UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1*)
CONTINENTAL HERITAGE CORPORATION
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
211478 10 2
(CUSIP Number)
Allan Salovin, Esq.
Greenberg Traurig, P.A.
777 S. Flagler Drive, Suite 300-East Tower
West Palm Beach, Florida 33401
(561) 650-7916
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 9, 1999
(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 240.13.d-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 filed 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 (the "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).
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jules Ross
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
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 Citizen
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,120,250 (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 4,978,264 (2)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
1,120,250 (1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,098,514 (1,2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.9%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
1- Includes 1,120,250 shares underlying Class A Warrants held by Reporting
Person which are exercisable within sixty days.
2- Includes 4,978,264 shares which are subject to the Irrevocable proxy
described in Item 6 of this Schedule 13D.
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard A. Hahner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
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 Citizen
NUMBER OF 7 SOLE VOTING POWER
SHARES 75,000 (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 4,978,264 (2)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
75,000 (1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,053,264 (1,2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.3%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
1 Includes 75,000 shares underlying Class A Warrants held by Reporting Person
which are exercisable within sixty days.
2 Includes 4,978,264 shares which are subject to the Irrevocable proxy
described in Item 6 of this Schedule 13D.
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Case Holding Co., Inc. - FEIN: 59-1936548
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) [ ] or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida for-profit Corporation
NUMBER OF 7 SOLE VOTING POWER
SHARES 300,000 (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 4,978,264 (2)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
300,000 (1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,278,264 (1,2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.2%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
1 Includes 300,000 shares underlying Class A Warrants held by Reporting Person
which are exercisable within sixty days.
2 Includes 4,978,264 shares which are subject to the Irrevocable proxy
described in Item 6 of this Schedule 13D.
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Casoria, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
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 Citizen
NUMBER OF 7 SOLE VOTING POWER
SHARES 234,300 (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 4,978,264 (2)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
234,300 (1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,212,564 (1,2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.9%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
1 Includes 234,300 shares underlying Class A Warrants held by Reporting Person
which are exercisable within sixty days.
2 Includes 4,978,264 shares which are subject to the Irrevocable proxy
described in Item 6 of this Schedule 13D.
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Casoria, Sr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
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 Citizen
NUMBER OF 7 SOLE VOTING POWER
SHARES 75,000 (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 4,978,264 (2)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
75,000 (1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,053,264 (1,2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.3%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
1 Includes 75,000 shares underlying Class A Warrants held by Reporting Person
which are exercisable within sixty days.
2 Includes 4,978,264 shares which are subject to the Irrevocable proxy
described in Item 6 of this Schedule 13D.
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dennis A. Lopez
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
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 Citizen
NUMBER OF 7 SOLE VOTING POWER
SHARES 75,000 (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 4,978,264 (2)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
75,000 (1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,053,264 (1,2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.3%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
1 Includes 75,000 shares underlying Class A Warrants held by Reporting Person
which are exercisable within sixty days.
2 Includes 4,978,264 shares which are subject to the Irrevocable proxy
described in Item 6 of this Schedule 13D.
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gerald M. Holland
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
BK
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 Citizen
NUMBER OF 7 SOLE VOTING POWER
SHARES 951,450 (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 4,978,264 (2)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
951,450 (1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,929,714 (1,2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.4%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
1 Includes 951,450 shares underlying Class A Warrants held by Reporting Person
which are exercisable within sixty days.
2 Includes 4,978,264 shares which are subject to the Irrevocable proxy
described in Item 6 of this Schedule 13D. Also includes 247,500 shares of
Common Stock owned directly by Reporting Person but which are included in the
number of shares subject to the Irrevocable Proxy. These shares have not been
shown separately so as to avoid double counting.
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles J. Sugarman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
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 Citizen
NUMBER OF 7 SOLE VOTING POWER
SHARES 150,000 (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 4,978,264 (2)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
150,000 (1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,128,264 (1,2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.6%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
1 Includes 150,000 shares underlying Class A Warrants held by Reporting Person
which are exercisable within sixty days.
2 Includes 4,978,264 shares which are subject to the Irrevocable proxy
described in Item 6 of this Schedule 13D.
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Roslyn S. Sugarmann
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
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 Citizen
NUMBER OF 7 SOLE VOTING POWER
SHARES 300,000 (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 4,978,264 (2)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
300,000 (1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,278,264 (1,2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.2%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
1 Includes 300,000 shares underlying Class A Warrants held by Reporting Person
which are exercisable within sixty days.
