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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___ )*
FIRST OF MICHIGAN CAPITAL CORPORATION
(Name of Issuer)
COMMON STOCK, $ .10 PAR VALUE
(Title of Class of Securities)
320862-105
(CUSIP Number)
Check the following box if a fee is being paid with this statement [X] . (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.)
(See Rule 13d-7).
* 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 13G
CUSIP No. 320862-105 Page 2 of 6 Pages
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
1 ABOVE PERSON
First of Michigan Capital Corporation
Employee Stock Ownership Plan
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2
(a)[ ]
(b)[ ]
SEC USE ONLY
3
CITIZENSHIP OR PLACE OF ORGANIZATION
4 United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES 165,907*
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 165,907*
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,907
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
12 TYPE OF REPORTING PERSON
EP
*See Item 4 of Schedule 13G.
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ITEM 1(a). NAME OF ISSUER:
First of Michigan Capital Corporation, a Delaware Corporation ("Issuer").
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
100 Renaissance Center, 26th Floor, Detroit, Michigan 48243
ITEM 2(a). NAME OF PERSON FILING:
The First of Michigan Capital Corporation Employee Stock Ownership Plan (the
"Plan")
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
100 Renaissance Center, 26th Floor, Detroit, Michigan 48243
ITEM 2(c). CITIZENSHIP:
United States of America
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.10 par value of the Issuer ("Common Stock")
ITEM 2(e). CUSIP NUMBER:
320862-105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [x] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
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(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) Amount beneficially owned. As of December 31, 1994, the Plan owned
165,907 shares of the Common Stock, all of which shares are held for the
benefit of participants in the Plan.
(b) Percent of class. Said 165,907 shares of the Common Stock represented
5.9% of all shares of the Common Stock outstanding as of December 31, 1994.
(c) Number of shares as to which such person has. Sole power to vote or
direct the vote and to dispose or direct the disposition of said 165,907 shares
of the Common Stock is held by the Plan Administrator, which is a committee
required by and established in the Plan documents, the members of which are
appointed by the Board of Directors of the Issuer. The members of the Plan
Administrator currently are Joseph M. Mengden, a director and Chairman of the
Board of the Issuer, Steve Gasper, Jr., the President, Chief Executive Officer
and director of the Issuer, Bruce M. Rockwell, a Senior Vice President of
Issuer's subsidiary, First of Michigan Corporation ("FOM"), and Charles R.
Roberts, a Senior Vice President of the Issuer and Director of Sales and
Branches of FOM.
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
To the knowledge of the Plan Administrator and its members, no person, other
than the Plan, the employee-participants who are its beneficiaries and First of
America Bank, in its capacity as trustee of the Plan for the benefit of its
beneficiaries, has the right to receive, and no person, other than the Plan,
said beneficiaries, the Plan Administrator and the members thereof, has the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock held by the Plan. The members of the Plan Administrator
are identified in Item 4(c) above.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
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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.
March 7, 1995 THE FIRST OF MICHIGAN CAPITAL CORPORATION
Date EMPLOYEE STOCK OWNERSHIP PLAN
BY: THE PLAN ADMINISTRATOR
By Its Members:
/s/ Joseph M. Mengden
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Joseph M. Mengden
/s/ Steve Gasper, Jr.
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Steve Gasper, Jr.
/s/ Bruce M. Rockwell
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Bruce M. Rockwell
/s/ Charles R. Roberts
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Charles R. Roberts
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