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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Calton, Inc.
(Name of Issuer)
Common Stock,
par value $.01 per share
(Title of Class of Securities)
131380 20 6
(CUSIP Number)
Patricia A. Maher, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
(212) 902-1000
________________________________
(Name, address and telephone number of person authorized
to receive notices and communications)
February 12, 1994
(Date of Event which requires Filing of this Statement)
If a 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: [ ]
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____________________
CUSIP NO.
131380 20 6
____________________
____________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Goldman, Sachs & Co.
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
____________________________________________________________
3. SEC Use Only
____________________________________________________________
4. Source of Funds
00
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
[x]
____________________________________________________________
6. Citizenship or Place of Organization
New York
Number of 7. Sole Voting Power
Shares -0-
Beneficially 8. Shared Voting Power
Owned By 2,448,810
Each 9. Sole Dispositive Power
Reporting -0-
Person 10. Shared Dispositive Power
With 2,448,810
____________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,448,810
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
____________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
10.3%
14. Type of Reporting Person
BD-PN
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____________________
CUSIP NO.
131380 20 6
____________________
____________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Goldman Sachs Group, L.P.
2. Check the Appropriate Box if a Member of a Group [3]
(a) [ ]
(b) [ ]
____________________________________________________________
3. SEC Use Only
____________________________________________________________
4. Source of Funds
00
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
[ ]
____________________________________________________________
6. Citizenship or Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares -0-
Beneficially 8. Shared Voting Power
Owned By 2,448,810
Each 9. Sole Dispositive Power
Reporting -0-
Person 10. Shared Dispositive Power
With 2,448,810
____________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,448,810
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
____________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
10.3%
14. Type of Reporting Person
HC-PN
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Item 1. Security and Issuer.
This Amendment No. 1 to the Statement on Schedule 13D relates
to the beneficial ownership by Goldman, Sachs & Co. ("Goldman Sachs") of
shares of the common stock, par value $.01 per share (the "Common Stock"),
of Calton, Inc., a New Jersey corporation (the "Company"). Goldman Sachs
beneficially owns 2,448,810 shares of Common Stock (the "Shares"),
including 366,210 shares of Common Stock issuable after April 13, 1994 and
up to May 13, 1994 upon exercise of warrants to purchase Common Stock.
The principal executive offices of the Company are located at
500 Craig Road, Manalapan, New Jersey 07726-8790.
Item 2. Identity and Background.
This statement is being filed by Goldman Sachs and The Goldman
Sachs Group, L.P. ("GS Group").*
The business address of each of Goldman Sachs and GS Group is
85 Broad Street, New York, New York 10004. Goldman Sachs, a New York
limited partnership, is an investment banking firm and a member of the New
York Stock Exchange, Inc. and other national securities exchanges. GS
Group, one of the general partners of Goldman Sachs, owns a 99% interest in
Goldman Sachs. GS Group is a Delaware
* Neither the present filing nor anything contained
herein shall be construed as an admission that Goldman
Sachs or GS Group constitute a "person" for any purpose
other than Section 13(d) of the Securities Exchange Act
of 1934, or that Goldman Sachs and GS Group constitute
a "group" for any purpose.
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limited partnership and a holding partnership that engages (directly or
indirectly through subsidiaries or affiliated companies or both) in the
business of buying and selling securities, both foreign and domestic, and
in making investments on behalf of its partners. GS Group is controlled by
its general partners (which consist of the general partners of Goldman
Sachs other than GS Group) as a group, who have delegated to its Management
Committee the power to act on their behalf with respect to the management
of GS Group.
The name, business address, present principal occupation or
employment and citizenship of each of the general partners of Goldman Sachs
and of GS Group that is a natural person are set forth in Schedule I hereto
and are incorporated herein by reference. The name, state or place of
organization, principal business, address of principal business and address
of principal office of each of the general partners of Goldman Sachs (other
than GS Group) and of GS Group that is not a natural person are also set
forth in Schedule I hereto and incorporated herein by reference. The name,
business address, present principal occupation or employment and
citizenship of each controlling person, if any, director and executive
officer of each corporate general partner of Goldman Sachs are set forth in
Schedule II hereto and are incorporated herein by reference. The members
of the Management Committee of GS Group are
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those persons listed in Schedule I who have an asterisk marked next to
their name.
