-----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, WKjuh7Syb1gjz/nfAsQ11otLsDMpbNdC78gfXsN3f4bGB21NX/BZOaF4UUHV1Su6 xrARfzi4+rxkHuKqtTuscw== 0001047469-98-017682.txt : 19980504 0001047469-98-017682.hdr.sgml : 19980504 ACCESSION NUMBER: 0001047469-98-017682 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980501 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980501 SROS: NASD FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-17189 FILM NUMBER: 98608174 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 8-K 1 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 1998 CALIFORNIA COASTAL COMMUNITIES, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-17189 02-0426634 (Commission File Number) (I.R.S. Employer Identification No.) 4343 Von Karman Avenue, Newport Beach, California 92660 (Address of principal executive offices) (Zip Code) (714) 833-3030 (Registrant's Telephone Number, Including Area Code) KOLL REAL ESTATE GROUP, INC. (Former Name or Former Address, if Changed Since Last Report) Item 5. OTHER EVENTS On May 1, 1998 the Registrant changed its name from "Koll Real Estate Group, Inc." to "California Coastal Communities, Inc." The name change was effected through the merger of the Registrant and a wholly-owned subsidiary. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit No. Description ----------- ----------- 3 Certificate of Ownership and Merger dated May 1, 1998 merging California Coastal Communities, Inc. into Koll Real Estate Group, Inc. 2. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CALIFORNIA COASTAL COMMUNITIES, INC. (formerly Koll Real Estate Group, Inc.) Date: May 1, 1998 By: /s/ Raymond J. Pacini ---------------------------------- Raymond J. Pacini Chief Executive Officer 3. EX-3 2 EX-3 CERTIFICATE OF OWNERSHIP AND MERGER MERGING CALIFORNIA COASTAL COMMUNITIES, INC. INTO KOLL REAL ESTATE GROUP, INC. (PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF DELAWARE) The Koll Real Estate Group, Inc., a Delaware Corporation (the "Corporation"), does hereby certify that: FIRST: That the Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware. SECOND: That the Corporation owns all of the issued and outstanding capital stock of California Coastal Communities, Inc., a Delaware Corporation ("CCCI"). THIRD: That the Corporation, through resolutions duly adopted by its Board of Directors through action taken by unanimous written consent dated April 24, 1998, approved and adopted the merger (the "Merger") of CCCI into the Corporation, on the conditions set forth in the following resolutions: RESOLVED, that the Corporation incorporate California Coastal Communities, Inc., a Delaware corporation ("CCCI"), and thereafter merge CCCI into the Corporation (the "Merger") subject to the following conditions: (i) the Corporation shall remain as the surviving corporation of the Merger; (ii) upon effectiveness of the Merger, the separate corporate existence of CCCI shall cease and its outstanding capital stock shall be cancelled; (iii) the Merger shall not affect the number of outstanding shares of capital stock of the Corporation; and (iv) the Corporation shall assume all of CCCI's liabilities and obligations; RESOLVED FURTHER, that the Corporation's name shall be changed to California Coastal Communities, Inc. upon the filing of the Certificate of Ownership and Merger (the "Certificate") and that the Corporation's Restated Certificate of Incorporation be amended by deleting Article FIRST in its entirety and replacing it with the following Article FIRST: "The name of the corporation is California Coastal Communities, Inc." RESOLVED FURTHER, that the Chief Executive Officer and the Chief Financial Officer of the Corporation be, and they hereby are, authorized and directed to make, execute and acknowledge the Certificate setting forth the resolutions to merge CCCI into the Corporation, to assume CCCI's liabilities and obligations, and to file the Certificate in the office of the Secretary of State of Delaware. 1 IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed and this Certificate to be signed by Raymond J. Pacini, its Chief Executive Officer, and Sandra Sciutto, its Chief Financial Officer, this 1st day of May, 1998. KOLL REAL ESTATE GROUP, INC. By /s/ RAYMOND J. PACINI -------------------------- Raymond J. Pacini Chief Executive Officer ATTEST: By /s/ SANDRA SCIUTTO ---------------------------- Sandra Sciutto Chief Financial Officer [SEAL] 2 -----END PRIVACY-ENHANCED MESSAGE-----