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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
Date of Report (Date of earliest event reported): August 20, 1999
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Colorado 0-21821 93-0962072
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State or Other Jurisdiction Commission IRS Employer
Of Incorporation or Organization File Number Identification No.
410 17th Street, Suite 400 Denver, Colorado 80202
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Address of Principal Executive Offices and Zip Code
Registrant's telephone number, including area code (888) 313-8051
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Item 3. Bankruptcy or Receivership
On August 12, 1999, Campbell Investors, FINOVA Capital Corp. and National Bank
of Canada filed a complaint against TPSS Acquisition Corporation ("TPSS") in the
Court of Common Pleas of Lucas County, Ohio (Case No. CI0199903672), seeking
amounts allegedly due with respect to a lease agreement and certain loan
agreements which were assumed by TPSS. In connection with that litigation, the
Plaintiffs sought and, on August 20, 1999, received an Order appointing Ralph
DeNune as receiver to take control and dispose of TPSS's assets.
Item 4. Changes in Registrant's Certifying Accountant
Arthur Andersen LLP has resigned as the Company's independent public
accountants, effective August 23, 1999. Arthur Andersen had expressed an
opinion on the Company's
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financial statements for the fiscal year ended December 31, 1998. Except as
described in the following sentence, the report of Arthur Andersen with
respect to the financial statements for the year ended December 31, 1998, did
not contain an adverse opinion or disclaimer of opinion; nor was it modified
as to uncertainty, audit scope or accounting principles. The report of Arthur
Andersen with respect to the financial statements for the year ended December
31, 1998, was modified for uncertainty, as the Company had suffered recurring
losses form operations, had a working capital deficit and a shareholders'
deficit that raised substantial doubt about the Company's ability to continue
as a going cocern. Prior to the resignation of Arthur Andersen, there were no
disagreements between the Company and Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Arthur Andersen would have caused it to make reference to the
subject matter of the disagreements in connection with with its report. No
new independent accountant has been selected by the Company.
Item 5. Other Events
Consolidated Capital of North America, Inc. (the "Company") no longer controls
the operations at Capitol Metals Co. ("Capitol"), TPSS and Angeles Metal Trim
Co. ("Angeles"), the Company's three wholly-owned subsidiaries. These
subsidiaries are being liquidated by their senior creditors with the
acquiescence of the Company. The Company does not anticipate that the proceeds
of such liquidation will be sufficient to provide any distributions to the
Company's shareholders. The Company has conducted all of its business operations
through Capitol, TPSS and Angeles.
Several lawsuits seeking payment of debts claimed to be owing by the Company's
subsidiaries have been filed against the Company's subsidiaries. One of those
lawsuits also asserts claims against the Company based on an alter ego theory.
SIGNATURE
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.
Consolidated Capital of North America, Inc.
By: /s/Paul Bagley
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Chief Executive Officer
Date: August 23, 1999
