-----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, M2eyk2sRCoFuebi09XX2KNLU/nudVktepau7ykQYr7BxDqnXkZepNiZyTY8KI11/ pwI3fQWpFPU8KuhONoWycw== 0001003294-95-000003.txt : 19951208 0001003294-95-000003.hdr.sgml : 19951208 ACCESSION NUMBER: 0001003294-95-000003 CONFORMED SUBMISSION TYPE: SC 13D/A CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951206 SROS: AMEX 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35449 FILM NUMBER: 00000000 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: CALDARONE ANTHONY J CENTRAL INDEX KEY: 0001003294 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 162 ANCHOR DR CITY: VERO BEACH STATE: FL ZIP: 32963 SC 13D/A 1 THIS IS A CONFIRMING ELECTRONIC FILING OF THE PAPER FILING THAT WAS FILED ON BEHALF OF ANTHONY J. CALDARONE ON NOVEMBER 24, 1995 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CALTON, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 131380206 (CUSIP Number) Anthony J. Caldarone, 162 Anchor Drive, Vero Beach, FL 32963 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 21, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of 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 the statement X. (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 his 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). CUSIP No. 131380206 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony J. Caldarone SS# ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Mr. Caldarone expressly disclaims the existence of a group between himself and his wife, Joyce P. Caldarone. Mr. Caldarone also disclaims any beneficial interest in the 1,395,209 shares held by his wife. (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* P.F. 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizenship NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 2,871,572*** 8 SHARED VOTING POWER 2,658,000 9 SOLE DISPOSITIVE POWER 2,871,572 10 SHARED DISPOSITIVE POWER 2,658,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,871,572 sole voting and sole dispositive power*** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X Does not include 1,395,209 shares held by Joyce P. Caldarone, the wife of Mr. Caldarone, as to which shares he disclaims any beneficial interest. In addition, see note (1) below. 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.89% 14 TYPE OF REPORTING PERSON* IN *** This number does not include the 2,658,000 shares in which Mr. Caldarone has an irrevocable proxy coupled with an interest to vote solely for the election of directors of Calton, Inc. AMENDMENT NO. 1 TO STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED This Amendment No. 1 amends and restates the Statement on Schedule 13D of the Reporting Person dated October 31, 1995. This Amendment No. 1 to such Statement on Schedule 13D as so amended is referred to as the "Scheduled 13D". Item 1. Security and Issuer This Schedule 13D relates to the Common Stock, par value $.01 per share ("Common Stock"), of Calton, Inc., a New Jersey corporation (the "Company"). The principal executive offices of the Company are located at 500 Craig Road, Manalapan, New Jersey 07726. Item 2. Identity and Background (a) Anthony J. Caldarone. (b) Residence: 162 Anchor Drive, Vero Beach, Florida 32963. (c) President, Chief Executive Officer and Chairman of the Board of Directors of Calton, Inc., located at 500 Craig Road, Manalapan, New Jersey 07726-8790. (d) None. (e) None. (f) U.S. Citizen. Item 3. Source and Amount of Funds or Other Consideration Anthony J. Caldarone (the "Reporting Person" or "Mr. Caldarone") used personal funds in acquiring the shares of Common Stock of the Company. Mr. Caldarone occasionally uses borrowed funds to purchase securities. Item 4. Purposes of Transactions On or about November 21, 1995, Mr. Caldarone entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Apollo Homes Partners, L.P. ("Apollo"), pursuant to which Mr. Caldarone purchased 1,329,428 shares of Common Stock (the "Purchased Shares") from Apollo for an aggregate purchase price of $664,713.75. The shares were purchased for investment purposes and with a view toward increasing Mr. Caldarone's participation in the management of the Company. In connection with the acquisition of the Purchased Shares, Mr. Caldarone requested that the Board of Directors of the Company elect he and J. Ernest Brophy to the Company's Board of Directors. On November 21, 1995, the Board of Directors of the Company (the "Board") held a special meeting (the "Special Meeting"). Mr Douglas T. Noakes and Mr. William Mack resigned as directors of the Company prior to the Special Meeting. At the Special Meeting, Mr. Caldarone and Mr. Brophy were elected to the Board and Mr. Caldarone was elected Chairman of the Board, President and Chief Executive Officer of the Company. Mr. Peter Copses and Mr. Harry T. Leonhardt resigned as directors subsequent to the Special Meeting. Mr. Copses and Mr. Mack are Associates of Apollo. Mr. Caldarone served as a Director of the Company from its inception in 1981 until October 24, 1995. He served as Chairman, President and Chief Executive Officer of the Company from its inception in 1981 through May 1993 when the Company and certain of its subsidiaries consummated a joint Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code. Mr. Caldarone also served as President of Calton Homes, Inc., a subsidiary of the Company, ("Calton Homes") from 1977 through January 1988 and from December 1989 until September 1991, and served as Chief Executive Officer of Calton Homes from 1987 through May 1993. The Reporting Person as of the closing date of the Stock Purchase Agreement (the "Closing Date"), beneficially owns 2,871,572 shares of Common Stock. Under the terms of the Stock Purchase Agreement, Apollo (and certain transferees, if any) has agreed not to transfer any of the 2,658,000 shares of Common Stock which it continues to own after the closing of the Stock Purchase Agreement (the "Retained Shares") prior to the first anniversary of the Closing Date, unless such transfer is to certain "Permitted Transferees" (as defined in the Stock Purchase agreement) or pursuant to