FIRST OF MICHIGAN CAPITAL CORP
10-Q, 1996-08-09
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549

                                   FORM 10-Q

(Mark one)
[X]    Quarterly report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 For the period ended JUNE 28, 1996.

[  ]   Transaction report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 For the transition period from __________ to
       __________. 


Commission file number:   1-7467

                     FIRST OF MICHIGAN CAPITAL CORPORATION
_______________________________________________________________________________
             (Exact name of registrant as specified in its charter)


           DELAWARE                                     13-2780197
_________________________________       _______________________________________
 (State or other jurisdiction of        (I.R.S. Employer Identification Number)
 incorporation or organization)

 100 RENAISSANCE CENTER/26TH FLOOR
       DETROIT, MICHIGAN                                    48243
___________________________________        ___________________________________
(Address of principal executive offices)                 (Zip Code)


                               (313) 259-2600
______________________________________________________________________________
    (Registrant's telephone number, including area code)

                                NOT APPLICABLE
______________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report) 

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    YES  [ X ]   NO  [    ]

  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                            PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.                        YES  [    ]   NO  [    ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

Common Stock, $.10 Par Value - 2,633,533 shares as of August 6, 1996





                                      10-Q

<PAGE>   2


                                     INDEX



                     FIRST OF MICHIGAN CAPITAL CORPORATION




PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements (Unaudited)

         Condensed consolidated balance sheets - June 28, 1996 and September
         29, 1995 

         Condensed consolidated statements of income - Three months ended June
         28, 1996 and June 30, 1995 and nine months ended June 28, 1996 and
         June 30, 1995 

         Consolidated statements of cash flows - Nine months ended June 28, 1996
         and June 30, 1995

         Notes to condensed consolidated financial statements -  June 28, 1996

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

PART II. OTHER INFORMATION

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K




SIGNATURES


<PAGE>   3



                     FIRST OF MICHIGAN CAPITAL CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)



<TABLE>
                                                       JUNE 28             SEPTEMBER 29        
                                                         1996                  1995            
                                                    --------------         ------------        
<S>                                                 <C>                   <C>                  
ASSETS                                                                                         
Cash and cash equivalents ........................  $    1,907,175        $    2,995,513       
Receivable from brokers and dealers ..............       4,024,733             4,527,882       
Receivable from customers ........................      77,636,606            79,368,761       
Notes receivable from employees ..................       1,761,816             2,126,096       
Other accounts receivable ........................         962,201             1,879,608       
Refundable income taxes                                  1,954,000                   ---       
Securities owned .................................       5,227,912             8,387,294       
Memberships in exchanges, at cost (market value-                                               
 $1,225,000 at June 28, 1996 and                                                               
 $856,000 at September 29, 1995) .................         420,453               430,503       
Equipment and leasehold improvements, at                                                       
 depreciated cost ................................       3,034,047             2,828,932       
Other investments ................................         263,759               711,609       
Net cash surrender value of life insurance .......             ---             1,816,471       
Deferred income taxes ............................         938,000             2,892,000       
Other assets .....................................       2,661,127             2,492,805       
                                                    --------------        --------------       
                                                    $  100,791,829        $  110,457,474       
                                                    ==============        ==============       
                                                                                               
LIABILITIES AND STOCKHOLDERS' EQUITY                                                           
Liabilities:                                                                                   
 Notes payable to banks ..........................  $   30,000,000        $   29,500,000       
 Payable to brokers and dealers ..................      16,854,758            18,165,571       
 Payable to customers ............................      10,812,865            14,070,912       
 Securities sold, not yet purchased ..............         642,514               530,748       
 Employee compensation payable ...................       6,884,845            12,964,140       
 Income taxes payable ............................         620,187               452,587       
 Other accounts payable and accrued liabilities ..       4,632,294             3,762,123       
 Capital lease obligation ........................       1,013,283             1,226,623       
                                                    --------------        --------------       
                                                        71,460,746            80,672,704       
                                                                                               
