-----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, WipGZHcesM6Yv+2Q9L/XQUApeT24qj465WlrOFiwIoEuSbdSjEkVQNB44y5Jm30T NzEDmBpEyDZkptpnMkn8rw== 0001017062-02-001494.txt : 20020814 0001017062-02-001494.hdr.sgml : 20020814 20020813193819 ACCESSION NUMBER: 0001017062-02-001494 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020814 GROUP MEMBERS: THE CABLE FAMILY TRUST GROUP MEMBERS: WADE H. CABLE 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: 02731309 BUSINESS ADDRESS: STREET 1: 4490 VON KARMAN AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9498333600 MAIL ADDRESS: STREET 1: 4490 VON KARMAN AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: PRESLEY MERGER SUB INC DATE OF NAME CHANGE: 19990929 FORMER COMPANY: FORMER CONFORMED NAME: PRESLEY COMPANIES/NEW DATE OF NAME CHANGE: 19991115 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 dsc13da.txt AMENDMENT #13 TO SC 13D 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. 13)/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: The Cable Family Trust, Est. 7-11-88 Richard M. Sherman, Jr., Esq Wade H. Cable Irell & Manella LLP c/o William Lyon Homes 840 Newport Center Drive, #400 4490 Von Karman Avenue Newport Beach, California 92660 Newport Beach, California 92660 (949) 760-0991 (949) 833-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 31, 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). - --------------------- --------------------- CUSIP NO. 552074 10 6 13D Page 2 of 10 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) [x] (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 281,040 Shares (1) - -------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 3,459,868 Shares - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,740,908 Shares (1) - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]. - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 36.1% as of August 12, 2002 - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN ================================================================================ (1) Includes 247,705 shares of Common Stock of the Issuer held by the Cable Family Trust Est. 7-11-88, Wade H. Cable and Susan M. Cable, Trustees ("Cable Trust") and 33,335 shares of Common Stock of the Issuer deemed beneficially owned by Wade H. Cable individually ("Cable") as a result of Cable's ownership of 33,335 stock options exercisable by Cable within sixty days of the date of this filing. William Lyon ("Lyon") has the power to direct the voting of the foregoing shares beneficially owned by the Cable Trust and Cable as a result of and subject to the terms of that certain Voting Agreement, dated as of May 31, 2002, among William Lyon, Wade H. Cable and Susan M. Cable, Trustees of the Cable Family Trust, and Wade H. Cable, individually ("Voting Agreement"). By virtue of the Voting Agreement, Lyon, Cable and the Cable Trust may be deemed a "group" under Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended ("Securities Exchange Act"). - --------------------- --------------------- CUSIP NO. 552074 10 6 13D Page 3 of 10 Pages - --------------------- --------------------- ================================================================================ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THE CABLE FAMILY TRUST EST. 7-11-88, WADE H. CABLE AND SUSAN M. CABLE, TRUSTEES - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [x] (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 California - -------------------------------------------------------------------------------- 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 Shares - -------------------------------------------------------------------------------- 8. SHARED VOTING POWER 247,705 (1) Shares - -------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 247,705 Shares - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 247,705 Shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]. - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.4% as of August 12, 2002 - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO ================================================================================ (1) William Lyon has the power to direct the voting of these shares as a result of and subject to the terms of that certain Voting Agreement, dated as of May 31, 2002, among William Lyon, Wade H. Cable and Susan M. Cable, Trustees of the Cable Family Trust, and Wade H. Cable, individually ("Voting Agreement"). By virtue of the Voting Agreement, William Lyon, Wade H. Cable and the Cable Family Trust may be deemed to be a "group" under Rule 13d-5(b)(1) of the Securities Exchange Act. The Cable Family Trust disclaims beneficial ownership of the shares of common stock of the Issuer beneficially owned by William Lyon and Wade H. Cable. - --------------------- --------------------- CUSIP NO. 552074 10 6 13D Page 4 of 10 Pages - --------------------- --------------------- ================================================================================ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WADE H. CABLE - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [x] (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 0 Shares - -------------------------------------------------------------------------------- 8. SHARED VOTING POWER 281,040 Shares (1)(2)(3) - -------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 33,335 Shares (1) - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 247,705 (4) Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,040 (1) Shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]. - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.7% as of August 12, 2002 - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN ================================================================================ (1) Includes 33,335 shares that could be purchased by Wade H. Cable by exercise of options exercisable on the date of this filing or within 60 days thereafter. (2) Includes 247,705 shares held by the Cable Family Trust of which Wade H. Cable is a co-trustee with Susan M. Cable. Wade H. Cable and Susan M. Cable share voting and dispositive powers with respect to the shares held by the Cable Trust. (3) William Lyon has the power to direct the voting of these shares as a result of and subject to the terms of that certain Voting Agreement, dated as of May 31, 2002, among William Lyon, Wade H. Cable and Susan M. Cable, Trustees of the Cable Family Trust, and Wade