SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a- I I (c) or ss.240.14a- 12
Consolidated Capital of North America, Inc.
-------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0- 11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0- 11 (Set forth in the amount on which
the filing fee is calculated and state how it was determined)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0- 11 (a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
410 17th Street, Suite 400
Denver, Colorado 80202
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on June 5, 2000
To the Shareholders of Consolidated Capital of North America, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting (the "Special Meeting") of
Shareholders of Consolidated Capital of North America, Inc., a Colorado
corporation (the "Company"), will be held at 4:00 p.m. local time, on June
5, 2000, at 410 17th Street, Suite 400, Denver Colorado, for the following
purposes:
(1) To approve the proposal of the Board of Directors to amend the Articles of
Incorporation of the Company to increase the number of the authorized
shares of the Company's common stock from 200,000,000 to 850,000,000; and
(2) To transact such other business as may properly come before the Special
Meeting and any adjournments thereof.
In accordance with the provisions of the Company's By-laws, the Board of
Directors has fixed the close of business on May 5, 2000 as the date for
determining the shareholders of record entitled to receive notice of, and
to vote at, the Special Meeting and any adjournments thereof. A list of
stockholders entitled to vote at the Special Meeting will be available for
inspection at the offices of the Company and at the Special Meeting.
SHAREHOLDERS ARE URGED TO FILL IN, DATE, SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING PREPAID ENVELOPE.
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of the Company. All shareholders are cordially invited to attend the
Special Meeting in person. Whether you plan to attend or not, please date,
sign and return the accompanying proxy in the enclosed return envelope, to
which no postage need be affixed if mailed in the United States. The giving
of a proxy will not affect your right to vote in person if you attend the
Special Meeting.
May , 2000 By Order of the Board of Directors,
--- Donald R. Jackson, Secretary
cdno237
<PAGE>
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
410 17th Street, Suite 400
Denver, Colorado 80202
(888) 313-8051
PROXY STATEMENT
Special Meeting of Shareholders
To Be Held on June 5, 2000
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Consolidated Capital of North
America, Inc. (the "Company") for use at the Company's Special Meeting of
Shareholders to be held at 4:00 p.m. local time, on June 5, 2000, at 410 17th
Street, Suite 400, and at any adjournment thereof (the "Special Meeting").
All shares represented at the Special Meeting by proxies will be voted
provided that such proxies are properly signed and dated. In cases where a
choice is indicated, the shares represented will be voted in accordance with the
specifications so made. In cases where no specifications are made, the shares
represented will be voted FOR the proposed amendment to the Articles of
Incorporation, and at the discretion of the proxy holders on any other matter
that may properly come before the meeting or any adjournment thereof.
Any shareholder executing and returning a proxy has the power to revoke
such proxy at any time prior to the voting thereof by: (a) written notice to the
Secretary of the Company at the Company's headquarters delivered prior to the
commencement of the Special Meeting, (b) providing a signed proxy bearing a
later date, or (c) appearing in person and voting at the Special Meeting.
The Company will pay all of the costs of preparing, assembling and
mailing the form of proxy, Proxy Statement and other materials which may be sent
to the shareholders in connection with this solicitation, as well as any costs
of soliciting proxies in the accompanying form. Solicitation will be made
through the mail, in person, and by telecommunications, by regularly employed
officers and other employees of the Company, who will receive no additional
compensation for such. The Company expects to request brokers and nominees who
hold stock in their names to furnish this proxy material to their customers and
to solicit proxies from them. The Company will reimburse such brokers and
nominees for their out-of-pocket and reasonable clerical expenses in connection
therewith. The Company may retain the services of a professional proxy
solicitation firm, in which case the Company will pay such firm its standard
fees for such services and reimburse such firm for its out-of-pocket expenses.
