Item 15. Exhibits, Consolidated Financial Statement Schedules and Reports on
Form 8-K
(a)(1) Financial Statements
The following financial statements of the Company are included in a separate
section of this Annual Report on Form 10-K commencing on the page numbers
specified below:
Page
William Lyon Homes
Report of Independent Auditors 55
Consolidated Balance Sheets 56
Consolidated Statements of Income 57
Consolidated Statements of Stockholders' Equity 58
Consolidated Statements of Cash Flows 59
Notes to Consolidated Financial Statements 60
Significant Subsidiaries of William Lyon Homes
Report of Independent Auditors 88
Combined Balance Sheets 89
Combined Statements of Income 90
Combined Statements of Members' Capital 91
Combined Statements of Cash Flows 92
Notes to Combined Financial Statements 93
(2) Financial Statement Schedules:
Schedules are omitted as the required information is not present, is not present
in sufficient amounts, or is included in the Consolidated Financial Statements
or Notes thereto.
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(3) Listing of Exhibits:
Exhibit Number Description
2.1(1) Certificate of Ownership and Merger
3.1(2) Certificate of Incorporation of the Company.
3.3(2) Bylaws of the Company.
4.1(2) Specimen certificate of Common Stock.
4.2(3) Indenture dated June 29, 1994, between American Bank & Trust Company,
as Trustee, and The Presley Companies and Presley Homes.
4.3(9) Form of First Supplemental Indenture dated as of July 1, 2001 amending
and supplementing the Indenture dated as of June 29, 1994 by and among
William Lyon Homes f/k/a The Presley Companies, a Delaware corporation
(as Company), William Lyon Homes, Inc. f/k/a Presley Homes, f/k/a The
Presley Companies, a California corporation (as Guarantor) and Firstar
Bank, N.A. as successor-in-interest to American National Bank and Trust
Company (as Trustee).
10.1(5) Form of Indemnity Agreement, between the Company and the Directors and
Officers of the Company.
10.2(2) Purchase Agreement and Escrow Instructions dated October 7, 1999 among
The Presley Companies, Presley Homes, William Lyon Homes, Inc., William
Lyon and William H. Lyon.
10.3(5) Property Management Agreement between Corporate Enterprises, Inc., a
California corporation (Owner) and William Lyon Homes, Inc., a
California corporation (Manager) dated and effective November 5, 1999.
10.4(5) Warranty Service Agreement between Corporate Enterprises, Inc., a
California corporation and William Lyon Homes, Inc., a California
corporation dated and effective November 5, 1999.
10.5(6) Loan Agreement dated as of September 25, 2000 between William Lyon
Homes, Inc., a California corporation, the "Borrower," and Residential
Funding Corporation, a Delaware corporation, "Lender."
10.6 First Amendment to Loan Agreement, dated as of July 13, 2001, between
William Lyon Homes, Inc., a California corporation, as borrower, and
RFC Construction Funding Corp., a Delaware corporation, as lender.
10.7 Second Amendment to Loan Agreement and to Other Loan Documents, dated
as of March 28, 2002, between William Lyon Homes, Inc., a California
corporation, as borrower, and RFC Construction Funding Corp., a
Delaware corporation, as lender.
10.8 Third Amendment to Loan Agreement and to Other Loan Documents, dated as
of January 10, 2003, between William Lyon Homes, Inc., a California
corporation, as borrower, and RFC Construction Funding Corp., a
Delaware corporation, as lender.
10.9 Fourth Amendment to Loan Agreement, dated as of January 23, 2003,
between William Lyon Homes, Inc., a California corporation, as
borrower, and RFC Construction Funding Corp., a Delaware corporation,
as lender.
10.10(6) Master Loan Agreement dated as of August 31, 2000 by and between
William Lyon Homes, Inc., a California corporation ("Borrower") and
Guaranty Federal Bank, F.S.B., a federal savings bank organized and
existing under the laws of the United States ("Lender").
10.11(10) Agreement for First Modification of Deeds of Trust and Other Loan
Instruments, dated as of June 8, 2001, by and between William Lyon
Homes, Inc., a California corporation, as borrower, and Guaranty Bank,
a federal savings bank organized and existing under the laws of the
United States (formerly known as "Guaranty Federal Bank, F.S.B."), as
lender.
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Exhibit Number Description
10.12 Agreement for Second Modification of Deeds of Trust and Other Loan
Instruments, dated as of July 23, 2001, by and between William Lyon
Homes, Inc., a California corporation, as borrower, and Guaranty Bank, a
federal savings bank organized and existing under the laws of the United
States (formerly known as "Guaranty Federal Bank, F.S.B."), as lender.