a tender offer or an exchange offer for shares of Common Stock or in certain other circumstances as specified in the Stock Purchase Agreement. The Stock Purchase Agreement also provides that, on or after the first anniversary of the Closing Date, Apollo will only transfer Retained Shares (except to "Permitted Transferees," or pursuant to a tender offer or an exchange offer for shares of Common Stock, and certain other transfers as specified in the Stock Purchase Agreement) after first offering Mr. Caldarone the right to purchase the Retained Shares that Apollo desires to sell pursuant to a "duty of first offer" provision. Pursuant to the Stock Purchase Agreement, Mr. Caldarone and his Permitted Transferees granted Apollo and its Permitted Transferees certain "tag-along rights" to sell shares of Common Stock in the event of, and along with, certain transfers made by Mr. Caldarone and his Permitted Transferees. Mr. Caldarone also agreed to cause any of his Affiliates or Associates (as such terms are defined in the Stock Purchase Agreement) who acquire securities of the Company to execute a Joinder Agreement to the Stock Purchase Agreement and become bound by the obligations of Mr. Caldarone thereunder. Mrs. Caldarone executed a Joinder Agreement on the Closing Date (Exhibit 2). The Stock Purchase Agreement also provides, with certain exceptions, that if Mr. Caldarone, his Permitted Transferees, Affiliates or Associates transfer all of their respective securities of the Company, Apollo and its Permitted Transferees will be required to transfer any Retained Shares then owned by it on the same terms and conditions provided that the only consideration is cash consideration in an amount per share not less than (x)$.50 during the first year following the Closing Date, (y)$.75 during the second year following the Closing Date and (z) $1.00 during the third year following the Closing Date. Pursuant to the Stock Purchase Agreement, Apollo (and its Permitted Transferees, if any) granted to Mr. Caldarone an irrevocable proxy coupled with an interest to vote all of the Retained Shares then owned by it solely for the election of directors of the Company; provided, however, that to the extent Mr. Caldarone, his Permitted Transferees, Affiliates or Associates sell or otherwise transfers any shares of Common Stock, or Apollo (and its Permitted Transferees, if any) sells any Retained Shares pursuant to a tender offer or an exchange offer for shares of Common Stock, the number of Retained Shares subject to this proxy will be decreased by the number of shares of Common Stock so sold or transferred. The Stock Purchase Agreement further provides, that if Mr. Caldarone, his Permitted Transferees, Affiliates or Associates acquire, directly or indirectly, any securities from the Company other than pursuant to a dividend or distribution to all holders of Common Stock, or pursuant to the exercise of stock options for no more than 500,000 shares of Common Stock (subject to appropriate adjustment, for stock splits, reclassifications, recapitalizations and similar events), Mr.Caldarone (and his Permitted Transferees, if any) shall offer and shall cause their respective Affiliates and Associates to offer to Apollo (and its Permitted transferees, if any) the opportunity to purchase a pro rata portion of the securities on the same terms and conditions. Pursuant to the Stock Purchase Agreement, Apollo assigned its rights (to the extent assignable) under that certain Registration Rights Agreement dated as of May 28, 1993, among the Company and other parties named therein, with respect to the Purchased Shares and any Retained Shares purchased by Mr. Caldarone. The Stock Purchase Agreement shall terminate upon the third anniversary of the Closing Date; provided, however, upon the occurrence of a Change of Control, a Bankruptcy Event (as such terms are defined in the Stock Purchase Agreement) or a sale or other disposition by Mr. Caldarone, his permitted Transferees, Affiliates and Associates of an aggregate of 1,000,000 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, recapitalizations and similar events), the transfer restrictions of Apollo set forth in Article IV, the right to require Apollo to sell Retained Shares upon certain circumstances set forth in Article V(b) and the proxy set forth in Article VI of the Stock Purchase Agreement will terminate. The foregoing summaries of certain provisions of the Stock Purchase Agreement are qualified in their entirety by the complete text of the Exhibit 1 hereto which is incorporated by this reference. Mr. Peter Copses and Mr. William Mack, Associates of Apollo, Mr. Harry T. Leonhardt and Mr. Douglas T. Noakes have resigned as directors of the Company. Except as described in this Item 4, Mr. Caldarone has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;(c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number of or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act, as amended or (j) any action similar to those enumerated above. Item 5. Interest in Securities of the Company (a) The aggregate number of shares of Common Stock beneficially owned by Mr. Caldarone as of the Closing Date is 2,871,572 shares, or approximately 10.89% of the class of securities identified in Item 1 based on 26,371,000 shares of Common Stock outstanding as of September 30, 1995, as reported in the Company's Quarterly Report on Form 10-Q dated October 13, 1995. (b) The number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or indirect the disposition for the Reporting Person is set forth in the cover page and such information is incorporated herein by reference. (c) The following transactions occurred during the past 60 days: Date Number of Purchased Shares Price Transaction 10/31/95 100,000 $ .375/share Open Market 10/31/95 270,000 $ .375/share Open Market 11/21/95 1,329,428 $ .50/share Stock Purchase Agreement (d) Not applicable (e) Not applicable Item 6. Contracts, Arrangements, Understandings or RelationshipsWith Respect to the Securities of the Issuer. Except as set forth in this Schedule 13D to the best knowledge of Mr. Caldarone, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as exhibits Exhibit 1 Stock Purchase Agreement dated as of November 21, 1995 between Mr. Anthony J. Caldarone and Apollo Homes Partners, L.P. Exhibit 2 Joinder Agreement, dated November 21, 1995, between Joyce P. Caldarone and Apollo Homes Partners, L.P. 