<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(A)
(Amendment No. 4)/1/
-
CALTON, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
- --------------------------------------------------------------------------------
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
131380 20 6
- --------------------------------------------------------------------------------
(CUSIP Number)
Michael D. Weiner, Esq.
Apollo Advisors, L.P.
1999 Avenue of the Stars
Los Angeles, California 90067
(310) 201-4100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 14, 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(e), 13d-1(f) or 13d-1(g), check the
following box [_].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
/1/ 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 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).
Page 1 of 5 Pages
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 131380 20 6 PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Home Partners, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
0 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0 shares of Common Stock
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 shares of Common Stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 shares of Common Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0 shares of Common Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0%
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TYPE OF REPORTING PERSON*
14
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
<PAGE>
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OR 1934, AS AMENDED
================================================================================
The Statement on Schedule 13D of Apollo Home Partners, L.P., a Delaware
limited partnership (the "Reporting Person), relating to the Common Stock, par
value $0.01 per share ("Common Stock"), of Calton, Inc., a Delaware corporation
("Calton"), initially filed on June 3, 1993, and amended by Amendment No. 1
thereto filed on June 8, 1993, Amendment No. 2 thereto filed on July 1, 1994,
and Amendment No. 3 thereto filed on November 22, 1995, is hereby amended as
follows:
Item 5. Interest in Securities of the Issuer.
- ------- ------------------------------------
Item 5 is hereby restated as follows:
(a) See the information contained on the cover page to this Schedule
13D which is incorporated herein by reference.
(b) See the information contained on the cover page to this Schedule
13D which is incorporated herein by reference.
(c) On December 14, 1998, the Reporting Person sold 886,000 shares of
Common Stock to each of Anthony J. Caldarone and Joyce P. Caldarone, or
1,772,000 shares in the aggregate, in a privately negotiated transaction. Mr.
and Ms. Caldarone each paid $996,750 for the shares, or $1,993,500 in the
aggregate, constituting a purchase price of $1.125 per share. These shares were
sold pursuant to a Purchase and Sale Agreement (the "Caldarone Purchase
Agreement").
On December 14, 1998, the Reporting Person also sold 886,000 shares of
Common Stock to Calton, in a privately negotiated transaction. Calton paid
$996,750 for the shares, constituting a purchase price of $1.125 per share.
These shares were sold pursuant to a Purchase and Sale Agreement (the "Calton
Purchase Agreement").
The foregoing descriptions do not purport to be complete and are
qualified in their entirety by reference to the Caldarone Purchase Agreement and
the Calton Purchase Agreement, a copy of each of which has been filed as an
exhibit to this Schedule 13D and is incorporated herein by reference.
(d) Not applicable.
(e) The Reporting Person ceased to be the beneficial owner of more
than five percent of the shares of Common Stock on December 14, 1998.
Page 3 of 5 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships With
- ------- -------------------------------------------------------------
Respect to the Securities of the Issuer.
--------------------------------------
Item 6 is hereby restated as follows:
Pursuant to the Caldarone Purchase Agreement, the Reporting Person has
agreed that it shall cause its nominee to deliver to Mr. and Ms. Caldarone, as
soon as practicable, an irrevocable proxy to vote the shares sold pursuant to
the Caldarone Purchase Agreement at the Special Meeting of Shareholders to be
held on December 30, 1998 in favor of the sale of Calton Homes, Inc. to Centex
Real Estate Corporation.
Pursuant to the Calton Purchase Agreement, the Reporting Person has
agreed that it shall cause its nominee to deliver to Calton, as soon as
practicable, an irrevocable proxy to vote the shares sold pursuant to the Calton
Purchase Agreement at the Special Meeting of Shareholders to be held on December
30, 1998 in favor of the sale of Calton Homes, Inc. to Centex Real Estate
Corporation.
The foregoing descriptions do not purport to be complete and are
qualified in their entirety by reference to the Caldarone Purchase Agreement and
the Calton Purchase Agreement, a copy of each of which has been filed as an
exhibit to this Schedule 13D and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
- ------- ---------------------------------
Item 7 is hereby amended by adding the following Exhibits:
Exhibit 7 Purchase and Sale Agreement dated as of December 7, 1998
between the Reporting Person and Anthony J. Caldarone and
Joyce P. Caldarone.
