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corresp

April 20, 2005

BY EDGAR AND BY HAND

Celeste Murphy, Esq.

Special Counsel

Office of Mergers and Acquisitions

Mail Stop 0303

Securities and Exchange Commission

Washington, D.C. 20549-0303

Mayer, Brown, Rowe & Maw LLP

350 South Grand Avenue

25th Floor

Los Angeles, California 90071-1503

Main Tel (213) 229-9500

Main Fax (213) 625-0248

www.mayerbrownrowe.com

James R. Walther

Direct Tel (213) 229-9597

Direct Fax (213) 576-8153

jwalther@mayerbrownrowe.com

    Re:

    Calprop Corporation

    Schedule 14D-9—File No. 005-08357, filed

    March 25, 2005

    Schedule 13E-3—File No. 005-08357, filed

    March 25, 2005

    Combined Schedule TO-T and Schedule 13E-3

    —File No. 005-08357, filed March 25, 2005

Dear Ms. Murphy:

     I am writing on behalf of NewCal Corporation (the “Purchaser”) and Messrs. Zaccaglin and Curci
in response to the comments relating to the above-referenced Schedule 14D-9 (the “Schedule 14D-9”),
Schedule 13E-3 (the “Schedule 13E-3”) and Schedule TO-T (the “Schedule TO-T”), all relating to
Calprop Corporation (“Calprop”), contained in your comment letter dated April 5, 2005. I have
given a copy of your letter to Calprop’s counsel in this matter, Adam Cohen of Reish, Luftman,
Reicher & Cohen, who is responding to your comments on Calprop’s Schedule 14D-9 concurrently
herewith.

     The numbered responses below correspond to the numbering in your letter. Capitalized terms
used below but not defined in this letter have the same meanings as in the Schedule 14D-9, the
Schedule 13E-3, the Offer to Purchase or the Schedule TO-T, as applicable. For your convenience,
we are concurrently sending clean and marked copies of the Offer to Purchase and related materials
to you by overnight delivery. Except as otherwise indicated, page references in this letter are to
the marked copy of the Offer to Purchase that we are sending to you.

Schedule 13E-3
General

Comment 1

     In this comment you requested that Messrs. Zaccaglin and Curci be added as filing persons to
the Schedule 13E-3 and that they be identified as filing persons in the forefront of the

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Securities and Exchange Commission

April 20, 2005

Page 2

Offer to Purchase. We believed that they would be complying with their Schedule 13E-3 filing
requirements through the Schedule TO-T, in which they joined as filing persons with the Purchaser,
because the Schedule TO-T was prepared as a combined Schedule TO-T and Schedule 13E-3 in accordance
with the instructions for Schedule TO (see General Instruction J). We have complied with your
comment by adding the Purchaser, Mr. Zaccaglin and Mr. Curci as filing persons with respect to the
Schedule 13E-3 filed by Calprop. We have also responded to your request that they be identified as
filing persons earlier in the Offer to Purchase by adding language to that effect as the second
full paragraph on the second unnumbered page of the Offer to Purchase.

     We have added language at the beginning of the third paragraph on the first page of the Offer
to Purchase stating that Mr. Zaccaglin and Mr. Curci each believe that the Offer is fair to the
public stockholders of Calprop.

     We have added language at the end of the second full paragraph on page 21 of the Offer to
Purchase to indicate that each of the other Purchaser filing persons has expressly adopted the
finding of fairness, and the analysis of the Purchaser and Mr. Zaccaglin relating thereto, that are
described in the Offer to Purchase.

Comment 2

     As stated in our response to Comment 1, the Schedule TO-T filed by the Purchaser was prepared
and filed as a combined Schedule TO and Schedule 13E-3. For this reason we believe that the
Purchaser has complied with its Schedule 13E-3 filing requirements. We further believe that all
required disclosures relating to each other filing person have been included. As stated in our
response to Comment 1, each of the filing persons on the Schedule TO-T will be added to the
Schedule 13E-3 and all relevant information for each filing person will be included in that filing
as well.

Comment 3

     Calprop has already filed a separate Schedule 13E-3, which was filed concurrently with its
Schedule 14D-9 to which you refer in this Comment. We believe that all required information
relating to Calprop has been included in its Schedule 13E-3.

