<PAGE>
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): September 24, 1999
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Colorado 0-21821 93-0962072
- -------------------------------- ----------- ------------------
State or Other Jurisdiction Commission IRS Employer
Of Incorporation or Organization File Number Identification No.
410 17th Street, Suite 400 Denver, Colorado 80202
------------------------------------------------------
Address of Principal Executive Offices and Zip Code
Registrant's telephone number, including area code (888) 313-8051
----------------
Item 2. Acquisition or Disposition of Assets.
(a) On August 23, 1999, Capitol Metals Co.
("Capitol"), a wholly-owned operating subsidiary of Consolidated Capital of
North America, Inc. (the "Company"), made a general assignment for the
benefit of its creditors to Maximum Asset Recovery Services, Inc.
("Maximum"), as assignee, pursuant to Section 493.010 ET. SEQ. of the
California Code of Civil Procedure. Maximum will liquidate Capitol's assets
and will distribute the proceeds thereof, after payment of Maximum's fees and
expenses and all other administrative claims, to Capitol's creditors in
accordance with applicable law.
-1-
<PAGE>
(b) Effective as of August 26, 1999, Angeles Metal Trim
Co. ("Angeles"), a wholly-owned operating subsidiary of the Company, made a
general assignment for the benefit of its creditors to C.F. Boham Company, Inc.
d/b/a The Hamer Group ("Hamer"), as assignee, pursuant to Section 493.0 10 ET.
SEQ. of the California Code of Civil Procedure. Hamer will liquidate Angeles'
assets and will distribute the proceeds thereof, after payment of Hamer's fees
and expenses and all other administrative claims, to Angeles' creditors in
accordance with applicable law.
Item 7. Financial Statements and Exhibits.
(c) EXHIBITS.
2.1 General Assignment, dated August 23, and
August 26, 1999 between Capitol and Maximum.
2.2 General Assignment, dated August 23, and
August 26, 1999, between Angeles and Hamer.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
By: /s/ Donald R. Jackson
--------------------------
Donald R. Jackson
Secretary / Treasurer
Date: September 24, 1999
-2-
<PAGE>
EXHIBIT 2.1
GENERAL ASSIGNMENT
THIS ASSIGNMENT, made this 23rd day of August, 1999, between Capitol
Metals, Co. of 20000 S. Western Avenue, Torrance, California hereinafter
referred to as ASSIGNOR, to Maximum Asset Recovery Services, Inc.
(M.A.R.S.I.) of Los Angeles, California, hereinafter referred as ASSIGNEE.
WITNESSETH: That whereas the said Assignor is indebted to diverse
persons, an is desirous of providing for the payment of same, so far as in
his power, by an assignment of all his property for that purpose.
Now, Therefore, the undersigned Capitol Metals, Co. as Assignor, for
a valuable consideration, receipt of which is hereby acknowledge, does hereby
make the following General Assignment for the benefit of Assignor's creditors
to Maximum Asset Recovery Services, Inc. (M.A.R.S.I.), as Assignee, of Los
Angeles, California, under the following terms and conditions:
1. Assignor does hereby grant, bargain, sell, and transfer to
Assignee, his successors and assigns, in trust, for the benefit of all the
Assignor's creditors generally, including all of the property and assets of
the Assignor of every kind and nature and whatsoever situated, whether in
possession, reversion, remainder, or expectancy, both real and personal, and
any interest or equity therein not exempt from the enforcement of a money
judgement; including therein all inventory, merchandise, furniture, fixtures,
machinery, equipment, raw materials, work in process, books, records,
accounts receivable, cash on hand, bank accounts, all choses in action,
insurance policies and all other property of every kind and nature owned by
the Assignor, or in which Assignor has an interest, and without limiting the
generality of the foregoing, including all of the assets pertaining to that
certain Metal slitting/ pickling line business, known as Capitol Metals, Co,
located at 20000 S. Western Avenue, Torrance, California
2. This Assignment constitute a grant deed to all real property
owned by Assignor, whether or not said real property is specifically described
herein. Certain of said real property is more specifically described in Exhibit
"A", attached hereto and made a part hereof by reference, as though set forth
verbatim (Exhibit "A" attached: Yes _____ No __X__).
