-----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, TmEyqGM0oyU6S6VWjtqK6NIR/prrd8+JgiqRmHIK9isbNoe7YdhVGa3Hcu5P8nR7 Bt+9jz0yV/Rpxx/ptLHICQ== 0001104659-05-062456.txt : 20051223 0001104659-05-062456.hdr.sgml : 20051223 20051222185559 ACCESSION NUMBER: 0001104659-05-062456 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051221 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051223 DATE AS OF CHANGE: 20051222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA COASTAL COMMUNITIES INC CENTRAL INDEX KEY: 0000840216 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 020426634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17189 FILM NUMBER: 051283433 BUSINESS ADDRESS: STREET 1: 6 EXECUTIVE CIRCLE STREET 2: SUITE 250 CITY: IRVIN STATE: CA ZIP: 92614 BUSINESS PHONE: 9492507700 MAIL ADDRESS: STREET 1: 6 EXECUTIVE CIRCLE STREET 2: SUITE 250 CITY: IRVIN STATE: CA ZIP: 92614 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 PROPERTIES INC DATE OF NAME CHANGE: 19920727 8-K 1 a05-22288_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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) December 21, 2005

 

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.)

 

 

 

 

6 Executive Circle, Suite 250, Irvine, California

 

92614

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(949) 250-7700

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 8.01       Other Events.

 

On December 21, 2005, the Registrant issued a press release announcing the completion of the $65 million sale of the 103-acre Lower Bench portion of the Bolsa Chica mesa to the State of California’s Wildlife Conservation Board.

 

Item 9.01       Financial Statements and Exhibits.

 

(c)      Exhibits.

 

99.1         Press Release of the Registrant, dated December 21, 2005, announcing completion of the sale of the 103-acre Lower Bench at Bolsa Chica.

 

Except for historical information contained in the Press Release attached as an exhibit hereto, the Press Release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements.  Please refer to the cautionary note in the Press Release regarding these forward-looking statements.

 

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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.

Date: December 22, 2005

By:

/s/ Sandra G. Sciutto

 

 

Sandra G. Sciutto

 

 

Chief Financial Officer

 

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EX-99.1 2 a05-22288_1ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

NEWS RELEASE

 

Contacts:

Raymond J. Pacini

 

Chief Executive Officer

 

California Coastal Communities, Inc.

 

(949) 250-7781

 

CALC Completes Sale of 103 Acres at Bolsa Chica

 

IRVINE, California, December 21, 2005 – California Coastal Communities, Inc. (NASDAQ: CALC) announced that earlier today the Company completed the $65 million sale of its 103-acre Lower Bench portion of the Bolsa Chica mesa to the State of California’s Wildlife Conservation Board.

 

“Completing the sale of the Lower Bench results in 96% of Bolsa Chica being preserved as open space,” stated Raymond J. Pacini, CEO of the Company.  “We now look forward to starting construction on our 349-home ‘Brightwater’ project on the Upper Bench of the Bolsa Chica mesa during the second quarter of 2006.  Brightwater represents one of the last opportunities to develop a master planned community on the coast of Southern California.”

 

The Company plans to use approximately $30 million of the proceeds from this sale to repay mezzanine and other project debt.  During the first half of 2006, the Company’s management and board of directors will be evaluating alternative uses for the remaining proceeds, which may include, but are not limited to, further debt repayments, project financing, land acquisitions, stock repurchases and/or dividends.

 

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 105 acres on the Bolsa Chica mesa, which overlooks the Pacific Ocean and the Bolsa Chica wetlands in Orange County, California.  Hearthside Homes, Inc.

 

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has delivered over 1,800 homes to families throughout Southern California over the last ten years.

 

Prohibition Against Becoming a 5% Stockholder and No Further Acquisitions by Current 5% or Greater Stockholders

 

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. The foregoing prohibition is contained in the Company’s charter documents, in order to preserve the tax benefits of the Company’s $168 million of net operating loss carryovers (“NOLs”). 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 may entertain requests for permission to exceed the limitations on stock acquisitions in the foreseeable future if the Company’s board of directors determines that such acquisitions would not jeopardize the Company’s ability to preserve and use its NOLs.

 

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”,

 

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“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, the timing and outcomes of real estate development, the timing and outcomes of regulatory approval processes or administrative proceedings, 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 results to differ materially from those that may be described or implied. Such factors include but are not limited to: local and general economic and market conditions; the impact on economic conditions of terrorist attacks or the outbreak or escalation of armed conflict involving the United States; the demand for residential real estate; governmental regulation, including the impact of “slow growth” or similar initiatives; delays in the land entitlement process, development and construction; environmental matters; future business decisions and the Company’s ability to successfully implement its operational, growth and other strategies; litigation; and other risks discussed in the Company’s past and future filings with the Securities and Exchange Commission.

 

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.

 

***END***

 

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