During the last five years, none of Goldman Sachs, GS Group,
and, to the knowledge of each of Goldman Sachs and GS Group, none of the
persons listed on Schedule I or Schedule II hereto, (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) except as set forth in Schedule III hereto, has been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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 securities
laws, or finding any violation with respect to such laws.
Item 3. Source and Amounts of Funds or other
Consideration.
Goldman Sachs acquired the Shares pursuant to a joint plan of
reorganization of the Company and certain of its subsidiaries under
Chapter 11, Title 11 of the United States Code (the "Plan of
Reorganization"), which was confirmed by the United States Bankruptcy Court
for the District of New Jersey on May 6, 1993, and which was consummated on
May 28, 1993.
Under the Plan of Reorganization, all holders of the Company's
12 5/8% Subordinated Notes due 1996
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("Subordinated Notes") received, for each $1,000 principal amount of
Subordinated Notes held, 356 shares of Common Stock and 62.6 warrants to
purchase Common Stock at an exercise price of $1.53 per share (the
"Warrants"). The Warrants may be exercised no earlier than April 13, 1994
and no later than May 13, 1994, and their exercise price is subject to
certain adjustments described in the Warrant Agreement among the Company,
Goldman Sachs and certain other parties, previously filed as Exhibit 3.
In the ordinary course of its business, Goldman Sachs held as
of May 6, 1993, $5,850,000 aggregate principal amount of Subordinated Notes
acquired in the course of its trading activities. Following consummation
of the Plan of Reorganization, these Subordinated Notes were converted into
2,082,600 shares of Common Stock and 366,210 Warrants.
None of the persons listed on Schedule I or Schedule II hereto
has contributed any funds or other consideration towards the acquisition of
the shares of Common Stock and the Warrants by Goldman Sachs, except as
they may have made capital contributions to Goldman Sachs as general
partners of Goldman Sachs.
Item 4. Purpose of the Transaction.
Goldman Sachs acquired beneficial ownership of the shares of
Common Stock and the Warrants held by it pursuant to the Plan of
Reorganization as part of the Company's efforts to restructure its
outstanding indebtedness.
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Pursuant to a Registration Rights Agreement, dated as of
May 28, 1993, among the Company, Goldman Sachs and certain other parties
(the "Registration Rights Agreement"), the Company filed a registration
statement on Form S-1 (the "Shelf Registration Statement") with the
Securities and Exchange Commission (the "Commission") on March 25, 1993.
Under the Shelf Registration Statement, all shares of Common Stock
(including shares issuable upon the exercise of Warrants), the Warrants and
shares of Redeemable Convertible Preferred Stock, $.10 par value (the
"Preferred Stock") of the Company were registered in connection with
resales of Common Stock, Warrants and Preferred Stock by the Company's
shareholders. The Company is obliged to keep the Shelf Registration
Statement effective for a period of three years from its effective date,
and, upon the request of parties to the Registration Rights Agreement who
own not less than 5% of the Common Stock, the Company shall be obliged to
amend the Shelf Registration Statement to provide for underwritten
offerings of Common Stock. In addition, the Registration Rights Agreement
provides certain parties (including Goldman Sachs) "piggyback" registration
rights which will entitle such parties to have all or a portion of the
Common Stock (and the Common Stock issuable upon the exercise of the
Warrants), and the Warrants, included in any underwritten public offering
of Common Stock conducted by the Company, or in any registered public
offering conducted by the Company
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within five years of the date of the Registration Rights Agreement.
Goldman Sachs intends to exercise its resale rights with respect to shares
of Common Stock and Warrants under the Shelf Registration Statement, from
time to time, as it deems appropriate in light of the sale terms offered to
Goldman Sachs, as well as other facts and circumstances prevailing, at such
time.