Exhibit 8 Purchase and Sale Agreement dated as of December 7, 1998
between the Reporting Person and Calton, Inc.
Page 4 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 14, 1998
APOLLO HOME PARTNERS, L.P.
By: AIF II, L.P., its General Partner
By: Apollo Advisors, L.P.,
its Managing General Partner
By: Apollo Capital Management, Inc.,
its General Partner
By: /s/ Michael D. Weiner
--------------------------
Name: Michael D. Weiner
Title: Vice President, Apollo Capital
Management, Inc.
Page 5 of 5 Pages
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EXHIBIT 7
PURCHASE AND SALE AGREEMENT
---------------------------
This Agreement (the "Agreement") is made and entered into as of
December 14, 1998 between Apollo Home Partners, L.P., a Delaware limited
partnership (hereinafter, the "Seller") and Anthony J. Caldarone ("Mr.
Caldarone"), an individual and a principal of Calton, Inc. (the "Company"), and
Joyce P. Caldarone, an individual (collectively, the "Buyers").
WHEREAS, Buyers desire to purchase and Seller desires to sell an
aggregate of 1,772,000 shares of Common Stock (the "Shares") of the Company as
set forth in EXHIBIT A hereto;
WHEREAS, Seller is also entering into an agreement with the Company to
sell 886,000 shares of the Common Stock of the Company to the Company
simultaneously herewith (the "Calton Sale").
NOW, THEREFORE, in consideration of the mutual covenants, agreements
and understandings herein contained, the parties hereto agree as follows:
1 Purchase and Sale.
-----------------
1.1 For and in consideration of the Purchase Price being paid to Seller
simultaneously herewith as provided in Section 1.2, Seller does hereby
irrevocably sell, assign, transfer and set over all of its right, title and
interest in and to 886,000 Shares to each of the Buyers.
1.2 For and in consideration of the sale, assignment and transfer of the
Shares to the Buyers as provided herein, simultaneously herewith each Buyer is
paying to the Seller an amount equal to $996,750 (the "Purchase
Price")($1,993,500 in the aggregate), by wire transfer of immediately available
funds.
1.3 Settlement shall be through Depository Trust Company ("DTC"), if
the Shares are issued of record to DTC, in which such event Seller shall cause
accounts at DTC of each Buyer's nominee set forth on EXHIBIT A to be credited
with the 886,000 Shares and each Buyer shall cause $996,750 to be paid to the
Seller in immediately available funds pursuant to the wire instructions set
forth in EXHIBIT B.
1.4 The Seller and the Buyers hereby acknowledge that a Special Meeting of
Shareholders of the Company will be held on
1
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December 30, 1998 (the "Meeting") and that pursuant to the Company's proxy
statement relating to the Meeting, the Seller, as beneficial owner of the Shares
as of the record date set forth in such proxy, is entitled to direct its nominee
to vote the Shares at such Meeting. In connection therewith and as a condition
to the purchase of the Shares by the Buyers pursuant to this Agreement, the
Seller agrees that it shall cause its nominee to deliver to Buyer, as soon as
practicable after the date of this Agreement, an irrevocable proxy (the "Proxy")
to vote the Shares at the Meeting which shall be marked to indicate a vote in
favor of the sale of Calton Homes, Inc. to Centex Real Estate Corporation (the
"Proxy"); provided, however, that Mr. Caldarone hereby agrees to indemnify,
defend and hold harmless Seller, including its officers, directors, partners and
control persons (as defined in the Securities Act of 1933, as amended), from any
and all claims, damages, losses or liabilities which may arise as a result of
(i) any breach of this Agreement by any of the Buyers or (ii) the delivery of
the Proxy, or (iii) the Seller's nominee voting the Shares in accordance with
the instructions of the Buyer as provided for herein. Seller acknowledges and
agrees that the Proxy shall be coupled with an interest.
1.5 The Seller and the Buyers hereby agree and acknowledge that it is a
condition of the obligation of the Seller to sell the Shares to the Buyers that
the purchase and sale of the Shares made hereby and the Calton Sale be
consummated simultaneously.