QUORUM AND VOTING RIGHTS
Voting rights at the Special Meeting of Shareholders are vested in the
holders of the Company's shares of common stock, par value $.0001 per share (the
"Common Stock"), with each share entitled to one vote. Only holders of record of
shares of Common Stock at the close of business on May 5, 2000 are entitled to
vote at the Special Meeting. On May 5, 2000, the Company had issued and
outstanding _________ shares of Common Stock. The holders of a majority of the
outstanding shares of Common Stock shall constitute a quorum, which is necessary
for the transaction of business at the Special Meeting. If a quorum is present,
the amendment to the Articles of Incorporation will be approved if the amendment
receives the affirmative vote of the holders of a majority of the outstanding
shares of Common Stock. Where brokers have not received any instructions from
their clients on how to vote on a particular proposal, brokers are permitted to
vote on routine proposals but not on nonroutine matters. The absence of votes on
nonroutine matters are "broker nonvotes." Abstentions and broker nonvotes will
be counted as present for purposes of establishing a quorum, but will have the
effect of a "no" vote on the proposal to amend the Company's Articles of
Incorporation.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Set forth in the table below is information concerning the beneficial
ownership, as of the close of business on April 24, 2000, of the Company's
Common Stock by (i) each person who was known by the Company to be a beneficial
owner of more than 5% of the shares of Common Stock; (ii) by all directors;
(iii) by each of the executive officers, and (iv) by all directors and executive
officers of the Company as a group. "Beneficial ownership" is defined to include
any shares of Common Stock that could be issued within sixty days as a result of
the exercise or conversion of any warrant, option, convertible securities or
other rights.
<TABLE>
<CAPTION>
Percent of
Name Number of Shares Voting Securities
- -------------------------------------------- ---------------- -----------------
<S> <C> <C>
Stone Pine Colorado, LLC(1) 26,390,617(2) 12.52%
Stone Pine Capital, LLC(1) 26,423,950(3) 12.53%
Stone Pine Atlantic Equities, LLC(1) 26,390,617(4) 12.52%
Stone Pine Financial Group, LLC(1) 22,934,166(5) 10.74%
ERB Acquisition Group, L.L.C.(1) 24,491,000(6) 11.39%
Thompson H. Rogers(7) 73,930,140(8) 28.64%
Stone Pine Venture Lending, LLC(1) 27,260,659(9) 13.93%
Security Income Trust L.P.(1) 78,271,650(12) 29.32%
Paul Bagley(1)(13)(14) 294,036,009(15) 64.99%
Richard D. Bailey(16)(13)(14) 3,333,333(17) 1.75%
Donald R. Jackson(1)(13)(14) 40,679,499(18) 19.46%
L. Wayne Harber(19)(13) 0 --
John D. McKey, Jr.(20)(13) 0 --
John P. Takacs(1) 40,647,859(21) 19.44%
Capital Fund Leasing, LLC(22) 37,701,286(23) 19.56%
U.S. Steel Group of USX Corporation(24) 13,556,617(25) 6.80%
All Directors and Executive Officers
as a group (5 persons) 297,400,982(26) 65.73%
- ----------------------------
</TABLE>
(1) The address for each person is 410 17th Street, Suite 400, Denver, Colorado
80202.
(2) Stone Pine Colorado, LLC ("SP Colorado") directly owns 6,231,867 shares of
the Company's outstanding Common Stock and 317,500 shares of the Company's
Class B Preferred Stock. The original terms of the Class B Preferred Stock
provide that the Class B Preferred Stock is convertible into Common Stock
on a share-for-share basis. However, the Company offered to exchange shares
of Common Stock for all of the Company's outstanding debt and preferred
stock. Pursuant to the terms of the offer, SP Colorado agreed to convert
the 317,500 shares of Class B Preferred Stock, along with the accrued but
unpaid dividends, into 20,158,750 shares of Common Stock. (The 6,231,867
shares of outstanding Common Stock directly owned by SP Colorado and the
20,158,750 shares of Common Stock that are issuable from the conversion of
the Class B Preferred Stock are collectively referred to as the "SP
Colorado Shares".) The following persons are members of SP Colorado and
each own an equal voting interest in SP Colorado: Stone Pine Capital, LLC
("SP Capital"), Stone Pine Atlantic Equities, LLC ("SP Atlantic Equities")
and Thompson H. Rogers. Paul Bagley is the designated voting person for
both SP Capital and SP Equities. SP Colorado, SP Capital, SP Atlantic
Equities, Paul Bagley and Thompson H. Rogers are referred to herein as the
"SP Colorado Reporting Persons". Each SP Colorado Reporting Person may be
deemed a member of a group that shares voting and dispositive power over
the SP Colorado Shares and accordingly may be deemed to beneficially own
the SP Colorado Shares.
