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Goldman Sachs Group Inc – ‘SC 13D/A’ on 4/27/94 re: Calton Inc

As of: Wednesday, 4/27/94 · Accession #: 891836-94-35 · File #: 5-35449

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/27/94  Goldman Sachs Group Inc           SC 13D/A               2:33K  Calton Inc                        Sullivan & Cromw… LLP/FA

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Goldman Sachs Schedule 13D/A                          29     67K 
 2: EX-99       Goldman Sachs Schedule 13D/A Joint Filing              1      4K 
                          Agreement

SC 13D/A — Goldman Sachs Schedule 13D/A
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Goldman Sachs Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of the Transaction Security and Issuer Source and Amounts of Funds or other Consideration
1	1st Page - Filing Submission
4	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Goldman Sachs
6	Item 3. Source and Amounts of Funds or other Consideration
7	Item 4. Purpose of the Transaction
10	Item 5. Interest in Securities of the Issuer
11	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
13	Item 7. Material to be Filed as Exhibits

SC 13D/A 1st Page of 29 TOC ↑Top Previous Next ↓Bottom Just 1st

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Calton, Inc.
(Name of Issuer)

Common Stock,
par value $.01 per share
(Title of Class of Securities)

131380 20 6
(CUSIP Number)

Patricia A. Maher, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
(212) 902-1000

________________________________
(Name, address and telephone number of person authorized
to receive notices and communications)

February 12, 1994
(Date of Event which requires Filing of this Statement)

If a filing person has previously filed a statement on Schedule 13G 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: [ ]

Check the following box if a fee is being paid with this statement: [ ]

SC 13D/A 2nd Page of 29 TOC 1st Previous Next ↓Bottom Just 2nd

____________________
CUSIP NO.
131380 20 6
____________________
____________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Goldman, Sachs & Co.
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
____________________________________________________________
3. SEC Use Only

____________________________________________________________
4. Source of Funds

00
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
[x]
____________________________________________________________
6. Citizenship or Place of Organization

New York
Number of 7. Sole Voting Power
Shares -0-
Beneficially 8. Shared Voting Power
Owned By 2,448,810
Each 9. Sole Dispositive Power
Reporting -0-
Person 10. Shared Dispositive Power
With 2,448,810
____________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting
Person

2,448,810
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
____________________________________________________________
13. Percent of Class Represented by Amount in Row (11)

10.3%
14. Type of Reporting Person

BD-PN

SC 13D/A 3rd Page of 29 TOC 1st Previous Next ↓Bottom Just 3rd

The Goldman Sachs Group, L.P.
2. Check the Appropriate Box if a Member of a Group [3]

(a) [ ]
(b) [ ]
____________________________________________________________
3. SEC Use Only

____________________________________________________________
4. Source of Funds

00
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
[ ]
____________________________________________________________
6. Citizenship or Place of Organization

Delaware
Number of 7. Sole Voting Power
Shares -0-
Beneficially 8. Shared Voting Power
Owned By 2,448,810
Each 9. Sole Dispositive Power
Reporting -0-
Person 10. Shared Dispositive Power
With 2,448,810
____________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting
Person

2,448,810
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
____________________________________________________________
13. Percent of Class Represented by Amount in Row (11)

10.3%
14. Type of Reporting Person
HC-PN

SC 13D/A 4th Page of 29 TOC 1st Previous Next ↓Bottom Just 4th

Item 1. Security and Issuer.

This Amendment No. 1 to the Statement on Schedule 13D relates

to the beneficial ownership by Goldman, Sachs & Co. ("Goldman Sachs") of

shares of the common stock, par value $.01 per share (the "Common Stock"),

of Calton, Inc., a New Jersey corporation (the "Company"). Goldman Sachs

beneficially owns 2,448,810 shares of Common Stock (the "Shares"),

including 366,210 shares of Common Stock issuable after April 13, 1994 and

up to May 13, 1994 upon exercise of warrants to purchase Common Stock.

The principal executive offices of the Company are located at

500 Craig Road, Manalapan, New Jersey 07726-8790.

Item 2. Identity and Background.

