<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Capital Factors Holding, Inc.
-----------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
--------------------------------------
(Title of Class of Securities)
139905103
------------
(CUSIP Number)
Jackson W. Moore
President
Union Planters Bank, National Association
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(901) 580-2877
--------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
September 9, 1998
--------------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4) check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF
1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT
BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE
NOTES).
<PAGE> 2
- --------------------------------------------------------------------------------
CUSIP No.: 139905103____
- --------------------------------------------------------------------------------
1. Name of Reporting Person: Union Planters Bank, National Association
---------------------------------------------------
S.S. or I.R.S. Identification No. of Above Person:
--------------------------
I.R.S. Identification No. 62-0859-006
----------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions):
a. [ ] b. [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (see Instructions): [WC; OO]
-----------------------------------------
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization: United States
---------------------------------------
- --------------------------------------------------------------------------------
7. Sole Voting Power: 11,357,850
Number of ------------------------------
Shares Beneficially 8. Shared Voting Power: 11,357,850
------------------------------
Owned by
Each Reporting 9. Sole Dispositive Power: 11,357,850
--------------------------
Person With
10. Shared Dispositive Power: 11,357,850
------------------------
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 11,357,850
--------------
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
(See Instructions): [ ]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11: 92.23%(1)
---------------------------
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions): BK
--------------------------------
- --------------------------------------------------------------------------------
- --------
1 Calculated on the basis of 12,309,012 shares outstanding as of August 31,
1998.
Page 2 of 5
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock of Capital Factors Holding,
Inc.("CFH"), $.01 par value per share ("CFH Common Stock"). CFH is a Florida
corporation with principal executive offices located at 1799 West Oakland Park
Boulevard, Fort Lauderdale, Florida 33311.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Union Planters Bank, National
Association ("UPBNA"), a national banking association with principal executive
offices located at 7130 Goodlett Farms Parkway, Memphis, Tennessee 38018. The
principal business of UPBNA is the provision of such services ordinarily
provided by a national bank.
To the best of UPBNA's knowledge, during the last five years, neither
UPBNA nor any of its directors or executive officers has been convicted in any
criminal proceedings (excluding traffic violations or similar misdemeanors) nor
has UPC or any of its directors or executive officers been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Attached hereto is an appendix to Item 2 setting forth certain
additional information concerning the directors and executive officers of UPBNA,
Union Planters Holding Corporation ("UPHC"), and Union Planters Corporation, a
Tennessee corporation ("UPC").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in Item 4, UPBNA purchased a total of 24,500 shares of CFH
Common Stock with working capital funds all at a purchase price of $17.50 a
share.
ITEM 4. PURPOSE OF TRANSACTION.
On September 9, 1998 UPBNA made an open market purchase of 24,500 shares
of CFH Common Stock all at a purchase price of $17.50 a share. This transaction
brought UPBNA's interest in CFH to approximately 92.23% of the total outstanding
shares of CFH Common Stock. The purpose of the transaction was to increase
UPBNA's investment in CFH as opportunities arose. UPBNA has no plans to make
additional individual open market purchases.
ITEM 5. INTEREST IN SECURITIES OF CFH.
The 11,357,850 shares of CFH Common Stock held by UPBNA after the
transactions described in this Amendment No. 2 to Schedule 13 D represent
approximately 92.23% of the total number of the outstanding shares of CFH Common
Stock calculated on the basis of 12,309,012 shares outstanding as of August 31,
1998.
Other than as set forth in this Item 5, in Item 5 of Amendment No. 1 to
the Schedule 13 D filed by UPBNA with respect to certain purchases of CFH Common
Stock made August 31,
Page 3 of 5
<PAGE> 4
September 1, and September 3, 1998 ("Amendment No. 1"), and in Item 5 of the
Schedule 13 D filed by UPBNA with respect to certain purchases of CFH Common
Stock made August 10, 1998 (the "Original Schedule 13 D"), to the best of
UPBNA's knowledge (i) neither UPBNA nor any subsidiary or affiliate of UPBNA or
any of its or their executive officers or directors beneficially owns any shares
of CFH Common Stock, and (ii) other than the transactions described in Item 4,
in Item 4 of Amendment No. 1 and in Item 4 of the Original Schedule 13 D, there
have been no transactions in the shares of CFH Common Stock effected during the
past 60 days by UPBNA, nor to the best of UPBNA's knowledge, by any subsidiary
or affiliate of UPBNA or any of its or their executive officers or directors.
No other person is known by UPBNA to have the right or the power to
direct the receipt of dividends from, or the proceeds from the sale of CFH
Common Stock held by UPBNA.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF CFH.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
Page 4 of 5
<PAGE> 5
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
UNION PLANTERS BANK, NATIONAL ASSOCIATION
<TABLE>
<S> <C>
Date: September 17, 1998 By: /s/ M. Kirk Walters
-------------------- ----------------------------------
M. Kirk Walters
Senior Vice President, Treasurer and
Chief Accounting Officer
</TABLE>
Page 5 of 5
