SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant _X_
Filed by a Party other than the Registrant ___
Check the appropriate box
___ Preliminary Proxy Statement
___ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
___ Definitive Proxy Statement
_X_ Definitive Additional Materials
___ Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Calton, Inc.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
_X_ No fee required
___ Fee computed on table below per Exchange Act Rules 14a(6)(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ________________________________________________
(2) Form, Schedule or Registration Statement No.: __________________________
(3) Filing Party: __________________________________________________________
(4) Date Filed: ____________________________________________________________
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SUPPLEMENT TO PROXY MATERIAL
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CALTON, INC.
500 CRAIG ROAD
MANALAPAN, NEW JERSEY 07726
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SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 30, 1998
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The following information supplements, and should be read in conjunction
with, the Proxy Statement (the "Proxy Statement") of Calton, Inc. (the
"Company") dated December 4, 1998. Copies of the Proxy Statement were previously
furnished to shareholders of record as of November 2, 1998 (the "Record Date").
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On December 14, 1998, Apollo Homes Partners, L.P. ("Apollo"), which, as of
the Record Date, owned 2,658,000 shares of the Company's Common Stock
(representing approximately 10% of the outstanding Common Stock as of the Record
Date), sold all of such shares, at a price of $1.125 per share, in transactions
in which the Company acquired 886,000 shares, Anthony J. Caldarone, the
Company's Chairman, President and Chief Executive Officer acquired 886,000
shares and Joyce P. Caldarone, Mr. Caldarone's wife, acquired 886,000 shares. In
connection with such transactions, Apollo has agreed to deliver an irrevocable
proxy directing that all of the shares sold by it be voted in favor of the sale
of Calton Homes, Inc. to Centex Real Estate Corporation (the "Sale
Transaction").
As a result of the transactions with Apollo, Mr. and Mrs. Caldarone own an
aggregate of 6,053,805 shares of the Company's Common Stock representing
approximately 23.5% of the outstanding Common Stock as of the date of this
Supplement.
In addition to the transaction with Apollo, the Company recently acquired
142,000 shares in a privately negotiated transaction with a shareholder for a
price of $.8125 per share. The Company may, prior to consummation of the Sale
Transaction, continue to acquire additional shares of Common Stock in privately
negotiated transactions, subject to the restrictions in its revolving credit
facility which limit the amount of funds which can be utilized for stock
repurchases to $4,000,000 during the term of the facility. Any shares acquired
prior to the completion of the Sale Transaction will reduce the number of shares
the Company proposes to acquire after the completion of the Sale Transaction.
OTHER INFORMATION
This Supplement to Proxy Material does not in any way affect any proxy that
was previously submitted. Any proxy previously submitted by a shareholder will
be voted in accordance with the shareholder's instructions. No further action is
required by a shareholder who has already voted by proxy and who does not wish
to change the prior vote. A shareholder who wishes to change a prior vote may
revoke the prior proxy by filing written notice of the revocation of the proxy
with the Secretary of the Company in accordance with the procedures set forth in
the Proxy Statement under the caption "The Special Meeting - Proxies and
Revocation of Proxies."
DECEMBER 16, 1998