Except as set forth above, none of Goldman Sachs, GS Group or,
to the knowledge of Goldman Sachs or GS Group, any of the persons listed on
Schedule I or Schedule II hereto has any present plans or intentions which
would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. Each of Goldman
Sachs and GS Group, however, expects to evaluate on an ongoing basis the
Company's financial condition, business, operations and prospects and their
interest in, and intentions with respect to, the Company. Accordingly,
each of Goldman Sachs and GS Group reserves the right to change its plans
and intentions at any time, as it deems appropriate. To the knowledge of
each of Goldman Sachs and GS Group, each of the persons listed on
Schedule I or Schedule II hereto may make the same evaluation and may have
the same reservation.
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Item 5. Interest in Securities of the Issuer.
(a) Goldman Sachs and GS Group hold beneficial ownership of
the shares of Common Stock set forth in Schedule IV hereto, and of the
percentage of shares of Common Stock outstanding as of the close of
business on the date set forth in such Schedule IV. The percentage of
shares of Common Stock beneficially owned by Goldman Sachs and GS Group is
based on the number of shares of Common Stock outstanding as reported to be
outstanding as of October 1, 1993 in the Company's Quarterly Report on Form
10-Q for the quarter ended August 31, 1994 plus the number of shares of
Common Stock deemed to be beneficially owned by Goldman Sachs and GS Group
as a result of the exercisability of the Warrants. To the knowledge of
each of Goldman Sachs and GS Group, the persons listed on Schedule I or
Schedule II hereto own no shares of Common Stock.
(b) Goldman Sachs and GS Group may be deemed to share the
power to vote or direct the vote and to dispose or to direct the
disposition of the shares of Common Stock beneficially owned by them. To
the knowledge of each of Goldman Sachs and GS Group, each of the persons
listed in Schedule I or Schedule II hereto has the sole power to vote or
direct the vote and to dispose or to direct the disposition of the shares
of Common Stock, if any, beneficially owned by such person.
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(c) None of Goldman Sachs, GS Group and, to the knowledge of
each of Goldman Sachs and GS Group, none of the persons listed on
Schedule I or Schedule II hereto, has been party to any transaction in the
Common Stock during the sixty-day period ending on the date of this
Statement on Schedule 13D.
(d) No other Person is known by either Goldman Sachs or
GS Group to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any shares of Common
Stock beneficially owned by Goldman Sachs or GS Group, or by any of the
persons listed on Schedule I or Schedule II hereto.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to
Securities of the Issuer.
Goldman Sachs is a party to the Warrant Agreement, dated as of
May 28, 1993, executed by the Company in accordance with the Plan of
Reorganization. Under the Warrant Agreement, each Warrant shall be
exercisable at a price of $1.53, subject to adjustment as provided in the
Warrant Agreement, and may be exercised in whole or in increments of
100 shares no earlier than April 13, 1994 and no later than May 13, 1994.
The date on which shares of Common Stock shall be delivered upon the
exercise of any Warrants is May 28, 1994. The Warrants are freely
transferable.
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As indicated in the response to Item 4, Goldman Sachs is also a
party to the Registration Rights Agreement, pursuant to which the Company
has filed its Shelf Registration Statement with respect to all of the
Company's Common Stock, Warrants and Preferred Stock. The Registration
Rights Agreement obliges the Company to keep the Shelf Registration
Statement effective for a period of three years from its effective date.
Also, pursuant to the Registration Rights Agreement, upon the request of
parties to the Registration Rights Agreement who own not less than 5% of
the outstanding Common Stock (on a fully diluted basis), the Company will
be obliged to amend the Shelf Registration Statement to provide for
underwritten offerings of Common Stock. In addition, the Registration
Rights Agreement provides for certain "piggyback" rights which will entitle
the selling securityholders under the Shelf Registration Statement (the
"Selling Securityholders") to have all or a portion of the Common Stock,
Warrants and Preferred Stock owned by them, and the Common Stock issuable
upon the exercise of Warrants or upon the conversion of Preferred Stock or
certain notes issued by the Company, included in any underwritten public
offering of Common Stock conducted by the Company, or in any registered
public offering conducted by the Company within five years of the date of
the Registration Rights Agreement. Under the Registration Rights
Agreement, the Company is obligated to
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bear the expenses incurred by it in connection with any registration
effected pursuant to the Registration Rights Agreement, subject to certain
exceptions. Under certain circumstances, the Company is also obligated to
indemnify the Selling Securityholders and underwriters against certain
liabilities arising out of or incident to a registration effected pursuant
to the terms of the Registration Rights Agreement.
