SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3 to

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities and Exchange Act of 1934

Calprop Corporation

(Name of Subject Company)

NewCal Corporation (Offeror)
Victor Zaccaglin (Other Person)
John Curci, Sr. (Other Person)
(Names of Persons Filing Statement)

Common stock, no par value
(Title of Class of Securities)

131352106
(CUSIP Number of Class of Securities)

Victor Zaccaglin
13160 Mindanao Way, Suite 1808
Marina Del Rey, California 90292
(310) 306-4314

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications

on Behalf of the Persons Filing Statement)

WITH COPIES TO:

James R. Walther, Esq.
Mayer, Brown, Rowe & Maw LLP
350 South Grand Avenue, 25^th Floor
Los Angeles, California 90071
(213) 229-9500

     o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transactions to which the statement relates:

     þ third-party tender offer subject to Rule 14d-1.

     o issuer tender offer subject to Rule 13e-4.

     þ going-private transaction subject to Rule 13e-3.

     þ amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the results of the tender offer: o

Calculation of Filing Fee

Transaction
Valuation*	Amount of Filing Fee **
$1,067,655.55	$125.66

*

Estimated for the purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of all outstanding common shares, no par value (the “Shares”) of Calprop Corporation (the “Company”) (other than the 8,094,658 Shares owned by Mr. Zaccaglin and affiliates, to be tendered to the Purchaser pursuant to the terms of the tender offer) at a purchase price of $0.65 per Share, net to the seller in cash. As of March 21, 2005, there were 1,642,547 such Shares.

**

The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $117.70 for each $1,000,000 of the value of the transaction.

þ     Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:$125.66	Filing Parties: NewCal Corporation, Victor Zaccaglin, John Curci, Sr.
Form of Registration No.: Schedule TO	Date Filed: March 25, 2005

TABLE OF CONTENTS

	Item 11. Additional Information
	Item 12. Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.A.1
EX-99.A.7
EX-99.A.8

     This Amendment No.3 to the Tender Offer Statement on Schedule TO (this “Amendment No.3”) amends and supplements the Tender Offer Statement on Schedule TO originally filed on March 25, 2005 (as amended, the “Schedule TO”), which relates to the tender offer by NewCal Corporation, a California corporation (the “Purchaser”), to purchase any and all of the outstanding shares of Common Stock, no par value (the “Shares”), of Calprop Corporation, a California corporation (“Calprop”) not held by the Purchaser or certain related persons, at a purchase price of $0.65 per Share, upon the terms and subject to the conditions set forth in the Purchaser’s Offer To Purchase, dated March 25, 2005 (as amended, the “Offer To Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

     This Amendment No.3 also amends and supplements the Schedule 13E-3 (as amended, the “Schedule 13E-3”) filed by and on behalf of Purchaser, Victor Zaccaglin and John Curci, Sr. that was combined with the Schedule TO in accordance with instruction I to Schedule 13E-3 and Instruction J to Schedule TO.

     Except as specifically provided herein, the information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated by reference in response to all the items of this Statement.

Item 11. Additional Information

     Purchaser has extended the Offer until midnight, New York City time, on Thursday, May 26, 2005. The text of a press release issued by Purchaser on May 20, 2005, announcing the extension of the Offer is filed as Exhibit (a)(8) hereto. Purchaser has amended and supplemented the Offer to Purchase previously mailed to Calprop stockholders on March 25, 2005 to reflect the new Expiration Date and in certain other respects. A supplement to the Offer to Purchase is being mailed to stockholders, together with a letter to Calprop’s stockholders summarizing the revisions, each dated May 20, 2005. These documents are filed herewith as Exhibits (a)(1) and (a)(7), respectively.

Item 12. Exhibits

     Item 12 of the Schedule TO is hereby amended by replacing the Exhibits (a)(1), (a)(7) and (a)(8) with the following:

(a)(1)	Supplement to Offer to Purchase, dated May 20, 2005.
(a)(7)	Letter to Calprop stockholders, dated May 20, 2005.
(a)(8)	Press Release of Calprop Corporation, dated May 20, 2005.

2

SIGNATURE

          After due 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.

DATED: May 20, 2005

NewCal Corporation
By:		/s/ Victor Zaccaglin
		Victor Zaccaglin
		President
/s/ Victor Zaccaglin
	Victor Zaccaglin
/s/ John Curci, Sr.*
John Curci, Sr.
*By Victor Zaccaglin,
Attorney-in-fact

3

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)	Supplement to Offer To Purchase, dated May 20, 2005
(a)(2)	Shareholders Agreement, dated February 5, 2005.*
(a)(3)	Amended and restated Letter of Transmittal.*
(a)(4)	Amended and restated Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)	Amended and restated Notice of Guaranteed Delivery.*
(a)(6)	Guidelines of the Internal Revenue Service for Certification of Taxpayer.*
(a)(7)	Letter to Stockholders of Calprop Corporation, dated May 20, 2005.
(a)(8)	Press Release of Calprop Corporation, dated May 20, 2005.
(a)(9)	Agreement of Joint Filing and Power of Attorney, dated January 15, 2005.*
(c)(1)	Opinion of Duff & Phelps LLC as to fairness of transaction, dated February 23, 2005.*
(c)(2)	Fairness Opinion Presentation to the Special Committee of the Board of Directors of Calprop Corporation by Duff & Phelps LLC, dated February 23, 2005.*
(f)	Sections 1300 through 1313 of the General Corporation Law of the State of California.*

* Previously filed.