3. Assignor agrees to deliver to Assignee all books of account
and records, to execute and deliver all additional necessary documents
immediately upon request by Assignee, and to endorse all indicia of ownership
where required by Assignee, in order to complete the transfer of all assets
to Assignee as intended by this Assignment, including, but not limited to,
all of Assignor's real and personal property and/or Assignor's interest
therein, including mortgages, deeds of trust, motor vehicles and patent
rights. Neither Assignor, nor its agents, shall execute any documents on
behalf of the Assignor without prior written approval of Assignee. Assignee
is hereby authorized to execute all endorsement and demands requiring
Assignor's signature, in the name of Assignor, including endorsements on
checks, bank accounts, deposit accounts, and stock certificates, payable to,
or standing in the name of the Assignor. Assignor further authorizes Assignee
to apply for any deposits, refunds (including specifically, among all others,
claims for refund of taxes paid) or claims wherever necessary, in the name of
Assignor, e.g. refunds of sales tax, insurance premiums, rental and utility
deposits. Assignee is authorized to direct all Assignor's United States mail
to be delivered to Assignee, and Assignee is expressly authorized and
directed to open and said mail as agent of Assignor, and to do any things or
act which the Assignee is his sole and arbitrary discretion deems necessary
or advisable to effectuate the purpose of this Assignment.
<PAGE>
4. In the event the Assignor is engaged in the sale of
alcoholic beverages, this Assignment does not include transfer of any
alcoholic beverages, but, the Assignor hereby appoints the Assignee as his
agent for the sole purpose of filing an application for a permit for the sale
of the alcoholic beverages in the said place of business and/or sale of said
alcoholic beverage license(s) (said Assignee being vested with absolute
discretion in regard thereto, and assuming no liability by reason thereof);
and Assignor hereby assigns to Assignee all of the proceeds of such sale for
the benefit of his creditors generally in accordance with the terms of this
Assignment.
5. Assignor and Assignee agree to the following:
(a) The instrument transfers legal title and possession to
Assignee of all of said hereinabove described assets. This Assignment
constitutes a transfer of only those assets, which can be transferred legally,
and does not constitute transfer of property which it is illegal to so transfer.
Assignee, in his own discretion, may determine whether to continue all or part
of the business operations, or to liquidate said assets. If Assignee deems it
advisable, he may operate the business
(b) Assignee, at his discretion, may sell and dispose of said
assets upon such terms and conditions as he may see fit, at public or private
sale, or otherwise. Assignee shall not be personally liable in any manner, and
Assignee's obligations shall be in a representative capacity only as an Assignee
for the general benefit of Assignor's creditors. Said Assignee shall administer
this estate to the best of his ability, but it is expressly understood that he,
his agents, servants, or employees, shall be liable only for reasonable care and
diligence in said administration, and he shall not be liable for any act or
thing done by him, his agents, servants, or employees in good faith in
connection herewith. Assignee is not liable for, or responsible for, any
obligations of any nature whatsoever incurred at any time by Assignor, whether
before or after the date of this Assignment.
(c) See addendum to General Assignment attached hereto.
(d) Assignee may compromise claims, complete or reject Assignor's
executory contracts, discharge at his option any liens on said assets, and any
indebtedness which, under law, is entitled to priority of payment. Assignee
shall have the power to borrow money, hypothecate and pledge the assets, and do
all matters and things that said Assignor could have done prior to this
Assignment. Any act or thing done by Assignee hereunder shall bind the
Assignment estate and the Assignee only in his capacity as Assignee for the
benefit of creditors. Assignee shall have the right to sue as the successor of
the Assignor or Assignee is hereby given the right and power to institute and
prosecute legal proceedings in the name of the Assignor, the same as if the
Assignor had himself instituted and prosecuted such proceedings or actions.
Assignee is hereby authorized and has the right to defend all actions instituted
against the Assignor and to appear on behalf of the Assignor in all proceedings
(legal or otherwise) in which Assignor is a party. Assignor does hereby appoint
Assignee as the Assignor's attorney-in-fact, with full power to act for and in
the place of the Assignor in such actions or proceedings of in any other
matters, including the right to verify, on behalf of Assignor, any and all
documents of any nature whatsoever, including all pleadings which are part of
any legal proceedings. Assignor does hereby grant to Assignee the right to act
for, and in the place of, the Assignor in any type of proceeding under the
United States Bankruptcy Code including the right to file and prosecute any
voluntary petition on behalf on the Assignor under Chapter 7, 11, or any other
section of the Bankruptcy Code, and the right to defend any petitions or actions
filed against the Assignor under the Bankruptcy Code.