H. Cable, individually ("Voting Agreement"). By virtue of the Voting Agreement, William Lyon, Wade H. Cable and the Cable Family Trust may be deemed to be a "group" under Rule 13d-5(b)(1) of the Securities Exchange Act. Wade H. Cable disclaims beneficial ownership of the shares owned by William Lyon. - --------------------- --------------------- CUSIP NO. 552074 10 6 13D Page 5 of 10 Pages - --------------------- --------------------- SCHEDULE 13D This Statement on Schedule 13D (this "Schedule 13D") is being filed on behalf of William Lyon, individually, and the Group (as defined herein) consisting of William Lyon, Wade H. Cable, and the Cable Family Trust Est. 7-11-88, Wade H. Cable and Susan M. Cable, Trustees, with respect to the beneficial ownership of common stock of William Lyon Homes, a Delaware corporation. This Schedule 13D constitutes Amendment No. 13 to the Schedule 13D filed by William Lyon with respect to the common stock of William Lyon Homes, and the disclosures set forth in Amendment No. 12 to the Schedule 13D filed by William Lyon on April 5, 2002 are amended and restated in their entirety by the disclosures set forth herein. ITEM 1. SECURITY AND ISSUER. This Schedule 13D 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 Schedule 13D is being filed by William Lyon ("Lyon") and by the group (the "Group") consisting of Lyon, The Cable Family Trust Est. 7-11-88, Wade H. Cable and Susan M. Cable, Trustees (the "Cable Trust"), and Wade H. Cable individually ("Cable") that may be deemed formed under Rule 13d-5(b)(1) of the Securities Exchange Act by virtue of that certain Voting Agreement, dated as of May 31, 2002, among Lyon, the Cable Trust and Cable ("Voting Agreement"). Lyon, the Cable Trust and Cable are hereinafter referred to as the "Reporting Persons." This 13D is being filed jointly by the Reporting Persons pursuant to their agreement to the joint filing of this Schedule 13D attached hereto as Exhibit 7.1. The business address of Lyon, the Cable Trust, Cable, and Susan M. Cable is c/o William Lyon Homes, 4490 Von Karman Avenue, Newport Beach, California 92660. Lyon serves as a director of the Company and is the Chairman of the Board and Chief Executive Officer of the Company. The Company is primarily engaged in designing, constructing and selling single family homes. Lyon is a United States citizen. The Cable Trust is a revocable trust formed under the laws of California. Wade H. Cable and Susan M. Cable are the sole trustees of the Cable Trust. Wade H. Cable serves as a director of the Company and is the President and Chief Operating Officer of the Company. Susan M. Cable is not employed. Wade H. Cable and Susan M. Cable are United States citizens. During the last five years, Lyon, the Cable Trust, Cable, and Susan M. Cable have not been convicted in a United States criminal proceeding (excluding traffic violations or similar misdemeanors) nor have the foregoing persons been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which he or it 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. - --------------------- --------------------- CUSIP NO. 552074 10 6 13D Page 6 of 10 Pages - --------------------- --------------------- ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Persons entered into a Voting Agreement dated as of May 31, 2002 whereby the Cable Trust and Cable agreed to vote or cause to be voted the Common Stock owned by them in accordance with Lyon's instructions on all matters, and Lyon agreed to vote his Common Stock in the same manner that he instructed Cable and the Cable Trust to vote their Common Stock. Pursuant to the Voting Agreement, Lyon may be deemed to have beneficial ownership of the shares of Common Stock beneficially owned by Cable and the Cable Trust. Furthermore, the Reporting Persons may be considered to be members of a "group" under Rule 13d-5(b)(1) of the Securities Exchange Act by virtue of the Voting Agreement. The Cable Trust and Cable disclaim beneficial ownership of the shares of Common Stock owned by Lyon, and the Cable Trust disclaims beneficial ownership of the shares of Common Stock beneficially owned by Cable. The foregoing description of the Voting Agreement is qualified in its entirety by reference to Exhibit 7.2, which is hereby incorporated by reference. The Cable Trust acquired its 247,705 shares of Common Stock through (1) contributions by Cable of stock acquired by him upon exercise of stock options granted by William Lyon Homes, (2) a purchase on the open market, and (3) pursuant to a merger between the Company and The Presley Companies in November 1999, the exchange for Common Stock of stock of The Presley Companies (a) acquired by the Cable Trust in October 1991 when The Presley Companies completed an initial public offering of its stock and (b) contributed to the Cable Trust by Cable upon exercise of stock options granted by The Presley Companies. ITEM 4: PURPOSE OF TRANSACTION. The Reporting Persons entered into the Voting Agreement to provide Lyon with greater voting control with respect to the election of the members of the board of directors and other matters. Cable is party to the Stock Option Agreement, as defined and described in Item 6 below and incorporated by reference herein. Lyon and the Cable Trust have no contract or agreement to purchase or sell shares of Common Stock from or to any person. However, each Reporting Person 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 a 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. Each Reporting Person intends to review continuously such factors with respect to his or its ownership of shares of Common Stock. Lyon and Cable, as holders of Common Stock and not in their capacity as officers or directors of the Company, and the Cable Trust have 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 - --------------------- --------------------- CUSIP NO. 552074 10 6 13D Page 7 of 10 Pages - --------------------- --------------------- 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 or its ownership of Common Stock, each Reporting Person may formulate plans or proposals relating to the foregoing matters in the future. