U.S. SECURITIES & EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D - AMENDMENT #7
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)
November 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 "file" 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: 2,215,250
____________________________________________________________
__________________
8) Shared Voting Power:
____________________________________________________________
________________
9) Sole Dispositive Power: 2,215,250
____________________________________________________________
________________
10) Shared Dispositive Power:
____________________________________________________________
________________
____________________________________________________________
______________
11) Aggregate Amount Beneficially Owned by Each
Reporting
Person: 2,215,250 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): 8.30%
____________________________________________________________
_________________
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-
Item 1. .
This Schedule 13D filing relates to the common stock,
$.01 par value, of Calton, Inc. a residential home builder
having its principal business offices at 500 Craig Road,
Manalapan, NJ 07726-8790 (the "Company").
Item 2. Identity and Background
(a) This statement is being filed by Frederick
J. Jaindl and Mark W. Jaindl.
(b) Frederick J. Jaindl's principal business address is
Jaindl Farms, 3150 Coffeetown Road, Orefield, PA 18069.
Mark W. Jaindl's principal business address is American Bank
of the Lehigh Valley, 4029 W. Tilghman Street, Allentown PA
18104.
(c) Fred Jaindl's present principal occupation is as
the sole proprietor of Jaindl Farms and the principal
shareholder and chief executive officer of Jaindl's Inc.
Both of these businesses have their principal offices at
3150 Coffeetown Road, Orefield, PA 18069. Fred Jaindl is
the Chairman and Mark Jaindl is the President and Chief
Executive Officer of American Bank of the Lehigh Valley, a
commercial bank whose principal business address is 4029
West Tilghman Street, Allentown PA 18104.
(d) During the past five years neither Fred Jaindl, nor
Mark Jaindl have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years neither Fred Jaindl, nor
Mark Jaindl have 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) Frederick J. Jaindl and Mark W. Jaindl are U.S.
citizens.
Item 3. Source and Amount of Funds or Other
Consideration.
Frederick J. Jaindl has business interests ranging from
turkey farming to real estate development. In the regular
course of these businesses, he borrows funds from various
lenders to finance their daily operations. Since most of
these businesses are structured as sole proprietorships and
corporations controlled by Mr. Jaindl, he typically
reinvests back into his operations most of the net profits
generated by these entities or by any personal investments
he routinely makes. From time to time he recovers the
equity invested in his businesses either by taking
distributions from current profits or by financing assets
held by one of his business entities, thereby allowing him
to realize a portion of the equity accumulated in those
assets without having to sell them. The personal funds he
has used and may use in the future to purchase shares of
common stock of the Company have been generated from the
equity and profits he accumulates in his various businesses
as described above.
Fred Jaindl and Mark Jaindl have in the past borrowed
funds to purchase investments or to finance their other
business interests. Fred Jaindl and Mark Jaindl may in the
future borrow funds to purchase additional shares of the
Company's common stock or to finance their other business
interests, which loans may be secured by pledges of the
Company's common stock.
-4-
Item 4. Purpose of Transaction.
On November 17, 1998, Mark W. Jaindl sent a letter to
Anthony J. Caldarone requesting, among other things, a
complete record or list of stockholders of the Company. A
copy of this letter is annexed as Exhibit A.
Item 5. Interest in Securities of the Issuer.
(a) Fred Jaindl and Mark Jaindl own 2,215,250 and
419,400 shares respectively of common stock of the Company.
In total, these 2,634,650 shares constitute 9.87% of the
26,689,000 shares of Company common stock outstanding as of
August 31, 1998.
(b) Fred Jaindl and Mark Jaindl have the sole voting
and dispositive power of 2,215,250 and 419,400 respectively
of common stock they hold.