(e) Assignor agrees (that provided any such may be operation by
law, be not assignable) to make any and all claims for refund of taxes or any
other money due or which may be due from any governmental agency for tax
refunds, or otherwise, and to forth with upon receipt of any such refund, pay
them over to Assignee, and hereby empower Assignee as attorney-in-fact of
Assignor to make all claims for refunds which may be made by an
attorney-in-fact.
(f) After paying all costs and expenses of administration and all
fees and all allowed priority claims, Assignee shall distribute to all unsecured
creditors pro-rata the remaining net proceeds of this Assignment estate said
payments to be made until all assets are exhausted or these creditors are paid,
or settled in full, thereafter the surplus of moneys and property, if any, to be
transferred and conveyed to Assignor. If any undistributed dividends to
creditors, or any reserve or other funds, shall remain unclaimed for a period of
one year after issuance of dividend checks by the Assignee, or after the closing
<PAGE>
of the case by the Assignee then the same shall become the property of
Assignee and used to supplement his fees for services rendered for
administering this Assignment.
(g) It is agreed and understood that this transaction is a
general assignment for the benefit of all the Assignor's creditors, and that
this is a "general assignment for benefit creditors," as set forth in, and
defined in, CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 493.010, and all
other laws of the State of California pertaining thereto. This general
assignment for benefit of creditors (1) does constitute an assignement to the
Assignee of all of the assets of the Assignor which are transferable and not
exempt from enforcement of a money judgement; and (2) is an assignment for
the benefit of all of the creditors of the Assignor, and (3) dose not create
a preference of one creditor or class of creditors over any other creditor or
class of creditors.
Accepted August 26 , 1999
--------------------------- --
Leon J. Owens, President
- ---------------------------------------- ---------------------------------
Maximum Asset Recovery Services, Inc.
Assignee for Benefit of Creditors By /s/ Richard Bailey
------------------------------
Richard Bailey, President
/s/ John A. Lapinski By /s/ Donald R. Jackson
- ---------------------------------------- ------------------------------
Attorney for Assignor (Assignor)
Donald R. Jackson, Secretary
<PAGE>
ADDENDUM TO GENERAL ASSIGNEMNT
This Addendum to General Assignment ("Addendum") is entered by and
between Maximum Asset Recovery Services, Inc, as Assignee for Benefit of
Creditors ("Assignee") and Capitol Metals, Co., as Assignor ("Assignor").
Pursuant to this Addendum Assignee and Assignor the following language shall
replace and supersede the language set forth in paragraph 5(c) of the General
Assignment.
5. Assignor and Assignee agree to the following:
(c) From the proceeds of sales, collections, operations or
other sources, Assignee shall pay itself and retain as Assignee all of his
charges and expenses, together with his own reasonable remuneration and fee as
follows:
(i) Five (5%) of the gross proceeds of any
auction or private sale.
(ii) Actual charges and expenses incurred and an
amount equal to twenty-five percent of sums
realized from debtor's accounts receivable.
To the extent the accounts receivable are
subject to a valid security interest,
Assignee's collection of the accounts
receivable and Assignee's compensation for
collection of the accounts receivable may be
subject to agreement with and approval by
the secured creditor.
In addition, Assignee may also pay from said proceeds
remuneration to its agents and the reasonable fees of his attorney, and may pay
a reasonable fee to Assignor's attorney. Assignee may also pay from said
proceeds the costs and expenses incurred by any creditor who may have levied an
attachment or other lien on any assets of the Assignor. REASONABLE AND CUSTOMARY
ADMINISTRATIVE EXPENSES SHALL ALSO BE PAID OUT OF PROCEEDS. All of the
aforementioned amounts are to be determined at Assignee's sole but reasonable
discretion and judgment.
