-----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, QEkwRy/9H/AWlL1rz1Ktg9CNgXBzXe2iil5cM6C+Dq56r64I95AYcBf3fvw36ejV m6jUHsTU0Ob81+73bK+cHg== 0000950123-98-006862.txt : 19980727 0000950123-98-006862.hdr.sgml : 19980727 ACCESSION NUMBER: 0000950123-98-006862 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980724 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA COASTAL COMMUNITIES INC CENTRAL INDEX KEY: 0000840216 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 020426634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39991 FILM NUMBER: 98671025 BUSINESS ADDRESS: STREET 1: 4343 VON KARMAN AVE STREET 2: NULL CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7148333030 MAIL ADDRESS: STREET 1: 4343 VON KARMAN AVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: KOLL REAL ESTATE GROUP INC DATE OF NAME CHANGE: 19931006 FORMER COMPANY: FORMER CONFORMED NAME: BOLSA CHICA CO/ DATE OF NAME CHANGE: 19921229 FORMER COMPANY: FORMER CONFORMED NAME: HENLEY GROUP INC/DE/ DATE OF NAME CHANGE: 19910415 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ING BARING US CAPITAL CORP CENTRAL INDEX KEY: 0001031252 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133916163 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 667 MADISON AVE STREET 2: THIRD FL CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2124097884 MAIL ADDRESS: STREET 1: 667 MADISON AVE STREET 2: THIRD FL CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1) California Coastal Communities, Inc. (Name of Issuer) Common Stock, par value $.05 per share (Title of Class of Securities) 50043430 3 (CUSIP Number) William A. Austin General Counsel ING Baring (U.S.) Capital Corporation 135 East 57th Street New York, New York 10022 Tel. (212) 409-6155 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: John T. O'Connor, Esq. Milbank, Tweed, Hadley & McCloy One Chase Manhattan Plaza New York, New York 10005 Telephone: (212) 530-5548 July 22, 1998 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report to 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 / /. 2 SCHEDULE 13D CUSIP NO.: 50043430 3 (1) NAME OF REPORTING PERSON: ING Baring (U.S.) Capital Corporation (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /x/ (3) SEC USE ONLY (4) SOURCE OF FUNDS: WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / (6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 1,930,684 (8) SHARED VOTING POWER: -0- (9) SOLE DISPOSITIVE POWER: 1,930,684 (10) SHARED DISPOSITIVE POWER: -0- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,930,684 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 16.21% (14) TYPE OF REPORTING PERSON: CO ___________________ * Based upon 11,906,378 shares of common stock outstanding as of April 30, 1998 as reported in the issuer's Quarterly Report on Form 10Q for the quarter ended March 31, 1998. Page 2 of 6 3 This statement constitutes Amendment No. 1 ("this Amendment") to the Schedule 13D filed by ING Baring (U.S.) Capital Corporation ("ING Baring") with the Securities and Exchange Commission on September 2, 1997 (the "Schedule 13D") relating to its beneficial ownership of the Common Stock, par value $.05 per share ("Common Stock") of California Coastal Communities, Inc., a Delaware corporation (the "Company"). All capitalized terms not defined herein shall have the meanings ascribed to them in the Schedule 13D. Other than as set forth herein, there has been no material change in the information set forth in Items 1 through 7 of the Schedule 13D. 1. Item 1 of the Schedule 13D is hereby deleted and replaced with the following: The class of equity securities to which this Statement on Schedule 13D (the "Statement") relates is the common stock, par value of $.05 per share (the "Common Stock"), of California Coastal Communities, Inc., a Delaware corporation (the "Company"), with its principal executive offices located at 4343 Von Karman Avenue, Newport Beach, California 92660. 2. Item 3 of the Schedule 13D is hereby amended to add at the end thereof the following: The aggregate amount of cash paid by the Reporting Person in consideration of the shares of Common Stock described in paragraph 3 below ($2,175,863.25) was funded out of the general working capital of the Reporting Person. 3. Item 5(a) of the Schedule 13D is hereby amended to delete the first paragraph thereof and to add in its place the following: On July 22, 1998, ING Baring purchased 3,583 shares of Common Stock from Paul M. Meister ("Meister") pursuant to a letter agreement dated July 16, 1998 by and among the Company and the Seller, a copy of which is attached as Exhibit 1 hereto and incorporated herein by reference, for an aggregate purchase price of $29,559.75, or $8.25 per share. On July 22, 1998, ING Baring purchased 235,852 shares of Common Stock from Abex 92 Stock Trust ("Abex") pursuant to a letter agreement dated July 16, 1998 by and among the Company and Abex, a copy of which is attached as Exhibit 2 hereto and incorporated herein by reference, for an aggregate purchase price of $1,945,779, or $8.25 per share. On July 22, 1998, ING Baring purchased 23,493 shares of Common