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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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November 15, 1999 (November 5, 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 33-0864902
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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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* The Presley Companies, a Delaware corporation ("Old Presley"), on November
11, 1999 merged with and into its wholly owned subsidiary, Presley Merger Sub,
Inc., a Delaware corporation ("New Presley") with New Presley being
the surviving corporation and changing its name to "The Presley Companies."
On that date, New Presley became the successor registrant to Old Presley.
This current report on Form 8-K is filed by New Presley, pursuant to a letter
from the office of the Chief Counsel, Division of Corporation Finance, of the
Securities and Exchange Commission (the "SEC") dated October 8, 1999 (the
"SEC Letter") in response to an interpretative request of Old Presley. In
accordance with the SEC Letter, this Form 8-K is filed, in lieu of filing a
registration statement on Form 8-A, to evidence that status of New Presley as
successor registrant to Old Presley under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), upon the consummation of the
merger (the "Merger"), which occurred on November 11, 1999, and to register the
common stock, par value $.01 per share of New Presley ("New Presley Common
Stock") as the successor equity security of the Series A Common Stock, par
value $.01 per share of Old Presley, under Section 12(b).
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Item 1. Not Applicable.
Item 2. Acquisition or Disposition of Assets.
On November 5, 1999, The Presley Companies ("Presley") through its
subsidiaries and limited liability companies Presley Homes, WLPC, Inc. and PH
Institutional Ventures purchased substantially all of the real estate and
related assets of William Lyon Homes, pursuant to the Purchase Agreement and
Escrow Instructions, dated as of October 7, 1999, with William Lyon Homes,
William Lyon and William H. Lyon.
The real estate assets purchased from William Lyon Homes consist of
9 properties located in Northern California and 9 properties located in Southern
California. The properties are all entitled. Generally, "entitled" land has a
development agreement and/or vesting tentative map, or a final recorded plat or
map from the appropriate county or city government. Development agreements and
vesting tentative maps generally provide for the right to develop the land in
accordance with the provisions of the development agreement or vesting tentative
map unless an issue arises concerning health, safety or welfare. The non real
estate assets consist of machinery, land deposits, receivables, cash, equipment,
computers, furniture, work force in place, corporate names, customer base,
information base, housing plans, prepaid office rents and club memberships.
The total purchase price consisted of approximately $43 million in cash
and the assumption of substantially all of the liabilities of William Lyon
Homes. The purchase price was determined based on the value as of December 31,
1998 of the real property and related assets acquired. The parties intended that
these assets, together with all income, receivables, escrow and other proceeds,
purchase deposits, cash and other assets earned or received from any sale of any
of these assets, including any assets acquired with sales proceeds, in the
ordinary course of business since January 1, 1999 and through November 5, 1999
would inure to the buyers. These amounts are to be net of any amounts that have
been used to pay or satisfy land acquisition or development costs, capital
expenditures, principal or interest on indebtedness, accounts payable, accrued
liabilities, employee wages and benefits, taxes, and other liabilities and
operating expenses existing on December 31, 1998 and incurred in the ordinary
course of business. The cash portion of the purchase price is subject to
adjustment. Ernst & Young LLP will complete a review and deliver to the parties
its final determination of any adjustment to the purchase price on or before
December 4, 1999. Presley funded the asset purchase through borrowings from its
existing working capital facility and the assumption of existing indebtedness on
certain real estate projects that were acquired. The purchase of the assets was
negotiated by a Special Committee of independent directors of Presley.
William Lyon Homes is owned by William Lyon and William H. Lyon.
William Lyon is the Chairman of the Board of The Presley Companies. William Lyon
and his affiliate own approximately 49.9% of the outstanding common stock of The
Presley Companies.
Items 3 and 4. Not Applicable.
Item 5. Other Events.
On November 5, 1999, The Presley Companies issued a press release, a
copy of which is attached hereto as Exhibit 99.1 announcing the closing of the
asset purchase and the approval by a majority of the outstanding Series A
Common Stock and Series B Common Stock, voting together as a class, of the
Certificate of Ownership and Merger, pursuant to which The Presley Companies
merged with and into its wholly-owned subsidiary Presley Merger Sub, Inc.
On November 11, 1999, The Presley Companies issued a Press Release, a
copy of which is attached hereto as Exhibit 99.2 announcing the consummation of
the merger effective as of 12:01 a.m. on November 11, 1999 and the release of
earnings for the quarter ended September 30, 1999 of $10,720,000 or $1.03 per
share compared to $3,299,000 or $0.32 per share for the quarter ended September
30, 1998.
On November 11, 1999, The Presley Companies issued a Press Release, a
copy of which is attached hereto as Exhibit 99.3 announcing the consummation of
the merger and the conversion of the shares of Series A Common Stock and Series
B Common Stock on a 1 for 5 exchange ratio into the new shares of Common Stock
of the surviving corporation.
Effective as of the effective time of the Merger on November 11, 1999,
New Presley Common Stock is deemed registered pursuant to Section 12(b) of the
1934 Act.
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Item 6. Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Pro forma financial information required by Article 11 of Regulation S-X
and the financial statements of William Lyon Homes will be filed by amendment
not later than 60 days after the date of the initial report.
Exhibit 10.2 -- Purchase Agreement and Escrow Instructions, dated as of
October 7, 1999, by and among The Presley Companies,
Presley Homes, William Lyon Homes, William Lyon and
William H. Lyon (previously filed as Exhibit 10.2 to
the Registration Statement on Form S-4 filed on October
7, 1999 and incorporated herein by this reference).
Exhibit 99.1 -- Press Release dated November 5, 1999.
Exhibit 99.2 -- Press Release dated November 11, 1999.
Exhibit 99.3 -- Press Release dated November 11, 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: November 15, 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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10.2 Purchase Agreement and Escrow Instructions, dated as of
October 7, 1999, by and among The Presley Companies,
Presley Homes, William Lyon Homes, William Lyon and
William H. Lyon (previously filed as Exhibit 10.2 to
the Registration Statement on Form S-4 filed on October
7, 1999 and incorporated herein by this reference).
99.1 Press Release Dated November 5, 1999.
99.2 Press Release Dated November 11, 1999.
99.3 Press Release Dated November 11, 1999.
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