<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
CAPITAL FACTORS HOLDING, INC.
---------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
-------------------------------------
(Title of Class of Securities)
139905 10 3
--------------------------------------
(CUSIP Number)
The information required on the remainder of this cover page shall not be deemed
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
(the "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 1 of 5 pages
There are no exhibits
<PAGE> 2
CUSIP No. 139905 10 3
(1) Names of Reporting Persons Union Planters Bank of Florida
--------------------------------------------
S.S. or I.R.S. Identification Nos. of Above Persons 59-1531185
--------------------
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ] (b) [X]
(3) SEC Use Only
-----------------------------------------------------------
(4) Citizenship or Place of Organization State of Florida, U.S.A.
----------------------------------
Number (5) Sole Voting Power 10,000,000
of ----------------------
Shares
Beneficially (6) Shared Voting Power 0
Owned ------------------------
by
Each (7) Sole Dispositive Power 10,000,000
Reporting ---------------------
Person
With (8) Shared Dispositive Power 0
-------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 10,000,000
--------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
(11) Percent of Class Represented by Amount in Row (9) 81.3% (1)
-------------------------
(12) Type of Reporting Person HC, BC
---------------------------------------------------
- -------------------
1 Calculated on the basis of 12,303,950 shares of Common Stock
outstanding on February 6, 1998.
Page 2 of 5 pages
There are no exhibits
<PAGE> 3
ITEM 1(a). Name of Issuer:
CAPITAL FACTORS HOLDING, INC.
ITEM 1(b). Address of Issuer's Principal Executive Offices:
120 East Palmetto Park Road
5th Floor
Boca Raton, Florida 33432
ITEM 2(a). Name of Person Filing:
Union Planters Bank of Florida
ITEM 2(b). Address of Principal Business Office:
1221 Brickell Avenue, 12th Floor
Miami, Florida 33131
ITEM 2(c). Citizenship:
State of Florida, U.S.A.
ITEM 2(d). Title of Class of Securities:
Common Stock, $.01 Par Value
ITEM 2(e). CUSIP Number:
139905 10 3
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), identify the status of the person filing.
Not applicable.
ITEM 4. Ownership.
(a) Amount Beneficially Owned: 10,000,000 shares
(b) Percent of Class: 81.3% (1)
- --------------------
1 Calculated on the basis of 12,303,950 shares of Common
Stock outstanding on February 6, 1998.
Page 3 of 5 pages
There are no exhibits
<PAGE> 4
(c) Number of shares as to which such person has:
(i) sole power to vote or to 10,000,000
direct the vote
(ii) shared power to vote or to 0
direct the vote
(iii) sole power to dispose or to 10,000,000
direct the disposition of
(iv) shared power to dispose or to 0
direct the disposition of
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
ITEM 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
ITEM 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
Not applicable.
ITEM 8. Identification and Classification of Members of the Group.
Not applicable.
ITEM 9. Notice of Dissolution of Group.
Not applicable.
ITEM 10. Certification.
Not applicable.
Page 4 of 5 pages
There are no exhibits
<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.
February 10, 1998 UNION PLANTERS BANK OF FLORIDA
By: /s/ Timothy E. Kish
--------------------------------------
Timothy E. Kish, Executive Vice President,
General Counsel and Corporate Secretary
Page 5 of 5 pages
There are no exhibits