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. Dated: November 22, 1995 By: /s/ Anthony J. Caldarone Anthony J. Caldarone EX-1 2 EXHIBIT #1 EXHIBIT 5 STOCK PURCHASE AGREEMENT between MR. ANTHONY J. CALDARONE and APOLLO HOMES PARTNERS, L.P., a Delaware limited partnership dated as of November 21, 1995 TABLE OF CONTENTS Page I. Actions to be Completed at or Prior to the Closing. . . 1 II. Representations and Warranties of Apollo. . . . . . . . 2 III. Representations and Warranties of Caldarone . . . . . . 3 IV. Restrictions on Transfer of Retained Shares . . . . . . 4 V. Tag-Along Rights; Bring-Along Rights. . . . . . . . . . 5 VI. Proxy . . . . . . . . . . . . . . . . . . . . . . . . . 7 VII. Acquisition of Additional Securities from the Company . . . . . . . . . . . . . . . . . . . . . . . . 7 VIII. Definitions . . . . . . . . . . . . . . . . . . . . . . 8 IX. Miscellaneous . . . . . . . . . . . . . . . . . . . . . 12 Exhibit A STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of November 21, 1995, between Anthony J. Caldarone ("Caldarone"), and Apollo Homes Partners, L.P., a Delaware limited partnership ("Apollo"). WHEREAS, Apollo owns 5,316,855 shares (the "Apollo Shares") of common stock, $.01 par value per share ("Common Stock"), of Calton, Inc., a New Jersey corporation (the "Company"); WHEREAS, Apollo desires to sell 2,658,855 Apollo Shares (the "Purchased Shares") and retain 2,658,000 Apollo Shares (the "Retained Shares"); and WHEREAS, Caldarone owns 1,542,144 shares of Common Stock, and Joyce P. Caldarone owns 65,782 shares of Common Stock, and Caldarone desires to purchase the Purchased Shares; NOW THEREFORE, in consideration of the foregoing and of the promises, covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereto agree as follows: I. Actions to be Completed at or Prior to the Closing The closing of the transactions contemplated hereunder (the "Closing") shall occur as promptly as practicable following the consummation of any condition to Closing hereunder but in no event later than November 30, 1995 unless otherwise agreed to by the parties hereto. The date that the closing actually occurs is referred to as the "Closing Date." At or prior to the Closing Apollo shall deliver or cause to be delivered to Caldarone the Purchased Shares by means of (i) inter-participant transfers at The Depository Trust Company ("DTC") to the account of Smith Barney Inc., participant #0418 against payment of $1,329,427.50 to Apollo's custodian that is a participant in DTC in the Same Day Funds Settlement System operated by DTC or (ii) delivery of a certificate or certificates evidencing the Purchased Shares, registered in the name of Apollo or its nominee, accompanied by written instruments of transfer, duly executed against wire transfer of immediately available funds in the amount of $1,329,427.50 to: The Chase Manhattan Bank, N.A., ABA #: 021- 000021, A/C: 900-9-002206, BBK: Chase Manhattan Bank, N.A., A/C: 899-22113, BNF: Apollo Homes Partners, L.P., Attention: Cookie Rampulla. II. Representations and Warranties of Apollo Apollo hereby represents and warrants to Caldarone as follows: (a) Apollo is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Apollo has all necessary partnership power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been duly authorized, executed and delivered by Apollo and constitutes a legal, valid and binding obligation of Apollo, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to or affecting generally the enforcement of creditors' rights and remedies and by general principles of equity. (d) The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not result in a violation of the partnership agreement or other organic document of Apollo or any order, decree or judgment of any court or governmental agency having jurisdiction over Apollo or its properties, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement or other instrument to which Apollo is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the execution, delivery and performance of this Agreement by Apollo, except for such filings as may be required under the Securities Exchange Act of 1934, as amended. (e) There is no litigation or proceeding pending or, to the best knowledge of Apollo, threatened, against Apollo which would have an effect on the validity or performance of this Agreement. (f) Apollo owns the Apollo Shares free and clear of all liens, claims and other encumbrances (except as may be imposed under the Securities Act of 1933, as amended, or the "Blue Sky" laws of any state). (g) All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Apollo directly with Caldarone without the intervention of any Person on behalf of Apollo in such manner as to give rise to any valid claim by any Person against Caldarone for a finder's fee, brokerage commission or similar payment. III. Representations and Warranties of Caldarone Caldarone hereby represents and warrants to Apollo as follows: (a) Caldarone has full legal right and power and the requisite capacity to enter into and perform this Agreement and to consummate the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by Caldarone and constitutes a legal, valid and binding obligation of Caldarone, enforceable against him in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to or affecting generally the enforcement of creditors' rights and remedies and by general principles of equity. (c) The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not result in a violation of any order, decree or judgment of any court or governmental agency having jurisdiction over Caldarone or any of his properties, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement or other instrument to which Caldarone is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the execution, delivery and performance of this Agreement by Caldarone, except