SC 13D 1 gsc13d-30297.txt SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 46) CALPROP CORPORATION (Name of Issuer) Common Stock, No par value per share -------------------------------------------------------------------------------- (Title of Class of Securities) 13152 106 ----------------------- (CUSIP Number) Mark F. Spiro Calprop Corporation 13160 Mindanao Way, Suite 180, Marina Del Rey, California 90292 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 2002 (Date of Event which Requires Filing of this Statement) If the 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 / /. (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 five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" 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 (however, see the Notes). (Continued on following page(s)) Page 1 of 6 Pages CUSIP No.131352 106 Page 2 of 6 Pages 13D ------------------------------------------------------------------------------ (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Victor Zaccaglin ------------------------------------------------------------------------------ (2) Check the Appropriate Box If a Member of a Group (a) [ ] (b) [ ] ------------------------------------------------------------------------------ (4) Source of Funds* ------------------------------------------------------------------------------ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ------------------------------------------------------------------------------ (6) Citizenship or Place of Organization ------------------------------------------------------------------------------ (7) Sole Voting Power Number of ----------------------------------------------------------- Shares (8) Shared Voting Power 4,485,129 (Does not include Beneficially unexercised option for 100,000 shares) Owned By ----------------------------------------------------------- Each Reporting (9) Sole Dispositive Power Person ----------------------------------------------------------- With (10) Shared Dispositive Power 4,485,129 shares (Does not include unexercised option for 100,000 shares) ------------------------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,585,129 ------------------------------------------------------------------------------ (12) Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* ------------------------------------------------------------------------------ (13) Percent of Class Represented by Amount in Row (9) 41.01% ------------------------------------------------------------------------------ (14) Type of Reporting Person* ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 ITEM 1. SECURITY AND ISSUER. -------------------- This statement relates to shares of Common Stock no par value ("Common Stock") of Calprop Corporation, a California Corporation (the "Company"). The principal executive offices of the Company are located at 13160 Mindanao Way, St. 180, Marina Del Rey, CA 90292. ITEM 2. IDENTITY AND BACKGROUND. ------------------------ This Amendment is being filed by Victor and Hannah Zaccaglin, husband and wife. The information required by Item 2 of Regulation 240.l3d-l0l follows: l. (a) Name: Victor Zaccaglin. (b) Residence: 2205 Tunbridge Court Bel Air, California 90077 (c) Present employment: Chairman of Board and Chief Executive Officer of the Company. Such employment is conducted at the principal executive offices of Company listed above under item 1. (d) Criminal convictions: During the last five years, Mr. Zaccaglin has not been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors. (e) Civil proceedings: During the last five years, Mr. Zaccaglin was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Mr. Zaccaglin 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 of, or prohibiting or mandating activities subject to , federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: Mr. Zaccaglin is a citizen of the United States of America. 2. (a) Name: Hannah Zaccaglin (b) Residence: 2205 Tunbridge Court Bel Air, California 90077 (c) Present employment: Mrs. Zaccaglin is not employed (d) Criminal convictions: During the last five years, Mrs. Zaccaglin has not been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors.) (e) Civil proceedings: During the last five years, Mrs. Zaccaglin was not a party to any civil proceedings of a judicial or administrative body of competent jurisdiction as a result of which Mrs. Zaccaglin 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. (f) Citizenship: Mrs. Zaccaglin is a citizen of the United States of America. Page 4 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- As of December 1, 2002 the date of the most recent filing of Schedule l3D, Mr. Zaccaglin directly or beneficially owned 4,499,459 shares of Common stock. Mr. Zaccaglin, as trustee, made the following distribution during the month of December, 2002 on behalf of the Victor and Hannah Zaccaglin Trust, Revocable Trust dated March 20, 1992: NUMBER OF TRANSACTION METHOD OF CONSIDERATION SHARES DATE ACQUISITION PAID 29,330 12/31/02 Transfer of Shares to Descendant Trust 15,000 12/27/02 Purchase $11,550.00 Page 5 ITEM 4. PURPOSE OF TRANSACTION ---------------------- All of the additional shares of Common Stock acquired by Mr. and Mrs. Zaccaglin were acquired for investment purposes and not with a view toward distribution. Mr. and Mrs. Zaccaglin do not have any plans or proposals which relate to or would result in any action or event described in clauses (a) through (f) of Item 4 under Regulation 240.l3d-l0l, except that Mr. Zaccaglin may at some future date decide to exercise the above-described options to acquire additional shares of Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------- (a) Mr. Zaccaglin personally owns 12,000 shares of Common Stock and Mr. and Mrs. Zaccaglin jointly own 4,473,129 shares of Common Stock. The total of the foregoing amount, shares, constitutes 4,485,129 of the outstanding Common Stock (b) Mr. and Mrs. Zaccaglin have the right to vote the 4,485,129 shares of Common Stock they hold in their name. Mr. Zaccaglin has to right to vote the 12,000 shares he holds in his name. However, because of their relationship as husband and wife, Mr. and Mrs. Zaccaglin exercise voting and dispositive rights together with respect to all Common Stock owned by them. The options held by Mr. Zaccaglin have not been exercised and no voting rights attach to their ownership. (c) Transactions involving the common stock are described in Item 3. In October of 1998, Mr. Zaccaglin was vested in options granted for the right to purchase 100,000 shares of Common Stock of Calprop Corporation. (d) No person other than Mr. and Mrs. Zaccaglin has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock described in paragraph (a) above. (e) Not applicable. Page 6 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR -------------------------------------------- RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ----------------------------------------------- ISSUER. ------- As described above under Item 5, Mr. Zaccaglin holds currently exercisable options for the purchase of 100,000 shares of Common Stock. 100,000 shares were granted to Mr. Zaccaglin pursuant to the company's 1993 Stock Option Plan for Officers, Directors and Employees. Because of their relationship as husband and wife, Mr. and Mrs. Zaccaglin exercise voting and disposition rights together with respect to all Common Stock owned by them. Except as described above, neither Mr. Zaccaglin nor Mrs. Zaccaglin is a party to any contract, arrangement, understanding or relationship with respect to securities of the Company of the type described in Item 6 of Regulation 240.13d-101. ITEM 7. EXHIBITS. --------- All exhibits previously filed with Schedule (13D) dated June 5, 1986. 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. Date: --------------------------- --------------------------- Mark F. Spiro