This statement is being filed by Goldman Sachs and The Goldman

Sachs Group, L.P. ("GS Group").*

The business address of each of Goldman Sachs and GS Group is

85 Broad Street, New York, New York 10004. Goldman Sachs, a New York

limited partnership, is an investment banking firm and a member of the New

York Stock Exchange, Inc. and other national securities exchanges. GS

Group, one of the general partners of Goldman Sachs, owns a 99% interest in

Goldman Sachs. GS Group is a Delaware

* Neither the present filing nor anything contained
herein shall be construed as an admission that Goldman
Sachs or GS Group constitute a "person" for any purpose
other than Section 13(d) of the Securities Exchange Act
of 1934, or that Goldman Sachs and GS Group constitute
a "group" for any purpose.

SC 13D/A 5th Page of 29 TOC 1st Previous Next ↓Bottom Just 5th

limited partnership and a holding partnership that engages (directly or

indirectly through subsidiaries or affiliated companies or both) in the

business of buying and selling securities, both foreign and domestic, and

in making investments on behalf of its partners. GS Group is controlled by

its general partners (which consist of the general partners of Goldman

Sachs other than GS Group) as a group, who have delegated to its Management

Committee the power to act on their behalf with respect to the management

of GS Group.

The name, business address, present principal occupation or

employment and citizenship of each of the general partners of Goldman Sachs

and of GS Group that is a natural person are set forth in Schedule I hereto

and are incorporated herein by reference. The name, state or place of

organization, principal business, address of principal business and address

of principal office of each of the general partners of Goldman Sachs (other

than GS Group) and of GS Group that is not a natural person are also set

forth in Schedule I hereto and incorporated herein by reference. The name,

business address, present principal occupation or employment and

citizenship of each controlling person, if any, director and executive

officer of each corporate general partner of Goldman Sachs are set forth in

Schedule II hereto and are incorporated herein by reference. The members

of the Management Committee of GS Group are

SC 13D/A 6th Page of 29 TOC 1st Previous Next ↓Bottom Just 6th

those persons listed in Schedule I who have an asterisk marked next to

their name.

During the last five years, none of Goldman Sachs, GS Group,

and, to the knowledge of each of Goldman Sachs and GS Group, none of the

persons listed on Schedule I or Schedule II hereto, (i) has been convicted

in a criminal proceeding (excluding traffic violations or similar

misdemeanors) or (ii) except as set forth in Schedule III hereto, has been

a party to a civil proceeding of a judicial or administrative body of

competent jurisdiction and as a result of such proceeding was or is subject

to a judgment, decree or final order enjoining future violations of, or

prohibiting or mandating activities subject to, federal or state securities

laws, or finding any violation with respect to such laws.

Item 3. Source and Amounts of Funds or other
Consideration.

Goldman Sachs acquired the Shares pursuant to a joint plan of

reorganization of the Company and certain of its subsidiaries under

Chapter 11, Title 11 of the United States Code (the "Plan of

Reorganization"), which was confirmed by the United States Bankruptcy Court

for the District of New Jersey on May 6, 1993, and which was consummated on

May 28, 1993.

Under the Plan of Reorganization, all holders of the Company's

12 5/8% Subordinated Notes due 1996

SC 13D/A 7th Page of 29 TOC 1st Previous Next ↓Bottom Just 7th

("Subordinated Notes") received, for each $1,000 principal amount of

Subordinated Notes held, 356 shares of Common Stock and 62.6 warrants to

purchase Common Stock at an exercise price of $1.53 per share (the

"Warrants"). The Warrants may be exercised no earlier than April 13, 1994

and no later than May 13, 1994, and their exercise price is subject to

certain adjustments described in the Warrant Agreement among the Company,

Goldman Sachs and certain other parties, previously filed as Exhibit 3.

In the ordinary course of its business, Goldman Sachs held as

of May 6, 1993, $5,850,000 aggregate principal amount of Subordinated Notes

acquired in the course of its trading activities. Following consummation

of the Plan of Reorganization, these Subordinated Notes were converted into

2,082,600 shares of Common Stock and 366,210 Warrants.