for such filings as may be required under the Securities Exchange Act of 1934, as amended. (d) There is no litigation or proceeding pending or, to the best knowledge of Caldarone threatened, against Caldarone which would have an effect on the validity or performance of this Agreement. (e) Caldarone is purchasing the Purchased Shares (and, if applicable, the Retained Shares) for his own account, solely for investment and without a view to the distribution thereof. Caldarone is an "accredited investor" within the meaning of Rule 501 under the Securities Act of 1933, as amended. Caldarone is knowledgeable, sophisticated and experienced in business and financial matters, is capable of evaluating the merits and risks of the acquisition of the Purchased Shares (and, if applicable, the Retained Shares) and has previously invested in securities similar to the Apollo Shares. Caldarone is able to bear the economic risk of his investment in the Purchased Shares and is able to afford the complete loss of such investment. Caldarone understands that the Company has registered the Apollo Shares pursuant to a "shelf registration" under the Securities Act of 1933, as amended, but that such registration statement is not current and that even if made current, the right to sell pursuant thereto may not be available to Caldarone with respect to any Apollo Shares. Caldarone understands further that the Apollo Shares are not being sold pursuant to such registration statement or any other registration statement, and, except as described above, have not been registered under the Securities Act of 1933, as amended, or the "Blue Sky" laws of any state, and may not be sold, transferred or otherwise disposed of except pursuant to an effective and current registration under the Securities Act of 1933, as amended, and applicable "Blue Sky" laws or, if available, an exemption therefrom. (f) All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Caldarone directly with Apollo without the intervention of any Person on behalf of Caldarone in such manner as to give rise to any valid claim by any Person against Apollo for a finder's fee, brokerage commission or similar payment. IV. Restrictions on Transfer of Retained Shares (a) Prior to the first anniversary of the Closing Date, each Apollo Stockholder agrees that it will not Transfer any of the Retained Shares except to a Permitted Transferee who shall have executed a Joinder Agreement and thereby become a party to this Agreement, or pursuant to the terms of any tender offer or an exchange offer for shares of Common Securities, or pursuant to Article V of this Agreement. (b) If any of the Apollo Stockholders (the "Seller") desires to Transfer any Retained Shares (the "Offered Shares") on or after the first anniversary of the Closing Date, except for Transfers to a Permitted Transferee who shall have executed a Joinder Agreement and thereby become a party to this Agreement, or pursuant to the terms of any tender offer or exchange offer for shares of Common Securities, or pursuant to Article V of this Agreement, prior to any such Transfer it shall give written notice of the proposed Transfer (the "Notice of Intention") to Caldarone, specifying the number of Offered Shares which the Seller wishes to Transfer, the proposed purchase price (the "Offer Price") therefor and all other material terms and conditions of the proposed Transfer. (c) For a period of 15 days following his receipt of the Notice of Intention, Caldarone shall have an irrevocable right to purchase all of the Offered Shares at the Offer Price and on the other terms specified in the Notice of Intention, exercisable by delivery of a notice (the "Notice of Acceptance") to the Seller, specifying Caldarone's intent to purchase all of the Offered Shares at the Offer Price and on the other terms specified in the Notice of Intention. (d) The closing of any purchase by Caldarone pursuant to this Article IV shall take place on such date, not later than 15 days after delivery to the Seller of the Notice of Acceptance, as shall be specified in the Notice of Acceptance. At the closing of such purchase, the Seller shall either deliver a certificate or certificates evidencing the Offered Shares being sold duly endorsed for transfer, or accompanied by written instruments of transfer duly executed or deliver the Offered Shares by means of inter-participant transfers at DTC, in each case against delivery of the Offer Price therefor in immediately available funds. (e) If the Notice of Intention has been duly given, and Caldarone does not timely deliver a Notice of Acceptance or otherwise notifies the Seller that he has determined not to exercise his option to purchase all of the Offered Shares at the Offer Price and on the other terms specified in the Notice of Intention, then the Seller shall have the right, for a period of 45 days from the earlier of (i) the expiration of the 15 days following the delivery of the Notice of Intention or (ii) the date on which the Seller receives notice from Caldarone that he has determined not to exercise his option to purchase the Offered Shares, to sell to any other Person (a "Third Party") the Offered Shares at a price not less than the Offer Price and on the other terms no more favorable to the Third Party than those set forth in the Notice of Intention. (f) No Third Party, tender offeror or exchange offeror (unless a Caldarone Stockholder) shall have any rights under or be bound by any provisions of this Agreement and the Offered Shares in the hands of any such Person shall be free of all the provisions of this Agreement, including, without limitation, the provisions of Articles IV, V and VI of this Agreement. V. Tag-Along Rights; Bring-Along Rights (a) If any Caldarone Stockholder (the "Transferor") proposes to Transfer any Common Securities ("Transferor Shares") to any Person (the "Buyer"), other than to a Permitted Transferee who shall have executed a Joinder Agreement and thereby became a party to this Agreement then, as a condition to such Transfer, the Transferor shall cause the Buyer to make a written offer (the "Tag-Along Offer") to each of