2 Includes 4,978,264 shares which are subject to the Irrevocable proxy
described in Item 6 of this Schedule 13D.
This Statement on Schedule 13D (the "Schedule 13D") relates to the
transactions carried out in connection with the Loan Agreement dated as of
February 9, 1999 wherein seven investors (collectively, the "Investors") loaned
Continental Heritage Corporation (the "Issuer") the sum of $1,000,000. As a
portion of the consideration, the Issuer issued to the Investors on a pro rata
participation basis immediately exercisable Class A Warrants for the purchase
of 2,000,000 shares of its Common Stock. As further consideration to the
Investors, certain holders of the voting securities of the Issuer executed a
Non-Recourse Pledge Agreement and an Irrevocable Proxy in favor of the
Investors wherein these holders pledged 4,978,264 shares of common stock and
exercisable Class A Warrants to purchase 224,000 shares of common stock to the
Investors. Two individuals, one of whom is also a member of the investor group,
who were instrumental in arranging the transaction, as further inducement to
the investor group, executed a Non-Recourse Pledge Agreement in favor of the
Investors wherein these two individuals pledged exercisable Class A Warrants
for the purchase of 351,250 shares of Issuer's Common Stock. The Class A
Warrants pledged by these two individuals were received for their services in
facilitating the loan arrangement. Effective July 21, 1999, one of the
original Investors transferred a portion of his interest in the Loan Agreement
to two additional individuals (the "Added Parties"). The Investors plus the
additional individual who was not a member of the Investors and the Added
Parties are collectively referred to herein as the "Reporting Persons."
ITEM 1: SECURITY AND ISSUER:
1(a) Common Stock, $.10 per share par value
1(b) Continental Heritage Corporation (the "Issuer"), 7464 West Lake Mead
Blvd., Suite 150, Las Vegas, Nevada 89128
ITEM 2: IDENTITY AND BACKGROUND:
2(a)- (c)
(i) Jules Ross, 2300 Kensington Boulevard, Davie, FL 33325, has been a self-
employed investor since 1990. Mr. Ross was elected as a director of the Issuer
on June 8, 1999.
(ii) Richard Hahner, 4860 N.E.12th Avenue, Fort Lauderdale, FL 33334, has
been Vice-President of Holland Builders, Inc. since 1965.
(iii) Case Holding Co., Inc., c/o Mr. Cy Case, 4367 N. Federal Highway, #209,
Fort Lauderdale, FL 33308, is a Florida for-profit corporation established in
1979. Peter Casoria, Sr. is a director and vice-president of Case Holding and
Peter Casoria, Jr. is a director and the treasurer of Case Holding.
(iv) Peter Casoria, Jr., 552 N.E. 34th Court, Oakland Park, FL 33334, has
been an electrical contractor with County Electric since 1966.
(v) Peter Casoria, Sr., 552 N.E. 34th Court, Oakland Park, FL 33334, is
retired, but serves as a director and vice president of Case Holding Co., Inc.
(vi) Dennis Lopez, 4800 Bayview Drive PH3, Fort Lauderdale, FL 33308, has
been employed by Metra Associates, Inc. as a manufacturers' sales
representative for electrical construction materials since 1976.
(vii) Gerald M. Holland, 4860 N.E. 12th Avenue, Fort Lauderdale, FL 33334,
has been the president and owner of Holland Builders, Inc. since 1965. Mr.
Holland was elected as a director of the Issuer on June 8, 1999.
(viii) Charles J. Sugarman, D.P.M., 69 Covert Run Pike, Fort Thomas, KY
41075, has been a podiatrist since 1984. He has been treasurer of Northern
Kentucky Foot Specialists, PSC since 1996.
(ix) Roslyn S. Sugarman, 1904 S. Ocean Drive, Apartment 806, Hallandale, FL
33009, has been a private investor in stocks and bonds since 1975.