<PAGE>
CONSENT OF DIRECTORS TO HOLD MEETING
Torrance California
----------------------------
August 23 , 1999
------------------------------- --
We, the undersigned, being all of the direction of the Capitol Metals
Co. a corporation, organized under the laws of the State of California,
assembled this day at 20000 S. Western Avenue, Torrance, CA 90501-1305 hereby
CONSENT that a meeting of said directors be held at this time and place for the
transaction of such business as may come before the meeting, and waiving any
notice of said meeting.
Richard Bailey, President, COO L. Wayne Harber
- ----------------------------------------- -----------------------
Paul Bagley, Chairman of the Board/CEO John McKey
- ----------------------------------------- -----------------------
Carl Casareto Donald R. Jackson
- ----------------------------------------- -----------------------
MINUTES OF DIRECTORS MEETING
Torrance California August 23 1999
- ------------------------------------- ------------ --
At a meeting of the directors of the Capitol Metals Co., a
corporation, held at 20000 S. Western Avenue, Torrance, California
The following directors were present or participated telephonically
Richard Bailey, President, COO L. Wayne Harber
- ----------------------------------------- -----------------------
Paul Bagley, Chairman of the Board/CEO John McKey
- ----------------------------------------- -----------------------
Carl Casareto
- ----------------------------------------- -----------------------
It was announced that the purpose of the meeting was to consider the
financial condition of the company and the advisability of making a general
assignment for the benefit of creditors.
On motion by Paul Bagley seconded by Richard Bailey the following
resolution was adopted, to-wit:
BE IT RESOLVED:
That the president and the Secretary of this Corporation be, and
they are hereby authorized and directed by the directors of this company, in
meeting, assembled, to make a general assignment for benefit of creditors of
the corporation to Maximum Asset Recovery Services, Inc. of Los Angeles,
California and that the President and Secretary be, and they are, hereby
authorized and directed to execute said assignment containing such provisions
as my be agreed upon between them and said Maximum Asset Recovery Services,
Inc. (Assignee) and they be also authorized and directed to execute and
deliver to said Maximum Asset Recovery Services, Inc. (Assignee) such other
deeds, assignments, agreements and documents as my be necessary to carry this
resolution into effect.
There being no further business to come before the directors, the
meeting adjourned subject to the call of the President or Vice President.
/s/ Donald R. Jackson
--------------------------
Secretary Donald R. Jackson
I Donald Jackson Secretary of the Capitol Metals, Co. a corporation, do
hereby certify that the forgoing is a true and correct copy of the minutes of
he meeting of directors held in Torrance, California at the place and hour
stated, and that the resolution contained in said minutes was adopted by the
directors of said meeting, and the same has been modified of rescinded.
Dated August 1999 /s/ Donald R. Jackson
-------------------- -- -------------------------
Secretary Donald Jackson
CONSENT TO ASSIGNMENT BY STOCKHOLDERS
We, the undersigned being Chairman of the Board and CEO and COO of
Consolidated Capital of North America a corporation do hereby give our consent
to therewithin assignment and transfer of the property of said corporation.
NAME SHARES HELD
Consolidated Capital of North America 100%
----------------------
By: /s/ Paul Bagley By /s/ Richard Bailey
---------------------- ----------------------
Paul Bagley Richard Bailey, COO
------------------------- ----------------------
Chairman of the Board/CEO
------------------------- ----------------------
<PAGE>
EXHIBIT 2.2
GENERAL ASSIGNMENT
THIS ASSIGNMENT, made this 23 day of August, 1999, between Angeles
Metal Trim Co. dba: Angeles Metal Systems of 20000 S. Western Avenue, Torrance,
CA 90501-1305 hereinafter referred to as ASSIGNOR, to The C.F. Boham Company,
Inc., dba: The Hamer Group of Los Angeles, California, hereinafter referred as
ASSIGNEE.
WITNESSETH: That whereas the said Assignor is indebted to diverse
persons, and is desirous of providing for the payment of same, so far as in his
power, by an assignment of all his property for that purpose.
