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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Capital Factors Holding, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
139905103
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(CUSIP Number)
Jackson W. Moore
President
Union Planters Bank, National Association
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(901) 580-2877
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
August 10, 1998
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(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 [X].
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).
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CUSIP No.: 139905103
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1. Name of Reporting Person: Union Planters Bank, National Association
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S.S. or I.R.S. Identification No. of Above Person:
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I.R.S. Identification No. 62-0859-006
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
a. [ ] b. [ ]
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3. SEC Use Only
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4. Source of Funds (see Instructions): [WC; OO]
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): [ ]
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6. Citizenship or Place of Organization: United States
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7. Sole Voting Power: 10,657,700
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Number of
Shares Beneficially 8. Shared Voting Power: 10,657,700
Owned by ---------------------------------------------
Each Reporting
Person With 9. Sole Dispositive Power: 10,657,700
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10. Shared Dispositive Power: 10,657,700
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 10,657,700
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12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
(See Instructions): [ ]
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13. Percent of Class Represented by Amount in Row 11: 86.7%(1)
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14. Type of Reporting Person (See Instructions): BK
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(1) Calculated on the basis of 12,303,950 shares outstanding on
February 6, 1998.
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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 Delaware
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, 657,700 shares of CFH Common Stock were
purchased with working capital funds of UPBNA all at a purchase price of $17.50
a share. UPBNA became the beneficial owner of 10,000,000 shares of CFH Common
Stock upon the merger of Union Planters Bank of Florida ("UPBF") (formerly
Capital Bank) with and into UPBNA as described in Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
UPBNA became the beneficial owner of 10,000,000 shares of CFH
Common Stock pursuant to the merger of UPBF with and into UPBNA which was
consummated August 1, 1998. On August 10, 1998 UPBNA purchased 500,000 shares
of CFH Common Stock in an open market purchase at a purchase price of $17.50
per share. On August 18, 1998 UPBNA purchased an additional 157,700 shares of
CFH Common Stock on the open market for $17.50 per share. This transaction
brought UPBNA's interest in CFH to approximately 86.7% of the total outstanding
shares of CFH Common Stock.
ITEM 5. INTEREST IN SECURITIES OF CFH.
The 10,657,700 shares of CFH Common Stock held by UPBNA after the
transactions described in this Schedule 13 D represent approximately 86.7% of
the total number of the
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outstanding shares of CFH Common Stock calculated on the basis of 12,303,950
shares outstanding on February 6, 1998.
Other than as set forth in this Item 5, 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,
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
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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
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Date: August 19, 1998 By: /s/ M. Kirk Walters
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M. Kirk Walters
Senior Vice President, Treasurer and
Chief Accounting Officer
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<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT,
POSITION WITH NAME OF BUSINESS, PRINCIPAL BUSINESS,
NAME UPC/UPBNA/UPHC AND PRINCIPAL BUSINESS ADDRESS
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<S> <C> <C>
Bill H. Abney Assistant Secretary Vice President
(UPHC) UNION PLANTERS CORPORATION
7130 Goodlet Farms Parkway
Memphis, Tennessee 38018
Albert M. Austin Director (UPC/UPBNA) Chairman
CANNON, AUSTIN AND CANNON,
INC. (real estate)
Suite 200
P.O. Box 172285
Germantown, Tennessee 38138
John E. Bennett Vice President (UPHC) Manager of Corporate Reporting
UNION PLANTERS CORPORATION
7130 Goodlet Farms Parkway
Memphis, Tennessee 38018
Marvin E. Bruce Director (UPC/UPBNA) Director and Chairman
TBC CORPORATION
(marketer/distributor of auto
replacement products)
476 West Racquet Club Place
Memphis, Tennessee 38117
George W. Bryan Director (UPC/UPBNA) Senior Vice President
SARA LEE CORPORATION
(Meat Group Division, meat processor
and packager)
Suite 300
8000 Centerview Parkway
Cordova, Tennessee 38018
James A. Gurley Executive Vice President Executive Vice President and
and Senior Risk Senior Risk Management Officer
Management Officer UNION PLANTERS CORPORATION and UNION
(UPC/UPBNA) PLANTERS BANK, NATIONAL
ASSOCIATION ("UPBNA")
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
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PRINCIPAL OCCUPATION OR EMPLOYMENT,
POSITION WITH NAME OF BUSINESS, PRINCIPAL BUSINESS,
NAME UPC/UPBNA/UPHC AND PRINCIPAL BUSINESS ADDRESS
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James E. Harwood Director (UPC/UPBNA) President
STERLING EQUITIES
(provider of advisory services and
capital to small businesses)
Suite 124
845 Crossover Lane
Memphis, Tennessee 38117
E. James House, Jr. Corporate Secretary UPHC Manager, Legal Division
UNION PLANTERS CORPORATION
7130 Goodlet Farms Parkway
Memphis, Tennessee 38018
Parnell S. Lewis, Jr. Director (UPC/UPBNA) President
ANDERSON-TULLY COMPANY
(hardwood lumber products)
1242 North Second Street
Memphis, Tennessee 38101
C. J. Lowrance, III Director President
(UPC/UPBNA) LOWRANCE BROTHERS & COMPANY, INC.
