SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 16, 1996 (January 15, 1996)
CAPITAL ASSOCIATES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-15525
(State of Incorporation) (Commission File Number)
84-1055327
(IRS Employer Identification No.)
7175 West Jefferson Avenue, Lakewood, Colorado 80235
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 980-1000
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Item 5. Other Events
On January 9 and 10, 1996, MCC Financial Corporation ("MCC") acquired
550,000 shares of common stock of Capital Associates, Inc. (the
"Company"), at a price of $3.30 per share (an aggregate of
$1,815,000) through a private stock transaction pursuant to an
agreement (the "Stock Purchase Agreement") executed by and between
MCC and Gary M. Jacobs and Jack M. Durliat, two of the Company's
largest shareholders, on November 10, 1995. Pursuant to other Stock
Purchase Agreements executed on that date, on November 10, 1995, MCC
acquired 65,120 shares of common stock for a purchase price of $3.30
per share or an aggregate amount of $214,896. In addition, MCC
acquired the right to purchase an additional 1,245,000 shares of
common stock in the future for an aggregate purchase price of
approximately $4.5 million, including the shares purchased on
January 9 and 10, 1996.
The number of shares reported reflects a one-for-two reverse stock
split effective November 3, 1995. The funds for the most recent
purchase of the 550,000 shares of common stock were obtained by MCC
from a revolving line of credit with NationsBank of Virginia, N.A.
that is secured by existing assets and leases of MCC (the "MCC Credit
Facility"). The funds for the purchase of the remaining 695,000
shares of common stock will be obtained by MCC from the MCC Credit
Facility, through a sale or financing of assets or a combination of
such sources.
As of close of business on January 10, 1996, MCC beneficially owned
and/or had voting control over a total of 2,833,369 shares of common
stock constituting 56% of the shares of common stock outstanding
calculated after giving effect to the Company's one-for-two reverse
stock split. Of the 2,833,369 shares, 695,000 shares are not owned by
MCC, but MCC is entitled to vote those shares pursuant to proxies
executed by the current owners, and MCC has entered into Stock
Purchase Agreements to purchase these shares in the future. The
determination of the percentage of shares beneficially owned is based
on information that 4,988,348 shares (after the stock split) of
common stock were outstanding as of January 10, 1996.
As 50% owners of MCC sharing authority with respect to the voting and
disposition of securities owned by MCC, Messrs. William H. Buckland
and James D. Walker each indirectly beneficially owned, as of January
11, 1996, the 2,833,369 shares of common stock held by or
beneficially owned by MCC constituting 56% of the shares of common
stock outstanding.
MCC and Durliat and Jacobs entered into a stock pledge agreement,
dated as of November 10, 1995, whereby MCC (1) granted Durliat and
Jacobs a security interest in, and pledged, the shares of common
stock purchased on that date from Durliat and Jacobs as security for
MCC's payment and performance obligations under the Stock Purchase
Agreements and (2) agreed to grant to Durliat and Jacobs a security
interest in, and agreed to pledge, any additional shares of Common
Stock purchased from Durliat and Jacobs after November 10, 1995, as
security for MCC's payment and performance obligations under the
Stock Purchase Agreements. The shares of common stock purchased by
MCC on January 9 and 10, 1996, are subject to the stock pledge
agreement.
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Item 5. Other Events, continued:
See the current report on Form 8-K, dated November 22, 1995, for
additional information concerning the change of control transaction
that occurred on November 10, 1995, the terms of the transaction
documents and the obligations thereunder with respect to the
transaction that occurred on January 9 and 10, 1996.
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EXHIBIT INDEX
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ITEM
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99 Additional Exhibits
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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 hereunto duly authorized.
CAPITAL ASSOCIATES, INC.
Registrant
Date: January 16, 1996 By: /s/John E. Christensen
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John E. Christensen
Senior Vice President and
Chief Financial Office
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FOR IMMEDIATE RELEASE: January 15, 1996
CONTACT: Mr. William H. Buckland
Chairman
MCC Financial Corporation
(703)847-6597
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MCC FINANCIAL CORPORATION ACQUIRES
ADDITIONAL SHARES IN CAPITAL ASSOCIATES, INC.
McLean, Virginia - MCC Financial Corporation (MCC) announced today that
on January 9 and 10, 1996, it acquired an additional 550,000 shares of common
stock of Capital Associates, Inc. (CAI) of Denver, Colorado, through private
stock transactions pursuant to agreements executed on November 10, 1995 with
Gary M. Jacobs and Jack M. Durliat, two of CAI's largest shareholders. On
November 10, 1995, MCC acquired 65,120 shares of common stock of CAI, and voting
control of CAI through the delivery of proxies for shares to be purchased in the
future (including the 550,000 shares purchased on January 9 and 10, 1996) from
Mr. Jacobs and Mr. Durliat.
The purchase price for the 550,000 shares was $3.30 per share (or
approximately $1.8 million). This price per share reflects the CAI one for two
stock split effective as of November 3, 1995.
The stock transaction raises MCC's share ownership of CAI to 2,138,369
shares. As a result of the agreements executed on November 10, 1995, MCC's share
ownership of CAI will increase to 2,833,369 shares or approximately 55% of CAI's
outstanding shares on a post split basis.
MCC is an aircraft and equipment lessor located in McLean, Virginia
that specializes in aircraft operating leases to the regional airline industry.
William H. Buckland and James D. Walker acquired MCC from Fairchild Industries,
Inc. in 1988.
CAI is one of the larger independent leasing companies in the United
States, and principally engaged in (1) buying, selling, leasing and remarketing
new and used equipment, (2) managing equipment on and off-lease, (3) sponsoring,
co-sponsoring, managing and co-managing publicly-registered income funds, and
(4) arranging equipment-related financing. In its fiscal year ended May 31,
1995, CAI had net income of $1.1 million on revenues of $104.9 million and total
assets of $158.7 million. CAI is headquarter in Denver, Colorado and is listed
on NASDAQ.
MCC originally acquired 23% of CAI in a private transaction in June
1994. Both Buckland and Walker are currently members of CAI's Board of
Directors. Walker was elected Chairman of the Board at the October 27, 1995
stockholders' meeting.
Walker, MCC's President and CEO, stated: "This transaction continues to
indicate our confidence that CAI is building value through its leasing
activities that will be recognized in the future."
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