2 Representations of Seller. Seller represents and warrants to Buyers the
-------------------------
following:
2.1 Seller is a limited partnership duly organized, validly existing and
in good standing under the laws of the State of Delaware.
2.2 Seller has full partnership power and authority to execute, deliver
and perform its obligations under this Agreement, and to sell the Shares to the
Buyers. Neither the execution, delivery and performance of this Agreement nor
the sale of the Shares to the Buyers has resulted, or will result, in any breach
of any provision of, or constitute a default (or an event of which with or
without notice or lapse of time, or both, would constitute a default) under, the
Seller's partnership documents or any agreement or instrument to which the
Seller is a party or by which it is bound, or any statute, order, rule or
regulation of any court or other governmental authority applicable to it.
2
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2.3 This Agreement has been duly and validly authorized, executed and
delivered and constitutes the legal, valid and binding obligations of the
Seller, enforceable against the Seller, in accordance with its terms.
2.4 Seller has not pledged, encumbered, assigned, transferred,
conveyed, disposed of or terminated, in whole or in part, any of its right,
title and interest in or to the Shares or suffered to exist any liens on such
right, title and interest, and the Seller owns, beneficially and of record, the
Shares free and clear of any adverse claims, including, without limitation, any
liens, charges and other encumbrances (collectively "Liens"). Further, Seller
shall deliver to the Buyers the Shares free and clear of any Liens other than
any Liens that may be imposed under securities laws.
2.5 Seller is and has been at all times for more than three years prior
to the date hereof the beneficial owner of the Shares.
2.6 Seller acknowledges receipt of the Company's (i) 1997 Annual Report to
Shareholders, (ii) Report on Form 10-K for the fiscal year ended November 30,
1997, (iii) Report on Form 10Q for the quarter ended August 31, 1998 and (iv)
the Proxy Statement dated December 4, 1998.
3 Representations and Warranties of the Buyers. The Buyers hereby, jointly
--------------------------------------------
and severally, represent and warrant to the Seller as follows:
3.1 Each Buyer has full power, authority and capacity to execute,
deliver and perform its obligations under this Agreement. Neither the execution,
delivery and performance of this Agreement has resulted, or will result, in any
breach of any provision of, or constitute a default (or an event of which with
or without notice or lapse of time, or both, would constitute a default) under,
the Buyer's charter documents, if applicable, or any agreement or instrument to
which the Buyer is a party or by which it is bound, or any statute, order, rule
or regulation of any court or other governmental authority applicable to it.
3.2 This Agreement has been duly and validly authorized, executed and
delivered and constitutes the legal, valid and binding obligations of each
Buyer, enforceable against each Buyer, in accordance with its terms.
3.3 Each Buyer understands that the Shares have not been registered
under the Securities Act of 1933, as amended (the
3
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"Act"), and may not be sold except pursuant to an effective registration
statement, or pursuant to a duly available exemption from such registration
requirements. Each Buyer further acknowledges that, so long as appropriate, a
legend similar to the following may appear on the certificates representing the
Securities:
"[T]hese securities have not been registered under the Securities Act
of 1933 and may be reoffered and sold only if so registered or if an
exemption from registration is available."
3.4 Each Buyer is a sophisticated investor and is purchasing the
Shares for its own account and not with a view to or for sale or distribution
thereof that would be in violation of the Act. In that regard, Mr. Caldarone is
a principal and/or executive of the Company and, as such, has access to material
information with respect to the Company's operations, prospects and/or financial
condition and acknowledges and understands the risks inherent in an investment
in the Shares. Each Buyer further acknowledges that the Buyer has conducted its
own investigation, to the extent that the Buyer has determined necessary or
desirable regarding the Company, and that the Buyer has determined to enter into
and complete this transaction based on, among other things, such investigation
and Information.
3.5 Each Buyer is an "accredited investor" as such term is defined in
Rule 501 of Regulation D under the Act, and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the acquisition of the Shares, and having had access to, or having been
furnished with, all such information as it has considered necessary, has
concluded that it is able to bear those risks.
3.6 The Shares were not offered or sold to the undersigned by any
form of general solicitation or general advertising.
3.7 Each Buyer acknowledges that the purchase of the Shares does not
violate any law or regulation applicable to it or its business.
