UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NUMBER 1)
MERCHANTS CAPITAL CORPORATION
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(Name of Issuer)
Common Stock, $5.00 Per Share Par Value
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(Title of Class of Securities)
553991142
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(CUSIP Number)
Cheryn L. Netz
Watkins Ludlam Winter & Stennis, P.A.
633 North State Street
Post Office Box 427
Jackson, MS 39205-0427
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices Communications)
October 13, 1997
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits, See Section
240.13d-7(b) 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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SCHEDULE 13D
CUSIP NO. 553991142
1. Names of Reporting Persons
I.R.S. Identification No. of Above Persons
(Entities Only)
Thelma K. Blackburn
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2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds* (See instructions) Not applicable
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5. Check if Disclosure of Legal Proceeding is Required Pursuant
to Item 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
United States
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Number of 7. Sole Voting Power 3,676
Shares ----------------------------------------
Beneficially 8. Shared Voting Power -0-
Owned by ----------------------------------------
Each 9. Sole Dispositive Power 2,150
Reporting ----------------------------------------
Person With 10. Shared Dispositive Power -0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,676
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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) .5%
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14. Type of Reporting Person (See instructions) IN
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SCHEDULE 13D
CUSIP NO. 553991142
The purpose of this Amendment No. 1 to Schedule 13D is to
report the decrease in holdings of the reporting person as a result
of the transfer of stock held in a Trust to James E. Blackburn, Jr.
and others on October 13, 1997.
Item 1. Security and Issuer.
This statement relates to the common stock, par value $5.00 per share,
(herein after referred to as the "Common Stock"), of Merchants Capital
Corporation, Vicksburg, Mississippi (hereinafter referred to as the "Issuer").
The principal executive officers of the Issuer are as follows:
Mr. Howell N. Gage, Chairman
820 South Street
Vicksburg, Mississippi 39180
Mr. Joel H. Horton, President
829 South Street
Vicksburg, Mississippi 39180
James R. Wilkerson, Jr., Secretary
820 South Street
Vicksburg, Mississippi 39180
Item 2. Identity and Background.
(a) Name: This statement is filed by Mrs. Thelma K.
Blackburn ("Mrs. Blackburn")
(b) Residence or business:
The residence address of Mrs. Blackburn is 1822 Edna Drive,
Vicksburg, MS 39180.
(c) Present principal occupation or employment:
Mrs. Blackburn is retired.
(d) Mrs. Blackburn has not, during the last five years, been
convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mrs. Blackburn has not, during the last five years, been
subject to a judgement, 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.
(f) Mrs. Blackburn is a citizen of the United States.
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SCHEDULE 13D
CUSIP NO. 553991142
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of the Transaction.
Mrs. Blackburn was beneficiary of the Blackburn Marital
Trust and the Blackburn Residuary Trust, pursuant to which she was
the sole beneficiary of and had sole voting power over 42,539
shares of the Issuer Common Stock. On October 13, 1997, 41,013
shares held by the Blackburn Marital Trust were transferred to her
three children as follows: James E. Blackburn, Jr. who received
13,671 shares, Betty B. Kamman who received 13,671 shares and Adele
B. York who received 13,671 shares. Of the 13,671 shares received
by Mr. Blackburn, Mr. Blackburn retained 12,339 shares and
transferred 333 shares to each of his three children and his wife.
Item 5. Interests in Securities of the Issuer.
(a) Mrs. Blackburn beneficially owns 3,676 shares (.29%)of the Issuer
Common Stock outstanding, including 2,150 shares owned directly and 1,526 in the
Blackburn Residuary Trust.
(b) Mrs. Blackburn has the sole power to vote 3,676 shares (.5 %) of
Issuer Common Stock, shared power to vote 0 shares of Issuer Common Stock, sole
dispositive power of 2,150 shares (.29 %) of Issuer Common Stock and shared
dispositive power of 0 shares of Issuer Common Stock.
(c) No transactions in Issuer Common Stock were effected by Mrs.
Blackburn during the past sixty days or since the most recent filing of Schedule
13D, except as set forth in Item 4.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of such
securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Mrs. Blackburn is not a party to any other contract,
arrangement, understanding or relationship with respect to
securities of the Issuer. Mrs. Blackburn is beneficiary of the
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SCHEDULE 13D
CUSIP NO. 553991142
Blackburn Residuary Trust dated 12-31-95 the assets of which includes 1,526
shares of Issuer Common Stock.
Item 7. Material Required to Be Filed as Exhibits.
None.
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.
/s/ Mrs. Thelma K. Blackburn
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Mrs. Thelma K. Blackburn
Dated as of March 9, 1998
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