-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NuMp+pMbpg5JaxQgVNmkUCvjKzp1wsA6WzHGH/MtFvqHwgpy9c60TEGod2IKF/6G w5vVwatIa7DQ+lYg8amPdA== 0001044966-98-000011.txt : 19981119 0001044966-98-000011.hdr.sgml : 19981119 ACCESSION NUMBER: 0001044966-98-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALTON INC CENTRAL INDEX KEY: 0000717216 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 222433361 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-35449 FILM NUMBER: 98754551 BUSINESS ADDRESS: STREET 1: 500 CRAIG RD CITY: MANALAPAN STATE: NJ ZIP: 07726-8790 BUSINESS PHONE: 9087801800 MAIL ADDRESS: STREET 1: 500 CRAIG RD CITY: MANALAPAN STATE: NJ ZIP: 07726-8790 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAINDL FREDERICK J CENTRAL INDEX KEY: 0001044966 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 0 STREET 2: 3150 COFFEETOWN RD CITY: OREFIELD STATE: PA ZIP: 18069 BUSINESS PHONE: 6103953333 MAIL ADDRESS: STREET 2: 3150 COFFEETOWN RD CITY: OREFIELD STATE: PA ZIP: 18069 SC 13D 1 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 -----END PRIVACY-ENHANCED MESSAGE-----