(c) The following transactions were effected by or on
behalf of each of the above during the past sixty days:
action
Frederick J. Jaindl
Date Shares Price
10/12/98 75,000 $.75
Open Market
10/14/98 20,000 $.75
Open Market
10/15/98 315,000 $.75
Open Market
11/06/98 82,500 $1.0625
Open Market
11/06/98 12,600 $1.00
Open Market
11/10/98 20,000 $1.00
Open Market
11/16/98 5,000 $1.00
Open Market
11/17/98 45,000 $1.00
Open Market
Mark W. Jaindl
Date Shares Price
10/12/98 20,000 $.75
Open Market
10/13/98 10,000 $.75
Open Market
10/13/98 70,000 $.75
Open Market
10/27/98 25,000 $.75
Open Market
10/29/98 4,000 $.75
Open Market
10/30/98 400 $.75
Open Market
11/04/98 35,000 $.90
Open Market
11/04/98 12,500 $.96
Open Market
11/05/98 150,000 $1.00
Open Market
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
-5-
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.
November 17, 1998
________________________________________
Signature
Mark W. Jaindl
-6-
Exhibit A
November 17, 1998 BY FACSIMILE
TRANSMISSION
AND FEDERAL EXPRESS
Anthony Caldarone, President
Calton, Inc.
500 Craig Road
Manalapan, New Jersey 07726-8790
Re: Demand for Stockholder List
Dear Mr. Caldarone:
Pursuant to provisions of the New Jersey Business
Corporation Act, Section 14A: 5-28, as a holder of record of
common stock of Calton, Inc. ("Calton"), I hereby demand the
right, during the usual hours of business, to inspect the
following records and documents of Calton and to make copies
or extracts therefrom:
1. A complete record or list of stockholders of Calton
("the List"), certified by its transfer agent, showing the
name and address of each stockholder and the number of
shares of stock registered in the name of each stockholder
as of the most recent date available at the time of
inspection, as well as all transfer sheets showing all
transfers of stock subsequent to the date of the List
("Transfer Sheets").
2. All information in Calton's possession or control or
which can reasonably be obtained from nominees of any
central certificate depository system up to the date of
inspection hereunder concerning the number and identity of
the actual beneficial owners of Calton stock, including a
breakdown of any holdings in the name of Cede & Co., all
bank nominees, all broker nominees, clearing institutions
and other similar nominees or institutions, and a list or
lists containing the name, address and number of shares
attributable to any participant in any Calton employee stock
ownership or comparable plan in which the voting of such
stock is controlled, directly or indirectly, individually or
collectively, by the participants in the plan.
3. All lists and other data in the possession or control
of Calton or reasonably obtainable or available pursuant to
the Securities and Exchange Commission Rule 14b-1(c) of the
names, addresses and number of shares of Calton stock held
by beneficial owners (the "non-objecting beneficial owners"
of "NOBO" list).
4. A "stop transfer" list relating to the shares of Calton
stock and all additions, changes or corrections made thereto
up to the date of inspection hereunder.
The purpose of this demand is to permit the undersigned to
communicate with other stockholders of Calton on matters
relating to their interests as stockholders, including,
without limitation, communication with stockholders of
Calton to elect a slate of directors in opposition to the
slate to be proposed by Calton's Board of Directors at the
next annual meeting or in connection with any other proxy or
consent solicitation the undersigned may make.
Please advise the undersigned where and when the requested
information will be available to the undersigned and/or the
designated agents of the undersigned. If within five
business days after the date hereof Calton has not responded
to this demand in a manner satisfactory to the undersigned,
the undersigned will conclude that this demand has been
refused and other proper steps will be taken to exercise the
right to conduct the requested inspection.
In addition to the foregoing, the undersigned demands that
Calton provide to undersigned all information required by
regulation 14A of the Securities Exchange Act of 1934 for
incorporation in any opposition proxy statement mailed in
connection with the next annual meeting, including, without
limitation, the record date, the date, time and place for
holding the next annual meeting, a description of all
management's proposals and information relating to
management's stock ownership and remuneration.
Very truly yours,
Mark W. Jaindl
cc: Board of Directors
