EX-99.1 2 a04-9418_1ex99d1.htm EX-99.1

Exhibit 99.1

 

NEWS RELEASE

 

Contacts:

Raymond J. Pacini

 

Chief Executive Officer

 

California Coastal Communities, Inc.

 

(949) 250-7781

 

CALC Reminds Significant Stockholders About Prohibitions
Against Additional Stock Acquisition

 

-                    No New 5% Stockholders are Permitted and No Current 5% or Greater Stockholders May Acquire Additional Shares WITHOUT the Company’s Prior Written Consent

 

IRVINE, California, August 11, 2004 – In light of recent increased activity in the trading volume of its Common Stock, California Coastal Communities, Inc. (NASDAQ: CALC) issued a warning today that, under certain circumstances, acquisitions of additional shares of its Common Stock are prohibited in order to preserve the tax benefits of the Company’s $176 million of net operating loss carryovers (“NOLs”).  In accordance with the Company’s charter documents, unless the Company has previously consented in writing (i) no stockholder holding less than 5% of the outstanding shares of Common Stock may acquire additional shares of Common Stock in an amount that would take such holder to 5% or more; and (ii) no current 5% or greater stockholder may acquire any additional shares.

 

All acquisitions of the Company’s Common Stock in violation of its charter prohibitions are null and void, and the Company is empowered to effectively rescind such acquisitions.  The Company will not entertain requests for permission to exceed the limitations on stock acquisitions in the foreseeable future, because the Company’s board of directors has determined that such acquisitions could jeopardize the Company’s ability to preserve and use its NOLs.

 



 

The Company is a residential land development and homebuilding company operating in southern California. The Company’s principal subsidiaries are Signal Landmark and Hearthside Homes, Inc.  Signal Landmark owns 208 acres on the Bolsa Chica Mesa, which overlooks the Pacific Ocean and the Bolsa Chica wetlands in Orange County, California.  Hearthside Homes, Inc. has delivered over 1,600 homes to families throughout southern California over the last nine years.

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

 

Certain of the foregoing information contain forward-looking statements that relate to future events or the Company’s future financial performance. These statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “continue”, or the negative of such terms or other comparable terminology. These forward-looking statements include, but are not limited to statements about the Company’s plans, objectives, goals, expectations and intentions, and other statements contained herein that are not historical facts.

 

Forward-looking statements are based on current expectations or beliefs regarding future events or circumstances, and you should not place undue reliance on these statements. Such statements involve known and unknown risks, uncertainties, assumptions and other factors — many of which are out of the Company’s control and difficult to forecast — that may cause actual

 

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results to differ materially from those that may be described or implied. The Company assumes no, and hereby disclaims any, obligation to update any of the foregoing or any other forward-looking statements. The Company nonetheless reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this press release. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

 

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