the Apollo Stockholders (the "Offerees") to purchase from each Offeree, at the option of each Offeree, up to that number of its shares of Common Securities derived by multiplying the total number of Common Securities then owned by the Offeree by a fraction, the numerator of which is the total number of Transferor Shares and the denominator of which is the total number of Common Securities (including the Transferor Shares) then owned by the Transferor and all other Caldarone Stockholders, on the same terms and conditions as are applicable to the Transferor Shares, all of which terms shall be specified in the Tag-Along Offer. Notwithstanding the foregoing, if any Offeree does not accept its Tag-Along Offer in full, the other Offerees shall have the right to sell pursuant to the Tag-Along Offer up to the number of shares of Common Securities not being sold by such Offeree in proportion to their percentage ownership of Common Securities, until all such shares are sold. The Transferor shall provide a written notice (the "Inclusion Notice") of the Tag-Along Offer to each Offeree, which may accept the Tag-Along Offer by sending a written notice of acceptance of the Tag-Along Offer to the Transferor within 15 days of delivery of the Inclusion Notice specifying the number of Common Securities which it wishes to sell (including the number it wishes to sell in the event any Offeree does not accept the Tag- Along Offer in full). The Buyer shall have 45 days, commencing on the fifteenth day following delivery of the Inclusion Notice, in which to purchase the shares of Common Securities with respect to which the Tag-Along Offer was accepted and the Transferor Shares. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 45-day period the Buyer has not completed the purchase of all the Transferor Shares and all the Offeree's Common Securities proposed to be sold, the provisions of this Article V(a) shall begin anew with respect to all such Common Securities. (b) If the Transferor Shares constitute all of the Common Securities owned by all Caldarone Stockholders, the proposed Transfer is to a Buyer who is not a Permitted Transferee of Caldarone or an Affiliate or Associate of any Caldarone Stockholder and is in the form of a bona fide sale in which the only consideration to be paid to the Offerees and the Transferors per share of Common Security is cash consideration in an amount not less than (x) $.50 during the first year following the Closing Date, (y) $.75 during the second year following the Closing Date and (z) $1.00 during the third year following the Closing Date and the Transferor requests in the Inclusion Notice that all Offerees sell their Common Securities pursuant to the Tag-Along Offer, then the Offerees shall be required to participate in the Tag-Along Offer in full. (c) Concurrently with the Transfer of the Transferor Shares and shares of Common Securities of the Offerees to the Buyer pursuant to the Tag-Along Offer, the Buyer shall pay and the Transferor shall cause the Buyer to pay to each Offeree its respective portion of the sales price of the shares of Common Securities sold or otherwise disposed of pursuant thereto. (d) Except for its obligations pursuant to the Tag Along Offer, no Buyer shall have any rights under or be bound by any provisions of this Agreement, and any Common Securities in the hands of a Buyer shall be free of all the provisions of this Agreement, including, without limitation, the provisions of Articles IV, V and VI of this Agreement. (e) Notwithstanding anything to the contrary set forth herein, in connection with any Transfer of Common Securities by an Offeree under this Article V, no Offeree shall be required to make any representations or warranties except to the effect as set forth in Article II of this Agreement to the extent then accurate, and no Offeree shall be required to provide any indemnification or guaranty or act as a surety or in a similar capacity. VI. Proxy The Apollo Stockholders hereby grant to Caldarone an irrevocable proxy coupled with an interest to vote all of the Retained Shares at any time then owned by them solely for the election of directors; provided, however, that if any Apollo Stockholder tenders any Retained Shares pursuant to a tender or exchange offer or any Caldarone Stockholder Transfers any Common Securities other than to a Permitted Transferee who shall have executed a Joinder Agreement and become a party to this Agreement, the number of Retained Shares subject to this proxy will be decreased by the number of Retained Shares so tendered or exchanged or Common Securities so Transferred. The provisions of this Article VI are personal to Caldarone and shall not be enforceable by any other Person, including without limitation, any successor or assign (by operation of law or otherwise, including without limitation upon the death or disability of Caldarone), Permitted Transferee, Affiliate or Associate of Caldarone. VII. Acquisition of Additional Securities from the Company (a) Prior to acquiring directly or indirectly, any securities from the Company (a "Triggering Issuance"), other than pursuant to a dividend or distribution to all holders of Common Stock or up to 500,000 shares of Common Securities (subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events) granted to Caldarone under any stock option plan adopted and implemented in accordance with Rule 16b-3 of the Securities Act of 1933, as amended, the Caldarone Stockholders shall offer and shall cause their respective Affiliates and Associates to offer (the "Offer"), to each of the Apollo Stockholders an opportunity to purchase that number of the securities so acquired by the Caldarone Stockholders (the "Caldarone Securities") derived by multiplying the total number of Caldarone Securities by a fraction, the numerator of which is the total number of Common Securities then owned by such Apollo Stockholder, and the denominator of which is the total number of Common Securities then owned by all Caldarone Stockholders (without giving affect to the issuance of the Caldarone Securities). (b) The Caldarone Stockholders shall give at least 30 days' prior