UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
CALTON, INC.
----------------
(Name of Issuer)
COMMON STOCK
------------------------------
(Title of Class of Securities)
131380206
--------------
(CUSIP Number)
Anthony J. Caldarone, 162 Anchor Drive, Vero Beach, FL 32963
-------------------------------------------------------------------
(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 the Schedule 13D, and is filing this
schedule because of Rule 13d1(b)(3) or (4), check the following box |_|.
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 ("Act") 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>
SCHEDULE 13D
- ------------------- -----------------
CUSIP No. 131380206 Page 2 of 6 Pages
- ------------------- -----------------
- -------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| Anthony J. Caldarone
| SS # ###-##-####
- ----|---------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
|
| Mr. Caldarone expressly disclaims the existence of a group (b) |X|
| between himself and his wife, Joyce P. Caldarone.
| Mr. Caldarone also disclaims any beneficial interest in
| the 2,281,209 shares held by his wife.
- ----|---------------------------------------------------------------------------
3 | SEC USE ONLY
|
|
- ----|---------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
|
| P.F.
- ----|---------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
| PURSUANT TO ITEMS 2(d) or 2(e)
|
| N/A
- ----|---------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| U.S. Citizenship
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
| |
| | 4,272,596 (1)
NUMBER OF SHARES |------|------------------------------------------------------
| 8 | SHARED VOTING POWER
BENEFICIALLY | |
| | 0
OWNED BY EACH |------|------------------------------------------------------
| 9 | SOLE DISPOSITIVE POWER
REPORTING | |
| | 4,272,596
PERSON WITH |------|------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | 0
- -------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 4,272,596 sole voting and sole dispositive power (1)
- ----|---------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
| EXCLUDES CERTAIN SHARES*
|
| Does not include 2,281,209 shares held by Joyce P. Caldarone,
| the wife of Mr. Caldarone, as to which shares he disclaims
| any beneficial interest. In addition, see note 1 below.
- ----|---------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 16.04%
- ----|---------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| IN
- -------------------------------------------------------------------------------
(1) This number includes 500,000 shares subject to currently exercisable
options granted under the Company's 1996 Equity Incentive Plan and 15,024
shares held through the Company's 401(k) Plan.
<PAGE>
AMENDMENT NO. 2
TO
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
- --------------------------------------------------------------------------------
This Amendment No. 2 amends and restates Amendment No. 1 to the Statement
on Schedule 13D of the Reporting Person dated November 21, 1995. This Amendment
No. 2 to such Statement on Schedule 13D as so amended is referred to as the
"Schedule 13D".
ITEM 1. IDENTITY AND BACKGROUND
This Schedule 13D relates to the Common Stock, par value $.01 per share
("Common Stock"), of Calton, Inc., a New Jersey corporation (the "Company").
The principal executive offices of the Company are located at 500 Craig
Road, Manalapan, New Jersey 07726.
ITEM 2. IDENTITY AND BACKGROUND
(a) Anthony J. Caldarone.
(b) Residence: 162 Anchor Drive, Vero Beach, Florida 32963.
(c) President, Chief Executive Officer and Chairman of the Board of
Directors of Calton, Inc., located at 500 Craig Road, Manalapan, New
Jersey 07726-8790.
(d) During the past five years, Anthony Caldarone has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years Anthony Caldarone has not 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) U.S. Citizen.
Page 3 of 6
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Anthony J. Caldarone (the "Reporting Person" or "Mr. Caldarone") used
personal funds in acquiring the shares of Common Stock of the Company. Mr.
Caldarone occasionally uses borrowed funds to purchase securities.
ITEM 4. PURPOSES OF TRANSACTIONS
On or about December 14, 1998, Mr. Caldarone entered into a Purchase and
Sale Agreement (the "Purchase Agreement") attached hereto as Exhibit A, among
Mr. Caldarone, Joyce P. Caldarone and Apollo Home Partners, L.P. ("Apollo").
