UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 3)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 22, 2015
WILLIAM LYON HOMES
(Exact name of registrant as specified in charter)
| | | | |
| Delaware | | 001-31625 | | 33-0864902 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
4695 MacArthur Court, 8th Floor
Newport Beach, California 92660
(Address of principal executive offices and zip code)
(949) 833-3600
(Registrant’s telephone number, including area code)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INTRODUCTORY NOTE
On August 13, 2014, William Lyon Homes, a Delaware corporation (“Parent”), filed with the Securities and Exchange Commission a Current Report onForm 8-K (the “OriginalForm 8-K”) reporting, among other events, the completion of its acquisition (the “Acquisition”) of the residential homebuilding business of PNW Home Builders, L.L.C. (“PNW Parent”) pursuant to the Purchase and Sale Agreement (the “Purchase Agreement”), dated June 22, 2014, among William Lyon Homes, Inc., a California corporation and wholly owned subsidiary of Parent (“California Lyon”), PNW Parent, PNW Home Builders North, L.L.C., PNW Home Builders South, L.L.C. and Crescent Ventures, L.L.C. Prior to such completion, California Lyon assigned its interests in the Purchase Agreement to Polygon WLH LLC, a newly formed Delaware limited liability company for purposes of the Acquisition and wholly owned subsidiary of California Lyon (“Polygon WLH”). Pursuant to the Purchase Agreement, Polygon WLH acquired, for cash, the residential homebuilding business of PNW Parent through its acquisition of the membership interests of the underlying limited liability companies and certain service companies and other assets. On September 16, 2014, Parent filed a Current Report onForm 8-K/A (the “First Amendment”) which amended the OriginalForm 8-K to include an updated Item 9.01(a) Financial Statements of Business Acquired and Item 9.01(b) Pro Forma Financial Information. On December 5, 2014, Parent filed a Current Report onForm 8-K/A (the “Second Amendment”) which amended the First Amendment to include updated Item 9.01(b) Pro Forma Financial Information. This Amendment No. 3 onForm 8-K/A (this “Third Amendment”) amends the Second Amendment to include updated Item 9.01(b) Pro Forma Financial Information.
Item 9.01. Financial Statements and Exhibits.
| (b) | Pro Forma Financial Information: |
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014 and the related notes thereto, of Parent after giving effect to the Acquisition, are filed as Exhibit 99.1 to this Third Amendment and are incorporated by reference herein.
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Unaudited pro forma condensed combined financial information |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | |
| WILLIAM LYON HOMES |
| |
| By: | | /s/ Colin T. Severn |
| | Colin T. Severn Senior Vice President and Chief Financial Officer |
Date: December 22, 2015
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Unaudited pro forma condensed combined financial information |