The foregoing descriptions are qualified in their entirety by
reference to Item 4 and the exhibits listed under Item 7 hereof, which are
incorporated herein by reference.
Except as described herein, none of Goldman Sachs, GS Group
and, to the knowledge of each of Goldman Sachs and GS Group, none of the
persons listed on Schedule I or Schedule II hereto is a party to any
contract, arrangement, understanding or relationship with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
(1) Joint Filing Agreement.
(2) Warrant Agreement, dated as of May 28, 1993, by and between the
Company, in favor of each of the Persons acquiring Warrants in
accordance with the Plan of Reorganization, dated January 12,
1993,
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confirmed by the United States Bankruptcy Court for the District of New
Jersey on May 6, 1993.*
(3) Registration Rights Agreement, dated as of May 28, 1993 by and
among the Company and each of the Persons named on Schedule A
thereto.*
* Previously filed
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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.
THE GOLDMAN SACHS GROUP, L.P.
By /s/ David DeLucia
Name: David DeLucia
Title: General Partner
Dated: April 25, 1994
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SCHEDULE I
The following table sets forth the name of each of the general
partners of Goldman, Sachs & Co. (other than The Goldman Sachs
Group, L.P.) and of The Goldman Sachs Group, L.P. Unless
otherwise indicated, the business address of each person listed
below is 85 Broad Street, New York, NY 10004, and, unless
otherwise indicated, each natural person listed below is a
citizen of the United States of America. Nobuyoshi John Ehara
Inc., Jun Makihara Inc. and Masanori Mochida Inc., the only
corporate general partners of Goldman, Sachs & Co. and The
Goldman Sachs Group, L.P., are each incorporated in the State
of Delaware. The principal occupation of each natural person
listed below and the principal business of each of Nobuyoshi
John Ehara Inc., Jun Makihara Inc. and Masanori Mochida Inc.,
is as a general partner of Goldman, Sachs & Co. The persons
listed below who have an asterisk marked next to their name are
members of the Management Committee of The Goldman Sachs
Group, L.P.
Name and Citizenship Business Address
The persons listed below who have an asterisk marked next to their name are
members of the Management Committee of The Goldman Sachs Group, L.P.
Stephen Friedman*
Eric P. Sheinberg
Roy J. Zuckerberg*
David C. Clapp
David M. Silfen*
Jon Z. Corzine*
Eugene V. Fife* 133 Fleet Street
London EC4A 2BB, England
Richard M. Hayden 133 Fleet Street
London EC4A 2BB, England
Robert J. Hurst*
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William J. Kealy
Howard A. Silverstein
Howard C. Katz
Michael R. Armellino
Peter K. Barker 333 South Grand Avenue
Los Angeles, CA 90071
Eric S. Dobkin
David A. George*
Willard J. Overlock, Jr.*
Henry M. Paulson, Jr.* 4900 Sears Tower
Chicago, IL 60606
Mark O. Winkelman*
Netherlands
Richard S. Atlas 333 South Grand Avenue
Los Angeles, CA 90071
Jonathan L. Cohen
John R. Farmer 133 Fleet Street
London EC4A 2BB, England
Fredric B. Garonzik 133 Fleet Street
London EC4A 2BB, England
Kevin W. Kennedy
William C. Landreth 555 California Street
San Francisco, CA 94104
Daniel M. Neidich
Gary D. Rose
Edward Spiegel
Fischer Black
Robert A. Cenci
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Robert F. Cummings, Jr.
Charles A. Davis
Angelo DeCaro
David F. DeLucia
Steven G. Einhorn
Joseph H. Ellis
Wade Fetzer III 4900 Sears Tower
Chicago, IL 60606
David B. Ford
Robert M. Giordano
John A. Golden
Richard W. Herbst
Henry James 12-32 Akasaka 1-chome
Minato-ku, Tokyo 107
Japan
David M. Leuschen
Jeanette W. Loeb
Michael R. Lynch
Michael D. McCarthy
Donald C. Opatrny, Jr.
