SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13E-3/A
Rule 13e-3 Transaction Statement
FINAL AMENDMENT
_________________
FIRST OF MICHIGAN CAPITAL CORPORATION
(Name of Issuer and Person Filing Statement)
Common Stock, $.10 Par Value
(Title of Class of Securities)
320862105
(CUSIP Number of Class of Securities)
_________________
Steve Gasper, Jr.
First of Michigan Capital Corporation
100 Renaissance Center
Detroit, Michigan 48243-1182
(313) 259-2600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person
Filing Statement)
_________________
Copies to:
John F. Marvin
Leonard W. Jurden
Watson & Marshall L.C.
1010 Grand Avenue, Suite 500
Kansas City, Missouri 64106-2271
(816) 842-3132
This statement is filed in connection with (check the
appropriate box):
a. [ ] The filing of solicitation materials or an
information statement subject to Regulation 14A [17 CFR
240.14a-1 to 240.14b-1], [17 CFR 240.14c-1 to 20.14c-101]
or Rule 13e-3(c) [Section 140.13e-3(c) under the
Securities Exchange Act of 1934]. [Amended in Release No.
34-23789 (Paragraph 84,044), effective January 20, 1987,
51 F.R. 42048.]
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [X ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies: [ ]
Transaction valuation*
$7,109,375
Amount of Filing Fee
$1,421.88
*For purposes of calculating fee only.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $1,421.88
Form or Registration No.: Schedule 13E-4 (File No. 5-13374)
Filing Party: First of Michigan Capital Corporation
Date Filed: August 3, 1995
<PAGE>
INTRODUCTION
This Final Amendment amends and supplements the Rule 13e-3
Transaction Statement on Schedule 13E-3 filed with the Securities
and Exchange Commission on August 3, 1995 (the "Schedule 13E-3")
relating to the Offer by First of Michigan Capital Corporation, a
Delaware corporation (the "Company"), to purchase up to 625,000 of
its common stock, par value $0.10 per share (the "Shares"), at $11
3/8 per share, net to the seller in cash, without interest thereon,
upon the terms and subject to the Offer to Purchase dated August 3,
1995 (the "Offer to Purchase") and the related Letter of Transmittal
(which collectively constitute the "Offer") and is intended to
satisfy the reporting requirements of the Securities Exchange Act of
1934, as amended. Capitalized terms used herein and not otherwise
defined herein shall have the meanings specified in the original
Schedule 13e-3 filed by the Company in connection with the Offer.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth under Item 8 of the Final Amendment
to the Company's Schedule 13E-4 dated the same date as this
Statement is incorporated herein by reference as an amendment to
this Item.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(8) The Press Release dated August 22, 1995 attached as
Exhibit (a)(9) to the Company's Final Amendment to Schedule 13E-4
dated the same date as this Statement is incorporated herein by
reference as Exhibit (d)(8) hereto.
(d)(9) The Letter to Stockholders dated August 22, 1995
attached as Exhibit (a)(10) to the Company's Final Amendment to
Schedule 13E-4 dated the same date as this Statement is incorporated
herein by reference as Exhibit (d)(9) hereto.
SIGNATURE
After due 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.
FIRST OF MICHIGAN CAPITAL CORPORATION
By /s/ Steve Gasper, Jr.
Name: Steve Gasper, Jr.
Title: President
August 24, 1995
Date