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Number and Percentage of Shares of Common Stock Beneficially Owned. (1) The Group, consisting of Lyon, the Cable Trust and Cable, is the beneficial owner of 3,740,908 shares of Common Stock, including 33,335 shares acquirable by Cable upon the exercise of options exercisable within sixty days of the date of this filing. The 3,740,908 shares of Common Stock represents approximately 36.1% of the Common Stock outstanding as of August 12, 2002. On August 12, 2002 there were 10,323,914 shares of Common Stock outstanding. (2) Lyon is the owner of record of 3,459,868 shares of Common Stock. In addition, as a result of and subject to the terms of the Voting Agreement, Lyon may be deemed the beneficial owner of the 247,705 shares of Common Stock beneficially owned by the Cable Trust and the 33,335 shares of Common Stock acquirable by Cable upon the exercise of options exercisable within sixty days of the date of this filing. Accordingly, Lyon may be deemed the beneficial owner of an aggregate of 3,740,908 shares of Common Stock, which represents approximately 36.1% of the Common Stock outstanding as of August 12, 2002. (3) The Cable Trust is the beneficial owner of 247,705 shares of Common Stock, which represents approximately 2.4% of the Common Stock outstanding as of August 12, 2002. The Cable Trust disclaims beneficial ownership of the shares of Common Stock owned by Lyon or Cable. (4) Cable is the beneficial owner of 33,335 shares of Common Stock issuable upon the exercise of 33,335 options exercisable by him within sixty days of this filing. In addition, Cable and Susan M. Cable, in their capacity as trustees of the Cable Trust, are the beneficial owners of 247,705 shares of Common Stock held by the Cable Trust. Cable and Susan M. Cable are not the owners of record of any shares of Common Stock. Accordingly, Cable may be deemed to be the beneficial owner of an aggregate of 281,040 shares of Common Stock, which represents approximately 2.7% of the Common Stock outstanding as of August 12, 2002. Susan M. Cable, as co-trustee of the Cable Trust, is the beneficial owner of an aggregate of 247,705 shares of Common Stock, which represents approximately 2.4% of the Common Stock outstanding as of August 12, 2002. Cable and Susan M. Cable disclaim beneficial ownership of the shares of Common Stock owned by Lyon. (b) Voting and Dispositive Power. (1) Lyon has sole voting and dispositive power with respect to the 3,459,868 shares of Common Stock beneficially owned by him. In accordance with the Voting Agreement, Lyon may direct the voting of the 247,705 shares of Common Stock beneficially owned by the Cable Trust and and the 33,335 shares of Common Stock Cable acquirable by Cable upon the exercise of 33,335 options exercisable within sixty days of the date of this filing. Accordingly, Lyon shares voting power with the Cable Trust and Cable with respect to 281,040 shares of Common Stock. - --------------------- --------------------- CUSIP NO. 552074 10 6 13D Page 8 of 10 Pages - --------------------- --------------------- (2) The Cable Trust shares voting power with Lyon with respect to the 247,705 shares of Common Stock owned by it as a result of and subject to the terms of the Voting Agreement. The Cable Trust has sole dispositive power with respect to the 247,705 shares of Common Stock owned by it. (3) Cable and Susan M. Cable are the sole trustees of the Cable Trust and, accordingly, share voting and dispositive power with each other with respect to the 247,705 shares owned by the Cable Trust. If Cable exercised the 33,335 options exercisable by him within sixty days of this filing, Cable would share voting power with Lyon as a result of the Voting Agreement and Cable would have sole dispositive power with respect to the 33,335 shares acquirable upon such exercise, subject to any applicable California community property laws. (c) The Reporting Persons have not effected any transactions in the Common Stock in the last 60 days. (d) The Reporting Persons do 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 such Reporting Person, except as may be required under California community property laws. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Persons entered into the Voting Agreement as of May 31, 2002 whereby the Cable Trust and Cable agreed to vote or cause to be voted the Common Stock owned by them in accordance with Lyon's instructions on all matters, and Lyon agreed to vote his Common Stock in the same manner that he instructed Cable and the Cable Trust to vote their Common Stock. The Cable Trust and Cable also agreed to not enter into any agreement, arrangement or understanding with any person or entity which would be inconsistent with or violate the provisions of the Voting Agreement. The Voting Agreement terminates upon the date that either Lyon or the Cable Trust and Cable no longer owns, holds or controls, directly or indirectly, any Common Stock. The foregoing summary is qualified in its entirety by reference to Exhibit 7.2, which is hereby incorporated by reference. Cable is party to a stock option agreement ("Option Agreement") with the Company under the Company's 2000 Stock Incentive Plan whereby on May 9, 2000 the Company granted Cable options to purchase 50,000 shares of Common Stock at an exercise price of $8.6875. These options vested or will vest in the following installments: 33.4% on May 9, 2001, 33.3% on May 9, 2002 and 33.3% on May 9, 2003. All of the options expire if unexercised on May 9, 2010. The foregoing summary is qualified in its entirety by reference to Exhibit 7.3, which is hereby incorporated by reference. In July 1999, the former William Lyon Homes, Inc. ("WLHI"), of which Lyon 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 - --------------------- --------------------- CUSIP NO. 552074 10 6 13D Page 9 of 10 Pages - --------------------- --------------------- 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 Lyon 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 Lyon and William H. Lyon. Lyon 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 Lyon) 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 Lyon'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. On November 11, 1999 pursuant to the merger between The Presley Companies and the Company, each five shares of The Presley Companies Series A Common Stock and Series B Common Stock were exchanged for one share of the Company's Common Stock. The foregoing summary is qualified in its entirety by reference to Exhibit 7.4, which is hereby incorporated by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.1 Joint Filing Agreement, dated as of August 12, 2002, among William Lyon, The Cable Family Trust Est. 7-11-88, Wade H. Cable and