Contingencies - See note                                                                       
Stockholders' equity:                                                                          
 Common stock, $.10 par value 10,000,000                                                       
 shares authorized,  2,891,558 issued ............         289,156               289,156       
Capital in excess of par value ...................       3,676,635             3,687,348       
                                                    --------------        --------------
Retained earnings ................................      27,841,454            26,803,153       
                                                    --------------        --------------       
                                                        31,807,245            30,779,657       
                                                                                               
Less treasury stock, at cost ( 258,025 shares                                                  
 at June 28, 1996 and 80,116 at                                                                 
 September 29, 1995 ) ............................      (2,476,162)             (994,887)      
                                                    --------------        --------------       
                                                        29,331,083            29,784,770       
                                                    --------------        --------------
                                                    $  100,791,829        $  110,457,474       
                                                    ==============        ==============       
</TABLE>


Note:  The balance sheet at September 29, 1995 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  See notes to condensed consolidated
financial statements.

                                      I-1



<PAGE>   4
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                                                              
                                                                 JUNE 28            JUNE 30           JUNE 28           JUNE 30
                                                                   1996              1995              1996               1995
                                                              --------------   ---------------   ---------------   ---------------
<S>                                                           <C>               <C>              <C>                <C>
REVENUES:                                                                                     
    Commissions.........................................      $  11,549,592    $   9,038,531     $  32,321,468      $  24,220,737 
    Principal transactions..............................          1,562,511        1,189,237         3,701,326          3,450,608 
    Investment banking..................................          2,461,755        1,929,145         7,183,813          6,647,277 
    Interest............................................          1,660,880        1,598,303         5,391,673          4,624,763 
    Insurance commissions...............................            824,821          627,993         2,145,175          1,957,693 
    Other...............................................          1,268,368        1,265,146         4,056,199          3,439,930 
                                                              --------------   ---------------   --------------    ---------------
            TOTAL REVENUES..............................         19,327,927       15,648,355        54,799,654         44,341,008 
                                                              --------------   ---------------   --------------    ---------------
EXPENSES:                                                                                                            
    Employee compensation and benefits..................         10,573,788        8,614,283        31,156,045         23,519,264 
    Floor brokerage, exchange, clearance and                                                                         
        other fees......................................          1,092,231        1,214,997         3,606,614          3,608,336 
    Communications......................................            248,210          300,189           828,086            874,539 
    Interest............................................            635,850          796,977         2,289,996          2,180,895 
    Occupancy and equipment rental......................          1,315,026        1,268,890         3,914,872          3,425,824 
    Taxes, other than income taxes......................            801,059          728,310         2,341,701          2,093,563 
    Office supplies and expenses........................            963,410          950,033         3,127,467          2,643,655 
    Other operating expenses............................          2,142,331        2,244,052         5,936,571          6,111,355 
                                                              --------------   ---------------   --------------    ---------------
            TOTAL EXPENSES..............................         17,771,905       16,117,731        53,201,352         44,457,431 
                                                              --------------   ---------------   --------------    ---------------
                                                                                                                     
Income (loss) before income taxes.......................          1,556,022         (469,376)        1,598,302           (116,423)
Provision (credit) for income taxes.....................            550,000         (240,000)          560,000           (215,000)
                                                              --------------   ---------------   --------------    ---------------
                NET INCOME (LOSS).......................      $   1,006,022    $    (229,376)     $  1,038,302     $       98,577 
                                                              ==============   ===============   ==============    ===============
Net income (loss) per share.............................              $ .38           $ (.08)           $  .39             $  .03
                                                                                                                     
Average number of common and common                                                                                  
equivalent shares outstanding for income (loss)                                                                      
per share...............................................          2,638,659        2,824,321         2,685,155          2,867,971 
                                                                                                                     
Cash dividends per share................................             ---              $  .06            ---                $  .18
</TABLE>                                              
                                                                                
See notes to condensed consolidated financial statements.