NOW, THEREFORE, the undersigned Angeles Metal Trim Co. dba: Angeles
Metal Systems, 20000 S. Western Ave. Torrance, CA 90501-1305,.as Assignor, for a
valuable consideration, receipt of which is hereby acknowledged, does hereby
make the following General Assignment for the benefit of Assignor's creditors to
The Hamer Group, as Assignee, of Los Angeles, California, under the following
terms and conditions:
1. Assignor does hereby grant, bargain, sell, assign, and
transfer to Assignee, its successors and assigns, in trust, for the ultimate
benefit of Assignor's creditors generally, all of the property and assets of
the Assignor of every kind and nature and whatsoever situated, whether in
possession, reversion, remainder, or expectancy, both real and personal, and
any interest or equity therein not exempt from execution; included therein
are all merchandise, furniture, fixtures, machinery, equipment, raw
materials, merchandise in process, book accounts, books, accounts receivable,
cash on hand, all chose in action (personal or otherwise), insurance
policies, and all other property of every kind and nature owned by the
Assignor, and without limiting the generality of the foregoing, including all
of the assets pertaining to that certain Metal Fabrication business known as
Angeles Metal Trim Co. dba: Angeles Metal Systems located at 20000 S. Western
Avenue, City of Torrance, County of Los Angeles, State of California.
2. This Assignment constitutes a grant deed to all real
property owned by Assignor, whether or not said real property is specifically
described herein. Certain of said real property is more specifically
described in Exhibit "A", attached hereto and made a part hereof by
reference, as though set forth verbatim. (Exhibit "A" attached: Yes _____
No __XX__ ).
3. Assignor agrees to deliver to Assignee all books of account
and records, to execute and deliver all additional necessary documents
immediately upon request by Assignee, and to endorse all indicias of
ownership where required by Assignee, in order to complete the transfer of
all assets to Assignee as intended by this Assignment, including, but not
limited to, all of Assignor's real and personal property and/or Assignor's
interest therein, including mortgages, deeds of trust, motor vehicles and
patent rights. Assignee is hereby authorized to execute all endorsements and
demands requiring Assignor's signature, in the name of Assignor. Assignor
further authorizes Assignee to apply for any deposits, refunds (including
specifically, among all others, claims for refund of taxes paid) or claims
wherever necessary, in the name of Assignor. Assignee is authorized to direct
all Assignor's United States mail to be delivered to Assignee, and Assignee
is expressly authorized and directed to open said mail as agent of Assignor;
and to do any thing or act which the Assignee is its sole and arbitrary
discretion deems necessary or advisable to effectuate the purpose of this
assignment.
4. In the event the Assignor is engaged in the sale of
alcoholic beverages, this assignment does not include transfer of any
alcoholic beverages, but, the Assignor hereby appoints the Assignee as its
agent for the sole purpose of filing an application for a permit for the sale
of the alcoholic beverages in the said place of business and/or sale of said
alcoholic beverage licenses (said Assignee being vested with absolute
discretion in regard thereto, and assuming no liability by reason thereof);
and Assignor hereby assigns to Assignee all of the proceeds of such sale for
the benefit of its creditors generally in accordance with the terms of this
assignment.
<PAGE>
5. Assignor and Assignee agree to the following:
(a) This instrument transfers legal title and
possession to Assignee of all of said hereinabove described assets, and
Assignee, in its own discretion, may determine whether to continue all, or part,
of the business operations, or to liquidate said assets; if Assignee deems it
advisable he may operate the business.
(b) Assignee, at its discretion, may sell and
dispose of said assets upon such terms and conditions as it may see fit, at
public or private sale, provided, however, that Assignee shall use its best
efforts to maximize the proceeds from the sale and disposition of said assets;
Assignee shall not be personally liable in any manner, and Assignee's
obligations shall be in a representative capacity only, as an Assignee for the
general benefit of Assignor's creditors. Said Assignee shall administer this
estate to the best of its ability but it is expressly understood that the
assignee, the assignee's agents, servants, or employees, shall be liable only
for reasonable care and diligence in said administration, and it shall not be
liable for any act or thing done by the assignee, its agents, servants, or
employees in good faith in connection herewith.
(c) From the proceeds of sale, collections,
operations or other sources, Assignee shall pay itself and retain as Assignee
all of his charges and expenses, together with his own reasonable remuneration
and fee.
i) In the event that a private sale is held, the Assignee fees shall be
fixed at $75,000.
ii) In the event of an auction sale, the Assignee fee will be calculated
based on 7% of the gross proceeds arising out of the auction sale.