4

EX-99.A.1

Exhibit (a)(1)

Supplement
to
Offer to Purchase for Cash

All Outstanding Shares of Common Stock
of
Calprop Corporation
at
$.65 Net Per Share
by
NewCal Corporation

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, MAY 26, 2005, UNLESS THE OFFER IS EXTENDED.

     NewCal Corporation, a California corporation (“Purchaser”) hereby amends and supplements its Offer to Purchase relating to shares of Calprop common stock, dated March 25, 2005, as previously amended by its revised Offer to Purchase dated April 22, 2005 (the “Amended Offer to Purchase”) in the respects set forth in the following paragraphs. This Supplement should be read in conjunction with the Amended Offer to Purchase. All capitalized terms used but not defined in this Supplement have the meanings assigned to them in the Amended Offer to Purchase.

     1. Expiration Date. The Expiration Date for the Offer has been extended from the date set forth in the Amended Offer to Purchase to 12:00 midnight, New York City time, on Thursday, May 26, 2005. Calprop stockholders will have until the new Expiration Date to tender shares of Calprop common stock, or to withdraw shares of Calprop common stock previously tendered by them, in the manner described in the Amended Offer to Purchase.

     2. No Conditions to Merger. Purchaser intends to complete the Merger of Purchaser into Calprop described in the Amended Offer to Purchase promptly after completion of the Offer and the purchase of the shares tendered in connection therewith. Purchaser has not placed any conditions on its intention to complete the Merger, other than completion of the Offer on the terms and conditions stated in the Amended Offer to Purchase.

     3. Consideration of Offer by Special Directors Committee. At the meeting of the Special Directors Committee held to consider whether to approve the Offer and recommend it to Calprop stockholders that is described in the third paragraph on page 19 of the Amended Offer to Purchase, the Special Directors Committee considered, in addition to the opinion regarding the fairness of the offer that the Committee received from Duff & Phelps, LLC described in the Amended Offer to Purchase, the following matters: the information the Committee had obtained in the discussions with Mr. Zaccaglin and Mr. Hatch described in the Amended Offer to Purchase regarding the prior efforts of Mr. Zaccaglin, described on pages 37 and 38 of the Amended Offer to Purchase to find an acquiror of or an investor in Calprop; Mr. Zaccaglin’s

1

views regarding Calprop’s current financial condition and prospects; Mr. Zaccaglin’s disinclination to invest further capital in Calprop if it remains a public company; Mr. Zaccaglin’s intentions with respect to Calprop if the going private transaction is successful; and the then current stock price and stock trading history of Calprop.

     4. Return of Any Calprop Shares Not Purchased. As stated in the Amended Offer to Purchase under the caption “7. Acceptance for Payment and Payment for Calprop Shares,” if any tendered Calprop shares are not purchased in the Offer for any reason, or certificates are submitted for more Calprop shares than are tendered, then the certificates for the Calprop shares not purchased or tendered will be returned to the tendering stockholder or, in the case of shares tendered to the Depositary by book-entry transfer, will be returned for the benefit of the tendering stockholder by credit to an account maintained at the appropriate Book Entry Transfer Facility. Any such returns of shares and share certificates or credits to an account at an appropriate Book Entry Transfer Facility will be made pursuant to the instructions of the tendering stockholder, and without expense to the tendering stockholder, promptly following the expiration, termination or withdrawal of the Offer, pursuant to Rule 14e-1(c) under the Exchange Act.

     5. No Other Changes to Offer to Purchase. Except as set forth above in this Supplement with respect to extension of the Expiration Date of the Offer and the clarifications and additional information provided above in this Supplement, the Amended Offer to Purchase remains in effect and should be consulted for a complete statement of the terms and conditions of the Offer and the information required to be provided by Purchaser with respect to the Offer pursuant to the rules of the Securities and Exchange Commission under the Exchange Act.

     6. How to Obtain Information and Additional Copies of Offer Materials. Questions, requests for assistance and requests for additional copies of the Amended Offer to Purchase, this Supplement, the Letter of Transmittal and related materials may be directed to the Information Agent for the Offer. The Information Agent is Mellon Investor Services LLC. You may telephone the Information Agent at 1-866-894-3618 (toll free) for help in answering your questions.

