UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
California Coastal Communities, Inc.
(Name of Issuer)
Common Stock, Par Value $.05 Per Share
(Title of Class of Securities)
129915203
(CUSIP Number)
James Masur
Babson Capital Management LLC
470 Atlantic Avenue, 9th Floor
Boston , MA 02210
(617)761-3800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 15, 2008
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule,
including all exhibits. See 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person*s initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter disclosures provided in a prior cover
page. The information required on the remainder of this
cover page shall not be deemed to be *filed* for the
purpose of Section 18 of the Securities Exchange Act of
1934 (*Act*) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 6 Pages
SCHEDULE 13D
CUSIP No. 129915203 Page 2 of 6 Pages
1 Names of Reporting Persons
MARTI P. MURRAY
2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
3 SEC Use Only
4 Source of Funds (See Instructions)
WC, PF
5 Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7 Sole Voting Power
419,716
8 Shared Voting Power
0
9 Sole Dispositive Power
419,716
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
419,716
12 Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
SCHEDULE 13D
CUSIP No. 129915203 Page 3 of 6 Pages
13 Percent of Class Represented By Amount in
Row (11)
3.86%
14 Type of Reporting Person (See Instructions)
IN
Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D amends and restates,
where indicated, the statement on Schedule 13D relating
to shares of common stock, par value $0.05 per share
(the *Shares*), of California Coastal Communities, Inc.,
(the *Issuer*). The address of the principal executive
office of the Issuer is 6 Executive Circle, Suite 250,
Irvine, CA 92614. This Amendment No. 1 is being filed to
disclose the disposition of securities of the Issuer and
report that the Reporting Person is no longer a beneficial
owner of more than 5% of the common stock of the Issuer.
Except as otherwise set forth herein, this Amendment No. 1
does not modify any of the information previously reported
by the reporting person in the initial Schedule13D.
Item 2. Identity and Background
This Statement is being filed on behalf of Marti P. Murray
(the *Reporting Person*). The business address of the
Reporting Person is c/o Babson Capital Management LLC, 340
Madison Avenue, 18th Floor, New York, NY 10017. The
Reporting Person's present principal occupation is as a
Managing Director of Babson Capital Management LLC (*BCM*)
which is a registered investment adviser and manages
accounts on a discretionary basis for certain of its
investment management clients.
During the past five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the past five
years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which she was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Previously reported Shares are held directly by BCM*s
investment management clients in brokerage accounts
maintained at unaffiliated financial institutions for
which BCM has been delegated full investment authority,
by the Reporting Person individually through the receipt
of such Shares in lieu of cash consideration by the Issuer
to the Reporting Person in consideration of the Reporting
Person serving as a director of the Issuer, as well as by
ReCap Equities Partners, L.P., for which the general
partner is Murray Investment Management, LLC. The
Reporting Person is the managing member of Murray
Investment Management, LLC.
SCHEDULE 13D
CUSIP No. 129915203 Page 4 of 6 Pages
Item 4. Purpose of Transaction
All of the Shares reported herein as having been acquired
for the account of BCM*s investment management clients and
certain investment funds, were acquired for investment
purposes. Ms. Murray, a director of the Issuer, was issued
3,515 Shares under the Director Fee Program of the
Issuer*s Amended and Restated 1993 Stock Option/Stock
Issuance Plan (the *1993 Plan*) at the election of Ms.
Murray. These Shares vest in 25% increments at the end of
each calendar quarter during 2008. Upon vesting, the
Reporting Person intends to transfer these Shares to certain
investment advisory clients of BCM for no consideration.
The Reporting Person has no plans or proposals which relate
to or which would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D. However,
the Reporting Person retains the right to modify her plans
with respect to the transactions described in this Schedule
13D, to vote, acquire or dispose of securities of the Issuer
and to formulate plans and proposals which could result in
the occurrence of any such events, subject to applicable laws
and regulations.
Item 5. Interest in Securities of the Issuer
(a) According to the Issuer, as of August 4, 2008 as set
forth in the Issuer*s Form 10-Q for the quarterly
period ending June 30,2008, the Issuer had issued and
outstanding a total of 10,871,870 Shares. As of the
date of this Amendment No.1, the Reporting Person may
be deemed to be the beneficial owner of 419,716 Shares
(which constitutes 3.86% of the Shares outstanding).
This includes 3,515 restricted Shares (which
constitutes 0.03% of the Shares outstanding) issued to
Ms. Murray under the 1993 Plan and 416,201 Shares (which
constitutes 3.83% of the Shares outstanding) held
directly by the following entities in the following
amounts and percentages: 414,027 Shares (which
constitutes 3.81.% of the Shares outstanding) are held
directly by BCM*s investment management clients in
brokerage accounts maintained at unaffiliated financial
institutions for which BCM has been delegated full
investment authority; and ReCap Equities Partners,
L.P. directly owns 2,174 Shares (which constitutes 0.02%
of the Shares outstanding).
The Reporting Person is the managing member of Murray
Investment Management, LLC, a general partner of ReCap
Equities Partners, L.P., and has sole voting and
dispositive power with respect to, and therefore may be
deemed to beneficially own, the Shares held by the
investment advisory clients of BCM. The Reporting Person
disclaims beneficial ownership of the 419,716 Shares except
to the extent of her pecuniary interest therein.
(b) The Reporting Person has the sole power to vote, or to
direct the vote of 419,716 Shares of Common Stock and sole
power to dispose of, or to direct the disposition of 419,716
Shares of Common Stock. The Reporting Person disclaims
beneficial ownership of the 419,716 Shares except to the
extent of her pecuniary interest therein.
(c) The following table sets forth all transactions with
respect to the Shares effected during the past 60 days
by the Reporting Person, inclusive of any transactions
effected through 4:00 p.m., New York City time, on August
15, 2008. Except as otherwise noted, all such
transactions were effected in the open market. The Reporting
Person disclaims beneficial ownership of the 419,716 Shares
except to the extent of her pecuniary interest therein.
SCHEDULE 13D
CUSIP No. 129915203 Page 5 of 6 Pages
Date Number of Shares Price Per Share
Sold in a Private Sale
---- ---------------- --------------
8/15/2008 125,000 $2.80
(d) Not applicable.
(e) The Reporting Person ceased to be the beneficial owner of
more than five percent of Issuer's Common Stock on August
15, 2008.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
There have been no changes to Item 6 since the initial Schedule 13D
filed on January 11, 2008.
Item 7. Material to be Filed as Exhibits
None.
SCHEDULE 13D
CUSIP No. 129915203 Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: September 16, 2008
By:/s/ Marti P. Murray
Name: Marti P. Murray