R. Ralph Parks, Jr.
Edward A. Poppiti, Jr.
Gary L. Seevers
Alan A. Shuch
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Thomas E. Tuft
Artur Walther Messe Turm, D-6000
Federal Republic of Germany Frankfurt am Main 1, Germany
Garland E. Wood
Robert J. Katz*
Michael P. Mortara
Henry C. Barkhorn III
Lloyd C. Blankfein
Frank P. Brosens
John P. Curtin, Jr.
Gavyn Davies 133 Fleet Street
United Kingdom London EC4A 2BB, England
Dexter D. Earle
Nobuyoshi John Ehara 12-32, Akasaka 1-chome
Japan Minato-ku, Tokyo 107, Japan
Nobuyoshi John Ehara Inc. 12-32 Akasaka 1-chome
Minato-ku, Tokyo 107, Japan
J. Christopher Flowers
Gary Gensler 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107, Japan
John F. Gilmore, Jr. 4900 Sears Tower
Chicago, IL 60606
Charles T. Harris III
Thomas J. Healey
Stephen Hendel
Robert E. Higgins
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Ernest S. Liu
Robert I. Lund 4900 Sears Tower
Chicago, IL 60606
Eff W. Martin 555 California Street
San Francisco, CA 94104
Charles B. Mayer, Jr.
Michael J. O'Brien 133 Fleet Street
United Kingdom London EC4A 2BB, England
Mark Schwartz
Stephen M. Semlitz
Robert K. Steel 133 Fleet Street
London EC4A 2BB, England
Daniel J. Sullivan, Jr. 53 State Street, 13th Floor
Boston, MA 02109
John A. Thain
John L. Thornton 133 Fleet Street
London EC4A 2BB, England
Moses K. Tsang 15 Queen's Road Central
Hong Kong
Bracebridge H. Young, Jr. 133 Fleet Street
London EC4A 2BB, England
Joseph R. Zimmel
Barry L. Zubrow
Gary L. Zwerling
Jonathan R. Aisbitt 133 Fleet Street
United Kingdom London EC4A 2BB, England
Andrew M. Alper
William J. Buckley
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Frank L. Coulson, Jr.
Connie Kadrovach Duckworth 4900 Sears Tower
Chicago, IL 60606
Richard A. Friedman
Alan R. Gillespie 133 Fleet Street
United Kingdom London EC4A 2BB, England
Joseph H. Gleberman
Jacob D. Goldfield
Steven M. Heller
Ann F. Kaplan
Robert S. Kaplan
Peter D. Kiernan III
John P. McNulty
T. Willem Mesdag 133 Fleet Street
London EC4A 2BB, England
Gaetano J. Muzio
Robin Illgen Neustein
Timothy J. O'Neill
Scott M. Pinkus
John J. Powers
Stephen D. Quinn
Arthur J. Reimers 133 Fleet Street
London EC4A 2BB, England
James P. Riley, Jr.
Richard A. Sapp 133 Fleet Street
London EC4A 2BB, England
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Bernard M. Sussman
Donald F. Textor
Thomas B. Walker III
Patrick J. Ward 133 Fleet Street
London EC4A 2BB, England
Jeffrey M. Weingarten 133 Fleet Street
London EC4A 2BB, England
Jon Winkelried
Richard Witten
Gregory K. Palm
Carlos A. Cordeiro 133 Fleet Street
London EC4A 2BB, England
John O. Downing 133 Fleet Street
London EC4A 2BB, England
W. Mark Evans 3 Garden Road Central
Canada Hong Kong
Michael D. Fascitelli
Sylvain M. Hefes 133 Fleet Street
France London EC4A 2BB, England
Reuben Jeffery III 133 Fleet Street
London EC4A 2BB, England
Lawrence H. Linden
Jun Makihara 12-32 Akasaka 1-chome
Japan Minato-ku, Tokyo 107, Japan
Jun Makihara Inc.
Masanori Mochida 12-32 Akasaka 1-chome
Japan Minato-ku, Tokyo 107, Japan
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Masanori Mochida Inc.