written notice (the "Issuance Notice") to each Apollo Stockholder of any proposed Triggering Issuance, which notice shall disclose in detail all of the proposed terms and conditions of such Triggering Issuance including the purchase price for the Caldarone Securities and a proposed closing date for the purchase by the Apollo Stockholders of their portion of the Caldarone Securities. Each Apollo Stockholder will be entitled to purchase its portion of the Caldarone Securities at the same price, on the same terms, and at the same time as the Caldarone Securities are issued to the Caldarone Stockholders pursuant to such Triggering Issuance by delivery of written notice to Caldarone of such election within 20 days after delivery of the Issuance Notice (the "Election Notice"); provided, that if more than one type of security (including any debt or hybrid security) is issued to the Caldarone Stockholders pursuant to such Triggering Issuance, each Apollo Stockholder shall, if it exercises its rights pursuant to this Article VII, purchase such securities in the same ratio as issued to the Caldarone Stockholders pursuant to such Triggering Issuance. If any Apollo Stockholder has elected to purchase any Caldarone Securities, the sale of such securities shall be consummated on the proposed closing date set forth in the Issuance Notice or as soon as practical thereafter. Notwithstanding the foregoing, if any Apollo Stockholder elects not to accept its rights in full pursuant to this Article VII, the other Apollo Stockholders shall have the right to purchase such Apollo Stockholders' portion of Caldarone Securities not being purchased, in proportion to their percentage ownership of Common Securities until all such Caldarone Securities are sold. VIII. Definitions (a) The following capitalized terms, when used in this Agreement, have the respective meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person. For the purposes of this definition, "control" (including, with its correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of securities, by contract or otherwise. "Apollo Stockholders" means Apollo and its respective direct and indirect Permitted Transferees, so long as any such Person shall hold Common Securities. "Associate" means, with respect to any Person, (i) any corporation or organization of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities; (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person or who is a director or officer of such Person or any of its parents or subsidiaries. "Bankruptcy Event" means an event whereby the Company or a Subsidiary thereof shall commence a voluntary case under the Federal bankruptcy laws or any other applicable Federal or state bankruptcy, insolvency or similar law, or consent to the entry of an order for relief in an involuntary case under such law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Company or a Subsidiary thereof or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or if a decree or order for relief in respect of the Company or a Subsidiary thereof shall be entered by a court having jurisdiction in the premises in an involuntary case under the Federal bankruptcy laws or any other applicable Federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Company or a Subsidiary thereof or of any substantial part of their respective properties. "Caldarone Stockholder" means Caldarone and his Permitted Transferees, so long as any such Person shall hold Common Securities. "Change of Control" means the occurrence in one or more transactions or events or series of transactions or events of any of the following: (i) the acquisition by any Person of securities representing at least a majority of the voting power of all securities of the Company then outstanding, assuming the conversion, exchange or exercise of all securities convertible, exchangeable or exercisable for or into voting securities; (ii) the sale or transfer of all or substantially all of the consolidated assets of the Company (whether by sale, transfer, merger or otherwise); (iii) any merger, consolidation, recapitalization, reorganization or similar event to which the Company or any Subsidiary of the Company is a party, except pursuant to a transaction immediately after which the Apollo Stockholders and Caldarone Stockholders (including their Affiliates and Associates) continue to have ownership and full economic interest in the Common Securities in the same proportion in relation to the other holders of Common Securities as a group as immediately before such transaction; or (iv) the dissolution or liquidation of the Company or any Significant Subsidiary of the Company. "Common Securities" means the Common Stock, and any securities issued with respect thereto as a result of any stock dividend, stock split, reclassification, recapitalization, reorganization, merger, consolidation or similar event or upon the conversion, exchange or exercise thereof. "Joinder Agreement" means a Joinder Agreement in the Form of Exhibit A hereto. "Permitted Transferee" means: (i) as to any Caldarone Stockholder, the spouse or any lineal descendant (including by adoption) of such Caldarone Stockholder, or any revocable trust of which any Caldarone Stockholder is the trustee and which is established solely for the benefit of any of the foregoing individuals and whose terms are not inconsistent with the terms of this Agreement; and (ii) as to any Apollo Stockholder, any general or limited partner of Apollo; any Affiliate or Associate of Apollo or of any general or limited partner of Apollo; any director, officer, employee or representative of Apollo, of any general or limited partner of Apollo, or of any Affiliate or Associate of Apollo or such general or limited partner; and any trust, a majority in interest of the beneficiaries of which, or corporation or partnership, a majority in interest of the stockholders or limited partners of which, or partnership, the managing general partner of which, are (or is) one or more of the Persons identified in this clause (ii), the spouse of any such Person and/or such Person's lineal descendants (including by