4 Miscellaneous.
-------------
4.1 Survival. All representations, warranties, and covenants made by
--------
the parties hereto shall be considered to have been relied upon by the parties
hereto and shall survive the execution, performance and delivery of this
Agreement and all other documents contemplated herein.
4
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4.2 Successors and Assigns. This Agreement shall inure to the
----------------------
benefit of and be enforceable by, and shall be binding upon and enforceable
against, the respective parties hereto and their successors and assigns.
4.3 Costs and Expenses. Except as otherwise expressly provided for
------------------
herein, each party to this Agreement shall bear its own costs and expenses,
including but not limited to attorney's fees and expenses, in connection with
the preparation, review and execution of this Agreement.
4.4 Governing Law. This Agreement shall be construed in accordance
-------------
with and be governed by the internal laws of the State of New York without
reference to conflict of laws principles.
4.5 Specific Performance. The Buyers and Seller each acknowledges
--------------------
that damages would be an inadequate remedy for breach of this Agreement and that
the Buyers and Seller, respectively, shall each be entitled to specific
performance and other equitable relief in addition to other applicable remedies.
4.6 Counterpart Execution. This Agreement may be executed in two or
---------------------
more counterparts, each of which shall constitute an original, but when taken
together, shall constitute one and the same instrument.
4.7 Integration. This Agreement constitutes the entire agreement and
-----------
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements, understandings or representations
pertaining to the subject matter hereof, whether oral or written.
4.8 Interpretation. Each of Seller and the Buyers acknowledge and
--------------
agree that they have been represented by or had the opportunity for
representation of counsel in connection with the matters contemplated hereby and
further that this Agreement shall not be construed either for or against either
party by reason of its preparation.
4.9 Further Assurances. Each of Seller and the Buyers agree to
------------------
execute and deliver to the other party hereto such additional documents or
instruments as such other party may reasonably request in order to fully effect
the purposes and intent of, and the transactions contemplated by, this
Agreement.
4.10 Termination. In the event that the purchase and sale of the
-----------
Shares as set forth herein is not consummated on or before
5
<PAGE>
December 14, 1998, this Agreement shall terminate and be of no force or effect.
IN WITNESS WHEREOF, the parties hereby execute this Agreement as of
the date first written above.
"SELLER"
APOLLO HOME PARTNERS, L.P.
By: AIF II, L.P.
Its General Partner
By: Apollo Advisors, L.P.
Its Managing Partner
By: /s/ Michelle M. Hsu
----------------------
Title: Authorized Person
"BUYERS"
/s/ Anthony J. Caldarone
- -------------------------------
ANTHONY J. CALDARONE
/s/ Joyce P. Caldarone
- --------------------------------
JOYCE P. CALDARONE CALDARONE
6
<PAGE>
EXHIBIT 8
PURCHASE AND SALE AGREEMENT
---------------------------
This Agreement (the "Agreement") is made and entered into as of December
14, 1998 between Apollo Home Partners, L.P., a Delaware limited partnership
(hereinafter, the "Seller") and Calton, Inc., a New Jersey corporation (the
"Buyer").
WHEREAS, Buyer desires to purchase and Seller desires to sell 886,000
shares of Common Stock (the "Shares") of the Company.
WHEREAS, Seller is also entering into an agreement with Anthony J.
Caldarone and Joyce P. Caldarone to sell 1,772,000 shares of Common Stock of
Calton, Inc. simultaneously herewith (the "Caldarone Sale");
NOW, THEREFORE, in consideration of the mutual covenants, agreements and
understandings herein contained, the parties hereto agree as follows:
1. Purchase and Sale.
-----------------
1.1. For and in consideration of the Purchase Price being paid to Seller
simultaneously herewith as provided in Section 1.2, Seller does hereby
irrevocably sell, assign, transfer and set over all of its right, title and
interest in and to the Shares to the Buyer.
1.2. For and in consideration of the sale, assignment and transfer of the
Shares to Buyers as provided herein, simultaneously herewith Buyer is paying to
the Seller an amount equal to Purchase Price, by wire transfer of immediately
available funds. The Purchase Price shall be as set forth in EXHIBIT A.
