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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14f-1
Under the Securities Exchange Act of 1934
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
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(Exact name of registrant as
specified in its corporate charter)
0-21821
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Commission File No.
Colorado 93-0962072
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(State of Incorporation) (IRS Employer
Identification No.)
5525 Erindale Drive
Suite 201
Colorado Springs, Colorado 80918
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(Address of principal executive offices)
(719) 260-8509
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(Registrant's telephone number, including area code)
DECEMBER 18, 1996
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Consolidated Capital of North America, Inc.
Schedule 14f-1
This Information Statement is being furnished pursuant to Section 14(f)
of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, in connection
with a change in the membership of the Board of Directors of Consolidated
Capital of North America, Inc. (the "Company") as the result of the Company's
proposed merger with Angeles Acquisition Co. ("Angeles Acquisition"), a
privately held company (the "Merger"). Prior to the Merger, it is contemplated
that Angeles Aquisition will acquire a privately held metal fabrication
company. In connection with the Merger, the Company will issue to Stone Pine
Atlantic, LLC ("Stone Pine"), the entity which wholly owns Angeles Acquisition,
8,638,003 shares of the Company's common stock. After the Merger, certain share
holders of the Company will sell an aggregate of 200,000 shares of common stock
to Stone Pine (the "Share Transfer"). The Company will also sell 5,496,911
shares of its Common Stock in a private transaction exempt from registration of
the Securities Act of 1933, as amended (the "Share Issuance"). Upon completion
of the Merger, the Share Transfer and the Share Issuance (collectively, the
"Share Transactions"), the Company's current directors (the "Outgoing
Directors ") will resign and be replaced by new directors designated by Stone
Pine (the "Incoming Directors"). The Share Transactions, along with the change
in directors, are intended to be effective no earlier than ten (10) days after
the date on which this Information Statement is filed with the Securities and
Exchange Commission and mailed to all holders of record of the Company's common
stock (the effective time of the Share Transactions is hereinafter referred to
as the "Effective Time"). Subject to completion of due diligence, preparation
and execution of definitive agreements, it is anticipated that the Share
Transactions will be completed by December 31, 1996. The Company will notify
the Company's shareholders once the Merger is effective.
Voting Securities and Principal Holders Thereof
Upon consummation of the Share Transactions, there will be 15,705,460
shares of the Company's common stock outstanding, each of which will entitle the
holder thereof to one vote on each matter which may come before a meeting of
the shareholders. The Company has no other securities, voting or nonvoting,
outstanding. The preferred shares previously issued by the Company in the
amount of 450,000 were converted into 225,000 common shares on May 4, 1995.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of the Effective Time and
after the consummation of the Share Transactions: (i) by each person who will be
a beneficial owner of more than five percent (5%) of the Company's outstanding
common stock; (ii) by all Incoming Directors; (iii) by each of the named
executive officers of the Company (as that term is defined in Item 402(a)(3) of
Regulation S-B); and (iv) by all Incoming Directors and Incoming Executive
Officers of the Company as a group. The percentage of shares owned by each
individual has been calculated
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based on the 15,705,460 shares which will be outstanding upon the Effective
Time. The following table does not reflect any beneficial owner of more than 5%
of the outstanding common stock whose shares will be acquired in the Share
Issuance as the number of shares to be acquired by such purchaser(s) has not yet
been determined.