Comment 4

     We believe that the Purchaser, together with Messrs. Zaccaglin and Curci, are the only persons
who constitute bidders in this going private transaction and that they, together with Calprop, are
the only persons who are required to file on Schedule 13E-3 in connection with the transaction.
Our belief is based on our analysis of the facts, the definition of the term “bidder” in Rule
14d-1(c)(1) of Regulation 14D and Commission interpretations thereof, including the

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April 20, 2005

Page 3

portion of the Division of Corporation Finance’s Current Issues and Rulemaking Projects
Outline (November 2000) that you refer to in your letter.

     Rule 14d-1(c)(1) defines the terms “bidder” as “any person who makes a tender offer or on
whose behalf a tender offer is made”. We believe that Mr. Zaccaglin is the only person, in
addition to the Purchaser itself, who may be considered to be making the tender offer since he
alone has organized it and he is the sole provider of funds for the tender offer. Nonetheless, we
concluded that Mr. Curci should be treated as a person on whose behalf the tender offer is being
made (and therefore as a bidder) in view of his substantial holdings of Calprop stock, without
which Mr. Zaccaglin would not be willing to complete the transaction, and his preference, as
expressed to Mr. Zaccaglin, that Calprop cease to be a public company. In contrast, their
respective children, who are the other members of their families referred to in the Offer to
Purchase, hold only small amounts of shares and have played no role in any decision making
regarding the transactions. They have simply agreed that if the tender offer is completed they
will exchange their shares for shares of the Purchaser if requested to do so (which Mr. Zaccaglin
does intend to request).

     The Current Issues and Rulemaking Projects Outline that you refer to lists the following
factors to be considered in analyzing who should be included within the term “bidder”, stating that
none of the factors are to be deemed exclusive or determinative. For the reasons indicated after
each factor listed below, we believe that analysis of these factors supports our conclusion that
the members of the families of Messrs. Zaccaglin and Curci and the related trusts that hold their
shares need not be added as filers on either the Schedule TO-T or Schedule 13E-3:

    •
    Did the person play a significant role in initiating, structuring, and negotiating
the tender offer? As indicated above, none of the family members had any role in these
matters.

    •
    Is the person acting together with the named bidder? None of the persons is acting
together with the named bidders to make the tender offer, and their action in
connection with the broader going private transaction will consist solely of their
having agreed that if requested they will exchange their Calprop shares for shares of
the Purchaser.

    •
    To what extent did or does the person control of the offer? The family members have
no control over any of the terms of the Offer or any other aspect of the going private
transaction.

    •
    Is the person providing financing for the tender offer, or playing a primary role in
obtaining financing? Mr. Zaccaglin is the only person who will provide financing,
which financing will come solely from his existing funds. No family members have had
any involvement in obtaining financing.

Securities and Exchange Commission

April 20, 2005

Page 4

    •
    Does the person control the named bidder, directly or indirectly? Mr. Zaccaglin is
the only person who currently controls the Purchaser and Mr. Curci would be the only
other person who could in any sense be considered to control the Purchaser (together
with Mr. Zaccaglin) after the tender offer is completed and he has exchanged his
Calprop shares for shares of the Purchaser.

    •
    Did the person form the nominal bidder, or cause it to be formed? None of the
family members played any role in forming the Purchaser.

    •
    Would the person beneficially own the securities purchased by the named bidder in
the tender offer or the assets of the target company? None of the family members will
have any beneficial ownership of any of the shares acquired in the tender offer.

     Lastly, we believe that no additional useful information would be made available to Calprop’s
stockholders by listing the family members as bidders and having them join in the filing of the
Schedules TO-T and 13E-3. The Offer to Purchase in its current form indicates that family members
of Messrs. Zaccaglin and Curci hold shares of Calprop stock which they will contribute to the
Purchaser and provides the respective aggregate amounts of those shares.

Comment 5

     We note your comment regarding the applicability of Rule 13e-3(g)(i) to the Merger. We have
revised the Offer to Purchase to expand the discussion of the fairness of the entire transaction,
including both the Offer and the contemplated subsequent Merger. The expanded disclosures are
primarily contained on pages 21 and 22 under the caption “Factors Relating to Fairness” and each
other reference in the Offer to Purchase to the fairness of the Offer has been expanded to refer to
the Merger as well.

Comment 6

     Mr. Zaccaglin’s original filing on Schedule 13D was made prior to 1979 and his most recent
filing prior to the filing of the Schedule TO-T for this transaction was Amendment No. 46 to
Schedule 13D, which amendment was filed in December 2002. Mr. Curci has similarly been making
filings on Schedule 13D for a number of years and his most recent filing was in May 2002 (which
filing was Amendment No. 15 to his original Schedule 13D filing that was also filed prior to 1979).
The respective acquisitions and dispositions of shares reflected in their Schedule 13D filings
were unrelated to this going private transaction and included acquisitions pursuant to employee
stock options, intrafamily transfers of shares and open market purchases and sales over periods of
many years.