<PAGE>
(3) This amount includes 33,333 shares of the Company's outstanding Common
Stock directly owned by SP Capital (the "SP Capital Shares") and the SP
Colorado Shares (see (2)).
(4) This amount represents the SP Colorado Shares (see (2)).
(5) Stone Pine Financial Group, LLC ("SP Financial") directly owns 76,666
shares of the Company's outstanding Common Stock and 360,000 shares of the
Company's Class A Preferred Stock. The original terms of the Class A
Preferred Stock provide that the Class A Preferred Stock is convertible
into Common Stock on a share-for-share basis. However, the Company offered
to exchange shares of Common Stock for all of the Company's outstanding
debt and preferred stock. Pursuant to the terms of the offer, SP Financial
agreed to convert the 360,000 shares of Class A Preferred Stock, along with
the accrued but unpaid dividends, into 22,857,500 shares of Common Stock.
(The 76,666 shares of outstanding Common Stock directly owned by SP
Financial and the 22,857,500 shares of Common Stock that are issuable from
the conversion of the Class A Preferred Stock are collectively referred to
as the "SP Financial Shares".) Messrs. Bagley and Rogers, as members of SP
Financial, share voting and dispositive power over the SP Financial Shares
and accordingly may each be deemed to beneficially own the SP Financial
Shares.
(6) ERB Acquisition Group, L.L.C. ("ERB") directly owns 110,000 shares of the
Company's outstanding Common Stock and 384,000 of the Company's Class A
Preferred Stock. The original terms of the Class A Preferred Stock provide
that the Class A Preferred Stock is convertible into Common Stock on a
share-for-share basis. However, the Company offered to exchange shares of
Common Stock for all of the Company's outstanding debt and preferred stock.
Pursuant to the terms of the offer, ERB agreed to convert the 384,000
shares of Class A Preferred Stock, along with the accrued but unpaid
dividends, into 24,381,000 shares of Common Stock. (The 110,000 shares of
outstanding Common Stock directly owned by ERB and the 24,381,000 shares of
Common Stock that are issuable from the conversion of the Class A Preferred
Stock are collectively referred to as the "ERB Shares".) Messrs. Bagley and
Rogers, as members of ERB, share voting and dispositive power over the ERB
Shares and accordingly may each be deemed to beneficially own the ERB
Shares.
(7) The address for Mr. Rogers is 1625 Farnam Street, Suite 700, Omaha,
Nebraska 68102.
(8) This amount includes (i) 81,024 shares of the Company's outstanding Common
Stock directly owned by Mr. Rogers, (ii) the SP Colorado Shares (see (2)),
(iii) the SP Capital Shares (see (3)), (iv) the SP Financial Shares (see
(5)), and (v) the ERB Shares (see (6)).
(9) Stone Pine Venture Lending, LLC ("SP Venture Lending") directly owns
22,296,159 shares of the Company's outstanding Common Stock, a $75,000
Convertible Note issued by the Company and Warrants to acquire 325,000
shares of Common Stock at an exercise price of $0.20 per share. The
original terms of the Note provide that the Note is convertible into Common
Stock at a rate of $0.20 per share. However, the Company offered to
exchange shares of Common Stock for all of the Company's outstanding debt
and preferred stock. Pursuant to the terms of the offer, SP Venture Lending
agreed to convert the Note, along with the accrued but unpaid interest,
into 4,639,500 shares of Common Stock. (The 22,296,159 shares of
outstanding Common Stock directly owned by SP Venture Lending, the
4,639,500 shares of Common Stock that are issuable from the conversion of
the Note and the 325,000 shares of Common Stock that would be received if
the Warrants were exercised are collectively referred to as the "SP Venture
Lending Shares".) Paul Bagley, John P. Takacs and Donald R. Jackson, as
members of SP Venture Lending, share voting and dispositive power over the
SP Venture Lending Shares and accordingly may each be deemed to
beneficially own the SP Venture Lending Shares. (Record title to a portion
of the SP Venture Lending Shares is held by Stone Pine Atlantic, LLC and
SPIB Management, LLC ("SPIB Management"), as nominees for SP Venture
Lending.)
