<PAGE> 1
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Consolidated Capital of North America, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
208892208
(CUSIP Number)
Gary Kucher
Atlantis Holding Corporation
7986 E. Arapahoe Ct.
Suite 1800
Englewood, CO 80112
Tel: 800-329-5836
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
FEBRUARY 4, 1997
(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 [].
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).
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SCHEDULE 13D
CUSIP No. 208892208
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Atlantis Holding Corporation
- --------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
- --------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (see instructions)
OO
- --------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
- --------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Colorado
- --------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 200,500
BENEFICIALLY -------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,412,068
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,412,068
- --------------------------------------------------------------------------------------
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)
8.99%
- --------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------------
</TABLE>
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SCHEDULE 13D
CUSIP No. 208892208
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Investor Capital Enterprises, Inc.
- --------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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)
Not Applicable
- --------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Nevada
- --------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 200,500
BENEFICIALLY -------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,412,068
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,412,068
- --------------------------------------------------------------------------------------
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)
8.99%
- --------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------------
</TABLE>
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SCHEDULE 13D
CUSIP No. 208892208
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gary Kucher
- --------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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)
Not Applicable
- --------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.
- --------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 200,500
BENEFICIALLY -------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,412,068
-------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,412,068
- --------------------------------------------------------------------------------------
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)
8.99%
- --------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------------
</TABLE>
<PAGE> 5
Item 1 Security and Issuer.
This statement on Schedule 13D relates to the common stock,
par value $.0001 per share of Consolidated Capital of North America, Inc. (the
"Issuer"). The address of the principal executive office of the Issuer is 410
17th Street, Suite 400, Denver, Colorado 80202.
Item 2 Identity and Background.
(a), (b), (c) and (f) This statement is being filed by
Atlantis Holding Corporation, a Colorado corporation in the consulting business
("AHC"), Investor Capital Enterprises, Inc., a Nevada corporation in the
consulting business ("ICE"), and Gary Kucher, the sole shareholder, director and
executive officer of ICE and the sole shareholder of AHC. AHC, ICE and Mr.
Kucher are together referred to herein as the Reporting Person. Dennis Howard
Sakofsky is the President and a director of AHC. Mr. Sakofsky, a U.S.
citizen, conducts his principal business, the mortgage banking business,
through the Legacy Mortgage Company. The business address of AHC, ICE, Mr.
Kucher, Mr. Sakofsky and Legacy Mortgage is 7986 E. Arapahoe Ct., Suite 1800,
Englewood, CO 80112. Mr. Kucher, a U.S. citizen, provides consulting services
through AHC and ICE.
(d) and (e) During the last five years, none of the Reporting
Persons or Mr. Sakofsky have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which any such person was or is subject to 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
violation with respect to such laws.
Item 3 Source and Amount of Funds or Other Consideration.
On February 4, 1997, Stone Pine Colorado LLC ("Stone Pine Colorado")
entered into an agreement to transfer 1,211,568 shares of the Issuer's common
stock owned by Stone Pine Colorado to AHC in consideration of certain services
provided by AHC to Stone Pine Colorado (the "AHC Shares"). Stone Pine Colorado
was granted a proxy by AHC to vote the AHC Shares, until the earlier of the
transfer by AHC of the AHC Shares to a nonaffiliate of AHC and February 4,
2000.
On January 23, 1997, Mr. Kucher purchased 500 shares of the Issuer's
common stock in the open market, at a price of $4.00 per share (the "Kucher
Shares").
Effective January 21, 1997, ICE purchased 145,000 shares of the
Issuer's common stock and acquired the right to purchase 55,000 shares of the
Issuer's common stock, from eleven stockholders of the Issuer in a private
transaction for an aggregate purchase price of $80,000 (the "ICE Shares").
Item 4 Purpose of Transaction.
As described in Item 3, on February 4, 1997, Stone Pine
Colorado entered into an agreement to transfer the AHC Shares to AHC in
consideration of certain services provided by AHC to Stone Pine Colorado; on
January 23, 1997, Mr. Kucher purchased 500 shares of the Issuer's common stock
in the open market for investment purposes; and, on January 21, 1997 ICE
purchased or acquired the right to purchase 200,000 shares of the Issuer's
common stock in a private transaction for investment purposes.