None of the persons listed on Schedule I or Schedule II hereto

has contributed any funds or other consideration towards the acquisition of

the shares of Common Stock and the Warrants by Goldman Sachs, except as

they may have made capital contributions to Goldman Sachs as general

partners of Goldman Sachs.

Item 4. Purpose of the Transaction.

Goldman Sachs acquired beneficial ownership of the shares of

Common Stock and the Warrants held by it pursuant to the Plan of

Reorganization as part of the Company's efforts to restructure its

outstanding indebtedness.

SC 13D/A 8th Page of 29 TOC 1st Previous Next ↓Bottom Just 8th

Pursuant to a Registration Rights Agreement, dated as of

May 28, 1993, among the Company, Goldman Sachs and certain other parties

(the "Registration Rights Agreement"), the Company filed a registration

statement on Form S-1 (the "Shelf Registration Statement") with the

Securities and Exchange Commission (the "Commission") on March 25, 1993.

Under the Shelf Registration Statement, all shares of Common Stock

(including shares issuable upon the exercise of Warrants), the Warrants and

shares of Redeemable Convertible Preferred Stock, $.10 par value (the

"Preferred Stock") of the Company were registered in connection with

resales of Common Stock, Warrants and Preferred Stock by the Company's

shareholders. The Company is obliged to keep the Shelf Registration

Statement effective for a period of three years from its effective date,

and, upon the request of parties to the Registration Rights Agreement who

own not less than 5% of the Common Stock, the Company shall be obliged to

amend the Shelf Registration Statement to provide for underwritten

offerings of Common Stock. In addition, the Registration Rights Agreement

provides certain parties (including Goldman Sachs) "piggyback" registration

rights which will entitle such parties to have all or a portion of the

Common Stock (and the Common Stock issuable upon the exercise of the

Warrants), and the Warrants, included in any underwritten public offering

of Common Stock conducted by the Company, or in any registered public

offering conducted by the Company

SC 13D/A 9th Page of 29 TOC 1st Previous Next ↓Bottom Just 9th

within five years of the date of the Registration Rights Agreement.

Goldman Sachs intends to exercise its resale rights with respect to shares

of Common Stock and Warrants under the Shelf Registration Statement, from

time to time, as it deems appropriate in light of the sale terms offered to

Goldman Sachs, as well as other facts and circumstances prevailing, at such

time.

Except as set forth above, none of Goldman Sachs, GS Group or,

to the knowledge of Goldman Sachs or GS Group, any of the persons listed on

Schedule I or Schedule II hereto has any present plans or intentions which

would result in or relate to any of the transactions described in

subparagraphs (a) through (j) of Item 4 of Schedule 13D. Each of Goldman

Sachs and GS Group, however, expects to evaluate on an ongoing basis the

Company's financial condition, business, operations and prospects and their

interest in, and intentions with respect to, the Company. Accordingly,

each of Goldman Sachs and GS Group reserves the right to change its plans

and intentions at any time, as it deems appropriate. To the knowledge of

each of Goldman Sachs and GS Group, each of the persons listed on

Schedule I or Schedule II hereto may make the same evaluation and may have

the same reservation.

SC 13D/A 10th Page of 29 TOC 1st Previous Next ↓Bottom Just 10th

Item 5. Interest in Securities of the Issuer.

(a) Goldman Sachs and GS Group hold beneficial ownership of

the shares of Common Stock set forth in Schedule IV hereto, and of the

percentage of shares of Common Stock outstanding as of the close of

business on the date set forth in such Schedule IV. The percentage of

shares of Common Stock beneficially owned by Goldman Sachs and GS Group is

based on the number of shares of Common Stock outstanding as reported to be

outstanding as of October 1, 1993 in the Company's Quarterly Report on Form

10-Q for the quarter ended August 31, 1994 plus the number of shares of

Common Stock deemed to be beneficially owned by Goldman Sachs and GS Group

as a result of the exercisability of the Warrants. To the knowledge of

each of Goldman Sachs and GS Group, the persons listed on Schedule I or

Schedule II hereto own no shares of Common Stock.

