CALPROP CORP
SC 13D/A, 1999-01-11
OPERATIVE BUILDERS
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<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                           
                                     SCHEDULE 13D
                                           
                      Under the Securities Exchange Act of 1934
                                  (Amendment No. 1)
 
                                 CALPROP CORPORATION
                                   (Name of Issuer)

                         Common Stock, No par value per share
- -------------------------------------------------------------------------------
                            (Title of Class of Securities)

                                      13152 106 
                                    -------------- 
                                    (CUSIP Number)

                                     Mark F. Spiro
                                 Calprop Corporation
           13160 Mindanao Way, Suite 180, Marina Del Rey, California 90292
- -------------------------------------------------------------------------------
                      (Name, Address and Telephone Number of Person
                  Authorized to Receive Notices and Communications)

                                     December 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 this 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 13d-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

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group*              a)  / /
                                                                   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

- -------------------------------------------------------------------------------

                                   (7) Sole Voting Power
    Number of                    ----------------------------------------------
      Shares                       (8) Shared Voting Power
   Beneficially                    
     Owned By                      2,003,829
       Each
     Reporting                   ----------------------------------------------
      Person                       (9) Sole Dispositive Power
       With                      ----------------------------------------------
                                  (10) Shared Dispositive Power

                                   2,003,829
                                 ----------------------------------------------

- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person

      2,003,829
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
      18.6%      

- -------------------------------------------------------------------------------
(14) Type of Reporting Person* 

- -------------------------------------------------------------------------------
                                           
                         *SEE INSTRUCTION BEFORE FILLING OUT!
                                           

<PAGE>

Page 3

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 John Curci, Sr.   The information required
by Item 2 of Regulation 240.13d-101 follows:

     1.   (a)  Name:  John Curci, Sr.
          (b)  Residence:  717 Lido Park Drive
               Lido Peninsula
               Newport Beach, California 92663
          (c)  Present employment:  Partner, Curci-Turner Company.
          (d)  Criminal convictions:  During the last five years, Mr. Curci has
not been convicted in any criminal proceeding (excluding traffic violations and
similar misdemeanors.
          (e)  Civil proceedings:  During the last five years, Mr. Curci was not
a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Mr. Curci was or is subject to a
judgment 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. Curci is a citizen of  the United States of
America.

     2.   (a)  Name:
          (b)  Residence:  
          (c)  Present employment:  
          (d)  Criminal convictions:  
          (e)  Civil proceedings:  
          (f)  Citizenship:  

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

As of December 1, 1998 the date of the most recent filing of Schedule 13D, Mr.
Curci directly or beneficially owned 1,987,829 shares of Common stock.  Mr.
Curci, as trustee, made the following purchases and sales during the months of
December , 1998 on behalf of the Curci Revocable Trust dated January 11, 1994:  



<PAGE>

Page 4


<TABLE>
<CAPTION>
NUMBER OF        DATE         METHOD OF       CONSIDERATION
SHARES         ACQUIRED       ACQUISITION         PAID    

<S>            <C>            <C>            <C>
10,000         12/18/98       Purchase       $   13,906.00
 5,000         12/28/98       Purchase       $    7,343.75
 1,000         12/31/98       Purchase       $    1,468.80
</TABLE>





- -------------------------------




<PAGE>

Page 5

ITEM 4.   PURPOSE OF TRANSACTION

     All of the additional shares of Common Stock acquired by Mr. Curci were
acquired for investment purposes and not with a view toward distribution.  Mr.
Curci does  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.


ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER. 

     (a) Mr. Curci as Trustee owns 1,003,829 shares of Common Stock.   Mr. Curci
also holds the 1,000,000 shares of Common stock as trustee for the benefit of
his children.  The total of the foregoing amount, shares, constitutes 2,003,829
of the outstanding common stock.

     (b) Mr. Curci has the right to vote the 1,003,829 shares of Common Stock 
held in the Curci Revocable Trust.  Mr. Curci has the right to vote an
additional 1,000,000 shares of Common Stock he holds as Trustee. 

     (c) Transactions involving the common stock are described in Item 3.

     (d) No person other than Mr. Curci 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. 

     (e) Not applicable.


ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR   
          RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
          ISSUER. 


     Except as described above, Mr. Curci is not 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.

<PAGE>

Page 6

ITEM 7.   EXHIBITS. 

          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:     1/11/99                       /s/ Mark F. Spiro
          -------------------------     ------------------------------
                                        Mark F. Spiro
                                        Vice President, Corporate Secretary





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