Stock from Paul Montrone ("Montrone") pursuant to a letter agreement dated July 22, 1998 by and among the Page 3 of 6 4 Company and Montrone, a copy of which is attached as Exhibit 3 hereto and incorporated herein by reference, for an aggregate purchase price of $193,817.25, or $8.25 per share. On July 22, 1998, ING Baring purchased 813 shares of Common Stock from Penates Foundation (the "Foundation") pursuant to a letter agreement dated July 16, 1998 by and among the Company and the Foundation, a copy of which is attached as Exhibit 4 hereto and incorporated herein by reference, for an aggregate purchase price of $6,707.25, or $8.25 per share. As of the close of business on July 22, 1998, the Reporting Person was the beneficial owner of 1,930,684 shares of Common Stock of the Company, which constitute in the aggregate 16.21% of the shares of Common Stock outstanding (based upon 11,906,378 shares of Common Stock outstanding as of April 30, 1998 as reported in the Issuer's Quarterly Report on Form 10Q for the quarter ended March 31, 1998). 4. Item 7 is amended to delete the current Item 7 and replace it with the following: Exhibit 1- Letter Agreement dated July 16, 1998 by and among the Company and Meister. Exhibit 2- Letter Agreement dated July 16, 1998 by and among the Company and Abex. Exhibit 3- Letter Agreement dated July 16, 1998 by and among the Company and Montrone. Exhibit 4- Letter Agreement dated July 16, 1998 by and among the Company and the Foundation. Page 4 of 6 5 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. July 23, 1998 ING BARING (U.S.) CAPITAL CORPORATION By: /s/ William A. Austin Name: William A. Austin Title: General Counsel Page 5 of 6 6 EXHIBIT INDEX
Page on Which Exhibit Appears --------------- Exhibit 1- Letter Agreement dated July 16, 1998 by and among the Company and Meister. Exhibit 2- Letter Agreement dated July 16, 1998 by and among the Company and Abex. Exhibit 3- Letter Agreement dated July 16, 1998 by and among the Company and Montrone. Exhibit 4- Letter Agreement dated July 16, 1998 by and among the Company and the Foundation.
Page 6 of 6 EX-99.1 2 LETTER AGREEMENT WITH MEISTER 1 PAUL M. MEISTER Liberty Lane Hampton, NH 03842 July 16, 1998 ING Baring (U.S.) Capital Corporation 230 Park Avenue New York, NY 10169 Attn: P. R. Burnaman II Dear Mr. Burnaman: On the date of this letter agreement, the undersigned (together, "the Seller") will sell, and the person or entity countersigning this letter as "purchaser" (the "Purchaser") will purchase 3,583 shares of the common stock (the "Shares") of California Communities, Inc. (the "Company"), for a cash purchase price of $8.25 per share or a total of $29,559.75 In consideration of the foregoing, Seller acknowledges, and each of the signatories hereto agrees, as to the following: 1. No Reliance; Assumption of Risk. Seller acknowledges that Purchaser may be deemed to be an affiliate of the Company (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). Seller further acknowledges that Seller has been advised that Purchaser and the Company may have confidential information concerning the Company's business and affairs which is not public and may be considered material, including but not limited to information relating to various alternatives, financial or otherwise, for the Company (including, but not limited to, the sale or other disposition of all or a portion of the equity or assets of the Company, one or more of the Company's subsidiaries, a refinancing of all or a portion of the Company's existing indebtedness, or the purchase, in the open market, in private transactions, through tender offers or otherwise, of all or a portion of the outstanding common stock, and/or any other of the Company's outstanding securities). Recognizing the foregoing, Seller does not request, desire or require the Company or Purchaser to disclose any information any confidential information and specifically request the Company and Purchaser not to disclose any such information relating the Shares or otherwise. In addition, Seller acknowledges and agrees that (i) Seller initiated and still desires to consummate the sale of the Shares to Purchaser, (ii) Seller is fully satisfied with the Purchase Price and the Purchase Price is all that Seller is or will be entitled to receive for the Shares, (iii) Seller is voluntarily assuming all risks associated with the sale of the Shares and is not relying on any disclosure (or nondisclosure) made (or not made) in connection with or arising out of the purchase of the Shares, and (iv) Seller does not and will not have or assert any claims against the Company, Purchaser or any of their respective affiliates for any additional compensation or payments for any reason whatsoever, including by reason of or as a result of the entering into or consummation by the Company or any of its affiliates, including Purchaser or its affiliates, of any of the transactions described above. 2 2. Investigation. Seller has conducted its own investigation, to the extent that Seller has determined necessary or desirable, in connection with its sale of the Shares and has determined to enter into and complete such transaction based on, among other things, such investigation. 