U.S. SECURITIES & EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D - AMENDMENT #5
Under the Securities Exchange Act of 1934
Calton, Inc.
(Name of Issuer)
Common Stock
(Title of Class Securities)
131380206
(CUSIP Number)
Frederick J. Jaindl et al
Jaindl Farms
Atten. Mark W. Jaindl
3150 Coffeetown Road, Orefield, PA 18069
(610) 395-3333
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
October 15, 1998
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13D 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 ( x ).
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 less of less than five percent of such class.
See Rule 13d-7.)
The information required on the remainder of this cover page
shall not be deemed to "file" 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.
Cusip No. 131380206
1) Names of Persons S.S. or I.R.S. Identification
Nos. of Above Persons:
Frederick John Jaindl - SSN ###-##-####
____________________________________________________________
_________________
2) Check the Appropriate Box if a Member of a Group
(See Instruction): __________
(a)_______
(b) X
____________________________________________________________
_________________
3) SEC Use Only______
____________________________________________________________
_________________
4) Source of Funds (See Instructions) PF00
____________________________________________________________
_________________
5) Check if Disclosure of Legal Proceedings is
Required
Pursuant to items 2 (d) or (e): N/A
____________________________________________________________
_________________
6) Citizenship or Place of Organization: US U.S.
____________________________________________________________
_________________
Number of 7) Sole Voting Power: 2,050,150
Shares Bene-
____________________________________________________________
____
ficially
Owned by 8) Shared Voting Power: N/ A
Each Report-
____________________________________________________________
____
ing Person 9) Sole Dispositive Power: 2,050,150
With________________________________________________________
________________
10) Shared Dispositive Power:
____________________________________________________________
_________________
____________________________________________________________
______________
11) Aggregate Amount Beneficially Owned by Each
Reporting
Person: 2,050,150 shares
____________________________________________________________
________________
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: Yes No XX N/A
____________________________________________________________
_________________
13) Percent of Class Represented by Amount in Row (11)
7.68%
____________________________________________________________
_________________
14) Type of Reporting Person (See Instructions): INN
____________________________________________________________
_________________
-2-
Cusip No. 131380206
1) Names of Persons S.S. or I.R.S. Identification
Nos. of Above Persons:
Mark W. Jaindl - SSN ###-##-####
____________________________________________________________
_________________
2) Check the Appropriate Box if a Member of a Group
(See Instruction): __________
(a)_______
(b) X
____________________________________________________________
_________________
3) SEC Use Only___________
____________________________________________________________
_________________
4) Source of Funds: PF: 00
____________________________________________________________
_________________
5) Check if Disclosure of Legal Proceedings is
Required
Pursuant to items 2 (d) or (e): Yes No XX N/A
____________________________________________________________
_________________
6) Citizenship or Place of Organization: US U.S.
____________________________________________________________
_________________
Number of 7) Sole Voting Power: 192,500
Shares Bene-
____________________________________________________________
____
ficially
Owned by 8) Shared Voting Power: N/ A
Each Report-
____________________________________________________________
____
ing Person 9) Sole Dispositive Power: 192,500
With________________________________________________________
________________
10) Shared Dispositive Power:
_________________________________________
____________________________________________________________
_________________
11) Aggregate Amount Beneficially Owned by Each
Reporting
Person: 192,500 shares
____________________________________________________________
________________
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares Yes No XX N/A
____________________________________________________________
_________________
13) Percent of Class Represented by Amount in Row (11)
.72%
____________________________________________________________
_________________
14) Type of Reporting Person (See Instructions): INN
____________________________________________________________
_________________
-3-
Item 1. .
This Schedule 13D filing relates to the common stock,
$.01 par value, of Calton, Inc. a residential home builder
having its principal business offices at 500 Craig Road,
Manalapan, NJ 07726-8790 (the "Company").
Item 2. Identity and Background
(a) This statement is being filed by Frederick
J. Jaindl and Mark W. Jaindl.
(b) Frederick J. Jaindl's principal business address is
Jaindl Farms, 3150 Coffeetown Road, Orefield, PA 18069.
Mark W. Jaindl's principal business address is American Bank
of the Lehigh Valley, 4029 W. Tilghman Street, Allentown PA
18104.
(c) Fred Jaindl's present principal occupation is as
the sole proprietor of Jaindl Farms and the principal
shareholder and chief executive officer of Jaindl's Inc.
Both of these businesses have their principal offices at
3150 Coffeetown Road, Orefield, PA 18069. Fred Jaindl is
the Chairman and Mark Jaindl is the President and Chief
Executive Officer of American Bank of the Lehigh Valley, a
commercial bank whose principal business address is 4029
West Tilghman Street, Allentown PA 18104.
(d) During the past five years neither Fred Jaindl, nor
Mark Jaindl have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years neither Fred Jaindl, nor
Mark Jaindl have been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and as a result of which was subject to a judgement, 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.
(f) Frederick J. Jaindl and Mark W. Jaindl are U.S.
citizens.
Item 3. Source and Amount of Funds or Other
Consideration.
Frederick J. Jaindl has business interests ranging from
turkey farming to real estate development. In the regular
course of these businesses, he borrows funds from various
lenders to finance their daily operations. Since most of
these businesses are structured as sole proprietorships and
corporations controlled by Mr. Jaindl, he typically
reinvests back into his operations most of the net profits
generated by these entities or by any personal investments
he routinely makes. From time to time he recovers the
equity invested in his businesses either by taking
distributions from current profits or by financing assets
held by one of his business entities, thereby allowing him
to realize a portion of the equity accumulated in those
assets without having to sell them. The personal funds he
has used and may use in the future to purchase shares of
common stock of the Company have been generated from the
equity and profits he accumulates in his various businesses
as described above.
Fred Jaindl and Mark Jaindl have in the past borrowed funds
to purchase investments or to finance their other business
interest's. Fred Jaindl and Mark Jaindl may in the future
borrow funds to purchase additional shares of the Company's
common stock or to finance their other business interests,
which loans may be secured by pledges of the Company's
common stock.
4.
Item 4. Purpose of Transaction.
Fred Jaindl and Mark Jaindl have purchased these shares
for investment purposes and have no current plans that would
result in any actions enumerated in the Schedule 13d
instructions for this Item 4. However, they may acquire or
sell shares of the Company common stock if attractive
investment opportunities become available in the future.
Item 5. Interest in Securities of the Issuer.
(a) Fred Jaindl and Mark Jaindl own 2,050,150 and
192,500 shares respectively of common stock of the Company.
In total, these 2,242,650 shares constitute 8.4% of the
26,689,000 shares of Company common stock outstanding as of
August 31, 1998.
(b) Fred Jaindl and Mark Jaindl have the sole voting
and dispositive power of 2,050,150 and 192,500 respectively
of common stock they hold.
(c) The following transactions were effected by or on
behalf of each of the above during the past sixty days:
action
Frederick J. Jaindl
Date Shares Price
10/12/98 75,000 $.75
Open Market
10/14/98 20,000 $.75
Open Market
10/15/98 315,000 $.75
Open Market
Mark W. Jaindl
Date Shares Price
10/12/98 20,000 $.75
Open Market
10/13/98 10,000 $.75
Open Market
10/13/98 70,000 $.75
Open Market
(d) Not applicable
(e) Not applicable
(f) Not applicable.
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.
October 16, 1998
________________________________________
Signature
Mark W. Jaindl
5.