10.13 Agreement for Third Modification of Deeds of Trust and Other Loan
Instruments, dated as of December 19, 2001, by and between William Lyon
Homes, Inc., a California corporation, as borrower, and Guaranty Bank, a
federal savings bank organized and existing under the laws of the United
States (formerly known as "Guaranty Federal Bank, F.S.B."), as lender.
10.14 Agreement for Fourth Modification of Deeds of Trust and Other Loan
Instruments, dated as of May 29, 2002, by and between William Lyon
Homes, Inc., a California corporation, as borrower, and Guaranty Bank, a
federal savings bank organized and existing under the laws of the United
States (formerly known as "Guaranty Federal Bank, F.S.B."), as lender.
10.15 (6) Revolving Line of Credit Loan Agreement (Borrowing Base Loan) by and
between California Bank & Trust, a California banking corporation, and
William Lyon Homes, Inc., a California corporation, dated as of
September 21, 2000.
10.16 (13) Agreement to Modify Loan Agreement, Promissory Note and Deed of Trust,
dated as of September 18, 2002, by and between William Lyon Homes, Inc.,
a California corporation, as borrower, and California Bank & Trust, a
California banking corporation, as lender.
10.17 Second Agreement to Modify Loan Agreement, Promissory Note and Deed of
Trust, dated as of December 13, 2002, by and between William Lyon Homes,
Inc., a California corporation, as borrower, and California Bank &
Trust, a California banking corporation, as lender.
10.18 (6) Option Agreement and Escrow Instructions between William Lyon Homes,
Inc., a California corporation and Lathrop Investment, L.P., a
California limited partnership dated as of October 24, 2000.
10.19 (7) William Lyon Homes 2000 Stock Incentive Plan.
10.20 (8) Form of Stock Option Agreements.
10.21 (8) William Lyon Homes, Inc. 2000 Cash Bonus Plan.
10.22 (8) Standard Industrial/Commercial Single-Tenant Lease - Net Between William
Lyon Homes, Inc. and a trust of which William H. Lyon is the sole
beneficiary.
10.23 (9) Business Loan Agreement dated as of March 8, 2001 between William Lyon
Homes, Inc. ("Borrower") and First Bank and Trust ("Lender").
10.24 (10) Mortgage Warehouse Loan and Security Agreement dated as of June 28,
2002, by and between Duxford Financial, Inc., and/or Bayport Mortgage,
L.P., a California Corporation ("Borrower") and First Tennessee Bank
("Bank").
10.25 (11) William Lyon Homes Executive Deferred Compensation Plan effective as of
February 11, 2002.
10.26 (12) William Lyon Homes Outside Directors Deferred Compensation Plan
effective as of February 11, 2002.
10.27 The Presley Companies Non-Qualified Retirement Plan for Outside
Directors.
12.1 Statement of Ratio of Earnings to Fixed Charges.
21.1 List of Subsidiaries of the Company.
23.1 Consent of Independent Auditors.
99.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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Exhibit Number Description
99.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(1) Previously filed as an exhibit to the Company's Current
Report on Form 8-K filed January 5, 2000 and incorporated
herein by this reference.
(2) Previously filed in connection with the Company's
Registration Statement on Form S-4, and amendments thereto,
(S.E.C. Registration No. 333-88569) and incorporated herein
by this reference.
(3) Previously filed as an exhibit to the Company's Registration
Statement on Form S-1 and amendments thereto (S.E.C.
Registration No. 33-79088) and incorporated herein by this
reference.
(4) Previously filed in connection with the Company's
Registration Statement on Form S-1, and amendments thereto
(S.E.C. Registration No. 33-79088) and incorporated herein
by this reference.
(5) Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by this reference.
(6) Previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended September
30, 2000 and incorporated herein by this reference.
(7) Previously filed as an exhibit to the Company's Registration
Statement on Form S-8 (SEC Registration No. 333-50232) and
incorporated herein by this reference.
(8) Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 2000 and
incorporated herein by this reference.
(9) Previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
2001 and incorporated herein by this reference.
(10) Previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2001 and incorporated herein by this
reference.
(11) Previously filed as an exhibit to the Company's
Registration Statement on Form S-8 (SEC Registration
No. 333-82448) dated February 8, 2002 and incorporated
herein by this reference.
(12) Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 2001
and incorporated herein by this reference.
(13) Previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2002 and incorporated herein by this
reference.
(b) Reports on Form 8-K
No reports were filed on Form 8-K during the reporting period.
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