2(d) None
2(e) None
2(f) The Reporting Persons are all United States Citizens with the exception
of Case Holding Co., Inc. which is a Florida for-profit corporation and Damaso
W. Saavedra, P.A. which is a Florida professional association.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Effective February 9, 1999, the Issuer entered into a Loan Agreement with
seven individual investors (the "Investors"). The Reporting Persons of this
Schedule 13D, Roslyn S. Sugarman and Charles J. Sugarman (the "Added Parties"),
are such Investors. Pursuant to the Loan Agreement, the Investors agreed to
lend $1,000,000 (the "Loan") to the Issuer. The Investors also agreed to make
an additional loan of $500,000 if requested by the Issuer. As collateral for
the Loan, Steve Gould, Lee Kaplan, Robert Bray and Gerald Holland executed a
Non-Recourse Pledge Agreement and an Irrevocable Proxy in favor of the
Investors. An aggregate of 4,978,264 shares of the Issuer's Common Stock and
Class A Warrants to purchase 224,000 shares of the Issuer's Common Stock are
subject to the Pledge Agreement and Irrevocable Proxy. The Non-Recourse Pledge
Agreement and the Irrevocable Proxy terminate upon repayment of the initial
loan and/or an additional loan of $500,000 that the Investors have agreed to
make if requested by the Issuer. The Investors appointed Gerald M. Holland as
their agent to hold the Irrevocable Proxy.
Mr. Holland is a member of the Investors, but received additional Class A
Warrants along with Damaso W. Saavedra, P.A. for services performed in
facilitating the Loan. Mr. Holland and Damaso W. Saavedra on behalf of the
P.A. also executed a Non-Recourse Pledge Agreement in favor of the Investors.
Effective May 27, 1999, the Investors agreed to lend an additional $200,000 to
the Issuer and received Class A Warrants to purchase an aggregate of 400,000
additional shares of the Issuer's Common Stock. Effective August 4, 1999, the
Investors agreed to lend an additional $300,000 to the Issuer and received
Class A Warrants to purchase an aggregate of 600,000 additional shares of the
Issuer's Common Stock.
See Item 6: Post-Transaction Transfers for an explanation of the Added Parties
interest in the Loan.
The source of each individual Investors' funds is reflected on such
individual's cover sheet to this Schedule 13D.
ITEM 4: PURPOSE OF TRANSACTION
The issue of the Class A Warrants to the Investors and the grant of the
Irrevocable Proxy to the Investors was to provide inducement and security to
the Reporting Persons to loan the Issuer the sum of $1,000,000 to be used as
working capital. Additional funds loaned or to be loaned will also be used for
working capital.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
5(a) The Issuer has 6,914,259 shares of Common Stock outstanding as of
December 27, 1999. Reporting Persons by reason of the Irrevocable Proxy are
deemed to be beneficial owners of 4,978,264 shares in the aggregate, giving
them 72.0% of the Issuer's outstanding common stock as of December 27, 1999.
Additionally, the Reporting Persons hold immediately exercisable Class A
Warrants to purchase an aggregate of 3,281,000 shares of the Issuer's Common
Stock.
5(b) The Reporting Persons through the Irrevocable Proxy have the power to
vote all of the 4,978,264 shares. The Reporting Persons are not entitled to
vote the shares underlying the Warrants until the exercise of the Warrants.
5(c) Other than the transactions which are the subject of this report, no
other transactions concerning Issuer's securities have been effected by
Reporting Persons within the last 60 days.
5(d) Reporting Persons are not entitled to receive or direct the receipt of
dividends from the pledged shares. All dividends are to be received and
directed by the beneficial owners who are Steve Gould, Lee Kaplan, Robert Bray
and Gerald M. Holland.
5(e) Not applicable.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Non-Recourse Pledge Agreement.
As collateral for repayment of the Loan described in Item 3 above, Steve
Gould, Lee Kaplan, Robert Bray and Gerald Holland executed a Non-Recourse
Pledge Agreement in favor of the Investors. The Pledge Agreement provides that
Messrs. Gould, Kaplan, Bray and Holland pledge as collateral security for
payment of the Loan an aggregate of 4,978,264 shares of the Issuer's Common
Stock which they hold to the Investors. Further, Class A Warrants for the
purchase of 112,000 shares (or an aggregate of 224,000 shares) of the Issuer's
Common Stock issued to each of Messrs. Gould and Kaplan have been pledged under
the Non-Recourse Pledge Agreement. Mr. Holland and Damaso W. Saavedra, P.A.
also executed a Non-Recourse Pledge Agreement in favor of the Investors as
additional collateral security. Under that Pledge Agreement, Mr. Holland and
Damaso W. Saavedra, P.A. pledged Class A Warrants for the purchase of 210,750
and 140,500 shares, respectively, of Issuer's Common Stock.
