<PAGE> 1
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
May 31, 1996
---------------------------------
(Date of earliest event reported)
CONTINENTAL MORTGAGE AND EQUITY TRUST
------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 0-10503 94-2738844
----------------------- ---------------- --------------------
(State of incorporation (Commission File (IRS Employer
or organization) Number) Identification No.)
10670 North Central Expressway
Suite 300
Dallas, Texas 75231
- ---------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 692-4700
--------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. Other Events.
On May 31, 1996, the shareholders of Continental Mortgage and Equity Trust
(the "Trust") approved an amendment to the Trust's Declaration of Trust which
(i) repealed the limitation on the period to time which the Trust may hold
investments in equity securities and (ii) repealed the limitation on the
Trust's ability to invest in certain unimproved, non-income producing property.
This amendment was approved at the Annual Meeting of Shareholders held on May
31, 1996.
Item 7. Financial Statements and Exhibits.
The following documents are filed as exhibits to this Current Report:
3 Amendment No. 3 to the Second Amended and Restated Declaration of
Trust of Continental Mortgage and Equity Trust dated as of May 31,
1996.
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.
CONTINENTAL MORTGAGE AND EQUITY TRUST
Dated: June 6, 1996 By: /s/ Randall M. Paulson
---------------------------------
Randall M. Paulson
President
<PAGE> 1
OFFICER'S CERTIFICATE
The undersigned, being the Senior Vice President of Continental
Mortgage and Equity Trust (the "Trust") (formerly Consolidated Capital Special
Trust), hereby certifies that the shareholders of the Trust, at the Trust's
Annual Meeting of Shareholders, approved Amendment Number 3 to the Trust's
Second Amended and Restated Declaration of Trust, a copy of which amendment
is attached hereto as Exhibit "A". The Declaration of Trust was filed on
July 29, 1987 as No. 87-212434.
IN WITNESS WHEREOF, I have executed this Certificate this 31st day of
May, 1996.
CONTINENTAL MORTGAGE AND EQUITY TRUST
/s/ ROBERT A. WALDMAN
----------------------------------------
Robert A. Waldman, Senior Vice President
STATE OF TEXAS )
)
COUNTY OF DALLAS )
The foregoing Officer's Certificate was acknowledged before me this
31st day of May, 1996 by Robert A. Waldman, Senior Vice President of
Continental Mortgage and Equity Trust.
/s/ ALAN O. GOODRICH
---------------------------------
Alan O. Goodrich
[NOTARY STAMP] Notary Public, State of Texas
My Commission Expires: 3-2-97
-----------
<PAGE> 2
EXHIBIT "A"
AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED
DECLARATION OF TRUST OF CONTINENTAL MORTGAGE AND EQUITY TRUST
The Second and Amended and Restated Declaration of Trust of
Continental Mortgage and Equity Trust is hereby amended as follows:
(a) Section 5.3 shall be deleted and replaced in its entirety with
the following:
5.3 Restrictions. The Trustees shall not:
(a) invest in any foreign currency, bullion or
commodities;
(b) invest in contracts of sale for real estate,
except in conjunction with acquisition or sale of Real
Property or when held as security for Mortgages made or
acquired by the Trust;
(c) engage in any short sale;
(d) issue warrants, options or rights to buy
Shares, except as part of a ratable issue to Shareholders or
as part of a public offering or as part of a financial
arrangement with parties other than the Advisor or directors,
Trustees, officers or employees of the Trust or the Advisor or
as part of a ratable distribution to Shareholders;
(e) [REPEALED EFFECTIVE MAY 31, 1996]
(f) issue equity Securities of more than one
class (other than convertible obligations, warrants, rights
and options, and regular or residual interests in REMICs);
(g) [REPEALED EFFECTIVE MAY 31, 1996]
(h) make any loan to the Sponsor of the Trust,
Consolidated Capital Equities Corporation, the Advisor or any
of their Affiliates;
<PAGE> 3
(i) engage in trading as compared with investment
activities, or engage in the business of underwriting or
agency distribution of Securities issued by others, but this
prohibition shall not prevent the Trust from selling
participations or interests in Mortgage Loans or Real Property
or from selling or pledging a pool of notes receivable from
property sales or selling interests in REMICs or CMOs;
(j) invest more than 10% of total Trust assets in
Junior Mortgage Loans, excluding Wrap- Around Mortgage Loans;
(k) acquire Securities in any company holding
investments or engaging in activities prohibited by this
Section;
(l) issue "redeemable securities," as defined in
Section 2(a) (32) of the Investment Company Act of 1940,
"face-amount certificates of the installment type" as defined
in Section 2(a) (15 ) thereof and "periodic payment plan
certificates" as defined in Section 2(a) (27) thereof;
(m) purchase insurance either through or from any
Affiliate;
(n) purchase any Real Property on which the total
real estate commission paid by the Trust to anyone exceeds 6%
of the total purchase price, or sell any Real Property on
which the total real estate commission paid by the Trust to
anyone exceeds 5% of the total sales price;
(o) purchase, sell or lease any Real Properties
or Mortgages to or from the Sponsor, Consolidated Capital
Equities Corporation, the Advisor or any of their Affiliates,
including any investor program in which any of the foregoing
may also be a general partner or sponsor; or
(p) issue convertible or non-convertible debt
securities (other than interests in REMICs and CMOs) to the
public unless the historical cash flow of the Trust or the
substantiated future cash flow of the Trust, excluding
extraordinary items, is sufficient to cover the interest on
the debt securities.
