SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13E-4/A
Issuer Tender Offer Statement
(Pursuant to Section 13(d)(1) of
the Securities Exchange Act of 1934)
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
August 3, 1995
(Date Tender Offer First Published, Sent or Given to
Securityholders)
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 Issuer Tender
Offer Statement on Schedule 13E-4 filed with the Securities and
Exchange Commission on August 3, 1995 (the "Schedule 13E-4")
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-4 filed by the Company in connection with the Offer.
ITEM 8. ADDITIONAL INFORMATION.
On August 22, 1995, the Company issued a press release, a copy
of which is filed as Exhibit (a)(9) and Paragraphs 1, 2 and 4 of
which are incorporated herein by reference, announcing the
withdrawal of the Offer. The press release is being transmitted to
all stockholders of record under cover of the letter attached as
Exhibit (a)(10).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release dated August 22, 1995.
(a)(10) Letter to Stockholders dated August 22, 1995.
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
<PAGE>
EXHIBIT INDEX
Exhibit Description
(a)(9) Press Release dated August 22, 1995
(a)(10) Letter to Stockholders dated August 22, 1995
<PAGE>
Exhibit (a)(9)
[MARX LAYNE & COMPANY LETTERHEAD]
PRESS RELEASE
Corporation Contact: Media Relations Contact:
William H. Cuddy, Chairman of the Board Frederick Marx
Steve Gasper, Jr., President and CEO Marx Layne & Company
First of Michigan Capital Corporation (810) 855-6777
(313) 259-2600
FIRST OF MICHIGAN CAPITAL CORPORATION
ANNOUNCES WITHDRAWAL OF TENDER OFFER
DETROIT, August 22, 1995 -- The Board of Directors of First of
Michigan Capital Corporation (Chicago Stock Exchange/FMG) announced
today that the Company will not proceed with the previously
announced tender offer for its common stock.
William H. Cuddy, Chairman of the Company, said: "The Board
has withdrawn the tender offer in the face of unexpectedly strong
objections to it from clients and employees of the Company. Because
of the importance of our clients and employees to the business and
future prospects of our Company, the Board concluded that it must
take this action. All shares tendered will be returned."
The Board reiterated its commitment to continue the rebuilding
of the Company.
The Company also announced that it had received an unsolicited
letter from Fahnestock & Co., Inc. expressing interest in the
Company and seeking a meeting to discuss a proposal for a possible
acquisition of the Company on unspecified terms. "The Board has
advised Fahnestock that the Company is not for sale," Mr. Cuddy
said.
First of Michigan Capital Corporation's principal subsidiary is
First of Michigan Corporation, a member of the New York Stock
Exchange and Michigan's largest full-service securities firm.
Founded more than 60 years ago, First of Michigan Corporation
specializes in a wide range of financial services that include
investment products such as stocks, bonds, unit trusts, and mutual
funds; and investment services such as retirement plans, money
management, underwriting, trading and investment banking. First of
Michigan offers these services through its 546 employees located in
32 offices throughout Michigan, as well as an office at 100 Wall
Street, New York, New York.
<PAGE>
Exhibit (a)(10)
[Company Letterhead]
August 23, 1995
Dear Stockholder:
On August 22, 1995, the Board of Directors of First of Michigan
Capital Corporation decided to withdraw the offer to purchase shares
of common stock of the Company made on August 3, 1995. A copy of
the press release reporting the Board's decision and the reasons for
it is enclosed.
The Company reaffirms its mission statement to remain independent
and strive to be the most respected and successful financial
brokerage firm in the Great Lakes region. We remain extremely
optimistic regarding the attainment of our mission statement. The
First of Michigan team remains dedicated to creating significant
value for our clients, employees and shareholders.
Please do not hesitate to contact either of us if you want to
communicate with your Company.
Very truly yours,
/s/ William H. Cuddy
William H. Cuddy
Chairman of the Board
/s/ Steve Gasper, Jr.
Steve Gasper, Jr.
President and Chief Executive Officer