Robert B. Morris III 555 California Street
San Francisco, CA 94014
Philip D. Murphy Messe Turm, D-6000
Frankfurt am Main 1, Germany
Suzanne M. Nora Johnson 333 South Grand Avenue
Los Angeles, CA 90071
Terence M. O'Toole
Carl G.E. Palmstierna 133 Fleet Street
Sweden London EC4A 2BB, England
Michael G. Rantz
J. David Rogers
Joseph Sassoon 133 Fleet Street
Israel London EC4A 2BB, England
Peter Savitz 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107, Japan
Charles B. Seelig Jr.
Ralph F. Severson 555 California Street
San Francisco, CA 94104
Gene T. Sykes 333 South Grand Avenue
Los Angeles, CA 90071
Gary A. Syman 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107, Japan
Leslie C. Tortora
John L. Townsend
Lee G. Vance 133 Fleet Street
London EC4A 2BB, England
David A. Viniar
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John S. Weinberg
Peter A. Weinberg
Laurence M. Weiss
George W. Wellde Jr.
Jaime E. Yordan
Sharmin Mossauar-Rahmani
United Kingdom
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SCHEDULE II
The name, business address, present principal occupation or
employment and citizenship of each controlling person, if any, director and
executive officer of each general partner of Goldman Sachs & Co. or The
Goldman Sachs Group that is a corporation are set forth below.
I. Nobuyoshi John Ehara Inc.
Nobuyoshi John Ehara Inc. is controlled by Nobuyoshi John Ehara, its
President and one of its directors. The business address of each person
listed below other than Nobuyoshi John Ehara is 85 Broad Street, New York,
New York 10004, and each such person is a citizen of the United States of
America. The business address of Nobuyoshi John Ehara, a citizen of Japan,
is the Ark Mori Building, 1-12-32, Akasaka, Minato-Ku, Tokyo 107, Japan.
Name and Position Present
Business Address Principal Occupation
Robert J. Katz Chairman of General Partner of Goldman,
the Board Sachs & Co.
Stuart J. Schlesinger Vice Chairman Limited Parter of Goldman,
of the Board Sachs & Co.
Nobuyoshi John Ehara President and General Partner of Goldman,
Director Sachs & Co.
James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.
II. Masanori Mochida Inc.
Masanori Mochida Inc. is controlled by Masanori Mochida, its
President and one of its directors. The business address of each person
listed below other than Masanori Mochida is 85 Broad Street, New York, New
York 10004, and each such person is a citizen of the United States of
America. The business address of Masanori Mochida, a citizen of Japan, is
12-32, Akasaka 1-chome, Minato-ku, Tokyo 107, Japan.
Name and Present
Business Address Position Principal Occupation
Robert J. Katz Chairman of General Partner of Goldman,
the Board Sachs & Co.
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Stuart J. Schlesinger Vice Chairman Limited Parter of Goldman,
of the Board Sachs & Co.
and Treasurer
Masanori Mochida President and General Partner of Goldman,
Director Sachs & Co.
James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.
III. Jun Makihara Inc.
Jun Makihara Inc. is controlled by Jun Makihara, its President
and one of its directors. The business address of each person listed below
other than Jun Makihara is 85 Broad Street, New York, New York 10004, and
each such person is a citizen of the United States of America. The business
address of Jun Makihara, a citizen of Japan, is 333 South Grand Avenue, Los
Angeles, California 90071.
Name and Present
Business Address Position Principal Occupation
Robert J. Katz Chairman of General Partner of Goldman,
the Board Sachs & Co.
Stuart J. Schlesinger Vice Chairman Limited Parter of Goldman,
of the Board Sachs & Co.
and Treasurer
Jun Makihara President and General Partner of Goldman,
Director Sachs & Co.
James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.
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SCHEDULE III
In settlement of SEC Administrative Proceeding File No. 3-7646
In the Matter of the Distribution of Securities Issued by Certain
Government Sponsored Enterprises, Goldman, Sachs & Co., (the "Firm")
without admitting or denying the findings consented to the entry of an
Order dated January 16, 1992 along with numerous other securities firms.
