<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 27)*
---------
CALPROP CORPORATION
--------------------------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
--------------------------------------------------------
(Title of Class of Securities)
131352 106
--------------------------------------------------------
(CUSIP Number)
CALPROP CORP.
13160 MINDANAO WAY, #180
MARINA DEL REY, CA 90292
ATTN: MARK F. SPIRO
(310) 306-4314
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MARCH, 1998
--------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 15d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("Act") 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).
(Continued on following page(s))
Page 1 of 6 Pages
---
<PAGE>
CUSIP No. 131352 106 13D Page 2 of 6 Pages
---------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Victor and Hannah Zaccaglin, husband and wife
SS# ###-##-####
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* ------- (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
-------
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
USA
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,545,347
--------------------------------------------------
(9) Sole Dispositive Power
--------------------------------------------------
(10) Shared Dispositive Power
4,545,347
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,545,347
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
43.06%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 6 Pages
--- ---
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common stock no par value ("Common
Stock") of Calprop Corporation, a California Corporation (the "Company").
The principal executive offices of the Company are located at 13160 Mindanao
Way, St. 180, Marina Del Rey, CA 90292.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment is being filed by Victor and Hannah Zaccaglin, husband
and wife. The information required by Item 2 of Regulation 240.13d-101
follows:
1. (a) Name: Victor Zaccaglin
(b) Residence: 2205 Tunbridge Court
Bel Air, California 90077
(c) Present employment: Chairman of the Board and Chief Executive
Officer of the Company. Such employment is conducted at the principal
executive offices of Company listed above under Item 1.
(d) Criminal convictions: During the last five years, Mr.
Zaccaglin has not been convicted in any criminal proceeding (excluding
traffic violations and similar misdemeanors.
(e) Civil proceedings: During the last five years, Mr. Zaccaglin
was not a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which Mr. Zaccaglin was or is
subject to a judgement decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Citizenship: Mr. Zaccaglin is a citizen of the United States
of America.
2. (a) Name: Hannah Zaccaglin.
(b) Residence: 2205 Tunbridge Court,
Bel Air, California 90077
(c) Present employment: Mrs. Zaccaglin is not employed.
(d) Criminal convictions: During the last five years, Mrs.
Zaccaglin has not been convicted in any criminal proceeding (excluding
traffic violations and similar misdemeanors.)
(e) Civil proceedings: During the last five years, Mrs. Zaccaglin
was not a party to any civil proceedings of a judicial or administrative body
of competent jurisdiction as a result of which Mrs. Zaccaglin was or is
subject to a judgement decree or final order enjoining future violations of,
or prohibiting or mandating
<PAGE>
Page 4 of 6 Pages
--- ---
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship: Mrs. Zaccaglin is a citizen of the United States
of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of March 1, 1998 the date of the most recent filing of Schedule 13D, Mr.
and Mrs. Zaccaglin directly or beneficially owned 4,345,347 shares of Common
stock. Mr. Zaccaglin, as trustee, made the following purchases during the
month of March, 1998, on behalf of the Victor and Hannah Trust, dated March
20, 1992:
Number of Date Method of Consideration
Shares Acquired Acquisition Paid
200,000 3/10/98 Options $199,388.75
<PAGE>
Page 5 of 6 Pages
--- ---
ITEM 4. PURPOSE OF TRANSACTION
All of the additional shares of Common Stock acquired by Mr. and Mrs.
Zaccaglin were acquired for investment purposes and not with a view toward
distribution. Mr. and Mrs. Zaccaglin do not have any plans or proposals
which relate to or would result in any action or event described in clauses
(a) through (f) of Item 4 under Regulation 240.13d-101, except that Mr.
Zaccaglin may at some future date decide to exercise the above-described
options to acquire additional shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. and Mrs. Zaccaglin jointly own 4,471,979 shares of common
stock. Mr. Zaccaglin also holds the 73,368 shares of Common Stock as trustee
for the benefits of his children and relatives. The total of the foregoing
amount, shares, constitutes 4,545,347 of the outstanding common stock.
(b) Mr. & Mrs. Zaccaglin have the right to vote the 4,471,979 shares of
Common Stock they hold in their name. Mrs. Zaccaglin has the right to vote
an additional 73,368 shares of Common Stock he holds as trustee. Because of
their relationship as husband and wife, Mr. and Mrs. Zaccaglin exercise
voting and dispositive rights together with respect to all Common Stock owned
by them. The options held by Mr. Zaccaglin have not been exercised and no
voting rights attach to their ownership.
(c) Transactions involving the common stock are described in Item 3.
(d) No person other than Mr. and Mrs. Zaccaglin 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 described in paragraph (a) above, except
that with respect to the 73,368 shares of Common Stock held by Mr. Zaccaglin
as trustee, the right to receive and the power to direct the receipt of
dividends from, and the proceeds from the sale of, such shares, is governed
by the terms of the applicable trust agreement.
(e) Not applicable.
<PAGE>
Page 6 of 6 Pages
--- ---
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Because of their relationship as husband and wife, Mr. and Mrs.
Zaccaglin exercise voting and dispositive rights together with respect to all
Common Stock owned by them.
Except as described above, neither Mr. Zaccaglin nor Mrs. Zaccaglin is a
party to any contract, arrangement, understanding or relationship with
respect to securities of the Company of the type described in Item 6 of
Regulation 240.13d-101.
ITEM 7. EXHIBITS.
All exhibits previously filed with Schedule (13D) dated June 5, 1986.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: 4-6-98 /s/ VICTOR ZACCAGLIN
--------------- -----------------------------
Victor Zaccaglin
