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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 4
Calton, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
131380206
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(CUSIP Number)
Hans-Linhard Reich, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000
--------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 12, 1998
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
Page 1 of 9 pages
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CUSIP NO.
131380206
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Goldman, Sachs & Co.
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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
WC
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[X]
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6. Citizenship or Place of Organization
New York
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Number of 7. Sole Voting Power
Shares
Beneficially 0
Owned By ----------------------------
Each 8. Shared Voting Power
Reporting
Person With 654,500
----------------------------
9. Sole Dispositive Power
0
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10. Shared Dispositive Power
654,500
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
654,500
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row (11)
2.4%
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14. Type of Reporting Person
BD-PN-IA
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Page 2 of 9 pages
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CUSIP NO.
131380206
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Goldman Sachs Group, L.P.
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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
AF
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares
Beneficially 0
Owned By -----------------------------
Each 8. Shared Voting Power
Reporting
Person With 654,500
-----------------------------
9. Sole Dispositive Power
0
-----------------------------
10. Shared Dispositive Power
654,500
-----------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
654,500
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row (11)
2.4%
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14. Type of Reporting Person
HC-PN
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Page 3 of 9 pages
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AMENDMENT NO. 4 TO
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
CALTON, INC.
Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, L.P.
("GS Group", and together with Goldman Sachs, the "Filing Persons")/1/ hereby
amend the statement on Schedule 13D filed with respect to the common stock, par
value $.01 per share (the "Common Stock"), of Calton, Inc., a New Jersey
corporation (the "Company"), as most recently amended by Amendment No. 3 thereto
filed May 5, 1995 (as amended, the "Schedule 13D"). Unless otherwise indicated,
all capitalized terms used but not defined herein shall have the same meaning
ascribed to them in the Schedule 13D.
This Amendment No. 4 is being filed to report a decrease in the percentage
of the outstanding shares of Common Stock which may be deemed to be beneficially
owned by the Filing Persons which change was as a result of an increase in the
number of shares of Common Stock reported to be outstanding by the Company in
its most recent Quarterly Report on Form 10-Q for the quarter ended August 31,
1998 (the "Company's 10-Q"), relative to the number of shares of Common Stock
reported to be outstanding by the Company in its Quarterly Report on Form 10-Q
for the quarter ended February 28, 1995, and by a decrease in the number of
shares of Common Stock held by Goldman Sachs. As of October 12, 1998, as a
result of the foregoing, the Filing Persons ceased to be beneficial owners of
more than five percent of the Common Stock of the Company.
- ------------------
/1/Neither the present filing nor anything contained herein shall be construed
as an admission that any Filing Person constitutes a "person" for any purposes
other than Section 13(d) of the Securities Exchange Act of 1934.
Page 4 of 9 pages
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Item 1 is hereby amended and restated as follows:
Item 1. Security and Issuer
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This Amendment No. 4 to the Statement on Schedule 13D relates to the Common
Stock of the Company.
The principal executive offices of the Company are located at 500 Craig
Road, Manalapan, New Jersey 07726-8790.
Item 2 is hereby amended and restated as follows:
Item 2. Identity and Background
-----------------------
As of October 16, 1998, Goldman Sachs beneficially owned, and GS Group may
be deemed to have beneficially owned, 654,500 shares of Common Stock through
Goldman Sachs.
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
exchanges. GS Group, one of the general partners of Goldman Sachs, owns a 99%
interest in Goldman Sachs. GS Group is a Delaware limited partnership and a
holding partnership that (directly and indirectly through subsidiaries or
affiliated companies or both) is a leading investment banking organization. The
other general partner of Goldman Sachs is The Goldman, Sachs & Co. L.L.C., a
Delaware limited liability company ("GS L.L.C."), which is a wholly owned
subsidiary of GS Group and The Goldman Sachs Corporation, a Delaware corporation
("GS Corp."). GS Corp. is the sole general partner of GS Group. The principal
business address of each of Goldman Sachs, GS Group, GS Corp. and GS L.L.C. is
85 Broad Street, New York, New York 10004.
The name, business address, present principal occupation or employment and
citizenship of each director and of each member of the executive committee of GS
Corp. and GS L.L.C. and of each member of the executive committee of GS Group
and Goldman Sachs are set forth in in the amended Schedule I hereto, to read in
its entirety as attached hereto, and are incorporated herein by reference.