(10) SPIB Management holds a $131,494 receivable from the Company for fees and
expenses incurred on behalf of the Company. The Company offered to exchange
shares of Common Stock for all of the Company's outstanding debt and
preferred stock. Pursuant to the terms of the offer, SPIB Management agreed
to convert the receivable into 6,574,700 shares of Common Stock. (The
6,574,700 shares of Common Stock that are issuable from the conversion of
the receivable are referred to as the "SPIB Management Shares".) Messrs.
Bagley, Takacs and Jackson, as members of SPIB Management, share voting and
dispositive power over the SPIB Management Shares and accordingly may each
be deemed to beneficially own the SPIB Management Shares.
<PAGE>
(11) SPIB 1999, LLC ("SPIB 1999") holds a $136,250 receivable from the Company
for fees and expenses incurred on behalf of the Company. The Company
offered to exchange shares of Common Stock for all of the Company's
outstanding debt and preferred stock. Pursuant to the terms of the offer,
SPIB 1999 agreed to convert the receivable into 6,812,500 shares of Common
Stock. (The 6,812,500 shares of Common Stock that are issuable from the
conversion of the receivable are referred to as the "SPIB 1999 Shares".)
Messrs. Bagley, Takacs and Jackson, as members of SPIB 1999, share voting
and dispositive power over the SPIB 1999 Shares and accordingly may each be
deemed to beneficially own the SPIB 1999 Shares.
(12) Security Income Trust L.P. ("SIT") directly owns 2,025,000 shares of the
Company's outstanding Common Stock and a $1,250,000 Note issued by the
Company. The Company offered to exchange shares of Common Stock for all of
the Company's outstanding debt and preferred stock. Pursuant to the terms
of the offer, SIT agreed to convert the Note, along with the accrued but
unpaid interest, into 76,246,650 shares of Common Stock. (The 2,025,000
shares of outstanding Common Stock directly owned by SIT and the 76,246,650
shares of Common Stock that are issuable from the conversion of the Note
are collectively referred to as the "SIT Shares".) Paul Bagley, as an
indirect general partner of SIT, has voting and dispositive power over the
SIT Shares and accordingly may be deemed to beneficially own the SIT
Shares.
(13) Director.
(14) Executive Officer.
(15) Mr. Bagley directly owns 1,533,334 shares of the Company's outstanding
Common Stock and a $1,750,000 Convertible Note issued by the Company. In
addition, 5,000 shares of the Company's outstanding Common Stock are held
by Mr. Bagley's spouse and 3,000 shares of the Company's outstanding Common
Stock are held in Mr. Bagley's individual retirement account. The original
terms of the Note provide that the Note is convertible into Common Stock at
a rate of $0.20 per share. However, the Company offered to exchange shares
of Common Stock for all of the Company's outstanding debt and preferred
stock. Pursuant to the terms of the offer, Mr. Bagley agreed to convert the
Note, along with the accrued but unpaid interest, into 99,726,050 shares of
Common Stock. (The above discussed 1,541,334 shares of outstanding Common
Stock and the 99,726,050 shares of Common Stock that are issuable from the
conversion of the Note are collectively referred to as the "Bagley
Shares".)
This amount includes (i) the Bagley Shares, (ii) the SP Colorado Shares
(see (2)), (iii) the SP Capital Shares (see (3)), (iv) the SP Financial
Shares (see (5)), (v) the ERB Shares (see (6)), (vi) the SP Venture Lending
Shares (see (9)), (vii) the SPIB Management Shares (see (10)), (viii) the
SPIB 1999 Shares (see (11)), and (ix) the SIT Shares (see (12)).