<TABLE>
<CAPTION>
Number Percent
Name and Address of Shares of Voting Securities
- ---------------- --------- --------------------
<S> <C> <C>
Stone Pine Atlantic, LLC 8,838,003 56.27%
410 17th Street
Suite 400
Denver, CO 80202
Thompson H. Rogers(2) 8,838,003(1) 56.27%(1)
c/o Stone Pine Atlantic, LLC
410 17th Street
Suite 400
Denver, CO 80202
J.Paul Bagley, III(2) 8,838,003(1) 56.27%(1)
c/o Stone Pine Atlantic, LLC
410 17th Street
Suite 400
Denver, CO 80202
L. Wayne Harber(2) 8,838,003(1) 56.27%(1)
c/o Stone Pine Atlantic, LLC
410 17th Street
Suite 400
Denver, CO 80202
Peter W. Damisch(3) 0 0
c/o Stone Pine Atlantic, LLC
410 17th Street
Suite 400
Denver, CO 80202
All Incoming Directors and
Incoming Executive Officers
as a Group 8,838,003(1) 56.27%(1)
</TABLE>
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(1) Messrs. Rogers, Bagley and Harber are principals of Stone Pine
and may be deemed to be beneficial owners of the 8,838,003 shares of
common stock owned by Stone Pine. Messrs. Rogers, Bagley and Harber
disclaim beneficial ownership of such shares.
(2) Incoming Director.
(3) Incoming Chief Executive Officer.
Change in Control
In connection with the Merger, the Company will issue to Stone Pine,
8,638,003 shares of the Company's common stock, in exchange for all the stock
of Stone Pine's wholly-owned entity, Angeles Acquisition. Also, as described
above, after the Merger, certain shareholders of the Company will sell an
aggregate of 200,000 shares of common stock to Stone Pine. The Company will
also sell 5,496,911 shares of its Common Stock in a
private
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transaction exempt from registration of the Securities Act of 1933, as amended.
Consequently, upon the Effective Time, Stone Pine will own 8,838,003 shares of
the Company's common stock, which will constitute 56.27% of the then outstanding
shares of common stock. Upon completion of the Share Transactions, the Company's
current directors will resign and be replaced by new directors designated by
Stone Pine.
Directors and Executive Officers
Legal Proceedings
No material legal proceedings, to which the Company is a party or to
which the property of the Company is subject, is pending or is known by the
Company to be contemplated. Also, the Company is not aware of any legal
proceedings in which any of the directors, executive officers or 5% beneficial
owners have an interest in, with a material interest adverse to the Company.
Incoming Directors and Incoming Executive Officers
As described above, in connection with the Share Transactions, Messrs.
McElhaney, McGinnis and Conrad will resign as executive officers and directors
of the Company as of the Effective Time. The following information relates to
the Incoming Directors and Incoming Executive Officers who will become directors
and executive officers as of the Effective Time.
<TABLE>
<CAPTION>
Incoming Directors and Officers: Age: Position:
- -------------------------------- ---- ---------
<S> <C> <C>
Thompson H. Rogers 42 Chairman
Peter W. Damisch 43 Chief Executive
Officer
J. Paul Bagley, III 54 Director
L. Wayne Harber 43 Director
</TABLE>
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Each of the Incoming Directors will serve a term of office which shall
continue until the next annual meeting of shareholders and until his successor
has been duly elected and qualified. Officers of the Company serve at the
pleasure of the Board of Directors.
Thompson H. Rogers, who will serve as the Chairman of the Board of the
Company, is a General Partner of Stone Pine Capital LLC (since 1994) an
investment-related company, Mr. Rogers is the Chairman of Affiliated Holdings,
Inc., a private multi-investment company (since 1985). Prior thereto, Mr.
Rogers was with FirsTier Banks, a financial institution based in Omaha,
Nebraska. From 1995 to 1996, Mr. Rogers was the Chairman of Laidlaw Holdings
Asset Management, Inc. Mr. Rogers serves on th Board of Directors of America
First Eureka Holdings, Inc., the holding company for EurekaBank, Pinnacle Bank
of Omaha, based in Omaha, Nebraska, and HavelockBank, located in Lincoln,
Nebraska.
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Peter W. Damisch is President and Chief Executive Officer of Pearce
Systems International, Inc. (since 1994) a designer and installer of advanced
space frame enclosure and building systems. From 1995 to 1996, Mr. Damisch was a
Partner of Trilogy Capital Group, Inc; from 1993 to 1994, he was President
and Chief Executive Officer of Arrow Dynamics, Inc.; and from 1991 to 1993, he
served as Arrow Dynamics Inc.'s Vice President and General Manager. Mr. Damisch
served in active duty in the United States Navy from 1971-1980 and has served
in the active reserves since 1986, currently as a Commanding Officer.
