-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LtXd5ILfnpryDBVr1GGIOspOsm3qiR+BlD7DNsGjRiY4VkPpg7tXtZYjrRtgMVhn Ug9QAYeuNCyFjs3LZEjFNg== 0000892569-02-000748.txt : 20020415 0000892569-02-000748.hdr.sgml : 20020415 ACCESSION NUMBER: 0000892569-02-000748 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAM LYON HOMES CENTRAL INDEX KEY: 0001095996 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 330864902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61509 FILM NUMBER: 02603521 BUSINESS ADDRESS: STREET 1: 4490 VON KARMAN AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9496406400 MAIL ADDRESS: STREET 1: 4490 VON KARMAN AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: PRESLEY COMPANIES/NEW DATE OF NAME CHANGE: 19991115 FORMER COMPANY: FORMER CONFORMED NAME: PRESLEY MERGER SUB INC DATE OF NAME CHANGE: 19990929 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LYON WILLIAM CENTRAL INDEX KEY: 0001065244 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WILLIAM LYON HOMES INC STREET 2: 4490 VON KARMAN AVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9498333600 MAIL ADDRESS: STREET 1: C/O WILLIAM LYON HOMES INC STREET 2: 4490 VON KARMAN AVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13D/A 1 a80557sc13da.txt SCHEDULE 13D AMENDMENT NO. 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION ================================================================================ WASHINGTON, D.C. 20549 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. 12)(1) WILLIAM LYON HOMES (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 552074 10 6 (CUSIP NUMBER) WILLIAM LYON WITH A COPY TO: C/O WILLIAM LYON HOMES RICHARD M. SHERMAN, JR., ESQ 4490 VON KARMAN AVENUE IRELL & MANELLA LLP NEWPORT BEACH, CALIFORNIA 92660 840 NEWPORT CENTER DRIVE, #400 (949) 833-3600 NEWPORT BEACH, CALIFORNIA 92660 (949) 760-0991 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) APRIL 3, 2002 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 - ---------------------------- ------------------------- CUSIP NO. 552074 10 6 13D Page 2 of 6 Pages - ---------------------------- ------------------------- ================================================================================ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WILLIAM LYON - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]. - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 3,459,868 Shares - -------------------------------------------------------------------------------- 8. SHARED VOTING POWER 0 Shares - -------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 3,459,868 Shares - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,459,868 Shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]. - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 33.7% as of April 3, 2002 - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 6 - ---------------------------- ------------------------- CUSIP NO. 552074 10 6 13D Page 3 of 6 Pages - ---------------------------- ------------------------- SCHEDULE 13D The information in the cover pages and these statements relate to the Schedule 13D, as amended, filed by William Lyon with regard to the beneficial ownership of common stock of the former The Presley Companies and constitutes Amendment No. 12 thereto. William Lyon Homes is the successor of The Presley Companies.(1) The following items are amended and restated in their entirety as follows: ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, par value $.01 per share ("Common Stock"), of William Lyon Homes, a Delaware corporation (the "Company"). The Company's principal executive offices are located at 4490 Von Karman Avenue, Newport Beach, California 92660. ITEM 2 IDENTITY AND BACKGROUND. This statement is being filed by General William Lyon (the "Reporting Person"). The Reporting Person's business address is c/o William Lyon Homes, 4490 Von Karman Avenue, Newport Beach, California 92660. The Reporting Person serves as a director of the Company and is the Chairman of the Board and Chief Executive Officer of the Company. The Reporting Person is a United States citizen. During the last five years, the Reporting Person has not been convicted in a United States criminal proceeding (excluding traffic violations or similar misdemeanors) nor has the Reporting Person been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which he was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. This statement is being filed to report an increase in the Reporting Person's percentage ownership of the Common Stock of the Company resulting solely from the decrease in the number of shares of Common Stock outstanding. The Reporting Person has not acquired any shares of Common Stock since the filing of his last amendment to this Schedule 13D on November 9, 1999. ITEM 4: PURPOSE OF TRANSACTION. The increase in the Reporting Person's percentage ownership of Common Stock of the Company is due solely to the decrease in the number of shares of Common Stock outstanding as a result of the repurchase of shares by the Company in accordance with its share repurchase program. Page 3 of 6 - ---------------------------- ------------------------- CUSIP NO. 552074 10 6 13D Page 4 of 6 Pages - ---------------------------- ------------------------- Although the Reporting Person has no contract or agreement to purchase or sell shares of Common Stock from or to any person, he may purchase shares from time to time, and may sell shares from time to time in open market transactions, privately negotiated transactions or transactions with affiliates of the Company on prices and terms as the Reporting Person shall determine. Whether the Reporting Person purchases or sells shares and the exact number of shares purchased or sold will depend upon a variety of factors, including the market price, market conditions, financial condition of the business, business prospects, availability and need for funds, and the evaluation of alternative interests. The Reporting Person intends to review