PRESLEY COMPANIES /DE 4
4 · PRESLEY COMPANIES /DE · Filed Dec 10, 1999
Insider Transaction Report
Form 4
Transactions
- Sale
Common Stock
1999-11-02Exercise: $2.00→ Common Stock (5,323,018 underlying) - Other
Series B Common Stock
[04]1999-11-11→ 4 totalExercise: $2.00→ N/A (4 underlying)
Footnotes (4)
- [01]As of May 7, 1999, The Goldman Sachs Group, L.P. was merged with and into GS Group, with GS Group as the surviving entity.
- [02]The Series B Common Stock was convertible 1-for-1 into Series A Common Stock.
- [03]The securities reported herein as disposed of were disposed of and may be deemed to have been beneficially owned directly by Goldman Sachs and indirectly by GS Group. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. As a result of the November 2, 1999 sales by Goldman Sachs and the merger (as described below), as of the date hereof, the Reporting Persons ceased to be the owners of more than 10% of the Class A Common Stock or Class B Common Stock and therefore are no longer subject to Section 16 of the Securities and Exchange Act of 1934.
- [04]On November 11, 1999, The Presley Companies (formerly known as Presley Merger Sub, Inc.) completed a merger with its parent corporation. In the merger, Presley Merger Sub, Inc. was the surviving corporation and was renamed "The Presley Companies" which had been the name of its parent prior to the merger. As a result, the subsidiary is the successor entity and assumed all of the assets, liabilities and business of its parent. The merger had a 1 for 5 exchange ratio and as a result of the merger, each 5 shares of Series A Common Stock and Series B Common Stock of the parent was converted into 1 share of the surviving corporation. As a result of the exchange ratio in the merger, the 52,195,678 shares of Series A Common Stock and the Series B Common Stock of The Presley Companies that were outstanding on the close of business on November 10, 1999 were converted into 10,439,135 shares of Common Stock of the surviving corporation at the effective time, 12:01 a.m. on November 11, 1999. Shares of the new common stock are listed on the New York Stock Exchange under the symbol "PDC". The closing price of PDC on November 11, 1999 was $3.6875 per share. Pursuant to the merger, 597,344 shares of Class B Common Stock which may be deemed to have been beneficially owned directly by Goldman Sachs and indirectly by GS Group, were exchanged for shares of Common Stock of the surviving corporation on a 1 for 5 exchange ratio.