1.3. Settlement shall be through Depository Trust Company ("DTC"), if the
Shares are issued of record to DTC, in which such event Seller shall cause
accounts at DTC of Buyer's nominee set forth on EXHIBIT B to be credited with
the Shares and Buyer shall cause the Purchase Price to be paid to the Seller in
immediately available funds pursuant to the wire instructions set forth in
EXHIBIT C.
1.4. The Seller and the Buyer hereby acknowledge that a Special Meeting of
Shareholders of the Company will be held on December 30, 1998 (the "Meeting")
and that pursuant to the Company's proxy statement relating to the Meeting, the
Seller, as the beneficial owner of the Shares as of the record date set forth in
such proxy, is entitled to direct its nominee to vote the Shares at such
Meeting. In connection therewith and as a condition to the purchase of the
Shares by the Buyer pursuant to this Agreement, the Seller agrees that it shall
cause its nominee to deliver to Buyer, as soon as practicable after the date of
this Agreement, an irrevocable proxy (the "Proxy"), to vote the Shares at the
Meeting which shall be marked to indicate a vote in favor of the sale of Calton
Homes, Inc. to Centex Real Estate Corporation; provided, however, that the Buyer
hereby agrees to indemnify, defend and hold harmless Seller, including its
officers, directors, partners and control persons (as defined in the Securities
Act of 1933, as amended), from any and all claims, damages, losses or
liabilities which may arise as a result of (i) any breach of this Agreement by
the Buyer, (ii) the delivery of the Proxy, or (iii) the Seller's nominee voting
the Shares in accordance with the instructions of the Buyer as provided for
herein. Seller acknowledges and agrees that the Proxy shall be coupled with an
interest.
<PAGE>
1.5. The Seller and Buyer hereby agree and acknowledge that it is a
condition of the obligation of the Seller to sell the Shares to the Buyer that
the purchase and sale of the Shares made hereby and the Caldarone Sale be
consummated simultaneously.
2. Representations of Seller. Seller represents and warrants to Buyer the
-------------------------
following:
2.1. Seller is a limited partnership duly organized, validly existing
and in good standing under the laws of the State of Delaware.
2.2. Seller has full partnership power and authority to execute,
deliver and perform its obligations under this Agreement, and to sell the Shares
to the Buyer. Neither the execution, delivery and performance of this Agreement
nor the sale of the Shares to the Buyer has resulted, or will result, in any
breach of any provision of, or constitute a default (or an event of which with
or without notice or lapse of time, or both, would constitute a default) under,
the Seller's partnership document or any agreement or instrument to which the
Seller is a party or by which it is bound, or any statue, order, rule or
regulation of any court or other governmental authority applicable to it.
2.3. This Agreement has been duly and validly authorized, executed
and delivered and constitutes the legal, valid and binding obligations of the
Seller, enforceable against the Seller, in accordance with its terms.
2.4. Seller has not pledged, encumbered, assigned, transferred,
conveyed, disposed of or terminated, in whole or in part, any of its right,
title and interest in or to the Shares or suffered to exist any liens on such
right, title and interest, and the Seller owns, beneficially and of record, the
Shares free and clear of any adverse claims, including, without limitation, any
liens, charges and other encumbrances (collectively "Liens"). Further, Seller
shall deliver to Buyer the Shares free and clear of any Liens other than any
Liens that may be imposed under securities laws.
2.5. Seller is and has been at all times for more than three years
prior to the date hereof the beneficial owner of the Shares.
2.6. Seller acknowledges receipt of the Company's (i) 1997 Annual
Report to Shareholders, (ii) Report on Form 10-K for the fiscal year ended
November 30, 1997, (iii) Report on Form 10Q for the quarter ended August 31,
1998 and (iv) the Proxy Statement dated December 4, 1998.