J. Paul Bagley, III is Chairman of Fiduciary Capital Management Company
(since 1989), and Managing Director of Stone Pine Capital, LLC (since 1994),
both investment-related companies. Mr. Bagley was Chief Executive Officer of
Laidlaw Holdings from 1995 to 1996. Mr. Bagley is Chairman of Silver Screen
Management (since October 1982), a film-related company. He currently serves as
a director of America First Financial Corporation and Lithium Technology
Corporation.
L. Wayne Harber is a Managing Director of Stone Pine Capital, LLC
and Stone Pine China, LLC, both investment-related companies (since 1994). Mr.
Harber also serves as Executive Vice President of Fiduciary Asset Managers,
LLC, the advisor to a $200 million mezzanine and private equity fund. From
1990 to 1993, Mr. Harber was the Senior Vice President of Marketing for Aegis
Holdings Corporation, an asset management and investment banking concern
specializing in asset securitization and structured finance. From 1980 to 1990,
Mr. Harber was a Vice President and National Sales Manager for Franchise
Finance Corporation of America. From 1995 to 1996, Mr. Harber was a Director of
Laidlaw Holdings Asset Management. Currently, Mr. Harber is a director of
Lithium Technology Corporation.
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No family relationships exist between any of the officers and
directors of the Company.
Certain Relationships and Related Transactions
In April, 1994, Mr. Ronald McGinnis, Vice President and an Outgoing
Director of the Company loaned $100,000 to the Northcrest Joint Venture in which
the Company subsequently became a partner. This loan was repaid in 1996.
In connection with the Merger, the Company's Outgoing Directors,
Raymond E. McElhaney, Ronald R. McGinnis and Bill M. Conrad, will acquire
certain assets of the Company. In consideration for these assets, Messrs.
McElhaney, McGinnis and Conrad will consent to the cancellation of all of their
outstanding stock options, forego their accrued salaries, waive rights to
future salaries and assume all of the debts and liabilities of the Company
which have not been paid on or before the Effective Time. Accordingly, upon
the Effective Time, the Company will have no stock options outstanding.
Section 16(a) Beneficial Ownership Reporting Compliance
Prior to December 11, 1996, the Company did not have a class of equity
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended. Accordingly, Section 16(a) compliance was not required
prior to such date.
Board Committees and other Board Information
The Company does not have an audit, nominating or compensation
committee. Instead, the Board itself performs such functions. During the
fiscal year ended December 31, 1995, the Company held one meeting which was
attended by all directors and took action by unanimous consent four times.
The Company did not have any disagreements with any of the Outgoing Directors.
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Compensation of Directors and Executive Officers
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
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Name and Principal Options LTIP
Position Year Salary (#) Payouts
- ------------------ ---- ------ ------- -------
<S> <C> <C> <C> <C>
Raymond E. McElhaney, 1995 $12,000 0 0
President and CEO 1994 $12,000 170,000 0
1993 $12,000 0 0
</TABLE>
Mr. McElhaney, as CEO, was the only named executive officer of the
Company for the last fiscal year. At the Effective Time, Mr. McElhaney will
resign as an officer of the Company. As discussed above, as of the Effective
Time, all stock options held by Mr. McElhaney will be cancelled.
Other than the Company's Compensatory Benefit Plan, the Company's
Incentive Stock Option Plan and Non-Qualified Stock Option Plan, the Company
has no other retirement, pension, or profit sharing program for the benefit of
its officers, directors or other employees.
Employment Contracts
Directors currently do not receive any compensation for their services
to the Company.
Each of Messrs. McElhaney, Conrad and McGinnis has entered into a
three-year Employment Agreement effective through November 17, 1997. Each
Agreement provided for payment of salary in the amount of $1,000 per month plus
reimbursement of reasonable and necessary expenses incurred on behalf of the
Company. As of the Effective Time, Messrs. McElhaney, Conrad and McGinnis will
voluntarily resign as officers.
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