3. Accredited Investor. Seller is an "accredited investor" as defined in Rule 501 promulgated under the Securities Act of 1933, as amended, and is sophisticated in matters relating to the valuation of securities and the purchase and sale of securities. Seller is selling the Securities for its own account. 4. Waives and Releases. (a) In further consideration for the sale of the Shares, Seller, on behalf of itself and its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, divisions, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "Releasing Persons"), hereby waives and releases, to the fullest extent permitted by law, any and all claims, rights and causes of action, whether known or unknown (collectively, the "Claims"), that any of the Releasing Persons had, has or may have against (i) the Purchaser, (ii) the Company, (iii) any of the Purchaser's or the Company's respective current or former parents, shareholders, affiliates, subsidiaries, divisions, predecessors or assigns, or (iv) any of the Purchaser's, the Company's or such other persons' or entities' current or former officers, directors, employees, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "Released Persons," arising out of or relating to any matter, including, without limitation, any Claims against any of the Released Persons relating to or arising out of (x) the transactions pursuant to which the Seller originally purchased the shares, or (y) the purchase and sale of the Shares contemplated by this letter agreement or (z) the nondisclosure of any information, (b) In consideration for the foregoing, each of the Purchaser and the Company hereby waives and releases, to the fullest extent permitted by law, any and all Claims that it had, has or may have against (i) the Seller, (ii) any of the Seller's current or former parents, shareholders, affiliates, subsidiaries, divisions, predecessors or assigns, or (iii) any of the Seller's or such other persons' or entities' current or former officers, directors, employees, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families, arising out of or relating to the transactions pursuant to which the Seller originally purchased the Shares, or (y) the purchase and sale of the Shares contemplated by this letter agreement, except for claims arising out of the breach by Seller of any representations, warranties or covenants contained herein. 3 5. Governing Law, Counterparts. This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof. This letter agreement may be executed in Counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same document. Very truly yours, Paul M. Meister Accepted and Agreed to: ING Baring (U.S.) Capital Corporation By:_____________________________ P. R. Burnaman II Managing Director EX-99.2 3 LETTER AGREEMENT WITH ABEX 1 ABEX 1991 STOCK TRUST Liberty Lane Hampton, NH 03842 July 16, 1998 ING Baring (U.S.) Capital Corporation 230 Park Avenue New York, NY 10169 Attn: P.R. Burnaman II Dear Mr. Burnaman: On the date of this letter agreement, the undersigned (together, "the Seller") will sell, and the person or entity countersigning this letter as "purchaser" (the "Purchaser") will purchase 235,852 shares of the common stock (the "Shares") of California Communities, Inc. (the "Company"), for a cash purchase per share of $8.25 per share or a total of $1,945,779.00. In consideration of the foregoing, Seller acknowledges, and each of the signatories hereto agrees, as to the following: 1. No Reliance; Assumption of Risk. Seller acknowledges that Purchaser may be deemed to be an affiliate of the Company (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). Seller further acknowledges that Seller has been advised that Purchaser and the Company may have confidential information concerning the Company's business and affairs which is not public and may be considered material, including but not limited to information relating to various alternatives, financial or otherwise, for the Company (including, but not limited to, the sale or other disposition of all or a portion of the equity or assets of the Company, one or more of the Company's subsidiaries, a refinancing of all or a portion of the Company's existing indebtedness, or the purchase, in the open market, in private transactions, through tender offers or otherwise, of all or a portion of the outstanding common stock, and/or any other of the Company's outstanding securities.) Recognizing the foregoing, Seller does not request, desire or require the Company or Purchaser to disclose any information any confidential information and specifically request the Company and Purchaser not to disclose any such information relating the Shares or otherwise. In addition, Seller acknowledges and agrees that (i) Seller initiated and still desires to consummate the sale of the Shares to Purchaser, (ii) Seller is fully satisfied with the Purchase Price and the Purchase Price is all that Seller is or will be entitled to receive for the Shares, (iii) Seller is voluntarily assuming all risks associated with the sale of the Shares and is not relying on any disclosure (or non-disclosure) made (or not made) in connection with or arising out of the purchase of the Shares, and (iv) Seller does not and will not have or assert any claims against the Company, Purchaser or any of their respective affiliates for any additional compensation or payments for any reason whatsoever, including by reason of or as a result of the 2 entering into or consummation by the Company or any of its affiliates, including Purchaser or its affiliates, of any of the transactions described above. 