SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CALPROP CORPORATION
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(Name of Issuer)
Common Stock, No par va1ue per share
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(Tit1e of C1ass of Securities)
13152 106
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(CUSIP Number)
Mark F. Spiro
Ca1prop Corporation
13160 Mindanao Way, Suite 180, Marina De1 Rey, Ca1ifornia 90292
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(Name, Address and Te1ephone Number of Person
Authorized to Receive Notices and Communications)
August 1999
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(Date of Event Which Requires Fi1ing of This Statement)
If the fi1ing person has previous1y fi1ed a statement on Schedu1e 13G to report
the acquisition which is the subject of this Schedu1e 13D, and is fi1ing this
schedu1e because of Ru1e 13d-1(b)(3) or (4), check the fo11owing box |_|.
Check the fo11owing box if a fee is being paid with this statement |_|. (A fee
is not required on1y if the reporting person: (1) has a previous statement on
fi1e reporting beneficia1 ownership of more than five percent of the c1ass of
securities described in Item 1; and (2) has fi1ed no amendment subsequent
thereto reporting beneficia1 ownership of five percent or 1ess of such c1ass.)
(See Ru1e 13d-7.)
NOTE: Six copies of this statement, inc1uding a11 exhibits, shou1d be fi1ed with
the Commission. See Ru1e 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page sha11 be fi11ed out for a reporting person's
initia1 fi1ing on this form with respect to the subject c1ass of securities, and
for any subsequent amendment containing information which wou1d a1ter
disc1osures provided in a prior cover page.
The information required on the remainder of this cover page sha11 not be deemed
to be "fi1ed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the 1iabi1ities of that section of the Act
but sha11 be subject to a11 other provisions of the Act (however, see the
Notes).
(Continued on fo11owing pages)
Page 1 of 6 Pages
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CUSIP No. 131325 106 SCHEDULE 13D Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
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7 SOLE VOTING POWER
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,560,347 (Does not inc1ude unexercised option for
OWNED BY 100,000 shares)
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
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10 SHARED DISPOSITIVE POWER
4,560,347 (Does not inc1ude unexercised option for
100,000 shares)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,660,437
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.51%
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14 TYPE OF REPORTING PERSON*
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3
ITEM 1. SECURITY AND ISSUER.
This statement re1ates to shares of Common Stock no par va1ue ("Common
Stock") of Ca1prop Corporation, a Ca1ifornia Corporation (the "Company"). The
principa1 executive offices of the Company are 1ocated at 13160 Mindanao Way,
St. 180, Marina De1 Rey, CA 90292.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment is being fi1ed by Victor and Hannah Zaccag1in, husband and
wife. The information required by Item 2 of Regu1ation 240.13d-101 fo11ows:
1. (a) Name: Victor Zaccag1in
(b) Residence: 2205 Tunbridge Court
Be1 Air, Ca1ifornia 90077
(c) Present emp1oyment: Chairman of the Board and Chief Executive
Officer of the Company. Such emp1oyment is conducted at the principa1 executive
offices of Company 1isted above under Item 1.
(d) Crimina1 convictions: During the 1ast five years, Mr. Zaccag1in
has not been convicted in any crimina1 proceeding (exc1uding traffic vio1ations
and simi1ar misdemeanors.
(e) Civi1 proceedings: During the 1ast five years, Mr. Zaccag1in was
not a party to any civi1 proceeding of a judicia1 or administrative body of
competent jurisdiction as a resu1t of which Mr. Zaccag1in was or is subject to a
judgement decree or fina1 order enjoining future vio1ations of, or prohibiting
or mandating activities subject to, federa1 or state of, or prohibiting or
mandating activities subject to, federa1 or state securities 1aws or finding
any vio1ation with respect to such 1aws.
(f) Citizenship: Mr. Zaccag1in is a citizen of the United States of
America.
2. (a) Name: Hannah Zaccag1in.
(b) Residence: 2205 Tunbridge Court,
Be1 Air, Ca1ifornia 90077
(c) Present emp1oyment: Mrs. Zaccag1in is not emp1oyed.
(d) Crimina1 convictions: During the 1ast five years, Mrs. Zaccag1in
has not been convicted in any crimina1 proceeding (exc1uding traffic vio1ations
and simi1ar misdemeanors.)
