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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) June 18, 1999
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.)
6 Executive Circle, Suite 250, Irvine, California 92614
(Address of principal executive offices) (Zip Code)
(949) 250-7700
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address,
if Changed Since Last Report)
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Item 5. OTHER EVENTS
On June 21, 1999, the Registrant issued a press release announcing
that, on June 18, 1999, the Registrant had completed its previously announced
1:100 reverse stock split of its common stock which resulted in odd-lot
shares being cashed-out at a pre-split price of $6.51 per share, which was
immediately followed by a 100:1 forward stock split which preserved the
pre-split price of the Registrant's shares as quoted on Nasdaq. The
transaction resulted in 192,463 odd-lot shares being cashed-out. Following
completion of the stock splits, the Registrant had a total of 10,058,539
shares of its common stock outstanding. During the 20 trading day period
following the completion of the stock splits, the Registrant's common stock
will be listed and traded under the Nasdaq symbol "CALCD" and will return to
the previous symbol "CALC" on July 20, 1999. A copy of the press release is
attached hereto and is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
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Exhibit No. Description
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<S> <C>
99.1 Press Release, issued June 21, 1999
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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.
Date: June 24, 1999 By: /s/ Raymond J. Pacini
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Raymond J. Pacini
Chief Executive Officer
3.
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[LETTERHEAD]
NEWS RELEASE
Contact: Raymond J. Pacini, Chief Executive Officer, (949) 250-7781
CALC ANNOUNCES FINAL PRICE FOR
REPURCHASE OF SHARES FROM ODD-LOT HOLDERS
IRVINE, California, June 21, 1999 - California Coastal Communities,
Inc. (NASDAQ: CALC) announced that, in connection with implementing the
Company's previously announced plan to repurchase approximately 230,000 odd-lot
shares, the average daily closing price per share on the Nasdaq National Market
for the ten trading days ended June 18th was $ 6.51 per share. The plan, which
was approved by the Company's stockholders last month, was effected following
the market close on Friday, June 18, 1999, through a 1-for-100 reverse stock
split which will result in the cash-out of approximately 12,300 odd-lot
stockholders who each hold less than 100 shares. These stockholders will receive
a letter of transmittal in approximately one week with instructions on how to
receive the cash payment for their shares.
The reverse split was immediately followed by a 100-for-1 forward stock
split, thereby preserving the pre-split stock price per share on Nasdaq.
Registered stockholders with more than 100 pre-split shares will receive a
letter of transmittal with instructions on how to receive new stock
certificates.
Raymond J. Pacini, President and Chief Executive Officer of California
Coastal Communities commented, "Over the last seven months, the Company has
repurchased an aggregate of over 1.9 million shares, representing approximately
16.3% of the Company's outstanding shares, at an aggregate cost of approximately
$11.5 million (an average of $5.89 per share). The Board of Directors continues
to believe the Company's stock is significantly undervalued and that retiring
shares will realize a substantial value for shareholders."
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News Release Page 2
The Company is a residential land development and homebuilding company
which holds a large residential land inventory in Southern California. The
Company's principal subsidiaries are Signal Landmark, which owns Warner Mesa, a
200 acre master-planned community of up to 1,235 homes adjacent to the Pacific
Ocean and overlooking the Bolsa Chica wetlands in Orange County, CA; and
Hearthside Homes, Inc., the sixth largest homebuilder in Orange County in 1998,
currently building a 1,200 home master-planned community in Aliso Viejo, CA and
112 homes at the Company's Rancho San Pasqual master-planned golf course
community in Escondido, CA.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
Certain statements in this press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.
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