(16) The address for Mr. Bailey is 77 Franklin Street, 3rd Floor, Boston,
Massachusetts 02110.
(17) This amount represents 3,333,333 shares of the Company's outstanding Common
Stock directly owned by Mr. Bailey (the "Bailey Shares").
(18) Mr. Jackson directly owns 26,640 shares of the Company's outstanding Common
Stock. In addition, 5,000 shares of the Company's outstanding Common Stock
are held in Mr. Jackson's individual retirement account. (The above
discussed 31,640 shares of outstanding Common Stock are collectively
referred to as the "Jackson Shares".)
This amount includes (i) the Jackson Shares, (ii) the SP Venture Lending
Shares (see (9)), (iii) the SPIB Management Shares (see (10)), and (iv) the
SPIB 1999 Shares (see (11)).
(19) The address for Mr. Harber is 4 Moraine Point, Victor, New York 14564.
<PAGE>
(20) The address for Mr. McKey is 2081 East Ocean Boulevard, 2nd Floor, Stuart,
Florida 34996.
(21) This amount includes (i) the SP Venture Lending Shares (see (9)), (ii) the
SPIB Management Shares (see (10)), and (iii) the SPIB 1999 Shares (see
(11)).
(22) The address for Capital Fund Leasing, LLC ("Capital Fund Leasing") is c/o
Frederick M. Luper, 1200 LeVeque Tower, 50 West Broad Street, Columbus,
Ohio 43215-3374.
(23) Capital Fund Leasing is the registered owner of 35,651,286 shares of the
Company's outstanding Common Stock. Capital Fund Leasing also owns Warrants
to acquire 2,050,000 shares of Common Stock at an exercise price of $0.20
per share.
(24) The address for U.S. Steel Group of USX Corporation ("USX") is 600 Grant
Street, Pittsburgh, Pennsylvania 15219-2749.
(25) USX is the registered owner of 4,784,689 shares of the Company's
outstanding Common Stock. In addition, USX holds a $1,833,333 Convertible
Note, which is convertible by its original terms into 8,771,928 shares of
the Company's Common Stock. However, the Company has offered to exchange
shares of Common Stock for all of the Company's outstanding debt and
preferred stock. If USX, or an assignee of USX, were to accept the offer,
45,833,325 shares of Common Stock would be issuable upon the conversion of
the Note (not including shares issuable with respect to the related accrued
but unpaid interest).
(26) This amount includes (i) the SP Colorado Shares (see (2)), (ii) the SP
Capital Shares (see (3)), (iii) the SP Financial Shares (see (5)), (iv) the
ERB Shares (see (6)), (v) the SP Venture Lending Shares (see (9)), (vi) the
SPIB Management Shares (see (10)), (vii) the SPIB 1999 Shares (see (11)),
(viii) the SIT Shares (see (12)), (ix) the Bagley Shares (see (15)), (x)
the Bailey Shares (see 17)), and (xi) the Jackson Shares (see (18)).
THE COMPANY
Current Strategy
The Company's three operating subsidiaries, Angeles Metal Trim Co.
("Angeles"), Capitol Metals Co. ("CMC"), and TPSS Acquisition Corp. ("TPSS") are
being liquidated at the direction of their senior creditors with the
acquiescence of the Company. TPSS has been placed in the hands of a receiver
under the jurisdiction of an Ohio court. Angeles and CMC have both made an
assignment of their respective assets for the benefit of creditors. In all three
cases, the assets have been substantially liquidated by the respective
liquidators, and no assets remain to be distributed to the Company as the sole
equity owner. The Company has no other source of income, and has therefore
ceased operations. At September 30, 1999, as reported in its last Form 10-QSB
for the third quarter of 1999, the Company had a negative net worth of
$20,923,749.