continuously such factors with respect to his ownership of shares of Common Stock. The Reporting Person has no present plan or proposal that relates to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization, liquidation,or sale or transfer of a material amount of assets involving the Company or any of its subsidiaries, (ii) any change in the Company's present Board of Directors or management, (iii) any material change in the Company's present capitalization or dividend policy or any other material change in the Company's business or corporate structure, (iv) any change in the Company's charter or by-laws or other actions that may impede the acquisition of control of the Company by any person, (v) any change that would result in the Company's Common Stock becoming eligible for termination of its registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or to be delisted from the New York Stock Exchange, or (vi) any similar action. Based upon a review of various factors relating to his ownership of Common Stock, the Reporting Person may formulate plans or proposals relating to the foregoing matters in the future. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Person is the beneficial owner of 3,459,868 shares of Common Stock, which represents approximately 33.7% of the Common Stock outstanding as of April 3, 2002. (b) The Reporting Person has sole voting and dispositive power with respect to the 3,459,868 shares of Common Stock beneficially owned by him. (c) The Reporting Person has not effected any transactions in the Common Stock in the last 60 days. (d) The Reporting Person does not know of any other person who has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person, except as may be required under California community property laws. (e) Not applicable. Page 4 of 6 - ---------------------------- ------------------------- CUSIP NO. 552074 10 6 13D Page 5 of 6 Pages - ---------------------------- ------------------------- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In July 1999, the former William Lyon Homes, Inc. ("WLHI"), of which the Reporting Person was a controlling shareholder, entered into Stock Purchase and Sale Agreements, dated as of July 6, 1999 (the "Stock Purchase Agreements"), with each of GS Credit Partners, L.P., ING (U.S.) Capital, LLC, and The Chase Manhattan Bank, as Trustee for First Plaza Group Trust relating to the Series B common stock of the former The Presley Companies ("Series B Common Stock"). In connection with the acquisition of substantially all of the assets of WLHI by the Company, the tender offer for the Series A common stock of the former The Presley Companies ("Series A Common Stock") by the Reporting Person and William H. Lyon, and the merger of the Company's parent corporation with and into the Company, all of which were consummated in November 1999, WLHI assigned all of its rights and delegated all of its obligations under the Stock Purchase Agreements to the Reporting Person and William H. Lyon. The Reporting Person accepted and assumed such rights and obligations and agreed to be bound by the terms of the Stock Purchase Agreements, including the covenant that until November 8, 2002, neither WLHI nor any of its affiliates (including the Reporting Person) will sell any shares of the former The Presley Companies' common stock, other than the shares of Series A Common Stock owned by them at the time of the execution of the Stock Purchase Agreements, unless such sale takes place in connection with a transaction in which all other holders of the common stock are afforded an opportunity to participate pro-rata, and on the same terms and conditions as WLHI and its affiliates. Excluded from this restriction is the Reporting Person's right to transfer shares of the common stock to and among certain affiliated entities, individuals and trusts, provided that such transferees agree to the foregoing restrictions on transfer. The Stock Purchase Agreements apply to shares of securities issued upon conversion or exchange of the Series B Common Stock. The foregoing summary is qualified in its entirety by reference to Exhibit 1, which is hereby incorporated by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1. Stock Purchase and Sale Agreements, dated as of July 6, 1999, between WLHI and each of GS Credit Partners, L.P., ING (U.S.) Capital, LLC, and The Chase Manhattan Bank, as Trustee for First Plaza Group Trust (previously filed as Exhibit (c)(2) of Amendment No. 9 to Schedule 13D filed by William Lyon on October 7, 1999). (1) On November 11, 1999 The Presley Companies completed a merger with its recently organized, wholly-owned subsidiary in which the subsidiary was the surviving corporation. In the merger, each five shares of Series A Common Stock and Series B Common Stock were exchanged for one share of the surviving corporation's Common Stock, and the surviving corporation was renamed The Presley Companies. On December 31, 1999, the surviving corporation changed its name to William Lyon Homes. This Amendment No. 12 to Schedule 13D is being filed with respect to the 3,459,868 shares of Common Stock of William Lyon Homes that were received by Page 5 of 6 - ---------------------------- ------------------------- CUSIP NO. 552074 10 6 13D Page 6 of 6 Pages - ---------------------------- ------------------------- William Lyon in exchange for the 17,299,344 shares of Series A Common Stock reported as beneficially owned by William Lyon on Amendment No. 11 to Schedule 13D. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 4, 2002 /s/ WILLIAM LYON ------------------------------ WILLIAM LYON EXHIBIT INDEX Exhibit 1. Stock Purchase and Sale Agreements, dated as of July 6, 1999, between WLHI and each of GS Credit Partners, L.P., ING (U.S.) Capital, LLC, and The Chase Manhattan Bank, as Trustee for First Plaza Group Trust (previously filed as Exhibit (c)(2) of Amendment No. 9 to Schedule 13D filed by William Lyon on October 7, 1999). Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----