United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8/ Restated for first EDGAR filing)
Capital Associates, Inc.
(Name of Issuer)
Common Stock, $0.016 par value
(Title of Class of Securities)
205-105-139-73010
(CUSIP Number)
William H. Buckland, 8180 Greensboro Drive, Suite 1000,
McLean, VA 22102 (703) 847-6595
Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
January 24, 1995 and January 6, 1998 (Restated since June 2, 1994)
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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box - N.A.
Check the following box if a fee is being paid with the statement
- - N.A.
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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).
<PAGE>
1 Name of Reporting Person
MCC Financial Corporation
2 Check the Appropriate Box if a Member of a Group
N.A.
3 SEC Use Only
4 Source of Funds
BK, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
N.A.
6 Citizenship or Place of Organization
Delaware
7 Number of Shares Beneficially Owned by Each Reporting Person
with Sole Voting Power
2,833,369
8 Number of Shares Beneficially Owned by Each Reporting Person
with Shared Voting Power
9 Number of Shares Beneficially Owned by Each Reporting Person
with Sole Dispositive Power
2,833,369
10 Number of Shares Beneficially Owned by Each Reporting Person
with Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,833,369
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
N.A.
13 Percent of Class Represented by Amount in Row (11)
56%
14 Type of Reporting Person
CO
<PAGE>
1 Name of Reporting Person
William H. Buckland
2 Check the Appropriate Box if a Member of a Group
N.A.
3 SEC Use Only
4 Source of Funds
BK, AF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
N.A.
6 Citizenship or Place of Organization
U.S.
7 Number of Shares Beneficially Owned by Each Reporting Person
with Sole Voting Power
8 Number of Shares Beneficially Owned by Each Reporting Person
with Shared Voting Power
2,833,369
9 Number of Shares Beneficially Owned by Each Reporting Person
with Sole Dispositive Power
10 Number of Shares Beneficially Owned by Each Reporting Person
with Shared Dispositive Power
2,833,369
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,833,369
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
N.A.
13 Percent of Class Represented by Amount in Row (11)
56%
14 Type of Reporting Person
IN
<PAGE>
1 Name of Reporting Person
James D. Walker
2 Check the Appropriate Box if a Member of a Group
N.A.
3 SEC Use Only
4 Source of Funds
BK, AF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
N.A.
6 Citizenship or Place of Organization
U.S.
7 Number of Shares Beneficially Owned by Each Reporting Person
with Sole Voting Power
8 Number of Shares Beneficially Owned by Each Reporting Person
with Shared Voting Power
2,833,369
9 Number of Shares Beneficially Owned by Each Reporting Person
with Sole Dispositive Power
10 Number of Shares Beneficially Owned by Each Reporting Person
with Shared Dispositive Power
2,833,369
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,833,369
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
N.A.
13 Percent of Class Represented by Amount in Row (11)
56%
14 Type of Reporting Person
IN
<PAGE>
Item 1. Security and Issuer
This Statement constitutes Amendment No. 8 to Schedule 13D
dated June 2, 1994 ("Initial Statement"), filed jointly by MCC
Financial Corporation ("MCC"), William H. Buckland and James D.
Walker, respecting the common stock, $.016 par value ("Common
Stock"), of Capital Associates, Inc. ("Issuer"). The current
address of the Company's principal executive office is 7175 West
Jefferson Avenue, Lakewood, Colorado 80235. This Statement also
contains an amendment and restatement of all Schedule 13D filings
filed on behalf of the above-referenced reporting persons from
and including the Initial Statement to this Amendment No. 8.
Item 2. Identity and Background
This Schedule 13D is filed jointly on behalf of MCC
Financial Corporation ("MCC"), William H. Buckland and James D.
Walker.