Management of the Company believes that the most likely prospect for
the Company's financial revival at this time is to attempt to negotiate a merger
or other combination of the Company with a private business that desires to
become publicly traded in the U.S. securities market through the acquisition of
a U.S. "public shell corporation". However, this strategy is not expected to
succeed unless 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. A
prior effort to combine with a private business, which was announced on December
1, 1999, was not successful because the Company's earlier attempt to exchange
debt, preferred stock and other rights for equity was not successful because
creditors holding a substantial amount of Company debts did not respond to the
offer.
<PAGE>
Management will continue to attempt to obtain the exchange of
substantially all of the Company's debt, preferred stock and other rights for
common stock, in order to be able to proceed with the strategy discussed above
if another opportunity presents itself. The Company can not give any assurance
that it will be able to reach an agreement with substantially all of its
creditors to accept shares of common stock in the Company, which is expected to
be required before the management of the Company could carry out the strategy
discussed above. If substantially all creditors don't reach an agreement to
exchange their debt for shares of common stock of the Company, the merger or
combination strategy is not likely to be successful.
Inability to File with the SEC
The Company did not have the financial resources necessary to obtain
audited financial statements for 1999 and to file its Form 10-KSB for 1999 with
the Securities and Exchange Commission by the due date for such filing, March
30, 2000. The failure to file its From 10-KSB in a timely manner will lead to
the loss of eligibility to have trading prices for the Company's common stock
reported on the Over The Counter Bulletin Board (OTCBB), after a 30 day grace
period. However, the common stock would still be eligible to be traded in the
"pink sheets." Until the currently delinquent filing and other required filings
in the future are made, certain holders of restricted and control securities
will not be able to sell their Company securities under Rule 144. In addition,
the Company would not be able to register any securities with the SEC for sale
to the public until its financial statements are audited and all delinquent
filings have been made.
Recent Developments
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 the
Securities and Exchange Commission.
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors has determined that it is in the best interest
of the Company to amend the Company's Articles of Incorporation to increase the
number of authorized shares of the Company's Common Stock from 200,000,000 to
850,000,000. The text of the proposed Articles of Amendment is attached hereto
as Exhibit A. As of May 5, 2000, there are __________ shares of the Company's
Common Stock outstanding, leaving ______ shares of Common Stock authorized but
unissued. However, as of May 5, 2000, the Company had entered into commitments
to issue (i) _______ shares of its Common Stock upon the exercise of outstanding
options, (ii) ________ shares of its Common Stock upon the exercise of
outstanding warrants, and (iii) ______ shares of its Common Stock upon the
conversion of outstanding preferred stock and convertible debt of the Company.
In addition, the Company's Board of Directors has extended and renewed an offer
to exchange shares of Common Stock for outstanding debt of, and other claims
against, the Company in the aggregate amount of $ _________. Under the current
exchange price for such offer of four cents ($.04) per share, such offer could
result in the issuance of _______ shares of Common Stock. The above commitments
and/or the exchange offer, in the aggregate, could obligate the Company to issue
up to ________ shares of the Company's Common Stock, while it has only _________
shares of authorized and unissued Common Stock out of which it can satisfy any
such obligations.
<PAGE>
In addition to satisfying the Company's current commitments as
described above, the Company may be required to raise additional capital to
finance its operations if and when a feasible business opportunity is presented
to the Company. Currently, the Company has no income, no assets, and no
operations, although the Board of Directors continue to look for business
opportunities on behalf of the Company. The purpose of the proposed Amendment
includes providing the Company with greater flexibility for entering into any
opportunity that might be presented to it. Currently, the Company is restricted
in its financing options due to the limited amount of authorized but unissued
shares of Common Stock provided for in its Articles of Incorporation.
