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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 1, 1998
CALIFORNIA COASTAL COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-17189 02-0426634
(Commission File Number) (I.R.S. Employer Identification No.)
4343 Von Karman Avenue, Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
(714) 833-3030
(Registrant's Telephone Number, Including Area Code)
KOLL REAL ESTATE GROUP, INC.
(Former Name or Former Address,
if Changed Since Last Report)
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Item 5. OTHER EVENTS
On May 1, 1998 the Registrant changed its name from "Koll Real Estate
Group, Inc." to "California Coastal Communities, Inc." The name change was
effected through the merger of the Registrant and a wholly-owned subsidiary.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit No. Description
----------- -----------
3 Certificate of Ownership and Merger dated May 1, 1998
merging California Coastal Communities, Inc. into Koll
Real Estate Group, Inc.
2.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CALIFORNIA COASTAL COMMUNITIES, INC.
(formerly Koll Real Estate Group, Inc.)
Date: May 1, 1998 By: /s/ Raymond J. Pacini
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Raymond J. Pacini
Chief Executive Officer
3.
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
CALIFORNIA COASTAL COMMUNITIES, INC.
INTO
KOLL REAL ESTATE GROUP, INC.
(PURSUANT TO SECTION 253 OF THE GENERAL
CORPORATION LAW OF DELAWARE)
The Koll Real Estate Group, Inc., a Delaware Corporation (the
"Corporation"), does hereby certify that:
FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the issued and outstanding
capital stock of California Coastal Communities, Inc., a Delaware Corporation
("CCCI").
THIRD: That the Corporation, through resolutions duly adopted by its Board
of Directors through action taken by unanimous written consent dated April 24,
1998, approved and adopted the merger (the "Merger") of CCCI into the
Corporation, on the conditions set forth in the following resolutions:
RESOLVED, that the Corporation incorporate California Coastal
Communities, Inc., a Delaware corporation ("CCCI"), and thereafter
merge CCCI into the Corporation (the "Merger") subject to the
following conditions: (i) the Corporation shall remain as the
surviving corporation of the Merger; (ii) upon effectiveness of the
Merger, the separate corporate existence of CCCI shall cease and its
outstanding capital stock shall be cancelled; (iii) the Merger shall
not affect the number of outstanding shares of capital stock of the
Corporation; and (iv) the Corporation shall assume all of CCCI's
liabilities and obligations;
RESOLVED FURTHER, that the Corporation's name shall be changed to
California Coastal Communities, Inc. upon the filing of the
Certificate of Ownership and Merger (the "Certificate") and that the
Corporation's Restated Certificate of Incorporation be amended by
deleting Article FIRST in its entirety and replacing it with the
following Article FIRST:
"The name of the corporation is California Coastal Communities, Inc."
RESOLVED FURTHER, that the Chief Executive Officer and the Chief
Financial Officer of the Corporation be, and they hereby are,
authorized and directed to make, execute and acknowledge the
Certificate setting forth the resolutions to merge CCCI into the
Corporation, to assume CCCI's liabilities and obligations, and to file
the Certificate in the office of the Secretary of State of Delaware.
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IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed and this Certificate to be signed by Raymond J. Pacini, its Chief
Executive Officer, and Sandra Sciutto, its Chief Financial Officer, this 1st day
of May, 1998.
KOLL REAL ESTATE GROUP, INC.
By /s/ RAYMOND J. PACINI
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Raymond J. Pacini
Chief Executive Officer
ATTEST:
By /s/ SANDRA SCIUTTO
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Sandra Sciutto
Chief Financial Officer
[SEAL]
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