(b) Goldman Sachs and GS Group may be deemed to share the

power to vote or direct the vote and to dispose or to direct the

disposition of the shares of Common Stock beneficially owned by them. To

the knowledge of each of Goldman Sachs and GS Group, each of the persons

listed in Schedule I or Schedule II hereto has the sole power to vote or

direct the vote and to dispose or to direct the disposition of the shares

of Common Stock, if any, beneficially owned by such person.

SC 13D/A 11th Page of 29 TOC 1st Previous Next ↓Bottom Just 11th

each of Goldman Sachs and GS Group, none of the persons listed on

Schedule I or Schedule II hereto, has been party to any transaction in the

Common Stock during the sixty-day period ending on the date of this

Statement on Schedule 13D.

(d) No other Person is known by either Goldman Sachs or

GS Group to have the right to receive or the power to direct the receipt of

dividends from, or the proceeds from the sale of, any shares of Common

Stock beneficially owned by Goldman Sachs or GS Group, or by any of the

persons listed on Schedule I or Schedule II hereto.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to
Securities of the Issuer.

Goldman Sachs is a party to the Warrant Agreement, dated as of

May 28, 1993, executed by the Company in accordance with the Plan of

Reorganization. Under the Warrant Agreement, each Warrant shall be

exercisable at a price of $1.53, subject to adjustment as provided in the

Warrant Agreement, and may be exercised in whole or in increments of

100 shares no earlier than April 13, 1994 and no later than May 13, 1994.

The date on which shares of Common Stock shall be delivered upon the

exercise of any Warrants is May 28, 1994. The Warrants are freely

transferable.

SC 13D/A 12th Page of 29 TOC 1st Previous Next ↓Bottom Just 12th

As indicated in the response to Item 4, Goldman Sachs is also a

party to the Registration Rights Agreement, pursuant to which the Company

has filed its Shelf Registration Statement with respect to all of the

Company's Common Stock, Warrants and Preferred Stock. The Registration

Rights Agreement obliges the Company to keep the Shelf Registration

Statement effective for a period of three years from its effective date.

Also, pursuant to the Registration Rights Agreement, upon the request of

parties to the Registration Rights Agreement who own not less than 5% of

the outstanding Common Stock (on a fully diluted basis), the Company will

be obliged to amend the Shelf Registration Statement to provide for

underwritten offerings of Common Stock. In addition, the Registration

Rights Agreement provides for certain "piggyback" rights which will entitle

the selling securityholders under the Shelf Registration Statement (the

"Selling Securityholders") to have all or a portion of the Common Stock,

Warrants and Preferred Stock owned by them, and the Common Stock issuable

upon the exercise of Warrants or upon the conversion of Preferred Stock or

certain notes issued by the Company, included in any underwritten public

offering of Common Stock conducted by the Company, or in any registered

public offering conducted by the Company within five years of the date of

the Registration Rights Agreement. Under the Registration Rights

Agreement, the Company is obligated to

SC 13D/A 13th Page of 29 TOC 1st Previous Next ↓Bottom Just 13th

bear the expenses incurred by it in connection with any registration

effected pursuant to the Registration Rights Agreement, subject to certain

exceptions. Under certain circumstances, the Company is also obligated to

indemnify the Selling Securityholders and underwriters against certain

liabilities arising out of or incident to a registration effected pursuant

to the terms of the Registration Rights Agreement.

The foregoing descriptions are qualified in their entirety by

reference to Item 4 and the exhibits listed under Item 7 hereof, which are

incorporated herein by reference.

Except as described herein, none of Goldman Sachs, GS Group

and, to the knowledge of each of Goldman Sachs and GS Group, none of the

persons listed on Schedule I or Schedule II hereto is a party to any

contract, arrangement, understanding or relationship with respect to any

securities of the Company.

Item 7. Material to be Filed as Exhibits.

(1) Joint Filing Agreement.