Susan M. Cable, Trustees and Wade H. Cable. Exhibit 7.2 Voting Agreement, dated as of May 31, 2002, among William Lyon, Wade H. Cable and Susan M. Cable, Trustees of the Cable Family Trust and Wade H. Cable individually. Exhibit 7.3 Stock Option Agreement, dated as of May 9, 2000 between Wade H. Cable and William Lyon Homes. Exhibit 7.4 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). - --------------------- --------------------- CUSIP NO. 552074 10 6 13D Page 10 of 10 Pages - --------------------- --------------------- SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: August 12, 2002 /s/ WILLIAM LYON ------------------------------------- WILLIAM LYON THE CABLE FAMILY TRUST, EST. 7-11-88 By: /s/ WADE H. CABLE --------------------------------- Wade H. Cable, Trustee By: /s/ SUSAN M. CABLE --------------------------------- Susan M. Cable, Trustee /s/ WADE H. CABLE ------------------------------------- WADE H. CABLE EXHIBIT INDEX Exhibit 7.1 Joint Filing Agreement, dated as of August 12, 2002, among William Lyon, The Cable Family Trust Est. 7-11-88, Wade H. Cable and Susan M. Cable, Trustees and Wade H. Cable. Exhibit 7.2 Voting Agreement, dated as of May 31, 2002, among William Lyon, Wade H. Cable and Susan M. Cable, Trustees of the Cable Family Trust and Wade H. Cable individually. Exhibit 7.3 Stock Option Agreement, dated as of May 9, 2000 between Wade H. Cable and William Lyon Homes. Exhibit 7.4 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). EX-7.1 3 dex71.txt JOINT FILING AGREEMENT EXHIBIT 7.1 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.01 per share, of William Lyon Homes, a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Dated: August 12, 2002 /s/ WILLIAM LYON ------------------------------------- WILLIAM LYON THE CABLE FAMILY TRUST, EST. 7-11-88 By: /s/ WADE H. CABLE --------------------------------- Wade H. Cable, Trustee By: /s/ SUSAN M. CABLE --------------------------------- Susan M. Cable, Trustee /s/ WADE H. CABLE ------------------------------------- WADE H. CABLE EX-7.2 4 dex72.txt VOTING AGREEMENT EXHIBIT 7.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement") is made as of the 31st day of May 2002, by and among William Lyon ("Lyon") and Wade H. Cable and Susan M. Cable, Trustees of the Cable Family Trust (the "Cable Trust") and Wade H. Cable, individually, with reference to the following facts: RECITALS A. Lyon and the Cable Trust are currently shareholders of William Lyon Homes, a Delaware corporation (the "Company"). B. The Cable Trust currently owns 233,793 shares of the Company's Common Stock and Wade H. Cable has options to purchase 50,000 shares of the Company's Common Stock under the Company's stock option program. For the purposes of this Agreement, the Cable Trust and Cable shall be collectively referred to as "Cable," and the Company Common Stock that the Cable Trust currently owns and hereafter acquires or controls (directly or indirectly), and any Common Stock that Wade H. Cable hereafter acquires or controls (directly or indirectly), in each case whether through the exercise of stock options, purchases on the open market or otherwise shall hereinafter be referred to as the "Cable Stock." C. Cable has agreed to vote the Cable Stock as instructed by Lyon in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows: 1. Voting Agreement. From and after the date of this Agreement and ending ---------------- on the Termination Date (as such term is define in Section 4 below), at any meeting of the holders of Common Stock of the Company, however called, or in any other circumstance upon which the vote, consent, or other approval of some or all of the holders of the Company's Common Stock is sought, Cable hereby agrees to vote (or cause to be voted) the Cable Stock on all matters, including, but not limited to, extraordinary transactions, the election of directors, and changes to the charter documents, in accordance with the instructions of Lyon. Lyon hereby agrees to vote the shares of the Company's Common Stock that he owns in the same manner that he has instructed Cable to vote the Cable Stock. In addition to the other covenants and agreements of Cable provided elsewhere in this Agreement, Cable shall not enter into any agreement, arrangement, or understanding with any person or entity to do any of the foregoing, or the effect of which would be inconsistent or violate the provision of this Agreement. 2. Stockholder Capacity. Nothing contained herein shall in any way restrict -------------------- or limit Cable from taking any action in any capacity he may have as a director or officer of the Company or otherwise fulfilling any fiduciary duties that he may have as a director or officer of the Company. Cable is entering into this Agreement solely in his capacity as a stockholder of the Company and the beneficial owner of the Cable Stock. Nothing contained herein shall be deemed to constitute a transfer of the beneficial ownership of the Cable Stock by Cable. Except as provided by this Agreement, Cable shall have the full rights of a shareholder with respect to the Cable Stock. 3. Further Cooperation. Cable and Lyon agree to execute any further ------------------- documents reasonably necessary to effectuate the terms and conditions of this Agreement or to comply with federal or state securities laws including, without limitation, a Schedule 13D for filing with the Securities and Exchange Commission. 4. Termination. This Agreement shall terminate upon that date that either ----------- Lyon or Cable no longer owns, holds or controls, directly or indirectly, any Common Stock of the Company (the "Termination Date"). 5. Amendments and Waivers. Any term hereof may be amended and the ---------------------- observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the parties. 6. Entire Agreement. This Agreement constitutes the entire agreement among ---------------- the parties with regard to the subject hereof, and this Agreement supersedes any and all prior negotiations, correspondence, understandings and agreements among the parties respecting the subject matter hereof. 7. Severability. Whenever possible, each provision of this Agreement shall ------------ be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 8. Governing Law and Venue. This Agreement shall be governed by and ----------------------- construed under the laws of the State of Delaware. The parties hereby agree that any action, suit or proceeding arising in connection with this Agreement shall be brought only in a court of competent jurisdiction located in Orange County, California, and such court shall apply Delaware law with respect to such action, suit or proceeding. 