2. Investigation. Seller has conducted its own investigation, to the extent that Seller has determined necessary or desirable, in connection with its sale of the Shares and has determined to enter into and complete such transaction based on, among other things, such investigation. 3. Accredited Investor. Seller is an "accredited investor" as defined in Rule 501 promulgated under the Securities Act of 1933, as amended, and is sophisticated in matters relating to the valuation of securities and the purchase and sale of securities. Seller is selling the Securities for its own account. 4. Waives and Releases. (a) In further consideration for the sale of the Shares, Seller, on behalf of itself and its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, divisions, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "Releasing Persons"), hereby waives and releases, to the fullest extent permitted by law, any and all claims, rights and causes of action, whether known or unknown (collectively, the "Claims"), that any of the Releasing Persons had, has or may have against (i) the Purchaser, (ii) the Company, (iii) any of the Purchaser's or the Company's respective current or former parents, shareholders, affiliates, subsidiaries, divisions, predecessors or assigns, or (iv) any of the Purchaser's, the Company's or such other persons' or entities' current or former officers, directors, employees, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "Released Persons," arising out of or relating to any matter, including, without limitation, any Claims against any of the Released Persons relating to or arising out of (x) the transactions pursuant to which the Seller originally purchased the shares, or (y) the purchase and sale of the Shares contemplated by this letter agreement or (z) the nondisclosure of any information. (b) In consideration for the foregoing, each of the Purchaser and the Company hereby waives and releases, to the fullest extent permitted by law, any and all Claims that it had, has or may have against (i) the Seller, (ii) any of the Seller's current or former parents, shareholders, affiliates, subsidiaries, divisions, predecessors or assigns, or (iii) any of the Seller's or such other persons' or entities' current or former officers, directors, employees, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families, arising out of or relating to the transactions pursuant to which the Seller originally purchased the Shares, or (y) the purchase and sale of the Shares contemplated by this letter agreement, except for claims arising out of the breach by Seller of any representations, warranties or covenants contained herein. 5. Governing Law; Counterparts. This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof. This letter agreement may be executed in 3 counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same document. Very truly yours, Paul M. Meister, Trustee Abex 1992 Stock Trust Accepted and Agreed to: ING Baring (U.S.) Capital Corporation By:_____________________________ P. R. Burnaman II Managing Director EX-99.3 4 LETTER AGREEMENT WITH MONTRONE 1 PAUL M. MONTRONE Liberty Lane Hampton, NH 03842 July 16, 1998 ING Baring (U.S.) Capital Corporation 230 Park Avenue New York, NY 10169 Attn: P. R. Burnaman II Dear Mr. Burnaman: On the date of this letter agreement, the undersigned (together, "the Seller") will sell, and the person or entity countersigning this letter as "purchaser" (the "Purchaser") will purchase 23,493 shares of the common stock (the "Shares") of California Communities, Inc. (the "Company"), for a cash purchase price of $8.25 per share or a total of $193,817.25. In consideration of the foregoing, Seller acknowledges, and each of the signatories hereto agrees, as to the following: 1. No Reliance; Assumption of Risk. Seller acknowledges that Purchaser may be deemed to be an affiliate of the Company (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). Seller further acknowledges that Seller has been advised that Purchaser and the Company may have confidential information concerning the Company's business and affairs which is not public and may be considered material, including but not limited to information relating to various alternatives, financial or otherwise, for the Company (including, but not limited to, the sale or other disposition of all or a portion of the equity or assets of the Company, one or more of the Company's subsidiaries, a refinancing of all or a portion of the Company's existing indebtedness, or the purchase, in the open market, in private transactions, through tender