(2) Warrant Agreement, dated as of May 28, 1993, by and between the

Company, in favor of each of the Persons acquiring Warrants in

accordance with the Plan of Reorganization, dated January 12,

1993,

SC 13D/A 14th Page of 29 TOC 1st Previous Next ↓Bottom Just 14th

confirmed by the United States Bankruptcy Court for the District of New

Jersey on May 6, 1993.*

(3) Registration Rights Agreement, dated as of May 28, 1993 by and

among the Company and each of the Persons named on Schedule A

thereto.*

* Previously filed

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SIGNATURE

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.

THE GOLDMAN SACHS GROUP, L.P.

By /s/ David DeLucia
Name: David DeLucia
Title: General Partner

Dated: April 25, 1994

SC 13D/A 16th Page of 29 TOC 1st Previous Next ↓Bottom Just 16th

SCHEDULE I

The following table sets forth the name of each of the general
partners of Goldman, Sachs & Co. (other than The Goldman Sachs
Group, L.P.) and of The Goldman Sachs Group, L.P. Unless
otherwise indicated, the business address of each person listed
below is 85 Broad Street, New York, NY 10004, and, unless
otherwise indicated, each natural person listed below is a
citizen of the United States of America. Nobuyoshi John Ehara
Inc., Jun Makihara Inc. and Masanori Mochida Inc., the only
corporate general partners of Goldman, Sachs & Co. and The
Goldman Sachs Group, L.P., are each incorporated in the State
of Delaware. The principal occupation of each natural person
listed below and the principal business of each of Nobuyoshi
John Ehara Inc., Jun Makihara Inc. and Masanori Mochida Inc.,
is as a general partner of Goldman, Sachs & Co. The persons
listed below who have an asterisk marked next to their name are
members of the Management Committee of The Goldman Sachs
Group, L.P.

Name and Citizenship Business Address

The persons listed below who have an asterisk marked next to their name are
members of the Management Committee of The Goldman Sachs Group, L.P.

Stephen Friedman*

Eric P. Sheinberg

Roy J. Zuckerberg*

David C. Clapp

David M. Silfen*

Jon Z. Corzine*

Eugene V. Fife* 133 Fleet Street
London EC4A 2BB, England

Richard M. Hayden 133 Fleet Street
London EC4A 2BB, England

Robert J. Hurst*

SC 13D/A 17th Page of 29 TOC 1st Previous Next ↓Bottom Just 17th

William J. Kealy

Howard A. Silverstein

Howard C. Katz

Michael R. Armellino

Peter K. Barker 333 South Grand Avenue
Los Angeles, CA 90071
Eric S. Dobkin

David A. George*

Willard J. Overlock, Jr.*

Henry M. Paulson, Jr.* 4900 Sears Tower
Chicago, IL 60606
Mark O. Winkelman*
Netherlands

Richard S. Atlas 333 South Grand Avenue
Los Angeles, CA 90071
Jonathan L. Cohen

John R. Farmer 133 Fleet Street
London EC4A 2BB, England

Fredric B. Garonzik 133 Fleet Street
London EC4A 2BB, England
Kevin W. Kennedy

William C. Landreth 555 California Street
San Francisco, CA 94104
Daniel M. Neidich

Gary D. Rose

Edward Spiegel

Fischer Black

Robert A. Cenci

SC 13D/A 18th Page of 29 TOC 1st Previous Next ↓Bottom Just 18th

Robert F. Cummings, Jr.

Charles A. Davis

Angelo DeCaro

David F. DeLucia

Steven G. Einhorn

Joseph H. Ellis

Wade Fetzer III 4900 Sears Tower
Chicago, IL 60606
David B. Ford

Robert M. Giordano

John A. Golden

Richard W. Herbst

Henry James 12-32 Akasaka 1-chome
Minato-ku, Tokyo 107
Japan
David M. Leuschen

Jeanette W. Loeb

Michael R. Lynch

Michael D. McCarthy

Donald C. Opatrny, Jr.

R. Ralph Parks, Jr.

Edward A. Poppiti, Jr.