9. Notices. Unless otherwise provided, any notice required or permitted ------- under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified by hand or professional courier service, two (2) days after deposit with the United States Post Office, by registered or certified mail, postage prepaid, or one (1) day after deposit with a nationally recognized overnight delivery service, postage prepaid, and addressed to the party to be notified at the address indicated for such party on the signature page hereof, or at such other address as such party may designate by ten (10) days' advance written notice to the other parties. 10. Equitable Remedies. Lyon and Cable each acknowledge and agree that the ------------------ legal remedies available to each party in the event any party violates the covenants and agreements made in this Agreement would be inadequate and that each party shall be entitled, without 2 posting any bond or other security, to temporary, preliminary, and permanent injunctive relief, specific performance and other equitable remedies in the event of such a violation, in addition to any other remedies which such party may have at law or in equity. 11. Counterparts. This Agreement may be executed in any number ------------ counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 12. Acknowledgement by Cable. Cable hereby acknowledges and agrees that ------------------------ Lyon is relying on the agreements made by Cable in this Agreement, and that if Cable did not enter into this Agreement, Lyon would have attempted to enter into similar agreements with other shareholders of the Company. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year hereinabove first written. /s/ WILLIAM LYON -------------------------------------------- WILLIAM LYON Address: 4490 Von Karman Newport Beach, California 92660 /s/ WADE H. CABLE -------------------------------------------- WADE H. CABLE, individually and as Trustee of the Cable Family Trust Address: 1 Pinehurst Lane -------------------------------------------- Newport Beach, California 92660 -------------------------------------------- /s/ SUSAN M. CABLE -------------------- SUSAN M. CABLE, Trustee of the Cable Family Trust Address: 1 Pinehurst Lane -------------------------------------------- Newport Beach, California 92660 -------------------------------------------- 3 EX-7.3 5 dex73.txt STOCK OPTION WILLIAM LYON HOMES STOCK OPTION AGREEMENT EXHIBIT 7.3 THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of the date set forth on Exhibit A hereto by and between William Lyon Homes, a Delaware corporation (the "Company"), and the individual set forth on Exhibit A hereto (the "Optionee"). A. Pursuant to the William Lyon Homes 2000 Stock Incentive Plan (the "Plan"), the Administrator has determined that it is to the advantage and best interest of the Company to grant to Optionee this option (the "Option") to purchase the number of shares of the Common Stock of the Company (the "Shares") set forth on Exhibit A hereto, at the exercise price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference. B. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan. NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Optionee and the Company hereby agree as follows: 1. Grant and Terms of Stock Option. ------------------------------- 1.1 Grant of Option. The Company hereby grants to the Optionee the right and option to purchase, subject to the terms and conditions set forth in the Plan and this Agreement, all or any part of the number of shares of the Common Stock of the Company set forth on Exhibit A hereto at the purchase price per share equal to the exercise price per Share set forth on Exhibit A. 1.2 Vesting and Exercisability. Subject to the provisions of the Plan and the other provisions of this Agreement, this Option shall vest and become exercisable with respect to 33.4% of the Shares subject to this Option on the initial vesting date set forth on Exhibit A hereto (the "Initial Vesting Date"). Thereafter, on each subsequent anniversary of the Initial Vesting Date, this Option shall become vested and exercisable with respect to an additional 33.3% of the Shares subject to this Option. In the event of termination of Optionee's Continuous Status as an Employee, Director or Consultant for any reason, with or without Cause, including as a result of death or Disability, this Option shall immediately cease vesting and shall be cancelled to the extent of the number of Shares as to which this Option has not vested as of the date of termination. 1.3 Term of Option. No portion of this Option may be exercised more than ten years from the date of this Agreement. In the event of termination of Optionee's Continuous Status as an Employee, Director or Consultant, this Option shall be cancelled as to any unvested Shares as provided in Section 1.2, and shall terminate and be cancelled with respect to any vested Shares on the earlier of (i) the expiration of the ten year period set forth in the first sentence of this Section 1.3, or (ii) 30 days after termination of Optionee's Continuous Status as an Employee, Director or Consultant (or 6 months in the case of termination as a result of Optionee's Disability or death); provided, however, if Optionee's Continuous Status as an Employee, Director or Consultant is terminated for Cause, this entire Option shall be cancelled and terminated as of the date of such termination and shall no longer be exercisable as to any Shares, whether or not previously vested. 2. Method of Exercise. ------------------- 2.1 Delivery of Notice of Exercise. This Option shall be exercisable by written notice in the form attached hereto as Exhibit B which shall state the election to exercise this Option, the number of Shares in respect of which this Option is being exercised, and such other representations and agreements with respect to such Shares as may be required by the Company pursuant to the provisions of this Agreement and the Plan. Such written notice shall be signed by Optionee (or by Optionee's beneficiary or other person entitled under the Plan to exercise this Option in the event of Optionee's death) and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the exercise price. This Option shall not be deemed exercised until the Company receives such written notice accompanied by the exercise price and any other applicable terms and conditions of this Agreement are satisfied. This Option may not be exercised for a fraction of a Share. 