<PAGE> 6
(a) Mr. Kucher, individually and through AHC and ICE,
currently intends to continuously review his equity interest in the Issuer, and
the Issuer's business affairs and financial condition. Depending on his
evaluation of the Issuer's business and prospects, and upon future developments
(including, but not limited to, performance of the Issuer, the availability of
funds, future opportunities, money and stock market conditions, and general
economic conditions), Mr. Kucher may, and reserves the right to, dispose of all
or a portion of his shares of common stock now held by him or hereafter
acquired in one or more privately negotiated transactions, on the open market
or otherwise, or from time to time purchase additional shares of common stock
of the Issuer.
(b)-(j) No Reporting Person has any plans or proposals which relate to
Items 4(b) through and including Item 4(j).
Item 5 Interest in Securities of the Issuer.
(a) and (b) AHC directly owns the 1,211,568 AHC Shares which
constitute 7.71% of the outstanding common stock of the Issuer. AHC has the
sole dispositive power over the AHC Shares. Stone Pine Colorado has the sole
voting power over the AHC Shares until the earlier of the transfer by AHC of
the AHC Shares to a nonaffiliate of AHC and February 4, 2000.
Mr. Kucher directly owns the 500 Kucher Shares which constitute less
than one percent of the outstanding common stock of the Issuer. Mr. Kucher has
the sole voting and dispositive power over the Kucher Shares.
ICE directly owns or has the right to acquire the 200,000 ICE Shares
which constitute 1.27% of the outstanding common stock of the Issuer. ICE has
or will have the sole voting and dispositive power over the ICE Shares.
Mr. Kucher as the sole shareholder of AHC has dispositive power of the
AHC Shares and as the sole shareholder, director and executive officer of ICE
has voting and dipositive power of the ICE Shares and therefore may be deemed
to beneficially own the AHC Shares and the ICE Shares. Mr. Kucher, AHC and ICE
may be deemed to be persons who comprise a group within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934 and therefore each may be
deemed to beneficially own all of the AHC Shares, the Kucher Shares and the ICE
Shares. The AHC Shares, the Kucher Shares and the ICE Shares together
constitute 8.99% of the outstanding common stock of the Issuer.
(c) See Item 3 above. Other than the acquisition of the AHC
Shares, the Kucher Shares and the ICE Shares, no Reporting Person effected any
transaction in the common stock of the Issuer during the past sixty days.
(d), (e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Items 3 and 5 above.
<PAGE> 7
Item 7 Material to Be filed as Exhibits.
Exhibit 1 -- Joint Filing Agreement.
Exhibit 2 -- Voting Proxy Agreement.
<PAGE> 8
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.
Dated: February 12, 1997 ATLANTIS HOLDING CORPORATION
By: /s/ Gary Kucher
-----------------------
Name: Gary Kucher
Title: Director
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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.
Dated: February 12, 1997 INVESTOR CAPITAL ENTERPRISES INC.
By: /s/ Gary Kucher
-----------------------
Name: Gary Kucher
Title: President
<PAGE> 10
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.
Dated: February 12, 1997 /s/ Gary Kucher
-----------------------
Gary Kucher
<PAGE> 1
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with each
other of a Statement on Schedule 13D and any amendments thereto with respect to
the Common Stock, par value $.0001 of Consolidated Capital of North America,
Inc. and that this Joint Filing Agreement be included as an exhibit to such
joint filing. In evidence thereof, the undersigned hereby execute this
Agreement as of February 12, 1997.
ATLANTIS HOLDING CORP.
By: /s/ Gary Kucher
-----------------------
Gary Kucher
Director
INVESTOR CAPITAL ENTERPRISES INC.
By: /s/ Gary Kucher
-----------------------
Gary Kucher
President
/s/ Gary Kucher
-----------------------
Gary Kucher
<PAGE> 1
Exhibit 2
The undersigned appoints Stone Pine Colorado LLC agent and proxy and authorizes
Stone Pine Colorado LLC or its designees to act as agent and proxy with respect
to 1,211,568 shares of common stock of Consolidated Capital of North America,
Inc. (the "Issuer") standing in the name of the undersigned on the books of the
Issuer. The agent and proxy named above is authorized to act in behalf of the
undersigned as to all matters that come before the shareholders of the Issuer
for action, whether at a meeting of the shareholders or by written consent of
shareholders in lieu of a meeting, in the same manner and with the same effect
as if the undersigned were personally acting.
This proxy is coupled with an interest and the authority represented by this
proxy is irrevocable during the term of this Proxy. Notwithstanding the
foregoing this proxy shall terminate upon the earlier of (i) the transfer of
the Shares by the undersigned to any person or entity which is not an affiliate
of the undersigned and (ii) February 4, 2000.
Dated: February 7, 1997 Atlantis Holding Corp.
By: /s/ GARY KUCHER
-------------------------------
Gary Kucher
Director
