UNITED STATES
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: December 1, 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) File Number) Identification No.)
410 17th Street, Suite 400, Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (888) 313-8051
None
(Former name or former address, if changes since last report)
<PAGE>
Item 5. Other Events. Press Release Announcing Exchange Offer of Common Stock
for Debt and Acquisition Strategy.
Item 7. Financial Statements and Exhibits:
(c) Exhibits
Exhibit 99.1 - Press Release, dated December 1, 1999, announcing that
the Company was offering to exchange common stock for its outstanding debt in
order to pursue an acquisition strategy.
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.
Date: December 1, 1999 By: /s/ Donald R. Jackson
Donald R. Jackson
Treasurer
Exhibit 99.1 - Press Release
For Immediate Release
Consolidated Capital of North America, Inc. Announces Exchange Offer
of Common Stock for Debt and Acquisition Strategy.
Denver, Colorado, December 1, 1999. Consolidated Capital of North America,
Inc. (OTCBB: CDNO) announced today that its Board of Directors has authorized a
private offer to its creditors to exchange its outstanding parent-company debt,
preferred stock and other payables of up to $15 million for shares of its common
stock at an exchange price of two cents ($.02) per share. These shares will bear
restrictive legends pursuant to Rule 144, which in most cases requires a one
year holding period before the shares will be freely transferable pursuant to
such Rule.
In light of the fact that the Company's three operating subsidiaries are
in liquidation and the Company had ceased operations earlier this year, the
Company believes that the most likely prospect for the Company's financial
revival at this time is to negotiate the acquisition of the Company by, or other
combination of the Company with, a private business that desires to become
publicly traded in the U.S. securities markets. However, this strategy will only
succeed if the Company is free of any significant contingent liabilities such as
litigation, claims or material creditors that have not reached agreement with
the Company to exchange their debt obligations for equity in the Company.
Management of the Company has developed such an opportunity with a newly
organized United Kingdom based internet/telecommunications company, to be called
"European e Commerce" Limited ("EEC"). The Company's Board of Directors has
authorized the execution of a preliminary, non-binding letter of intent relating
to such transaction. However, there is no certainty at this time that this
acquisition will be successfully completed. The consummation of the proposed
acquisition will be subject to several material conditions precedent, which will
have to occur to the satisfaction of EEC. These include, but are not limited to,
the negotiation of a definitive acquisition agreement, the Company being free of
all material debts, a due diligence investigation by EEC with no material issues
discovered, the raising of in excess of $10 million in new investment capital by
the Company, and the obtaining of necessary waivers and consents from third
parties, including the Company's shareholders. It is anticipated that a meeting
of shareholders will be required to approve certain aspects of the proposed
transaction if a definitive acquisition agreement is negotiated between the
parties. Further, it is anticipated that an affiliate of management of the
Company will be compensated by EEC or the Company if the transaction is
successfully completed.
Statements made in this press release may constitute forward-looking
statements and are subject to numerous risks and uncertainties, including the
failure to successfully complete the exchange offer or the acquisition, the
Company's future capital needs, the Company's ability to prevail in litigation,
the Company's ability to obtain additional funding and required regulatory
approval, the development of competitive businesses by other companies, and
other risks detailed from time to time in the Company's filings with the
Securities and Exchange Commission. Therefore, the actual results of the
Company's efforts may differ materially from those described in this press
release.
Contact: Richard Bailey President (310) 265-4404