adoption). "Person" means an individual, partnership, corporation, trust, unincorporated organization, joint venture, government (or agency or political subdivision thereof) or any other entity of any kind. "Significant Subsidiary" means, a Subsidiary which meets any of the following conditions: (i) the Company's and its other Subsidiaries' investments in and advances to the Subsidiary exceed 20 percent of the total assets of the Company and its Subsidiaries consolidated as of the time of determination or the end of the most recently completed fiscal year; or (ii) the Company's and its other Subsidiaries' proportionate share of the total assets (after intercompany eliminations) of the Subsidiary exceeds 20 percent of the total assets of the Company and its Subsidiaries consolidated as of the time of determination or the end of the most recently completed fiscal year; or (iii) the Company's and its other Subsidiaries' equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the Subsidiary exceeds 20 percent of such income of the Company and its Subsidiaries consolidated as of the time of determination or the end of the most recently completed fiscal year. "Subsidiary" means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons shall be allocated a majority of partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such partnership, association or other business entity. "Transfer" means, directly or indirectly, any sale, transfer, assignment, hypothecation, pledge or other disposition of any Common Securities or any interests therein. "Vote" means to vote at any regular or special meeting of shareholders or to execute a written consent in lieu of such a meeting. (b) The following terms, when used in this Agreement, shall have the meanings ascribed thereto in the Section indicated below: Term Article Agreement Preamble Apollo Preamble Apollo Shares Preamble Buyer V(a) Caldarone Preamble Caldarone Securities VII(a) Closing I Closing Date I Common Stock Preamble Company Preamble DTC I Election Notice VII(b) Inclusion Notice V(a) Issuance Notice VII(b) Notice of Acceptance IV(c) Notice of Intention IV(b) Offer VII(a) Offer Price IV(b) Offerees V(a) Offered Shares VI(b) Purchased Shares Preamble Retained Shares Preamble Seller IV(b) Tag-Along Offer V(a) Third Party IV(e) Transferor V(a) Transferor Shares V(a) Triggering Issuance VII(a) IX. Miscellaneous (a) Information. Each of Caldarone and Apollo acknowledges that the other has or may have had access to material non-public information regarding the Company. Such material non-public information may include, but would not be limited to, the respective financial conditions, results of operations, businesses, properties, assets, liabilities, management, appraisals, projections, plans and proposals as well as information regarding creditors of the Company, as the case may be, and claims or potential claims of their respective creditors. Each of Caldarone and Apollo acknowledges that any and all non-public information available to the other may be materially adverse to its own interests and if it were in possession of some or all of that information it might not enter into the transaction contemplated by this Agreement. Each of Caldarone and Apollo acknowledges and agrees that it is not relying upon the other to disclose, and such other party shall have no obligation to disclose, any of the information referred to above. Each party has conducted its own investigation, to the extent it deemed necessary or desirable for the purpose of entering into the transaction contemplated hereby, regarding the information described above. Each of Caldarone and Apollo agree that to the fullest extent permitted by applicable law, each party waives and releases any and all claims either party may have against the other and their respective Associates and Affiliates, and the respective officers, directors, employees, agents, representatives and partners of each of the foregoing by reason of any nondisclosure of the information described in this Agreement. (b) Further Actions; Additional Parties. Each of Caldarone and Apollo agrees to take such actions (whether before or after the Closing) as reasonably necessary to carry out the intentions of the parties under this Agreement. Such actions include, but are not limited to, executing and delivering further documents, instruments or agreements. Caldarone agrees to cause each direct or indirect Permitted Transferee, Affiliate and Associate of Caldarone's that acquires Common Securities to execute and deliver to Apollo a Joinder Agreement and thereby become party to this Agreement as a Caldarone Stockholder. (c) Entire Agreement; Amendments. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and may not be modified or amended except in a writing executed by the party against whom enforcement is sought. (d) Governing Law. The corporate laws of the State of New Jersey will govern all questions concerning the relative rights of Caldarone and Apollo, each in their capacity as stockholders of the Company hereunder. All other questions concerning the construction, validity and interpretation of this Agreement shall be governed and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. (e) Headings. The headings used in this Agreement are for convenience only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. (f) Counterparts. This Agreement may be executed in one or more counterparts which when taken together shall constitute one agreement. (g) No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any provisions hereof be enforced by, any other Person or entity. (h) Termination. This Agreement (other than this Article IX) shall terminate upon the third anniversary of the Closing Date; provided, however, that in the event, prior to the third anniversary of the Closing Date, of a Change of Control, Bankruptcy Event or Transfer by the Caldarone Stockholders (including their Affiliates and Associates) to any Person (other than to their Permitted Transferees) of an aggregate of 1,000,000 shares of Common Securities (subject to appropriate adjustment for any stock splits, stock dividends, recapitalizations