Gary L. Seevers

Alan A. Shuch

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Thomas E. Tuft

Artur Walther Messe Turm, D-6000
Federal Republic of Germany Frankfurt am Main 1, Germany

Garland E. Wood

Robert J. Katz*

Michael P. Mortara

Henry C. Barkhorn III

Lloyd C. Blankfein

Frank P. Brosens

John P. Curtin, Jr.

Gavyn Davies 133 Fleet Street
United Kingdom London EC4A 2BB, England

Dexter D. Earle

Nobuyoshi John Ehara 12-32, Akasaka 1-chome
Japan Minato-ku, Tokyo 107, Japan

Nobuyoshi John Ehara Inc. 12-32 Akasaka 1-chome
Minato-ku, Tokyo 107, Japan
J. Christopher Flowers

Gary Gensler 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107, Japan

John F. Gilmore, Jr. 4900 Sears Tower
Chicago, IL 60606
Charles T. Harris III

Thomas J. Healey

Stephen Hendel

Robert E. Higgins

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Ernest S. Liu

Robert I. Lund 4900 Sears Tower
Chicago, IL 60606

Eff W. Martin 555 California Street
San Francisco, CA 94104
Charles B. Mayer, Jr.

Michael J. O'Brien 133 Fleet Street
United Kingdom London EC4A 2BB, England

Mark Schwartz

Stephen M. Semlitz

Robert K. Steel 133 Fleet Street
London EC4A 2BB, England

Daniel J. Sullivan, Jr. 53 State Street, 13th Floor
Boston, MA 02109
John A. Thain

John L. Thornton 133 Fleet Street
London EC4A 2BB, England

Moses K. Tsang 15 Queen's Road Central
Hong Kong

Bracebridge H. Young, Jr. 133 Fleet Street
London EC4A 2BB, England
Joseph R. Zimmel

Barry L. Zubrow

Gary L. Zwerling

Jonathan R. Aisbitt 133 Fleet Street
United Kingdom London EC4A 2BB, England

Andrew M. Alper

William J. Buckley

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Frank L. Coulson, Jr.

Connie Kadrovach Duckworth 4900 Sears Tower
Chicago, IL 60606
Richard A. Friedman

Alan R. Gillespie 133 Fleet Street
United Kingdom London EC4A 2BB, England

Joseph H. Gleberman

Jacob D. Goldfield

Steven M. Heller

Ann F. Kaplan

Robert S. Kaplan

Peter D. Kiernan III

John P. McNulty

T. Willem Mesdag 133 Fleet Street
London EC4A 2BB, England
Gaetano J. Muzio

Robin Illgen Neustein

Timothy J. O'Neill

Scott M. Pinkus

John J. Powers

Stephen D. Quinn

Arthur J. Reimers 133 Fleet Street
London EC4A 2BB, England
James P. Riley, Jr.

Richard A. Sapp 133 Fleet Street
London EC4A 2BB, England

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Bernard M. Sussman

Donald F. Textor

Thomas B. Walker III

Patrick J. Ward 133 Fleet Street
London EC4A 2BB, England

Jeffrey M. Weingarten 133 Fleet Street
London EC4A 2BB, England
Jon Winkelried

Richard Witten

Gregory K. Palm

Carlos A. Cordeiro 133 Fleet Street
London EC4A 2BB, England

John O. Downing 133 Fleet Street
London EC4A 2BB, England

W. Mark Evans 3 Garden Road Central
Canada Hong Kong

Michael D. Fascitelli

Sylvain M. Hefes 133 Fleet Street
France London EC4A 2BB, England

Reuben Jeffery III 133 Fleet Street
London EC4A 2BB, England
Lawrence H. Linden

Jun Makihara 12-32 Akasaka 1-chome
Japan Minato-ku, Tokyo 107, Japan

Jun Makihara Inc.

Masanori Mochida 12-32 Akasaka 1-chome
Japan Minato-ku, Tokyo 107, Japan

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Masanori Mochida Inc.