In addition, Assignee may also pay from said proceeds remuneration to its agents
and the REASONABLE FEES OF HIS ATTORNEY, and may pay a reasonable fee to
Assignor's attorney. Assignee may also pay from said proceeds the costs and
expenses incurred by any creditor who may have levied an attachment or other
lien on any assets of the Assignor. REASONABLE AND CUSTOMARY ADMINISTRATIVE
EXPENSES SHALL ALSO BE PAID OUT OF PROCEEDS. All of the aforementioned amounts
are to be determined at Assignee's sole but reasonable discretion and judgement.
(d) Assignee may compromise claims, complete or
reject Assignor's executory contracts, discharge at its option any liens on said
assets and any indebtedness which, under law, is entitled to priority of
payment; Assignee shall have the power to borrow money, hypothecate and pledge
the assets, and do all matters and things that said Assignor could have done
prior to this Assignment. Any act or thing done by Assignee hereunder shall bind
the assignment estate and the Assignee only in its capacity as Assignee for the
benefit of creditors. Assignee shall have the right to sue as the successor of
the Assignor, or Assignee is hereby given the right and power to institute and
prosecute legal proceedings in the name of the Assignor, the same as if the
Assignor had itself instituted and prosecuted such proceedings or actions;
Assignee is hereby authorized and has the right to defend all actions instituted
against the Assignor, and to appear on behalf of the Assignor in all proceedings
(legal or otherwise) in which Assignor is a party. Assignor does hereby appoint
Assignee as the Assignor's attorney-in-fact with full power to act for and in
the place of the Assignor in such actions or proceedings or in any other
matters, including the right to verify all pleadings or other documents on
behalf of the Assignor.
(e) Assignor agrees (that provided any such
claim may, by operation of law, be not assignable), to make any and all claims
for refund of taxes which may be due from the Director of Internal Revenue for
tax refunds, or otherwise, and to forthwith upon receipt of any such refunds pay
them over to Assignee, and hereby empowers Assignee, as attorney-in-fact of
Assignor, to make all claims for refunds which may be made by an
attorney-in-fact.
(f) After paying all costs and expenses of
administration and all fees and all allowed priority claims, Assignee shall
distribute to all unsecured creditors, pro-rata, the remaining net proceeds of
this assignment estate; and said payments to be made until all assets are
exhausted, or these creditors are paid, or settled, in full; thereafter, the
surplus of monies and property, if any, to be
<PAGE>
transferred and conveyed to Assignor. If any undistributed dividends to
creditors or any reserve or other funds not to exceed $3,500.00 in the
aggregate, shall remain unclaimed for a period of one year after issuance of
dividend checks by the Assignee, then the same shall become the property of
Assignee and used to supplement its fees for services rendered for
administering this Assignment.
(g) It is agreed and understood that this
transaction is a common law assignment for the benefit of Assignor's creditors.
(h) The Assignor understands that pursuant to
California Code of Civil Procedure Section 1802 (c) the Assignor shall provide
the Assignee at the time of making of the assignment a list of creditors,
equityholders, and any other parties in interest, which shall include the names,
addresses, cities, states, and ZIP Codes for each person together with an amount
of the person's anticipated claim in the assignment proceedings. The Schedule
(Exhibit A) is to be signed under penalty of perjury by the Assignor's
representative.
(i) The Assignor will provide a list of all
accounts receivable along with complete name, address, Zip Codes and full amount
owed along with all pertinent copies of invoices, shipping records and proof of
delivery. The schedule (Exhibit B) is to be signed under penalty of perjury by
the Assignor's representative.
Accepted this 26 day, August, 1999
-- ------ --
ANGELES METAL TRIM CO. DBA:
ANGELES METAL SYSTEMS
/s/ Frederick Hamer
- ----------------------------------
The Hamer Group, Assignee.
By /s/ Richard Bailey
---------------------------
Richard Bailey, President
CLARK & TREVITHICK
By /s/ John A. Lapinski
---------------------------
John A. Lapinski
Attorney for Assignor
<PAGE>
CONSENT OF DIRECTORS TO HOLD MEETING
Torrance California
--------------------
August 23 , 1999
------------------------ --
We, the undersigned, being all of the directors of the Angeles Metal
Trim Co. dba: Angeles Metal Systems, a corporation, organized under the laws of
the State of California, assembled this day at 20000 S. Western Avenue,
Torrance, CA 90501-1305 do hereby consent that a meeting of said directors be
held at this time and place for the transaction of such business as may come
before the meeting, and waive any notice of said meeting.