offers or otherwise, of all or a portion of the outstanding common stock, and/or any other of the Company's outstanding securities.) Recognizing the foregoing, Seller does not request, desire or require the Company or Purchaser to disclose any information any confidential information and specifically request the Company and Purchaser not to disclose any such information relating the Shares or otherwise. In addition, Seller acknowledges and agrees that (i) Seller initiated and still desires to consummate the sale of the Shares to Purchaser, (ii) Seller is fully satisfied with the Purchase Price and the Purchase Price is all that Seller is or will be entitled to receive for the Shares, (iii) Seller is voluntarily assuming all risks associated with the sale of the Shares and is not relying on any disclosure (or non-disclosure) made (or not made) in connection with or arising out of the purchase of the Shares, and (iv) Seller does not and will not have or assert any claims against the Company, Purchaser or any of their respective affiliates for any additional compensation or payments for any reason whatsoever, including by reason of or as a result of the 2 entering into or consummation by the Company or any of its affiliates, including Purchaser or its affiliates, of any of the transactions described above. 2. Investigation. Seller has conducted its own investigation, to the extent that Seller has determined necessary or desirable, in connection with its sale of the Shares and has determined to enter into and complete such transaction based on, among other things, such investigation. 3. Accredited Investor. Seller is an "accredited investor" as defined in Rule 501 promulgated under the Securities Act of 1933, as amended, and is sophisticated in matters relating to the valuation of securities and the purchase and sale of securities. Seller is selling the Securities for its own account. 4. Waives and Releases. (a) In further consideration for the sale of the Shares, Seller, on behalf of itself and its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, divisions, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "Releasing Persons"), hereby waives and releases, to the fullest extent permitted by law, any and all claims, rights and causes of action, whether known or unknown (collectively, the "Claims"), that any of the Releasing Persons had, has or may have against (i) the Purchaser, (ii) the Company, (iii) any of the Purchaser's or the Company's respective current or former parents, shareholders, affiliates, subsidiaries, divisions, predecessors or assigns, or (iv) any of the Purchaser's, the Company's or such other persons' or entities' current or former officers, directors, employees, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "Released Persons," arising out of or relating to any matter, including, without limitation, any Claims against any of the Released Persons relating to or arising out of (x) the transactions pursuant to which the Seller originally purchased the shares, or (y) the purchase and sale of the Shares contemplated by this letter agreement or (z) the nondisclosure of any information. (b) In consideration for the foregoing, each of the Purchaser and the Company hereby waives and releases, to the fullest extent permitted by law, any and all Claims that it had, has or may have against (i) the Seller, (ii) any of the Seller's current or former parents, shareholders, affiliates, subsidiaries, divisions, predecessors or assigns, or (iii) any of the Seller's or such other persons' or entities' current or former officers, directors, employees, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families, arising out of or relating to the transactions pursuant to which the Seller originally purchased the Shares, or (y) the purchase and sale of the Shares contemplated by this letter agreement, except for claims arising out of the breach by Seller of any representations, warranties or covenants contained herein. 5. Governing Law Counterparts. This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof. This letter agreement may be executed in 3 counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same document. Very truly yours, Paul M. Montrone Accepted and Agreed to: ING Baring (U.S.) Capital Corporation By:_____________________________ P. R. Burnaman II Managing Director EX-99.4 5 LETTER AGREEMENT WITH THE FOUNDATION 1 PENATES FOUNDATION Liberty Lane Hampton, NH 03842 July 16, 1998 ING Baring (U.S.) Capital Corporation 230 Park Avenue New York, NY 10169 Attn: P.R. Burnaman II Dear Mr. Burnaman: On the date of this letter agreement, the undersigned (together, "the Seller") will sell, and the person or entity countersigning this letter as "purchaser" (the "Purchaser") will purchase 813 shares of the common stock (the "Shares") of California Communities, Inc. (the "Company"), for a cash purchase price of $8.25 per share or a total of $6,707.25. In consideration of the foregoing, Seller acknowledges, and each of the signatories hereto agrees, as to the following: 1. No Reliance; Assumption of Risk. Seller acknowledges that Purchaser may be deemed