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U.S. SECURITIES & EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D - AMENDMENT #9
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)
December 17, 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 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 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.
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
____________________________________________________________
__________________
7) Sole Voting Power: 2,571,750
____________________________________________________________
__________________
8) Shared Voting Power:
____________________________________________________________
________________
9) Sole Dispositive Power: 2,571,750
____________________________________________________________
________________
10) Shared Dispositive Power:
____________________________________________________________
________________
____________________________________________________________
______________
11) Aggregate Amount Beneficially Owned by Each
Reporting
Person: 2,571,750 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): 9.66%
____________________________________________________________
_________________
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 Wilson 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.
____________________________________________________________
_________________
7) Sole Voting Power: 419,400
____________________________________________________________
__________________
8) Shared Voting Power:
____________________________________________________________
__________________
9) Sole Dispositive Power: 419,400
____________________________________________________________
__________________
10) Shared Dispositive Power:
_________________________________________
____________________________________________________________
_________________
11) Aggregate Amount Beneficially Owned by Each
Reporting
Person: 419,400 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)
1.57%
____________________________________________________________
________________
14) Type of Reporting Person (See Instructions): INN
____________________________________________________________
_________________
-3-
This Amendment No. 9 amends and supplements the
Statement on Schedule 13D, as amended and supplemented to
date (the "Schedule 13D") relating to the shares of common
stock, par value $.01 per share (the "Shares"), of Calton,
Inc. a New Jersey corporation having its principal business
offices at 500 Craig Road, Manalapan, NJ 07726-8790 (the
"Company"), previously filed by Frederick John Jaindl and
Mark Wilson Jaindl (collectively, the "Reporting Persons").
Except as specifically provided herein, this Amendment
does not modify any of the information previously reported
on the Schedule 13D.
Item 4 is hereby amended to add the following information:
On December 14, 1998, Mark Wilson Jaindl reviewed a
list of record holders of Shares at the Company's offices.
In connection with the nomination of Mark Wilson Jaindl
for election to the Company's Board of Directors, the
Reporting Persons are considering, and if Mark Wilson Jaindl
is elected to the Company's Board of Directors, he may
consider in the exercise of his fiduciary duties, various
alternatives that may relate to or result in: (a) the
acquisition by any person of additional securities of the
Company; (b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the
Company; (c) a sale or transfer of a material amount of the
assets of the Company; (d) a change in the Board of
Directors or management of the Company; (e) a material
change in the present capitalization or dividend policy of
the Company; (f) other material changes in the Company's
business or corporate structure; (g) changes in the
Company's Certificate of Association or By-Laws or other
actions which may impede or foster the acquisition of
control of the Company by any person; (h) a class of
securities of the Company being delisted from a national
securities exchange; (i) a class of equity securities of the
Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934, as amended; or (j) actions similar to those
enumerated above (each of the foregoing are collectively
hereinafter referred to as the "Enumerated Actions").
Although, except as otherwise disclosed in the Schedule
13D or this Amendment, the Reporting Persons have no plans
or proposals to engage in any of the Enumerated Actions, the
Reporting Persons may consider one or more of such
Enumerated Actions in the future depending upon factors
including, but not limited to, the market for Shares, the
Company's prospects, alternative investment opportunities,
general economic, business and monetary conditions, and
other factors deemed relevant by the Reporting Persons from
time to time.
Mark Wilson Jaindl has had discussions with members of
the Company's management regarding the nomination of Mark
Wilson Jaindl to the Company's Board of Directors and other
matters that may pertain to Enumerated Actions. Mark Wilson
Jaindl may or may not hold further discussions with members
of the Company's management in the future.
Item 5 is hereby amended to add the following information:
(a) Frederick John Jaindl and Mark Wilson Jaindl own
2,571,750 and 419,400 Shares respectively. These Shares
constitute 9.66% and 1.57% respectively of the 26,630,823
Shares outstanding as of November 2, 1998.
(b) Frederick John Jaindl and Mark Wilson Jaindl have
the sole voting and dispositive power of 2,571,750 and
419,400 Shares held by each of them respectively .
-4-
(c) The following transactions were effected by or on
behalf of Frederick John Jaindl since the previous filing of
an amendment to the Schedule 13D:
n
Date Shares Price
11/24/98 4,600 $1.0625
Open Market
11/25/98 2,500 $1.0625
Open Market
11/25/98 23,300 $1.0625
Open Market
12/01/98 50,000 $1.0625
Open Market
12/02/98 29,300 $1.0625
Open Market
12/03/98 27,200 $1.0625
Open Market
12/04/98 15,700 $1.0625
Open Market
12/07/98 1,100 $1.0625
Open Market
12/10/98 13,300 $1.0625
Open Market 12/10/98 50,000
$1.125 Open Market
12/16/98 16,000 $1.0625
Open Market
12/17/98 18,100 $1.0625
Open Market
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.
December 17, 1998
/s/ Mark Wilson Jaindl
----------------------------
Mark W. Jaindl
/s/ Frederick John Jaindl
------------------------------
Frederick John Jaindl
-5-