Robert B. Morris III 555 California Street
San Francisco, CA 94014

Philip D. Murphy Messe Turm, D-6000
Frankfurt am Main 1, Germany

Suzanne M. Nora Johnson 333 South Grand Avenue
Los Angeles, CA 90071
Terence M. O'Toole

Carl G.E. Palmstierna 133 Fleet Street
Sweden London EC4A 2BB, England

Michael G. Rantz

J. David Rogers

Joseph Sassoon 133 Fleet Street
Israel London EC4A 2BB, England

Peter Savitz 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107, Japan
Charles B. Seelig Jr.

Ralph F. Severson 555 California Street
San Francisco, CA 94104

Gene T. Sykes 333 South Grand Avenue
Los Angeles, CA 90071

Gary A. Syman 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107, Japan

Leslie C. Tortora

John L. Townsend

Lee G. Vance 133 Fleet Street
London EC4A 2BB, England
David A. Viniar

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John S. Weinberg

Peter A. Weinberg

Laurence M. Weiss

George W. Wellde Jr.

Jaime E. Yordan

Sharmin Mossauar-Rahmani
United Kingdom

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SCHEDULE II

The name, business address, present principal occupation or
employment and citizenship of each controlling person, if any, director and
executive officer of each general partner of Goldman Sachs & Co. or The
Goldman Sachs Group that is a corporation are set forth below.

I. Nobuyoshi John Ehara Inc.

Nobuyoshi John Ehara Inc. is controlled by Nobuyoshi John Ehara, its
President and one of its directors. The business address of each person
listed below other than Nobuyoshi John Ehara is 85 Broad Street, New York,
New York 10004, and each such person is a citizen of the United States of
America. The business address of Nobuyoshi John Ehara, a citizen of Japan,
is the Ark Mori Building, 1-12-32, Akasaka, Minato-Ku, Tokyo 107, Japan.

Name and Position Present
Business Address Principal Occupation

Robert J. Katz Chairman of General Partner of Goldman,
the Board Sachs & Co.

Stuart J. Schlesinger Vice Chairman Limited Parter of Goldman,
of the Board Sachs & Co.

Nobuyoshi John Ehara President and General Partner of Goldman,
Director Sachs & Co.

James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.

II. Masanori Mochida Inc.

Masanori Mochida Inc. is controlled by Masanori Mochida, its
President and one of its directors. The business address of each person
listed below other than Masanori Mochida is 85 Broad Street, New York, New
York 10004, and each such person is a citizen of the United States of
America. The business address of Masanori Mochida, a citizen of Japan, is
12-32, Akasaka 1-chome, Minato-ku, Tokyo 107, Japan.

Name and Present
Business Address Position Principal Occupation

Robert J. Katz Chairman of General Partner of Goldman,
the Board Sachs & Co.

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Stuart J. Schlesinger Vice Chairman Limited Parter of Goldman,
of the Board Sachs & Co.
and Treasurer

Masanori Mochida President and General Partner of Goldman,
Director Sachs & Co.

James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.

III. Jun Makihara Inc.

Jun Makihara Inc. is controlled by Jun Makihara, its President
and one of its directors. The business address of each person listed below
other than Jun Makihara is 85 Broad Street, New York, New York 10004, and
each such person is a citizen of the United States of America. The business
address of Jun Makihara, a citizen of Japan, is 333 South Grand Avenue, Los
Angeles, California 90071.

Name and Present
Business Address Position Principal Occupation

Robert J. Katz Chairman of General Partner of Goldman,
the Board Sachs & Co.

Stuart J. Schlesinger Vice Chairman Limited Parter of Goldman,
of the Board Sachs & Co.
and Treasurer

Jun Makihara President and General Partner of Goldman,
Director Sachs & Co.

James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.

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SCHEDULE III

In settlement of SEC Administrative Proceeding File No. 3-7646
In the Matter of the Distribution of Securities Issued by Certain
Government Sponsored Enterprises, Goldman, Sachs & Co., (the "Firm")
without admitting or denying the findings consented to the entry of an
Order dated January 16, 1992 along with numerous other securities firms.
The SEC found that the Firm in connection with its participation in the
primary distributions of certain unsecured debt securities issued by
Government Sponsored Enterprises ("GSEs") made and kept certain records
that did not accurately reflect the Firm's customers' orders for GSEs'
securities and/or offers, purchases or sales by the Firm of the GSEs'
securities effected by the Firm in violation of Section 17(a) of the
Exchange Act and 17 C.F.R. sec.sec. 240.17a-3 and 240.17a-4.