The Company's shareholders will have no appraisal rights under Colorado
law with respect to the Amendment or any equity financing that the Company may
undertake after its adoption. In addition, shareholders do not have any
preemptive rights to participate in any future issuance of Common Stock, and
therefore will suffer dilution of ownership upon such issuance. The issuance of
additional shares could also have the effect of diluting the earnings per share
and book value of existing shares of Common Stock. Although the authorization of
the additional shares is not intended as an anti-takeover device, the additional
shares could be used to dilute the stock ownership of persons seeking to gain
control of the Company, which could preclude existing shareholders from taking
advantage of such a situation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' THE ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION. SUCH AMENDMENT SHALL BE APPROVED IF A MAJORITY OF THE
OUTSTANDING SHARES OF COMMON STOCK VOTE IN FAVOR OF THE AMENDMENT.
OTHER MATTERS
Management knows of no other matters to be submitted to the Special
Meeting. If any other matters properly come before the Special Meeting, it is
intended that the person named in the enclosed form of Proxy will vote such
Proxy in accordance with his reasonable judgment.
By Order of the Board of Directors
DATED: May , 2000
---
<PAGE>
ARTICLES OF AMENDMENT Exhibit A
TO
ARTICLES OF INCORPORATION
OF
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
Pursuant to the provisions of the Colorado Business Corporation Act,
as amended (the "Act"), Consolidated Capital of North America, Inc., a
corporation organized under the laws of the State of Colorado, by its
Secretary and Treasurer, does hereby certify as follows:
1. The name of the Corporation is Consolidated Capital of North America, Inc.
2. The Board of Directors of said Corporation has consented to, authorized by
unanimous written consent and passed resolutions declaring that the
amendment to the Articles of Incorporation contained herein is advisable
and decided to present such amendment to the shareholders of the
Corporation at the Special Meeting of shareholders.
3. Upon notice given to each shareholder of record entitled to vote on such
amendment to the Articles of Incorporation in accordance with the
requirements of the Act, the Special Meeting of the shareholders of the
Corporation was held on June 5, 2000, at which meeting holders representing
quorum power were present in person or represented by proxy, and the number
of votes cast for the amendment by each voting group entitled to vote
separately on the amendment was sufficient for approval by the voting
group.
4 . The amendment approved was as follows:
Section I of Article IV of the Corporation's Articles of
Incorporation is amended in its entirety to read as follows:
"Section 1. Authorized Capital. The total number of shares of all
classes which the Corporation shall have authority to issue is
850,000,000, of which 10,0000,000 shall be Preferred Shares, par
value $.01 per share, and 840,000,000 shall be Common Shares, par
value $.0001 per share, and the designations, preferences,
limitations and relative rights of the shares of each class are as
set forth in the following paragraphs."
IN WITNESS WHEREOF, Consolidated Capital of North America, Inc. has
caused these Articles of Amendment to Articles of Incorporation to be signed
by its Secretary and Treasurer, effective as of the date of filing of these
Articles of Amendment to Articles of Incorporation with the Secretary of State
of the State of Colorado.
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
By: _____________________
Donald R. Jackson
Its Secretary and Treasurer
<PAGE>
[Form of Proxy Card]
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
410 17th Street, Suite 400
Denver, Colorado 80202
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
June 5, 2000
The undersigned hereby appoints each of Paul Bagley and Donald R. Jackson,
individually, as proxy and attorney-in-fact for the undersigned, with full
power of substitution, to vote on behalf of the undersigned at the
Company's Special Meeting of Shareholders to be held on June 5, 2000 and at
any adjournment(s) or postponement(s) thereof, all shares of the Common
Stock, $.0001 par value, of the Company standing in the name of the
undersigned or which the undersigned may be entitled to vote as follows:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" ITEM 1. In their discretion, the proxies are authorized
to vote upon such other business as may properly come before the Special
Meeting or any adjournments or postponements thereof, in accordance with
their reasonable judgment. This proxy when duly executed revokes any proxy
or proxies heretofore given by the undersigned. THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS.
1. To approve the proposal of the Board of Directors to amend the Articles
of Incorporation to increase the authorized number of shares of common
stock of the Company from 200,000,000 to 850,000,000:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
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[Reverse Side]
Please sign exactly as name appears at left:
Signature:
-----------------------------
Signature (if held jointly):
-----------
Date:
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When shares are held by joint tenants, both must sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in the corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