During the last five years, none of the Filing Persons, or, to the
knowledge of each of the Filing Persons, any of the persons listed on Schedule I
hereto, (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) except as set forth in Schedule III
to this Schedule 13D, 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 is hereby amended as follows:
Item 3. Source and Amount of Funds or Other Consideration
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Schedule IV hereto sets forth transactions in the Common Stock which have
been effected during the period from August 13, 1998 through October 16, 1998.
There were no shares of Common Stock purchased by the Filing Persons during this
period.
Page 5 of 9 pages
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Item 5 is hereby amended as follows:
Item 5. Interest in Securities of the Issuer
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(a) As of October 16, 1998, Goldman Sachs beneficially owned, and GS Group
may be deemed to have beneficially owned, an aggregate of 654,500 shares of
Common Stock, representing in the aggregate approximately 2.4% of the Common
Stock reported to be outstanding as of September 30, 1998 in the Company's 10-Q.
None of the Filing Persons or, to the knowledge of any of the Filing
Persons, any of the persons listed on Schedule I hereto, beneficially owns any
shares of Common Stock as of October 16, 1998 other than as set forth herein.
(c) Schedule IV sets forth transactions in the Common Stock which have been
effected during the period from August 13, 1998 through October 16, 1998. The
transactions in the Common Stock, described in Schedule IV, were effected by
Goldman Sachs on the American Stock Exchange.
Except as set forth on Schedule IV, no transactions in the Common Stock
were effected by Filing Persons, or, to the knowledge of any of the Filing
Persons, any of the persons listed on Schedule I hereto, during the period from
August 13, 1998 through October 16, 1998.
(d) Except for clients of Goldman Sachs who may 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 held in Managed Accounts, no other person is
known by any Filing Person 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 the Filing Persons.
(e) As of October 16, 1998, each of the Filing Persons had ceased to be the
beneficial owner of more than five percent of the Common Stock.
Page 6 of 9 pages
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SIGNATURE
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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.
Dated: October 19, 1998
GOLDMAN, SACHS & CO.
By:/s/ Hans-Linhard Reich
---------------------------
Name: Hans-Linhard Reich
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, L.P.
By:/s/ Hans-Linhard Reich
---------------------------
Name: Hans-Linhard Reich
Title: Attorney-in-fact
Page 7 of 9 pages
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<TABLE>
SCHEDULE I
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The name of each director of The Goldman Sachs Corporation and The Goldman, Sachs &
Co. L.L.C. and of each member of the executive committees of The Goldman Sachs Corporation, The
Goldman Sachs & Co. L.L.C., The Goldman Sachs Group, L.P. and Goldman, Sachs & Co. is set forth
below.
The business address of each person listed below except John L. Thornton is 85 Broad
Street, New York, NY 10004. The business address of John L. Thornton is 133 Fleet Street, London
EC4A 2BB, England. Each person is a citizen of the United States of America. The present
principal occupation or employment of each of the listed persons is as a managing director of
Goldman, Sachs & Co. or another Goldman Sachs operating entity and as a member of the executive
committee.
Jon Z. Corzine
Henry M. Paulson, Jr.
Roy J. Zuckerberg
Robert J. Hurst
John A. Thain
John L. Thornton
Page 8 of 9 pages
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SCHEDULE IV
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Calton, Inc.
Cusip No. 131380206
<CAPTION>
Purchases Sales Price Trade Date Settlement Date
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<S> <C> <C> <C> <C>
60,300 7/8 2-Oct-98 7-Oct-98
100,000 7/8 2-Oct-98 7-Oct-98
54,800 13/16 7-Oct-98 13-Oct-98
50,000 3/4 12-Oct-98 15-Oct-98
50,000 3/4 13-Oct-98 16-Oct-98
50,000 3/4 13-Oct-98 16-Oct-98
10,000 3/4 14-Oct-98 19-Oct-98
315,000 3/4 15-Oct-98 20-Oct-98
Page 9 of 9 pages
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