     As indicated in our response to Comment 7 below, we agree that a beneficial ownership report
reflecting the existence of a group consisting of Messrs. Zaccaglin and Curci and their

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April 20, 2005

Page 5

family members should have been made at the time that the Shareholders Agreement referred to
in that Comment was entered into. An appropriate filing reflecting the existence of this group is
being made concurrently herewith.

Comment 7

     We agree that a Schedule 13D filing reflecting the existence of a group consisting of the
parties to the Shareholders Agreement is appropriate and such filing is being made concurrently
herewith. We believed that the filing was not appropriate at the time that the Shareholders
Agreement was first signed on December 14, 2004 because, notwithstanding the execution of the
agreement, it had not yet been finally decided to proceed with the transaction and, given the
family relationships involved (Messrs. Zaccaglin and Curci are first cousins), the agreement would
not have been enforced by any of the parties without further agreement to proceed. Rather, the
execution of the Shareholder Agreement was viewed as being more in the nature of an administrative
step in assembling documentation that could be used in the event the parties subsequently agreed to
proceed. For the reasons stated in the response to Comment 4 above, however, we believe that the
only persons who should join in the filing on Schedule 13E-3 are Messrs. Zaccaglin and Curci, the
Purchaser and Calprop.

Financial Statements

Comment 8

     We had intended that the financial summary on page 14 of the original Offer to Purchase would
constitute the required summary of financial information and believed that the financial
information set forth therein constituted the material information for consideration by Calprop’s
stockholders. In response to your comment, we have given further consideration to this question
and have added additional information from Calprop’s audited financial statements. In your review
of the revised financial summary, please note that Calprop is engaged in a special industry in
which “classified balance sheets” are not used. Accordingly, the line item disclosures relating to
assets and liabilities do not conform to the general requirements for summaries of financial
information, as permitted by Item 2.01(bb) of Regulation S-X. In addition, we have not included
ratios of earnings to fix charges or preferred dividends because Calprop does not have any debt
securities or preferred stock outstanding.

Offer to Purchase-General

Comment 9

     Your comment asks that we refer to “public stockholders” rather than “unaffiliated security
holders” as referred to in Item 1014(a) of Regulation M-A. In accordance with our telephone
conversation on April 12, we have added a definition of the term “public stockholders” which states
that this term is used to mean all stockholders of Calprop other than the Purchaser,

Securities and Exchange Commission

April 20, 2005

Page 6

Messrs. Zaccaglin and Curci and members of their respective families or officers or directors
of Calprop. In other words, our intention is that the term “public stockholders” be understood as
having the same meaning as the “unaffiliated security holders”. We would prefer to use the term
“public stockholders” because we think it may be more easily understood than the technical term
“unaffiliated security holders”. The definition that we have added for this purpose is located on
the first page of the Offer to Purchase, in the second and third lines of the third paragraph of
that page, and is repeated on page 20 near the beginning of the discussion of the fairness of the
transaction to Calprop’s public stockholders.

Comment 10

     As explained in further detail in our responses to Comments 16 and 17 below, the only
stockholders who will remain, if this transaction is completed, will be Messrs. Zaccaglin and Curci
and members of their respective families. All stock not held by these persons will either have
been purchased for cash in the Offer or exchanged for cash in the Merger. No reverse stock split
will be involved in this transaction. Instead, the transaction will consist of the purchase of
shares in the Offer and the subsequent merger of the Purchaser into Calprop in a short-form merger
in which all Calprop shares will be exchanged for cash and all shares of stock of the Purchaser
(which will be owned solely by Messrs. Zaccaglin and Curci and their family members) will be
converted into shares of Calprop. Such a cash merger is permitted under California law only if the
Purchaser owns at least 90% of the outstanding stock of Calprop and, for this reason, the Offer is
irrevocably conditioned on the Purchaser obtaining at least 90% of the outstanding shares of
Calprop (including for this purpose the Calprop shares held Messrs. Zaccaglin and Curci and their
family members, which shares will be exchanged by those persons for shares in the Purchaser
promptly after the completion of the tender offer). Thus, either the Offer and the Merger will be
both be completed, in which event all public