2.2 Restrictions on Exercise. No Shares will be issued pursuant to the exercise of this Option unless and until there shall have been full compliance with all applicable requirements of the Securities Act of 1933, as amended (whether by registration or satisfaction of exemption conditions), all Applicable Laws, and all applicable listing requirements of any national securities exchange or other market system on which the Common Stock is then listed. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be necessary or appropriate, in the judgment of the Administrator, to comply with any Applicable Law. 2.3 Method of Payment. Payment of the exercise price shall be made in full at the time of exercise in cash or by check payable to the order of the Company, or, subject in each case to the advance approval of the Administrator in its sole discretion, by delivery of shares of Common Stock already owned by Optionee, by delivery of a full recourse promissory note made by Optionee in favor of the Company or by any combination of the foregoing. Shares of Common Stock used to satisfy the exercise price of this Option shall be valued at their Fair Market Value determined on the date of exercise (or if such date is not a business day, as of the close of the business day immediately preceding such date). In addition, the Administrator may impose such other conditions in connection with the delivery of shares of Common Stock in satisfaction of the exercise price as it deems appropriate in its sole discretion, including without limitation a requirement that the shares of Common Stock delivered have been held by the Optionee for a specified period of time. Any promissory note delivered pursuant to this Section 2.3 shall have terms and provisions (including, without limitation, those relating to the maturity date, payment schedule and interest rate) as determined by the Administrator in its sole discretion, shall be secured by the Shares acquired and shall comply with all Applicable Laws (including, without limitation, state and federal margin requirements). -2- 3. Non-Transferability of Option. This Option may not be transferred in any ----------------------------- manner otherwise than by will or by the laws of descent or distribution or to a beneficiary designated pursuant to the Plan, and may be exercised during the lifetime of Optionee only by Optionee. Subject to all of the other terms and conditions of this Agreement, following the death of Optionee, this Option may, to the extent it remained unexercised (but vested and exercisable by Optionee in accordance with its terms) on the date of death, be exercised by Optionee's beneficiary or other person entitled under the Plan to exercise this Option in the event of Optionee's death. Notwithstanding the first sentence of this Section 3, (i) if this Option is a Nonqualified Stock Option, this Option may be assigned pursuant to a qualified domestic relations order as defined by the Code, and exercised by the spouse of the Optionee who obtained such Option pursuant to such qualified domestic relations order, and (ii) this Option may be assigned, in connection with the Optionee's estate plan, in whole or in part, during the Optionee's lifetime to one or more members of the Optionee's immediate family or to a trust established exclusively for one or more of such immediate family members. Rights under the assigned portion may be exercised by the person or persons who acquire a proprietary interest in such Option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect for the Option immediately before such assignment and shall be set forth in such documents issued to the assignee as the Administrator deems appropriate. For purposes of this Section 3, the term "immediate family" means an individual's spouse, children, stepchildren, grandchildren and parents. 3.1 Optionee's Beneficiary Designation Form. Attached to this Agreement as Exhibit C is a form pursuant to which Optionee may designate a beneficiary, and if such beneficiary predeceases Optionee, a contingent beneficiary. If Optionee is married and designates a beneficiary other than Optionee's spouse, Optionee's spouse must sign the spousal consent form on Exhibit C for such designation to be effective. Any transfer of Options to a beneficiary shall be subject to, and in compliance with, the terms and conditions of this Agreement, the Plan, and all applicable laws. 4. General. -------- 4.1 Governing Law. This Agreement shall be governed by and construed under the laws of the state of Delaware applicable to Agreements made and to be performed entirely in Delaware, without regard to the conflicts of law provisions of Delaware or any other jurisdiction. 4.2 Notices. Any notice required or permitted under this Agreement shall be given in writing by express courier or by postage prepaid, United States registered or certified mail, return receipt requested, to the address set forth below or to such other address for a party as that party may designate by 10 days advance written notice to the other parties. Notice shall be effective upon the earlier of receipt or 3 days after the mailing of such notice. If to the Company: William Lyon Homes 4490 Von Karman Avenue Newport Beach, CA 92660 Attention: Wade H. Cable, President and C.O.O. -3- If to Optionee, at the address set forth on Exhibit A hereto. 4.3 Community Property. Without prejudice to the actual rights of the spouses as between each other, for all purposes of this Agreement, the Optionee shall be treated as agent and attorney-in-fact for that interest held or claimed by his or her spouse with respect to this Option and the parties hereto shall act in all matters as if the Optionee was the sole owner of this Option. This appointment is coupled with an interest and is irrevocable. 4.4 Modifications. This Agreement may be amended, altered or modified only by a writing signed by each of the parties hereto. 4.5 Additional Documents. Each party agrees to execute any and all further documents and writings, and to perform such other actions, which may be or become reasonably necessary or expedient to be made effective and carry out this Agreement. 