3. Representations and Warranties of the Buyer. Buyer hereby represents
-------------------------------------------
and warrants to the Seller as follows:
3.1. Buyer has full corporate power and authority to execute, deliver
and perform its obligations under this Agreement. The execution and delivery of
this Agreement, the performance of Buyer's obligations hereunder and the
consummation by Buyer of the transactions contemplated hereby have been duly
approved by all requisite corporate action on the part of the Buyer. Neither the
execution, delivery and performance of this Agreement has resulted, or will
result, in any breach of any provision of, or constitute a default (or an event
of which with or without notice or lapse of time, or both, would constitute a
default) under, the Buyer's charter documents, if applicable, or any agreement
or instrument to which the Buyer is a
2
<PAGE>
party or by which it is bound, or any statute, order, rule or regulation of any
court or other governmental authority applicable to it.
3.2. This Agreement has been duly and validly authorized, executed and
delivered and constitutes the legal, valid and binding obligations of the Buyer,
enforceable against the Buyer, in accordance with its terms.
3.3. Buyer understands that the Shares have not been registered under
the Securities Act of 1933, as amended (the "Act"), and may not to be sold
except pursuant to an effective registration statement, or pursuant to a duly
available exemption from such registration requirements. Buyer further
acknowledges that, so long as appropriate, a legend Similar to the following may
appear on the certificates representing the Securities:
"[T]hese securities have not been registered under the Securities Act
of 1933 and may be reoffered and sold only if so registered or if an
exemption from registration is available."
3.4. The Shares were not offered or sold to the undersigned by any
form of general solicitation or general advertising.
3.5. Buyer acknowledges that the purchase of the Shares does not
violate any law or regulation applicable to it or its business.
4. Miscellaneous.
-------------
4.1. Survival. All representations, warranties, and covenants made by
--------
the parties hereto shall be considered to have been relied upon by the parties
hereto and shall survive the execution, performance and delivery of this
Agreement and all other documents contemplated herein.
4.2. Successors and Assigns. This agreement shall inure to the benefit
----------------------
of and be enforceable by, and shall be binding upon and enforceable against, the
respective parties hereto and their successors and assigns.
4.3 Costs and Expenses. Except as otherwise expressly provided for
------------------
herein, each party to this Agreement shall bear it own costs and expenses,
including but not limited to attorney's fees and expenses, in connection with
the preparation, review and execution of this Agreement.
4.4 Governing Law. This Agreement shall be construed in accordance
-------------
with and be governed by the internal laws of the State of New York without
reference to conflict of laws principles.
4.5 Specific Performance. Buyer and Seller each acknowledges that
--------------------
damages would be an inadequate remedy for breach of this Agreement and that
Buyer and Seller, respectively, shall each be entitled to specific performance
and other equitable relief in addition to other applicable remedies.
3
<PAGE>
4.6. Counterpart Execution. This Agreement may be executed in two or more
---------------------
counterparts, each of which shall constitute an original, but when taken
together, shall constitute one and the same instrument.
4.7. Integration. This Agreement constitutes the entire agreement and
-----------
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements, understandings or representations
pertaining to the subject matter hereof, whether oral or written.
4.8. Interpretation. Each of Seller and Buyer acknowledge and agree that
--------------
they have been represented by or had the opportunity for representation of
counsel in connection with the matters contemplated hereby and further that this
Agreement shall not be construed either for or against either party by reason of
its preparation.
4.9. Further Assurances. Each of Seller and Buyer agree to execute and
------------------
deliver to the other party hereto such additional documents or instruments as
such other party may reasonably request in order to fully effect the purposes
and intent of, and the transactions contemplated by, this Agreement.
4.10. Termination. In the event that the purchase and sale of the Shares as
-----------
set forth herein is not consummated on or before December 14, 1998, this
Agreement shall terminate and be of no force or effect.
IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the
date first written above.
"SELLER"
APOLLO HOME PARTNERS, L.P.
By: AIF II, L.P.
Its General Partner
By: Apollo Advisors, L.P.
Its Managing Partner
By: /s/ Michelle M. Hsu
-------------------
Title: Authorized Person
"BUYER"
CALTON, INC.
By: /s/ Anthony J. Caldarone
------------------------
Title: Anthony J. Caldarone, President
4
<PAGE>
EXHIBIT A
DESCRIPTION OF SHARES:
- ---------------------
886,000 shares of Common Stock of the Company
PRICE PER SHARE:
- ---------------
$1.125
TOTAL PURCHASE PRICE:
- --------------------
$996,750 (the "Purchase Price")
5