Irrevocable Proxy.
Messrs. Gould, Kaplan, Bray and Holland have each granted to the Investors an
Irrevocable Proxy entitling the Investors at any time prior to repayment of the
initial loan and/or the additional loan to vote on major decisions presented to
the Issuer's shareholders, provided, however, that the Proxy may not be used by
the Investors to vote to remove any director or officer from the Issuer for
reasons other than gross negligence, theft, or legal incompetency. Further,
the Investors may not vote to elect any person as a director of the Issuer
other than those persons currently holding that position. The Proxy terminates
upon repayment of the initial loan and/or the additional loan to the Investors.
Post-Transaction Assignments of Class A Warrants.
Effective July 21, 1999, Damaso W. Saavedra, P.A. assigned Class A Warrants
for the purchase of 70,250 shares of the Issuer's Common Stock to Jules Ross.
Effective July 23, 1999, Gerald M. Holland assigned Class A Warrants for the
purchase of 84,300 shares of the Issuer's Common Stock to Peter Casoria, Jr.
Effective July 21, 1999, Mr. Jules Ross assigned 10% of his interest in the
Class A Warrants and 10% of his interest under the Loan Agreement to Charles J.
Sugarman.
Effective July 21, 1999, Mr. Jules Ross assigned 20% of his interest in the
Class A Warrants and 10% of his interest under the Loan Agreement to Roslyn S.
Sugarman.
All of the above transfers are reflected on the individual's cover sheet of
this Schedule 13D. Although Mr. and Mrs. Sugarman were not original parties to
the Loan Agreement and Irrevocable Proxy, they are included herein as
additional parties because of the assignment of benefits and obligations to
them by Mr. Jules Ross. Mr. Sugarman is the son of Mrs. Sugarman.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
No. Description:
1 Loan Agreement dated February 9, 1999 (incorporated by reference
to Exhibit 10.9 of Issuer's Form 10-KSB filed with the
Commission on March 15, 1999).
2. Non-Recourse Pledge Agreement (incorporated by reference to
Exhibit 10.14 of Issuer's Form 10-KSB filed with the Commission
on March 15, 1999).
3. Irrevocable Proxy (incorporated by reference to Exhibit 10.15 of
Issuer's Form 10-KSB filed with the Commission on March 15,
1999).
4 Joint Filing Agreement and Power of Attorney
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 27, 1999 /s/ Gerald M. Holland
Date Signature
Name/Title: Gerald M Holland, Proxy Signatory
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
this statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name an any title of each person who signs the statement shall be typed or
printed beneath his signature.
EXHIBIT 4
JOINT FILING AGREEMENT
Each of the undersigned acknowledges and agrees that the foregoing statement
on Schedule 13D is filed on behalf of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of the
undersigned without the necessity of filing additional joint acquisition
statements.
Each of the undersigned acknowledges that he or it shall be responsible for
the timely filing of such amendments, and for the completeness and accuracy of
the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the other,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Each person whose signature appears below hereby constitutes and appoints
GERALD M. HOLLAND, his true and lawful attorney-in-fact and agent, for him and
in name, place and stead, in any and all capacities, to sign any and all
filings on Schedule 13D under the Exchange Act, and any amendment thereto,
relating tot he securities of Continental Heritage Corporation and to file the
same with the Securities and Exchange Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do, hereby ratifying and confirming all that
such attorney-ion-fact and agent may lawfully do or cause to be done by virtue
hereof in connection with such filings.
This agreement may be executed in any number of counterparts and all of such
counterparts taken together shall constitute one and the same instrument.
Dated as of this 9th day of July 1999.
/s/Jules Ross
Jules Ross
/s/Gerald M. Holland
Gerald M. Holland
/s/Peter Casoria, Jr.
Peter Casoria, Jr.
/s/Peter Casoria, Sr.
Peter Casoria, Sr.
/s/Dennis Lopez
Dennis Lopez
/s/Richard A. Hahner
Richard A. Hahner
Case Holding Company, Inc.,
a Florida corporation
By:/s/Cy Case, President
Name: Cy Case
Title: President
/s/Roslyn S. Sugarman
Roslyn S. Sugarman
/s/Charles J. Sugarman
Charles J. Sugarman