Pursuant to the Purchase Agreement, Mr. Caldarone acquired 886,000 shares of
Common Stock of the Company (the "Purchased Shares") from Apollo for an
aggregate purchase price of $996,750. The shares were purchased for long term
investment purposes.
Mr. Caldarone serves as Chairman of the Board, Chief Executive Officer, and
President of the Company. The Company has executed and delivered an Amended and
Restated Stock Purchase Agreement among the Company, Calton Homes, Inc. ("Calton
Homes") and Centex Real Estate Corporation ("CREC") dated as of September 2,
1998 (the "Stock Purchase Agreement") pursuant to which the Company has agreed,
subject to the terms and conditions of the Stock Purchase Agreement, to sell
Calton Homes, its principal operating subsidiary, to CREC (the "Sale
Transaction"). The Company has scheduled a special meeting of shareholders (the
"Special Meeting") for December 30, 1998 at which shareholders will be asked to
vote upon the Sale Transaction. The Company is currently soliciting proxies for
use at the Special Meeting pursuant to a Proxy Statement dated December 4, 1998
(the "Proxy Statement"). As described in the Proxy Statement, the Company plans
to initiate a stock repurchase program pursuant to which it will seek to acquire
up to 10,000,000 shares of Common Stock.
Except as described above in this Item 4, Mr. Caldarone has not formulated
any plans or proposals which relate to or would result in: (a) the acquisition
by any person of additional securities of the Company, or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company, including any plans or proposals to
change the number of or term of directors or to fill any existing vacancies on
the board; (e) any material change in the present capitalization or dividend
policy of the Company; (f) any other material change in the Company's business
or corporate structure; (g) changes in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) causing a class of equity
securities of the Company to become eligible for termination of registration
pursuant to Section 12(g) (4) of the Act, as amended or (j) any action similar
to those enumerated above.
Page 4 of 6
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY
(a) The aggregate number of shares of Common Stock beneficially owned by
Mr. Caldarone as of the date of this Schedule 13D is 4,272,596 shares, or
approximately 16.04% of the class of securities identified in Item 1 based on
26,630,823 shares of Common Stock outstanding as of November 2, 1998, as
reported in the Company's Proxy Statement dated December 4, 1998.
(b) The number of shares of Common Stock as to which there is sole power to
vote or to direct the vote, shared power to vote or to direct the vote, sole
power to dispose or direct the disposition, or shared power to dispose or direct
the disposition, or shared power to dispose or indirect the disposition for the
Reporting Person is set forth in the cover page and such information is
incorporated herein by reference.
(c) Mr. Caldarone has had no transactions in the class of securities
reported herein during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER
The Special Meeting is scheduled to take place on December 30, 1998. At the
Special Meeting, shareholders will be asked to approve the sale by the Company
of its principal operating subsidiary, Calton Homes, to CREC. Pursuant to the
Purchase Agreement, Apollo agrees that it shall deliver to Mr. Caldarone, as
soon as practicable after the date of the Purchase Agreement, an irrevocable
proxy to vote the purchased shares at the Special Meeting in favor of the sale
of Calton Homes to CREC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Purchase and Sale Agreement dated December 7, 1998
between Apollo Home Partners, L.P. and Anthony J.
Caldarone.
Page 5 of 6
<PAGE>
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.
Dated: December 15, 1998
/s/ ANTHONY J. CALDARONE
--------------------------------------
Anthony J. Caldarone
Page 6 of 6
<PAGE>
Exhibit A
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
<PAGE>
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
<PAGE>
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
<PAGE>
"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
<PAGE>
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 HSU
--------------------
Title: Authorized Person
"BUYERS"
/s/ ANTHONY J. CALDARONE
- -----------------------------
ANTHONY J. CALDARONE
/s/ JOYCE P. CALDARONE
- ----------------------------
JOYCE P. CALDARONE CALDARONE
6