to be an affiliate of the Company (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). Seller further acknowledges that Seller has been advised that Purchaser and the Company may have confidential information concerning the Company's business and affairs which is not public and may be considered material, including but not limited to information relating to various alternatives, financial or otherwise, for the Company (including, but not limited to, the sale or other disposition of all or a portion of the equity or assets of the Company, one or more of the Company's subsidiaries, a refinancing of all or a portion of the Company's existing indebtedness, or the purchase, in the open market, in private transactions, through tender offers or otherwise, of all or a portion of the outstanding common stock, and/or any other of the Company's outstanding securities). Recognizing the foregoing, Seller does not request, desire or require the Company or Purchaser to disclose any information any confidential information and specifically request the Company and Purchaser not to disclose any such information relating the Shares or otherwise. In addition, Seller acknowledges and agrees that (i) Seller initiated and still desires to consummate the sale of the Shares to Purchaser, (ii) Seller is fully satisfied with the Purchase Price and the Purchase Price is all that Seller is or will be entitled to receive for the Shares, (iii) Seller is voluntarily assuming all risks associated with the sale of the Shares and is not relying on any disclosure (or nondisclosure) made (or not made) in connection with or arising out of the purchase of the Shares, and (iv) Seller does not and will not have or assert any claims against the Company, Purchaser or any of their respective affiliates for any additional compensation or payments for any reason whatsoever, including by reason of or as a result of the entering into or consummation by 2 the Company or any of its affiliates, including Purchaser or its affiliates, of any of the transactions described above. 2. Investigation. Seller has conducted its own investigation, to the extent that Seller has determined necessary or desirable, in connection with its sale of the Shares and has determined to enter into and complete such transaction based on, among other things, such investigation. 3. Accredited Investor. Seller is an "accredited investor" as defined in Rule 501 promulgated under the Securities Act of 1933, as amended, and is sophisticated in matters relating to the valuation of securities and the purchase and sale of securities. Seller is selling the Securities for its own account. 4. Waives and Releases. (a) In further consideration for the sale of the Shares, Seller, on behalf of itself and its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, divisions, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "Releasing Persons"), hereby waives and releases, to the fullest extent permitted by law, any and all claims, rights and causes of action, whether known or unknown (collectively, the "Claims"), that any of the Releasing Persons had, has or may have against (i) the Purchaser, (ii) the Company, (iii) any of the Purchaser's or the Company's respective current or former parents, shareholders, affiliates, subsidiaries, divisions, predecessors or assigns, or (iv) any of the Purchaser's, the Company's or such other persons' or entities' current or former officers, directors, employees, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "Released Persons," arising out of or relating to any matter, including, without limitation, any Claims against any of the Released Persons relating to or arising out of (x) the transactions pursuant to which the Seller originally purchased the shares, or (y) the purchase and sale of the Shares contemplated by this letter agreement or (z) the nondisclosure of any information. (b) In consideration for the foregoing, each of the Purchaser and the Company hereby waives and releases, to the fullest extent permitted by law, any and all Claims that it had, has or may have against (i) the Seller, (ii) any of the Seller's current or former parents, shareholders, affiliates, subsidiaries, divisions, predecessors or assigns, or (iii) any of the Seller's or such other persons' or entities' current or former officers, directors, employees, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families, arising out of or relating to the transactions pursuant to which the Seller originally purchased the Shares, or (y) the purchase and sale of the Shares contemplated by this letter agreement, except for claims arising out of the breach by Seller of any representations, warranties or covenants contained herein. 5. Governing Law; Counterparts. This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof. This letter agreement may be executed in 3 counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same document. Very truly yours, Paul M. Montrone Trustee Accepted and Agreed to: ING Baring (U.S.) Capital Corporation By:_____________________________ P. R. Burnaman II Managing Director -----END PRIVACY-ENHANCED MESSAGE-----