4.6 No Third-Party Benefits. Except as otherwise expressly provided in this Agreement, none of the provisions of this Agreement shall be for the benefit of, or enforceable by, any third-party beneficiary. 4.7 Successors and Assigns. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns. 4.8 No Assignment. Except as otherwise provided in this Agreement, the Optionee may not assign any of his, her or its rights under this Agreement without the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company shall be permitted to assign its rights or obligations under this Agreement, but no such assignment shall release the Company of any obligations pursuant to this Agreement. 4.9 Severability. The validity, legality or enforceability of the remainder of this Agreement shall not be affected even if one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable in any respect. 4.10 Equitable Relief. The Optionee acknowledges that, in the event of a threatened or actual breach of any of the provisions of this Agreement, damages alone will be an inadequate remedy, and such breach will cause the Company great, immediate and irreparable injury and damage. Accordingly, the Optionee agrees that the Company shall be entitled to injunctive and other equitable relief, and that such relief shall be in addition to, and not in lieu of, any remedies they may have at law or under this Agreement. 4.11 Arbitration. 4.11.1 General. Any controversy, dispute, or claim between the parties to this Agreement, including any claim arising out of, in connection with, or in relation to the formation, interpretation, performance or breach of this Agreement shall be settled exclusively by arbitration, before a single arbitrator, in accordance with this section 4.11 and the then most applicable rules of the American Arbitration Association. Judgment upon any award rendered by the arbitrator may be entered by any state or federal court having -4- jurisdiction thereof. Such arbitration shall be administered by the American Arbitration Association. Arbitration shall be the exclusive remedy for determining any such dispute, regardless of its nature. Notwithstanding the foregoing, either party may in an appropriate matter apply to a court for provisional relief, including a temporary restraining order or a preliminary injunction, on the ground that the award to which the applicant may be entitled in arbitration may be rendered ineffectual without provisional relief. Unless mutually agreed by the parties otherwise, any arbitration shall take place in the City of Newport Beach, California. 4.11.2 Selection of Arbitrator. In the event the parties are unable to agree upon an arbitrator, the parties shall select a single arbitrator from a list of nine arbitrators drawn by the parties at random from a list of nine persons (which shall be retired judges or corporate or litigation attorneys experienced in stock options and buy-sell agreements) provided by the office of the American Arbitration Association having jurisdiction over Newport Beach, California. If the parties are unable to agree upon an arbitrator from the list so drawn, then the parties shall each strike names alternately from the list, with the first to strike being determined by lot. After each party has used four strikes, the remaining name on the list shall be the arbitrator. If such person is unable to serve for any reason, the parties shall repeat this process until an arbitrator is selected. 4.11.3 Applicability of Arbitration; Remedial Authority. This agreement to resolve any disputes by binding arbitration shall extend to claims against any parent, subsidiary or Affiliate of each party, and, when acting within such capacity, any officer, director, shareholder, employee or agent of each party, or of any of the above, and shall apply as well to claims arising out of state and federal statutes and local ordinances as well as to claims arising under the common law. In the event of a dispute subject to this paragraph the parties shall be entitled to reasonable discovery subject to the discretion of the arbitrator. The remedial authority of the arbitrator (which shall include the right to grant injunctive or other equitable relief) shall be the same as, but no greater than, would be the remedial power of a court having jurisdiction over the parties and their dispute. The arbitrator shall, upon an appropriate motion, dismiss any claim without an evidentiary hearing if the party bringing the motion establishes that he or it would be entitled to summary judgement if the matter had been pursued in court litigation. In the event of a conflict between the applicable rules of the American Arbitration Association and these procedures, the provisions of these procedures shall govern. 4.11.4 Fees and Costs. Any filing or administrative fees shall be borne initially by the party requesting arbitration. The Company shall be responsible for the costs and fees of the arbitration, unless the Optionee wishes to contribute (up to 50%) of the costs and fees of the arbitration. Notwithstanding the foregoing, the prevailing party in such arbitration, as determined by the arbitrator, and in any enforcement or other court proceedings, shall be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party's costs (including but not limited to the arbitrator's compensation), expenses, and attorneys' fees. 4.11.5 Award Final and Binding. The arbitrator shall render an award and written opinion, and the award shall be final and binding upon the parties. If any of the provisions of this paragraph, or of this Agreement, are determined to be unlawful or -5- otherwise unenforceable, in whole or in part, such determination shall not affect the validity of the remainder of this Agreement, and this Agreement shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible and to insure that the resolution of all conflicts between the parties, including those arising out of statutory claims, shall be resolved by neutral, binding arbitration. If a court should find that the arbitration provisions of this Agreement are not absolutely binding, then the parties intend any arbitration decision and award to be fully admissible in evidence in any subsequent action, given great weight by any finder of fact, and treated as determinative to the maximum extent permitted by law. 4.12 Headings. The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, extend or interpret the scope of this Agreement or of any particular section. 