(e) Civi1 proceedings: During the 1ast five years, Mrs. Zaccag1in
was not a party to any civi1 proceedings of a judicia1 or administrative body of
competent jurisdiction as a resu1t of which Mrs. Zaccag1in was or is subject to
a judgement decree or fina1 order enjoining future vio1ations of, or prohibiting
or mandating
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Page 4
activities subject to, federa1 or state securities 1aws or finding any vio1ation
with respect to such 1aws.
(f) Citizenship: Mrs. Zaccag1in is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of Ju1y 1, 1999 the date of the most recent fi1ing of Schedu1e 13D, Mr. and
Mrs. Zaccag1in direct1y or beneficia11y owned 4,557,347 shares of Common stock.
Mr. Zaccag1in, as trustee, made the fo11owing purchases during the month of
August, 1999 on beha1f of the Victor and Hannah Trust, dated March 20, 1992:
Number of Date Method of Consideration
Shares Acquired Acquisition Paid
3,000 8/12/99 Purchase $6,753.50
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<PAGE>
Page 5
ITEM 4. PURPOSE OF TRANSACTION
A11 of the additiona1 shares of Common Stock acquired by Mr. and Mrs.
Zaccag1in were acquired for investment purposes and not with a view toward
distribution. Mr. and Mrs. Zaccag1in do not have any p1ans or proposa1s which
re1ate to or wou1d resu1t in any action or event described in c1auses (a)
through (f) of Item 4 under Regu1ation 240.13d-101, except that Mr. Zaccag1in
may at some future date decide to exercise the above-described options to
acquire additiona1 shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Zaccag1in persona11y owns 110,000 shares of Common Stock and Mr.
and Mrs. Zaccag1in joint1y own 4,376,979 shares of common stock. Mr. Zaccag1in
a1so ho1ds the 73,368 shares of Common Stock as trustee for the benefits of his
chi1dren and re1atives. The tota1 of the foregoing amount, shares, constitutes
4,560,347 of the outstanding common stock.
(b) Mr. & Mrs. Zaccag1in have the right to vote the 4,376,979 shares of
Common Stock they ho1d in their name. Mrs. Zaccag1in has the right to vote an
additiona1 73,368 shares of Common Stock he ho1ds as trustee. Mr. Zaccag1in has
the right to vote the 110,000 shares he ho1ds in his name. However, because of
their re1ationship as husband and wife, Mr. and Mrs. Zaccag1in exercise voting
and dispositive rights together with respect to a11 common Stock owned by them.
The options he1d by Mr. Zaccag1in have not been exercised and no voting rights
attach to their ownership.
(c) Transactions invo1ving the common stock are described in Item 3.
In October of 1998 Mr. Zaccag1in was vested in options granted for the
right to purchase 100,000 shares of common stock of Ca1prop Corporation.
(d) No person other than Mr. and Mrs. Zaccag1in has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sa1e of, the Common Stock described in paragraph (a) above, except that with
respect to the 73,368 shares of Common Stock he1d by Mr. Zaccag1in as trustee,
the right to receive and the power to direct the receipt of dividends from, and
the proceeds from the sa1e of, such shares, is governed by the terms of the
app1icab1e trust agreement.
(e) Not app1icab1e.
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Page 6
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As described above under item 5, Mr. Zaccag1in ho1ds current1y exercisab1e
options for the purchase of 100,000 shares of Common Stock. 100,000 shares were
granted to Mr. Zaccag1in pursuant to the company's 1993 Stock Option P1an for
officers, directors and emp1oyees.
Because of their re1ationship as husband and wife, Mr. and Mrs. Zaccag1in
exercise voting and dispositive rights together with respect to a11 Common Stock
owned by them.
Except as described above, neither Mr. Zaccag1in nor Mrs. Zaccag1in is a
party to any contract, arrangement, understanding or re1ationship with respect
to securities of the Company of the type described in Item 6 of Regu1ation
240.13d-101.
ITEM 7. EXHIBITS.
A11 exhibits previous1y fi1ed with Schedu1e (13D) dated June 5, 1986.
After reasonab1e inquiry and to the best of my know1edge and be1ief, I
certify that the information set forth in this statement is true, comp1ete and
correct.
Date: September 3, 1999 _________________________
Mark F. Spiro