MCC is a Delaware corporation whose principal business is
the operating equipment lease business. The address of its
principal business and principal office is 8180 Greensboro Drive,
Suite 1000, McLean, Virginia 22102. MCC is a private company,
50% owned by Mr. Buckland and 50% owned by Mr. Walker. The
directors and executive officers of MCC are (1) Mr. Buckland, who
serves as Director, Chairman, Secretary and Treasurer; and (2)
Mr. Walker, who serves as President and Chief Executive Officer.
Mr. Buckland's business address is 8180 Greensboro Drive,
Suite 1000, McLean, Virginia 22102. His present principal
occupation or employment is as a director and officer of MCC.
Mr. Walker's business address is 8180 Greensboro Drive,
Suite 1000, McLean, Virginia 22102. His present principal
occupation or employment is as a director and officer of MCC.
Neither MCC, Mr. Buckland nor Mr. Walker has been, during
the last five years, convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction that resulted in 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 violations with respect to such laws.
Messrs. Buckland and Walker are both U.S. citizens.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented as follows:
The amount of funds used by MCC to purchase 150,000 pre-
reverse stock split (75,000 post-reverse stock split)
shares of Common Stock of the Issuer on January 24,
1995 was $150,000. The amount of funds used by MCC to
purchase 257,500 post-reverse stock split shares of
Common Stock of the Issuer on January 6, 1998 was
$1,035,515. All funds were obtained from a revolving
line of credit with NationsBank N.A. that is secured by
existing assets and leases of MCC. A copy of the
credit agreement was attached to the Initial Statement
as Exhibit 2.
Item 4. Purpose of Transaction
Item 4(a) is hereby amended and supplemented as follows:
MCC has acquired and may in the future acquire, shares
of Common Stock for the purpose of holding a long-term
investment in the Issuer. MCC intends to continually
review the Issuer's business affairs and financial
position, as well as conditions in the securities
market and general economic and industry conditions.
Based on such evaluation and review, MCC will continue
to consider various investment options. Such actions
may include the purchase of additional shares of Common
Stock. The foregoing actions may be taken by MCC alone
or in concert with others.
MCC acquired its first shares of Common Stock in the Issuer
through a private transaction on June 2, 1994 wherein MCC
purchased 1,166,082 post-reverse stock split shares for
$2,798,598. The Initial Statement was filed to cover this
transaction. Subsequent amendments to the Initial Statement have
been manually filed on the dates indicated below for the related
transactions:
<PAGE>
<TABLE>
<CAPTION>
No. of Post-
Amendment Date of Transaction Reverse Total
Stock Split Price
Shares
<S> <C> <C> <C>
1 October 7, 10, 14, 1994 57,417 $109,990
2 November 17, 1994 40,000 $80,000
3 March 6, 1995 70,500 $119,850
4 March 28, 1995 114,250 $194,225
5 November 10, 1995 65,120 $214,896
6 January 9, 1996 550,000 $1,815,000
7 January 8, 1997 437,500 $1,618,750
</TABLE>
The 257,500 post-reverse stock split shares referenced
in Item 3 along with the shares acquired as referenced
in amendments 6 and 7 were purchased pursuant to
agreements executed on November 10, 1995, between MCC
and Gary M. Jacobs and Jack M. Durliat, two of the
Issuer's largest shareholders. Pursuant to these
agreements, MCC acquired 65,120 shares of Common Stock
for a purchase price of $3.30 per share for 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.
Items 4(b) through 4(j) are restated as follows:
In addition to Item 4(a), except as noted herein,
neither MCC, Mr. Buckland nor Mr. Walker has any
present plans or proposals which relate to or would
result in:
(b) An extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the
Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Company or any of its subsidiaries;
(d) Any change in the present Board of Directors or management
of the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on
the board (except that in connection with MCC's acquisition of
shares, the Board of Directors of
<PAGE>
the Company appointed an affiliate of MCC as a member
of the Board to fill a vacancy);
(e) Any material change in the present capitalization
or dividend policy of the Company;
(f) Any other material change in the Company's
business or corporate structure;
(g) Changes in the Company's charter, bylaws, or
instructions corresponding thereto or other actions
which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) A class of equity securities of the Company
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934; or
(j) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby amended and supplemented as follows:
As of close of business on January 6, 1998, MCC
beneficially owned 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
Issuer's one-for-two reverse stock split. The
determination of the percentage of shares beneficially
owned is based on information supplied by the Issuer,
to the effect that 5,077,162 (after the stock split)
shares of Common Stock were outstanding as of January
6, 1998.