4.13 Number and Gender. Throughout this Agreement, as the context may require, (a) the masculine gender includes the feminine and the neuter gender includes the masculine and the feminine; (b) the singular tense and number includes the plural, and the plural tense and number includes the singular; (c) the past tense includes the present, and the present tense includes the past; (d) references to parties, sections, paragraphs and exhibits mean the parties, sections, paragraphs and exhibits of and to this Agreement; and (e) periods of days, weeks or month mean calendar days, weeks or months. 4.14 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4.15 Complete Agreement. This Agreement and the Plan constitute the parties' entire agreement with respect to the subject matter hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. [SIGNATURE PAGE FOLLOWS] -6- [COMPANY SIGNATURE PAGE] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth herein above. WILLIAM LYON HOMES By: /s/ WILLIAM LYON ------------------------------------ William Lyon Chairman and C.E.O. By: /s/ WADE H. CABLE ------------------------------------ Wade H. Cable President and C.O.O. -7- [OPTIONEE SIGNATURE PAGE] GRANT DATE: 5-9-00 OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 1.2 HEREOF IS EARNED ONLY BY CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT AS DEFINED IN THE PLAN (NOT THROUGH THE ACT OF BEING HIRED OR RETAINED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, DIRECTOR OR CONSULTANT OF THE COMPANY FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL. NOTHING IN THIS AGREEMENT OR THE PLAN SHALL LIMIT IN ANY MANNER WHATSOEVER THE RIGHT OR POWER OF THE COMPANY OR THE OPTIONEE TO TERMINATE OPTIONEE'S RELATIONSHIP WITH THE COMPANY WITH OR WITHOUT CAUSE. OPTIONEE ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN. OPTIONEE REPRESENTS THAT HE IS FAMILIAR WITH THE TERMS AND PROVISIONS OF THE PLAN, AND HEREBY ACCEPTS THIS OPTION SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF. OPTIONEE ALSO ACKNOWLEDGES THAT THE GRANT OF THIS OPTION, THE PURCHASE OF SHARES UPON EXERCISE OF THIS OPTION, AND THE SALE OF SUCH SHARES HAS IMPORTANT TAX IMPLICATIONS. OPTIONEE HAS REVIEWED THE PLAN AND THIS OPTION IN THEIR ENTIRETY, HAS HAD AN OPPORTUNITY AND HAS BEEN ENCOURAGED TO OBTAIN THE ADVICE OF HIS OR HER INDEPENDENT LEGAL COUNSEL AND TAX ADVISOR PRIOR TO EXECUTING THIS OPTION AND FULLY UNDERSTANDS ALL PROVISIONS OF THIS OPTION. OPTIONEE HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE BOARD OR THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN. /s/ WADE H. CABLE ----------------------------------------- Optionee's Signature Name Printed: WADE H. CABLE --------------------------- Date Signed: 8/11/00 --------------------------- -8- CONSENT OF SPOUSE TO AGREEMENT GRANT DATE: 5-9-00 By his or her signature below, the spouse of Optionee affirms that he/she has read in its entirety and agrees to be bound by all of the terms and conditions of the foregoing Agreement and the Plan, including, but not limited to, the provisions of the Plan which state that an Optionee's beneficiary designation shall be deemed automatically revoked if the Optionee names a spouse as beneficiary and the marriage is later dissolved, and that the interest in Options of a spouse of an Optionee who has predeceased the Optionee or whose marriage has been dissolved shall automatically pass to the Optionee, and shall not be transferable by such spouse in any manner. /s/ SUSAN M. CABLE ---------------------------------------------- Optionee's Spouse's Signature: Name Printed: SUSAN M. CABLE -------------------------------- Date Signed: 8/11/00 -------------------------------- OR Optionee Check Here if Not Applicable _____ == -9- EXHIBIT A STOCK OPTION GRANT INFORMATION Date of Grant: 5-9-00 Name of Optionee: Wade H. Cable Number of Shares of Common Stock: 50,000 Exercise Price per Share: $8.6875 Nature of the Option: Nonqualified Stock Option Initial Vesting Date: 33.4% on 5-9-01; 33.3% on 5-9-02; 33.3% on 5-9-03. Expiration Date: 5-9-10 Optionee Address: Wade H. Cable 1 Pinehurst Lane Newport Beach, CA 92660 -10- EXHIBIT B NOTICE OF EXERCISE OF STOCK OPTION ---------------------------------- William Lyon Homes 4490 Von Karman Avenue Newport Beach, CA 92660 Attn: Wade H. Cable, President and C.O.O. Ladies and Gentlemen: The undersigned hereby elects to exercise the option indicated below:: Option Grant Date: 5-9-00 Type of Option: Nonqualified Stock Option Number of Shares Being Exercised: ____________ Exercise Price Per Share: $8.6875 Total Exercise Price: $_____________ Method of Payment: ______________ Enclosed herewith is payment in full of the total exercise price and a copy of the Option Agreement. My exact name, current address and social security number for purposes of the stock certificates to be issued and the shareholder list of the Company are: Name:__________________________________ Address:_______________________________ _______________________________ Social Security Number:________________ Sincerely, Dated:_________________ ________________________________________ (Optionee's Signature) -11- EXHIBIT C OPTIONEE'S BENEFICIARY DESIGNATION ---------------------------------- GRANT DATE: 5-9-00 Beneficiary's Name: /s/ SUSAN M. CABLE ------------------------------------------------------------ Beneficiary's Relationship to Optionee: Wife ---------------------------------------- Beneficiary's Address: 1 Pinehurst --------------------------------------------------------- Newport Beach --------------------------------------------------------- California 92660 --------------------------------------------------------- Contingent Beneficiary's Name: ------------------------------------------------- Contingent Beneficiary's Relationship to Optionee: ----------------------------- Contingent Beneficiary's Address: ---------------------------------------------- ---------------------------------------------- ---------------------------------------------- ******************************************************************************** Note: If a married Optionee designates a Beneficiary other than the Optionee's ==== ---------- spouse, the Optionee's spouse must acknowledge and approve below: ------------------------------------------------ Optionee's Spouse's Signature Name Printed: ---------------------------------- Date Signed: ----------------------------------- OR Optionee Check Here if Not Applicable _______ == -12- -----END PRIVACY-ENHANCED MESSAGE-----