	NewCal Corporation
May 20, 2005

2

EX-99.A.7

Exhibit (a)(7)

May 20, 2005

To Our Stockholders:

     On March 25, 2005, we sent you the Offer to Purchase and related materials regarding NewCal Corporation’s Offer to purchase all the common shares of Calprop Corporation at a cash price of $0.65 per share, net to selling stockholders. NewCal Corporation has informed us that it has received tenders of sufficient shares to satisfy the Minimum Conditions stated in its Offer and to permit the merger of NewCal into Calprop as described in its Offer to Purchase. NewCal has further informed us that it intends to close its Offer and to accept and pay for all tendered shares promptly after the new Expiration Date stated below.

     The tender offer, which is subject to the conditions set forth in the Offer to Purchase dated March 25, 2005, as amended by the revised Offer to Purchase dated April 22, 2005 (as so amended, the “Amended Offer to Purchase”) and further amended by the Supplement to the Amended Offer to Purchase dated May 20, 2005 that is enclosed with this letter, was originally scheduled to expire on April 21, 2005, which date was subsequently extended to May 19, 2005.

     NewCal Corporation has now further amended its tender offer documents, to make the following changes:

•   To extend the Expiration Date of the Offer until midnight, New York City time, on May 26, 2005 in order to provide an additional period for all stockholders to tender their Calprop stock and to consider the additional information and clarifications referred to below; and

•   To provide the additional information and clarifications set forth in the enclosed Supplement to the Amended Offer to Purchase regarding the terms and conditions of the Offer and Calprop’s consideration and recommendation thereof, which additional information and clarifications do not modify the price to be paid for Calprop stock or any of the other principal terms and conditions set forth in the original Offer to Purchase dated May 9, 2005.

Calprop Corporation, 13160 Mindanao Way, Suite 180, Marina Del Rey, CA 90292 (310) 306-4314 FAX (310) 301-0435

     If the tender offer is successful, NewCal will merge into Calprop in a transaction in which cash will be paid for any publicly held shares of Calprop common stock that are not tendered in response to the Offer at the same cash price as that paid in the Offer. These transactions are intended to result in Calprop becoming a privately-held company.

     We have approved NewCal Corporation’s Offer and recommend that all Calprop stockholders tender their shares. We urge you to consider carefully the information contained in NewCal Corporation’s Amended Offer to Purchase and the enclosed Supplement thereto, and to determine promptly whether you wish to accept the Offer and tender your shares of Calprop common stock. If you decide to tender your shares, you should follow the instructions in the enclosed materials and submit your shares, or make arrangements with your broker or other nominee to do so, sufficiently in advance of the new May 26, 2005 Expiration Date of NewCal’s Offer to enable your shares to be received by the Depositary for the Offer by that date.

The Board of Directors

EX-99.A.8

Exhibit (a)(8)

Press Contact and Investor Relations:
Henry Nierodzik
310-306-4314

PRESS RELEASE

NEWCAL CORPORATION TENDER OFFER FOR CALPROP CORPORATION
EXTENDED TO MAY 26, 2005

     Marina Del Rey, California (May 20, 2005). NewCal Corporation (“NewCal”) announced today that it has extended its $0.65 per share cash tender offer for all of the outstanding common stock of Calprop Corporation (“Calprop”) (Bulletin Board CLPO) until midnight, New York City time, on Thursday, May 26, 2005.

     As of 12:00 p.m., New York City time on May 19, 2005, Calprop stockholders had tendered and not withdrawn 1,372,380 shares of Calprop’s outstanding shares, which is sufficient to satisfy the Minimum Conditions to NewCal’s tender offer described below.

     NewCal is a corporation formed for the purpose of making the offer by Victor Zaccaglin, who is the founder, Chairman of the Board of Directors, Chief Executive Officer and largest stockholder of Calprop. This Offer is part of an overall plan intended to result in all of the outstanding Calprop shares being owned by Mr. Zaccaglin, John Curci, Sr., who is also a principal stockholder of Calprop, and members of their respective families. These persons hold, in the aggregate, 8,094,658 shares, comprising approximately 83% of Calprop’s outstanding common stock. If the offer is completed, Mr. Zaccaglin and Mr. Curci intend to contribute their Calprop shares to Purchaser in exchange for common stock of Purchaser and expect that members of their respective families will do the same. If the tender offer is successful, NewCal intends to effect a merger with and into Calprop and take Calprop private.

     The tender offer is conditioned, among other things, on there being tendered in the offer shares that (1) would, when aggregated with the Calprop shares owned directly or indirectly by NewCal, Messrs. Zaccaglin and Curci and members of their respective families, represent at least 90% of all outstanding Calprop shares and (2) represent a majority of the shares that are not owned by Messrs. Zaccaglin and Curci and members of their respective families. Calprop has announced that the Special Committee of the Board of Directors has agreed that the tender offer is fair to and in the best interests of the public stockholders of Calprop and has also recommended that such stockholders accept the offer.