Richard Bailey, President, COO L. Wayne Harber
- --------------------------------------------- ---------------
Paul Bagley, Chairman of the Board/CEO John McKey
- --------------------------------------------- ---------------
Carl Casareto
- --------------------------------------------- ---------------
MINUTES OF DIRECTORS MEETING
Torrance , California August 23, 1999
- ----------------------------------------- ---------- --
At a meeting of the directors of the Angeles Metal Trim Co. dba Angeles
Metal Systems, a corporation, held at 20000 S. Western Avenue, Torrance, CA
90501-1305 or participated telephonically
The following directors were present:
Richard Bailey, President, COO L. Wayne Harber
- --------------------------------------------- ---------------
Paul Bagley, Chairman of the Board/CEO John McKey
- --------------------------------------------- ---------------
Carl Casareto
- --------------------------------------------- ---------------
It was announced that the purpose of the meeting was to consider the
financial condition of the company and the advisability of making a general
assignment for the benefit of creditors.
On motion by Paul Bagley, seconded by Richard Bailey the following
resolution was adopted, to-wit:
BE IT RESOLVED:
That the president and the Secretary of this Corporation be, and
they are hereby authorized and directed by the directors of this company, in
meeting assembled, to make, a general assignment for benefit of creditors of
the corporation Angeles Metal Trim Co. dba: Angeles Metal Systems of Torrance,
California, and that the President and Secretary by, and they are, hereby
authorized and directed to execute said assignment containing such provisions
as may be agreed upon between them and said The C.F. Boham Company, Inc. dba;
The Hamer Group. (Assignee) and they also authorized and directed to execute
and deliver to The C.F. Boham Company, Inc. dba: The Hamer Group (Assignee)
such other deeds, assignments, agreements and documents as my be necessary to
carry this resolution into effect.
There being no further business to come before the directors, the
meeting adjourned subject to the call of the President or Vice President.
I Richard Bailey President of the Angeles Metal Trim Co. dba: Angeles Metal
Systems, a corporation, do hereby certify that the forgoing is a true and
correct copy of the minutes of he meeting of directors hold in Torrance,
California, at a place and hour stated, and that the resolution contained in
said minutes and adopted by the directors of said meeting, and the same has
not been modified of rescinded.
Dated August 23 1999
-------------------------- --
/s/ Richard Bailey
--------------------------------------
Richard Bailey
President
Angeles Metal Trim Co. dba: Angeles Metal Systems
<PAGE>
CONSENT TO ASSIGNMENT BY STOCKHOLDERS
The undersigned Corporation being owner and holder of 100% shares of
stock being more than 51% of the subscribed and issued stock of Angeles Metal
Trim Co. dba: Angeles Metal Systems a corporation, do hereby give its consent
to the within assignment and transfer of the property of said corporation.
<TABLE>
<CAPTION>
NAME SHARES HELD
<S> <C>
CONSOLIDATED CAPITAL 100%
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</TABLE>
Signed by Authorized Officer of
Consolidated Capital
By: /s/ Richard Bailey
---------------------------
Richard Bailey, President
<PAGE>
EXHIBIT A
Under California Code of Civil Procedure Section 1802(c) and penalty of perjury,
the attached schedule of accounts payable and employee wage claims represents
the complete list of creditors, equity holders and any other parties in interest
(including but not limited to pending lawsuits and prospective claims arising
out of such lawsuits) and includes names, address, cities, states, and Zip codes
for each person together with the amount of that person's claim in the General
Assignment proceedings.
BY: /s/ Richard Bailey
---------------------------
Richard Bailey, President
DATE: August 23, 1999
-------------------------
<PAGE>
EXHIBIT B
Under penalty of perjury, the attached schedule of accounts receivable
represents to the best of my knowledge and belief, the complete list of debtors,
and includes names, address, cities, states, and Zip codes for each person
together with the amount of that person's debt in the General Assignment
proceedings.
BY: /s/ Richard Bailey
---------------------------
Richard Bailey, President
DATE: August 23, 1999
-------------------------
