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: April 24, 2000
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)
Item 4. Change in Registrant's Certifying Accountant. On April 24, 2000, the
Registrant retained the accounting firm of Stark Tinter & Associates, LLC
to audit the Registrant's 1999 financial statements.
Item 5. Other Events. Press Release Announcing Extension of Exchange Offer to
Debtholders and other Corporate Matters.
Exhibits
Exhibit 99.1 - Press Release, dated April 26, 2000.
SIGNATURES
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: April 26, 2000 By: /s/ Donald R. Jackson
--------------------------
Donald R. Jackson
Treasurer
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Exhibit 99.1 - Press Release
For Immediate Release
Consolidated Capital of North America, Inc. Announces Extension
and Renewal of Debt for Equity Exchange Offer and
Retention of Accounting Firm to Audit 1999 Financial Statements
Denver, Colorado, April 26, 2000. Consolidated Capital of North America, Inc.
(OTCBB: CDNOE) announced today that its Board of Directors has authorized
management to renew and extend indefinitely its previously announced private
offer to its creditors to exchange its outstanding parent-company debt,
preferred stock and other payables for shares of its common stock at an exchange
price of four cents ($.04) per share. The Company had announced the exchange
offer for up to approximately $15 million of debt and other claims on December
1, 1999, at an exchange price of two cents ($.02) per share, however, creditors
holding a substantial amount of parent-company debt had not yet responded to the
offer at its extended expiration date of March 31, 2000. Shareholders affiliated
with the Company holding approximately $5.8 million of Company debt, preferred
stock and other payables have accepted the exchange offer at such exchange
price. By April 26, 2000, non-affiliated creditors holding debt and other claims
of approximately $2.7 million, in the aggregate, had also agreed to exchange
their debts and other claims for Company common stock. In the aggregate, these
acceptances require the issuance of approximately 333 million shares of Company
common stock. As of the date hereof, 73,430,590 of such shares have been issued
or committed for issuance, while for the remainder, the agreement to exchange
will be subject to shareholder approval of an increase in the number of
authorized shares of Company common stock. Currently, the Company has issued and
outstanding 190,711,825 shares of its 200,000,000 shares of authorized common
stock.
As announced in December, in light of the fact that the Company's three
operating subsidiaries have been liquidated to pay creditors and the Company had
ceased operations in 1999, 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.
In that connection, the Company has been informed by an unaffiliated party that
it has offered to purchase the outstanding debt and other claims of certain
substantial creditors of the Company, who did not respond to the earlier offer
of the Company. Further, such party has informed the Company that if it is
successful in its sole determination, it may make an offer for a combination
with the Company as described above. The Company has no direct knowledge of the
financial resources of such party, the success of its efforts, or the amount of
debt or other claims it intends to purchase. However, such party has agreed to
purchase certain Company debt held by an affiliate of the Company, if such funds
are used to retain a firm designated by such party to audit the Company's 1999
financial statements. If such audit is completed, the Company would be in a
position to file its delinquent 1999 Form 10-KSB and any other delinquent
filings with Securities and Exchange Commission.
<PAGE>
In addition, the Company's Board of Directors has set June 5, 2000 as the date
for a Special Meeting of its shareholders to vote on a proposal by the Company
to increase the Company's number of authorized shares of common stock from the
current number of 200,000,000 to 850,000,000. The Board set the record date as
May 5, 2000. If approved by the shareholders, the increased number of authorized
shares would be used to continue to pursue the debt for equity exchange
announced above, and to pursue financing opportunities that may appear in the
future.
Statements made in this press release may constitute forward-looking statements
and are subject to numerous risks and uncertainties relating to the Company's
lack of assets, operations and working capital and the Company's lack of
knowledge about the financial resources of an unaffiliated party described
above. Therefore, the actual results of actions described above may differ
materially from those anticipated in this press release.
Contact:
Richard D. Bailey
President
310-265-4404
cdno238
