SCHEDULE 13D
Amendment No. 5
Calton, Inc.
common stock
Cusip # 131380206
Filing Fee: No
Cusip # 131380206
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 559,372
Item 8: None
Item 9: 559,372
Item 10: None
Item 11: 559,372
Item 13: 2.38%
Item 14: HC
PREAMBLE
The Schedule 13D, dated June 8, 1993, and amended October 20, 1993,
November 5, 1993, January 14, 1994, and January 25, 1994, filed by FMR Corp.
("FMR") with respect to the common stock, $0.01 par value per share (the
"Shares") of Calton, Inc. (the "Company") is hereby amended as set forth
below. The shares to which it relates are owned by one fund managed by
Fidelity Management Trust Company.
Item 1. Security and Issuer.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts Corporation
("FMR"). FMR is a holding company one of whose principal assets is the
capital stock of a wholly-owned subsidiary, Fidelity Management & Research
Company ("Fidelity"), which is also a Massachusetts corporation. Fidelity is
an investment adviser which is registered under Section 203 of the Investment
Advisers Act of 1940 and which provides investment advisory services to more
than 30 investment companies which are registered under Section 8 of the
Investment Company Act of 1940 (the "Fidelity Funds"). Fidelity Management
Trust Company ("FMTC"), a wholly-owned subsidiary of FMR Corp. and a bank as
defined in Section 3(a)(6) of the Securities Exchange Act of 1934, serves as
trustee or managing agent for various private investment accounts, primarily
employee benefit plans. Various directly or indirectly held subsidiaries of
FMR are also engaged in investment management, venture capital asset
management, securities brokerage, transfer and shareholder servicing and real
estate development. The principal offices of FMR and Fidelity are located at
82 Devonshire Street, Boston, Massachusetts 02109.
Edward C. Johnson 3d owns 34.0% of the outstanding voting common stock
of FMR. Mr. Johnson 3d is Chairman of FMR Corp. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A hereto.
The Shares to which this statement relates are owned directly by none of
the Fidelity Funds (the"Fidelity Fund") and by one fund managed by FMTC (the
"Fund").
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to , federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Considerations.
Item 3 is amended as follows:
The Fidelity Funds received 5,220,133 Shares of common stock pursuant to
the company's prepackaged plan of reorganization filed under Chapter 11 of the
United States Bankruptcy Code (the "Prepackaged Plan"). The Fidelity Funds
which own or owned shares purchased in the aggregate 12,000 shares for cash
in the amount of approximately $25,540 , including brokerage commissions.
Proceeds from 5,194,514 shares sold aggregated approximately $9,873,075 .
The number of shares held by the Fidelity Funds no longer includes 37,619
shares from the assumed conversion of $38,750 principal amount of the 11%
Notes because the Note matured on September 30, 1993. On April 13, 1994, the
number of common shares held by the Fidelity Funds increased by the amount of
734,924 shares due to the conversion of the convertible preferred stock. The
Funds used their own assets in making such purchase and no part of the
purchase price is represented by borrowed funds. The attached Schedule B sets
forth shares purchased and/or sold since March 13, 1994.
The Fund managed by FMTC received 1,208,840 Shares of common stock
pursuant to the company's Prepackaged Plan. The Fund managed by FMTC received
proceeds from 643,400 shares sold aggregating approximately $1,517,273 . The
number of shares held by the Fund no longer includes 6,068 shares from the
assumed conversion of $125,000 principal amount of the 11% Notes because the
Note matured on September 30, 1993. On April 13, 1994, the number of common
shares held by the Fidelity Funds increased by the amount of 173,402 shares
due to the conversion of the convertible preferred stock.
Item 4. Purpose of Transaction.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
Although Item 5 assumes that FMR, Fidelity, and FMTC, beneficially own
all 3,328,086 shares, reference is made to Item 2 for a disclaimer of
beneficial ownership with respect to the securities which are "beneficially
owned" by the other corporations.
(a) FMR beneficially owns, through Fidelity, as investment adviser to
the Fidelity Fund, 0 shares, or approximately 0.00% of the outstanding shares
of the Company, and through FMTC, 559,372 shares, or approximately 2.38% of
the outstanding shares of the Company. Neither FMR, Fidelity, FMTC, nor any
of its affiliates nor, to the best knowledge of FMR, any of the persons name
in Schedule A hereto, beneficially owns any other Shares. The combined
holdings of FMR, Fidelity, and FMTC are 559,372 shares, or approximately
2.38% of the outstanding shares of the Company.
(b) FMR, through is control of Fidelity, investment adviser to the
Fidelity Funds, and the Funds each has sole power to dispose of the Shares.
FMTC has sole voting and dispositive power over 559,372 shares held by the
Fund.
(c) Except as set forth in Schedule B, neither FMR, or any of its
affiliates, nor, to the best knowledge of FMR, any of the persons named in
Schedule A hereto has effected any transaction in shares during the past sixty
(60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Inasmuch as FMR is no longer the beneficial owner of more than 5% of the
number of shares outstanding, FMR has no further reporting obligation under
Section 13(d) of the Securities Exchange Act of 1934 or the rules and
regulations promulgated by the Securities and Exchange Commission thereunder.
This statement speaks as of its date, and no inference should be drawn that no
change has occurred in the facts set forth herein after the date hereof.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Signature
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.
FMR Corp.
Date: June 6, 1994 By: /s/Arthur S. Loring
Arthur S. Loring
Vice President-Legal
Schedule A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The business
address of each person is 82 Devonshire Street, Boston, Massachusetts 02109,
and the address of the corporation or organization in which such employment is
conducted is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Director, Chairman of
the Board
CEO, Chairman & and CEO, FMR
Mng. Director
J. Gary Burkhead Director President-
Fidelity
Caleb Loring, Jr. Director, Mng. Director Director,
FMR
James C. Curvey Director, Sr. V.P. Sr.
V.P., FMR
William L. Byrnes Vice Chairman, Vice Chairman, FIL
Director & Mng. Director
Robert C. Pozen Sr. V.P. & Gen'l Counsel Sr.
V.P. & Gen'l Counsel
FMR
Mark Peterson Exec., V.P.-Management Exec., V.P.-
Management
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Administration Vice
Pres., Chief
Chief Financial Officer Financial Officer,
FMR
SCHEDULE B
CALTON, INC.
One Fidelity Fund sold shares since March 13, 1994 at the dates and at the
prices set forth below. The transactions were made for cash in open market
transactions or with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
05-11-94 2,707,214 $1.50