The Firm was ordered to cease and desist from committing or causing
future violations of the aforementioned sections of the Exchange Act in
connection with any primary distributions of unsecured debt securities
issued by the GSEs, pay a civil money penalty to the United States Treasury
in the amount of $100,000 and maintain policies and procedures reasonably
designed to ensure the Firm's future compliance with the aforementioned
sections of the Exchange Act in connection with any primary distributions
of unsecured debt securities issued by the GSEs.

In SEC Administrative Proceeding File No.3-8282 In the Matter of
Goldman, Sachs & Co., the Firm without admitting or denying the
allegations settled administrative proceedings involving alleged books and
records and supervisory violations relating to eleven trades in the
secondary markets for U.S. Treasury securities in 1985 and 1986. The SEC
alleged that the Firm had failed to maintain certain records required
pursuant to Section 17(a) of the Exchange Act and had also failed to
supervise activities relating to the aforementioned trades in violation of
Section 15(b)(4)(E) of the Exchange Act.

The Firm was ordered to cease and desist from committing or causing
any violation of the aforementioned sections of the Exchange Act, pay a
civil money penalty to the SEC in the amount of $250,000 and establish
policies and procedures reasonably designed to assure compliance with
Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder.

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SCHEDULE IV

As of the close of business on April 25, 1994, Goldman Sachs
held in the aggregate 2,082,600 shares of Common Stock of Calton, Inc. The
shares of Common Stock of Calton, Inc. held by Goldman Sachs on such date
constituted 8.9% of such Common Stock then outstanding. Goldman Sachs also
held warrants to purchase an additional 366,210 shares of Common Stock, or
approximately 1.5% of the Common Stock outstanding and issuable upon
exercise of the Goldman Sachs warrants.

Goldman Sachs acquired beneficial ownership of such shares of
Common Stock in connection with a joint plan of reorganization of Calton,
Inc. and certain of its subsidiaries under Chapter 11, Title 11 of the
United States Code, which was confirmed by the United States Bankruptcy
Court for the district of New York on May 6, 1993 and consummated on May
28, 1993. Under the joint plan of reorganization, the $5,850,000 aggregate
principal amount of 12-5/8% Subordinated Notes due 1996 held by Goldman
Sachs were converted into 2,082,600 shares of Common Stock and 366,210
Warrants to purchase Common Stock.

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INDEX TO EXHIBITS

[Enlarge/Download Table]

Exhibit No. Exhibit Page

(99) Joint Filing Agreement

(2) Warrant Agreement, dated as of May 28, 1993, by and between the *
Company, in favor of each of the Persons acquiring Warrants in
accordance with the Plan of Reorganization, dated January 12, 1993,
confirmed by the United States Bankruptcy Court for the District of
New Jersey on May 6, 1993

(3) Registration Rights Agreement, dated as of May 28, 1993 by and *
among the Company and each of the Persons named on Schedule A
thereto
<FN>
* Previously filed

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	8/31/94	10		None on these Dates
	5/28/94	11
	5/13/94	4	11
Filed on:	4/27/94
	4/25/94	15	28
	4/13/94	4	11
	2/12/94	1
	10/1/93	10
	5/28/93	6	29
	5/6/93	6	29
	3/25/93	8
	1/12/93	13	29
	1/16/92	27
				List all Filings

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Filing Submission 0000891836-94-000035 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Goldman Sachs Group Inc – ‘SC 13D/A’ on 4/27/94 re: Calton Inc

As of: Wednesday, 4/27/94 · Accession #: 891836-94-35 · File #: 5-35449

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Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Goldman Sachs Schedule 13D/ADocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Goldman Sachs Schedule 13D/A
Document Table of Contents