and similar events), the provisions of Articles IV, V(b) and VI will terminate upon the occurrence of such Change of Control, Bankruptcy Event or Transfer. (i) Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or mailed (by registered or certified mail, return receipt requested) or by reputable overnight courier, fee prepaid to the parties at the following addresses: If to Caldarone or any Mr. Anthony J. Caldarone Caldarone Stockholder: The Anchorage 162 Anchor Drive Vero Beach, FL 32963 with a copy to: Kenneth Falk Deutch & Falk 843 Rahway Woodbridge, NJ 07095 If to Apollo or any Peter P. Copses Apollo Stockholder: Michael D. Weiner Apollo Advisors, L.P. 1999 Avenue of the Stars Suite 1900 Los Angeles, CA 90062 with a copy to: Ira White Morgan, Lewis & Bockius LLP 101 Park Avenue New York, NY 10179 Any party from time to time may change its address or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto. (j) Successors and Assigns, Etc. This Agreement shall be binding on the parties hereto and their respective Permitted Transferees to whom Common Securities are Transferred. Except as set forth above, this Agreement is not assignable by operation of law or otherwise (including without limitation upon the death or disability of Caldarone). In the event of a Transfer of Common Securities by any Apollo Stockholder to any Caldarone Stockholder, only the provisions of this Agreement which are expressly applicable to Caldarone Stockholders shall be applicable to such Caldarone Stockholder and to such Common Securities in the hands of such Caldarone Stockholder. In the event of a Transfer of Common Securities by any Caldarone Stockholder to any Apollo Stockholder, only the provisions of this Agreement which are expressly applicable to Apollo Stockholders shall be applicable to such Apollo Stockholder and to such Common Securities in the hands of such Apollo Stockholder. (k) Registration Rights. Apollo hereby assigns to Caldarone, Apollo's rights, if any, with respect to the Purchased Shares (and, to the extent purchased by Caldarone, the Retained Shares) only, under that certain Registration Rights Agreement dated May 28, 1993 among the Company and each of the Persons named on Schedule A thereto. Caldarone understands that Apollo is not making any express or implied representation or warranty with respect to the Registration Rights Agreement or such assigment, including, without limitation, as to whether Caldarone will be able to exercise any rights under such Registration Rights Agreement or enforce any provisions thereof. (l) Condition. Caldarone has informed Apollo that Caldarone is considering requesting the Company to appoint him and J. Ernest Brophy to the Board of Directors of the Company. The only condition to the Closing hereunder shall be that Caldarone and J. Ernest Brophy be so appointed. Caldarone understands that whether or not he and J. Ernest Brophy are appointed to the Board of Directors shall be determined by the Board of Directors and not by Apollo. Apollo makes no representation or warranty as to whether Caldarone and J. Ernest Brophy will be appointed to the Board of Directors of the Company and is not under any obligation to make any effort on behalf of Caldarone and J. Ernest Brophy in regard thereto. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. APOLLO HOMES PARTNERS, L.P. By: AIF II, L.P., its general partner By: APOLLO ADVISORS, L.P., its Managing General Partner By: APOLLO CAPITAL MANAGEMENT, INC. its General Partner By:/s/Peter Copses Name: Peter Copses Title: Vice President /s/ Anthony J. Caldarone Name: Anthony J. Caldarone Exhibit 6 Form of Joinder Agreement [Anthony J. Caldarone] [Apollo Homes Partners, L.P.] [Address] Attention: Gentlemen: In consideration of the acquisition by the undersigned of ______ shares of Common Stock, $.01 par value per share, [Describe any other security being transferred] of Calton, Inc., a New Jersey corporation (the "Company"), the undersigned [represents that it is a Permitted Transferee of [Insert name of transferor] and] agrees that, as of the date written below, [he] [she] [it] shall become a party to, and a [Caldarone Stockholder] [Apollo Stockholder] as defined in, that certain Stock Purchase Agreement dated as of November __, 1995, as such agreement may be or have been amended from time to time (the "Agreement"), between Anthony J. Caldarone and Apollo Homes Partners, L.P., a Delaware limited partnership, and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto and shall be deemed a [Caldarone Stockholder] [Apollo Stockholder] for all purposes thereof. Executed as of the day of , . TRANSFEREE: Address: ACKNOWLEDGED AND ACCEPTED: [ANTHONY J. CALDARONE] [APOLLO HOMES PARTNERS, L.P.] [By: ] Name: Title: EX-2 3 EXHIBIT #2 TO JOYCE P. CALDARONE'S 13D Form of Joinder Agreement Apollo Homes Partners, L.P. c/p Apollo Advisors, L.P. 1999 Avenue of the Stars, Suite 1900 Los Angeles, CA 90067 Attention: Michael D. Weiner, Esq. Gentlemen: The undersigned, Joyce P. Caldarone, as holder of 65,782 shares of Common Stock, $.01 par value per share, of Calton, Inc., a New Jersey corporation (the "Company"), represents that it is a Permitted Transferee of Anthony J. Caldarone and agrees agrees that, as of the date therewith, she shall become a party to, and a Caldarone Stockholderas defined in, that certain Stock Purchase Agreement dated as of November 21, 1995, as such agreement may be amended from time to time (the "Agreement"), between Anthony J. Caldarone and Apollo Homes Partners, L.P., a Delaware limited partnership, and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto and shall be deemed a Caldarone Stockholder for all purposes thereof. Executed and delivered as of the 21st day of N0vember, 1995. TRANSFERREE: /s/ Joyce P. Caldarone Address: The Anchorage 162 Anchor Drive Vero Beach, FL 32963 ACKNOWLEDGED AND ACCEPTED: APOLLO HOMES PARTNERS, L.P. By: AIF II, L.P., its general partner By: APOLLO ADVISORS, L.P. its Managing General Partner By: APOLLO CAPITAL MANAGEMENT, INC. its General Partner By: /s/ Peter Copses Name: Peter Copses Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----