(planter)
Highway 61
Driver, AR 72329
Jackson W. Moore President, President and Chief Operating Officer
Chief Operating Officer UNION PLANTERS CORPORATION and UPBNA
and Director 7130 Goodlett Farms Parkway
(UPC/UPBNA); Chairman of Memphis, Tennessee 38018
the Board of Directors
and President of UPHC
Stanley D. Overton Director (UPC/UPBNA) Retired; Former Chairman of
UNION PLANTERS BANK OF MIDDLE
TENNESSEE, N.A. (bank)
401 Union Street
Nashville, Tennessee 37219
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PRINCIPAL OCCUPATION OR EMPLOYMENT,
POSITION WITH NAME OF BUSINESS, PRINCIPAL BUSINESS,
NAME UPC/UPBNA/UPHC AND PRINCIPAL BUSINESS ADDRESS
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<S> <C> <C>
J. W. Parker Executive Vice President Executive Vice President and
and Chief Financial Chief Financial Officer
Officer (UPC/UPBNA) UNION PLANTERS CORPORATION
and UPBNA
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Benjamin W. Rawlins, Jr. Chairman of the Board Chairman of the Board and
and Chief Executive Chief Executive Officer
Officer (UPC/UPBNA) UNION PLANTERS CORPORATION
and UPBNA
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Dr. V. Lane Rawlins Director (UPC/UPBNA) President
UNIVERSITY OF MEMPHIS
341 Administration Building
Memphis, Tennessee 38152
Donald F. Schuppe Director (UPC/UPBNA) DFS SERVICE COMPANY
(consulting)
6448 Winfrey Place
Memphis, Tennessee 38120
J. Armistead Smith Executive Vice President Executive Vice President and
and Senior Lending Senior Lending Officer
Officer (UPC/UPBNA) UNION PLANTERS CORPORATION
and UPBNA
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
David M. Thomas Director (UPC/UPBNA) Retired: Former President of
MAGNOLIA FEDERAL BANK FOR
SAVINGS
1765 Camellia Drive
Greenville, Mississippi 38701
Richard A. Trippeer, Jr. Director (UPC/UPBNA) President
R.A. TRIPPEER, INC. (investments)
Suite 300
5865 Ridgeway Center Parkway
Memphis, Tennessee 38120
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<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT,
POSITION WITH NAME OF BUSINESS, PRINCIPAL BUSINESS,
NAME UPC/UPBNA/UPHC AND PRINCIPAL BUSINESS ADDRESS
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<S> <C> <C>
M. K. Walters Senior Vice President, Senior Vice President, Chief
Chief Accounting Accounting Officer, Treasurer
Officer, and Treasurer UNION PLANTERS CORPORATION
(UPC/UPBNA); Director, and UPBNA
Vice President and CFO 7130 Goodlett Farms Parkway
of UPHC Memphis, Tennessee 38018
Spence L. Wilson Director (UPC/UPBNA) President
KEMMONS WILSON, INC.
(provider of management advisory
services and venture capital,
developer of residential and
commercial real estate, and thrift
hold company)
1629 Winchester Road
Memphis, Tennessee 38116
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