NEWPORT BEACH, Calif., Feb. 18, 1999 (PRIMEZONE) -- The Presley Companies (NYSE: PDC) announced today that it has received a letter from William Lyon, Chairman of the Board of William Lyon Homes, Inc. ("William Lyon Homes") and also Chairman of the Board of Presley, proposing a modification to the previously executed letter of intent with William Lyon Homes. The letter of intent sets forth their preliminary understanding with respect to (i) the proposed acquisition by Presley of substantially all of the assets of William Lyon Homes for approximately $48 million together with the assumption of related liabilities, and (ii) the concurrent purchase by William Lyon Homes pursuant to a tender offer for not less than 40% and not more than 49% of the outstanding shares of Presley common stock held by stockholders other than William Lyon at a price of $0.62 per share.
Under the proposed modification, William Lyon Homes would make a tender offer for not more than 37% of the outstanding shares of common stock of Presley for a purchase price of $0.62 per share. In the event that more than 37% of the outstanding shares of common stock of Presley is tendered, William Lyon Homes will purchase shares from each tendering stockholder on a pro rata basis. The tender offer will be conditioned upon there being tendered and not withdrawn, a number of shares which constitutes at least 37% of the outstanding shares of Presley. The proposed modification also provides that the transaction will be structured to permit William Lyon or his affiliates, prior to consummation of the transaction and consistent with applicable securities laws, to sell shares of Presley common stock owned by them up to a maximum of 4% of the total number of shares of Presley common stock presently outstanding.
Pending financial and legal review of the terms and conditions of the proposed modification to the letter of intent by a Special Committee of Presley's Board of Directors, Presley will not have any comment nor make any determination on the merits of the proposed modification.