B Common Stock to William Lyon Homes such that each holder will
own less than 5% of the aggregate number of shares of Presley's Common Stock
outstanding. If the proposed tender offer to the holders of Presley's Series A
Common Stock is undersubscribed, the holders of Series B Common Stock are
obligated to sell an additional number of shares pro rata at $0.655 per share in
order to enable William Lyon Homes and the Lyons to own up to 49.9% of the
outstanding shares of Presley's Common Stock after consummation of the tender
offer. Neither Presley nor Presley Homes is a party to the Series B stock
purchase agreements.
Presley is not soliciting proxies with respect to the merger at this
time and the offering of the new shares in connection with the merger will be
made under the federal securities laws only pursuant to a registration statement
declared effective by the Securities and Exchange Commission.
This press release (as well as oral statements or other written
statements made or to be made by Presley) may be deemed to contain certain
forward-looking statements with respect to the financial condition of Presley,
which involve risks and uncertainties including but not limited to the matters
disclosed in Presley's periodic and other reports filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
William Lyon Homes is a California-based homebuilder and real estate
developer with 15 sales locations in Northern and Southern California. William
Lyon is the current Chairman of the Board of Presley.
The Presley Companies is one of the oldest and largest homebuilders in
the Southwest with development communities in California, Arizona, New Mexico
and Nevada. Founded in 1956, The Presley Companies has built and sold more than
48,000 homes and currently has 38 sales locations. Presley's corporate
headquarters are located in Newport Beach, California.
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