As 50% owners of MCC sharing authority with respect to
the voting and disposition of securities owned by MCC,
Messrs. Buckland and Walker each indirectly
beneficially owned, as of November 10, 1995, the
2,833,369 shares of Common Stock held by or
beneficially owned by MCC constituting 56% of the
shares of Common Stock outstanding.
<PAGE>
Item 5(b):
MCC has the sole power to vote or direct the vote of,
and to dispose of or direct the disposition of, the
shares of Common Stock that it beneficially owns.
Messrs. Buckland and Walker, as the owners of MCC,
share the power to vote or to direct the vote of, and
to dispose of or direct the disposition of, the shares
of Common Stock held by MCC.
Item 5(c) is hereby amended and supplemented as follows:
Since the most recent filing of Schedule 13D on
February 10, 1997, the following transaction has been
effectuated:
Pursuant to agreements executed on November 10, 1995,
with several private investors, MCC purchased on
January 6, 1998, 257,500 shares of Common Stock for
$1,035,150. In addition, MCC inadvertently failed to
amend Schedule 13D for a purchase on January 24, 1995
of 150,000 pre-reverse stock split (75,000 post-reverse
stock split) shares of Common Stock for $150,000.
Item 5(d):
No other person is known to have the right to receive
or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such shares.
Item 5(e):
Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or
relationships among the persons listed in Item 2 or
between them and any other person with respect to any
securities of the Company.
Item 7. Material Field as Exhibits
The following relevant documents were attached as exhibits
to the Initial Statement, filed on June 2, 1994:
1. Joint Filing Agreement among MCC, Mr. Buckland and Mr.
Walker.
<PAGE>
2. Letter Agreement between MCC and NationsBank of
Virginia, N.A. covering, among other things, the financing of the
purchase of stock in Capital Associates, Inc. by MCC (followed by
copies of the Amended and Restated Credit Agreement dated as of
March 1, 1991 between MCC and Sovran Bank, N.A., and the First
Amendment thereto dated as of October 14, 1991, which are
incorporated by reference in the Letter Agreement).
The following relevant documents were attached as exhibits
to Amendment No. 5, filed on November 6, 1996:
1. Stock Purchase Agreement by and between MCC and Gary M.
Jacobs and Jack M. Durliat, dated November 10, 1995,
relating to the sale of 130,240 (65,120 after the stock
split) shares of Common Stock, together with accompanying
exhibits.
2. Stock Purchase Agreement by and between MCC and Gary M.
Jacobs and Jack M. Durliat, dated November 10, 1995,
relating to the sale of 1,100,000 (550,000 after the stock
split) shares of Common Stock, together with accompanying
exhibits.
3. Stock Purchase Agreement by and between MCC and Gary M.
Jacobs and Jack M. Durliat, dated November 10, 1995,
relating to the sale of 875,000 (437,500 after the stock
split) shares of Common Stock, together with accompanying
exhibits.
4. Stock Purchase Agreement by and between MCC and Gary M.
Jacobs and Jack M. Durliat, dated November 10, 1995,
relating to the sale of 515,000 (257,500 after the stock
split) shares of Common Stock, together with accompanying
exhibits.
<PAGE>
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.
Date: March 20, 1998
MCC FINANCIAL CORPORATION
By: /s/ William H. Buckland
William H. Buckland
Chairman
William H. Buckland
/s/ William H. Buckland
James D. Walker
/s/ James D. Walker