The SEC found that the Firm in connection with its participation in the
primary distributions of certain unsecured debt securities issued by
Government Sponsored Enterprises ("GSEs") made and kept certain records
that did not accurately reflect the Firm's customers' orders for GSEs'
securities and/or offers, purchases or sales by the Firm of the GSEs'
securities effected by the Firm in violation of Section 17(a) of the
Exchange Act and 17 C.F.R. sec.sec. 240.17a-3 and 240.17a-4.
The Firm was ordered to cease and desist from committing or causing
future violations of the aforementioned sections of the Exchange Act in
connection with any primary distributions of unsecured debt securities
issued by the GSEs, pay a civil money penalty to the United States Treasury
in the amount of $100,000 and maintain policies and procedures reasonably
designed to ensure the Firm's future compliance with the aforementioned
sections of the Exchange Act in connection with any primary distributions
of unsecured debt securities issued by the GSEs.
In SEC Administrative Proceeding File No.3-8282 In the Matter of
Goldman, Sachs & Co., the Firm without admitting or denying the
allegations settled administrative proceedings involving alleged books and
records and supervisory violations relating to eleven trades in the
secondary markets for U.S. Treasury securities in 1985 and 1986. The SEC
alleged that the Firm had failed to maintain certain records required
pursuant to Section 17(a) of the Exchange Act and had also failed to
supervise activities relating to the aforementioned trades in violation of
Section 15(b)(4)(E) of the Exchange Act.
The Firm was ordered to cease and desist from committing or causing
any violation of the aforementioned sections of the Exchange Act, pay a
civil money penalty to the SEC in the amount of $250,000 and establish
policies and procedures reasonably designed to assure compliance with
Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder.
<PAGE>
<PAGE> 28
SCHEDULE IV
As of the close of business on April 25, 1994, Goldman Sachs
held in the aggregate 2,082,600 shares of Common Stock of Calton, Inc. The
shares of Common Stock of Calton, Inc. held by Goldman Sachs on such date
constituted 8.9% of such Common Stock then outstanding. Goldman Sachs also
held warrants to purchase an additional 366,210 shares of Common Stock, or
approximately 1.5% of the Common Stock outstanding and issuable upon
exercise of the Goldman Sachs warrants.
Goldman Sachs acquired beneficial ownership of such shares of
Common Stock in connection with a joint plan of reorganization of Calton,
Inc. and certain of its subsidiaries under Chapter 11, Title 11 of the
United States Code, which was confirmed by the United States Bankruptcy
Court for the district of New York on May 6, 1993 and consummated on May
28, 1993. Under the joint plan of reorganization, the $5,850,000 aggregate
principal amount of 12-5/8% Subordinated Notes due 1996 held by Goldman
Sachs were converted into 2,082,600 shares of Common Stock and 366,210
Warrants to purchase Common Stock.
<PAGE>
<PAGE> 29
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
<S> <C> <C>
(99) Joint Filing Agreement
(2) Warrant Agreement, dated as of May 28, 1993, by and between the *
Company, in favor of each of the Persons acquiring Warrants in
accordance with the Plan of Reorganization, dated January 12, 1993,
confirmed by the United States Bankruptcy Court for the District of
New Jersey on May 6, 1993
(3) Registration Rights Agreement, dated as of May 28, 1993 by and *
among the Company and each of the Persons named on Schedule A
thereto
<FN>
* Previously filed
</TABLE>
<PAGE> 1
EXHIBIT 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, the undersigned agree to the joint filing
of a Statement on Schedule 13D (including any and all amendments thereto)
with respect to the shares of common stock, par value $.01 per share, of
Calton, Inc., and further agree that this Joint Filing Agreement be
included as an Exhibit thereto. In addition, each party to this Agreement
expressly authorizes each other party to this Agreement to file on its
behalf any and all amendments to such Statement. In evidence thereof the
undersigned, being duly authorized, hereby executes this Agreement this 25th
day of April, 1994.
The Goldman Sachs Group, L.P.
By /s/ David DeLucia
Name: David DeLucia
Title: General Partner
Goldman, Sachs & Co.
By /s/ David DeLucia
Name: David DeLucia
Title: General Partner