                                      I-2





<PAGE>   5
                      STATEMENT OF CONSOLIDATED CASH FLOWS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                     NINE MONTHS ENDED
                                                                   -------------------------
                                                                    JUNE 28          JUNE 30
                                                                      1996            1995
                                                                   ---------      -----------
<S>                                                            <C>               <C>         
CASH FLOWS FROM OPERATING ACTIVITIES                           
Net Income.....................................................   $1,038,302     $    98,577
Noncash items included in Net Income:                          
  Depreciation and amortization................................      653,522         313,173
  Deferred income taxes........................................    1,954,000        (300,000)
  Refundable  income taxes.....................................   (1,954,000)            ---
  Gain on sale of fixed assets.................................          (17)         (3,523)
  Gain on sale on investment assount securities................          ---        (261,013)
                                                                  ----------      ----------
                                                                   1,691,807        (152,786)
                                                                  ----------      ----------
(Increase) decrease in operating receivable                    
  Customers....................................................    1,732,155       1,623,426
  Brokers and dealers..........................................      503,149      (4,497,707)
  Employees....................................................      364,280         191,743
  Other........................................................      917,407         354,742
Increase (decrease) in operating payables:                     
  Customers....................................................   (3,258,047)        914,875
  Brokers and dealers..........................................   (1,310,813)      2,949,500
  Employee Compensation........................................   (6,079,295)       (297,057)
  Income taxes.................................................      167,600        (172,913)
  Other........................................................      870,171       1,166,058
(Increase) decrease in:                                        
  Securities inventory.........................................    3,159,382      (8,204,172)
  Other assets.................................................    1,658,199        (503,237)
Increase in:                                                   
  Securities sold, not yet purchased...........................      111,766         105,958
                                                                  ----------      ----------
                                                                  (1,164,046)     (6,368,784)
                                                                  ----------      ----------
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES                     527,761      (6,521,570)
                                                                  ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES:                          
  Increase in short-term borrowings............................      500,000       8,000,000
  Payments on capital lease obligation.........................     (213,340)       (225,000)
  Employee stock transactions..................................       17,611         301,768
  Repurchases of common stock..................................   (1,509,600)     (1,249,372)
  Dividends paid...............................................           --        (464,961)
                                                                  ----------      ----------
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES                  (1,205,329)      6,362,435
                                                                 ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:                          
  Proceeds from sale of investment account secutirites.........           --         704,125
  Net payments for equipment and leasehold improvements........     (858,620)       (482,146)
  Purchases, advances and other activity in other              
  investments - net............................................      447,850         (24,584)
                                                                 ------------    ------------
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES                    (410,770)        197,395
                                                                 ------------    ------------
INCREASE IN CASH AND CASH EQUIVALENTS..........................   (1,088,338)         38,260
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR ................    2,995,513       2,612,487
                                                                 ------------    ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR.......................  $ 1,907,175    $  2,650,747
                                                                 ============    ============
Income tax payments...........................................   $   392,450    $    174,923
interest payments..............................................  $ 2,319,693    $  2,035,360
</TABLE>                                   

See notes to condensed consolidated financial statements.





                                     I-3
<PAGE>   6
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

                        JUNE 28, 1996 AND JUNE 30, 1995


SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

The condensed consolidated financial statements include the accounts and
operations of First of Michigan Capital Corporation and its subsidiary
companies (the Company) including First of Michigan Corporation, a registered
securities broker-dealer and a member organization of the New York Stock
Exchange, Inc., after elimination of all significant intercompany accounts and
transactions.

Securities owned and securities sold, not yet purchased, are valued at market
and unrealized gains and losses are reflected in revenues.

Investment account securities are carried at the lower of cost or market.
Certain other investments are accounted for on the equity method.  The
Company's equity in such operations was not material in amount during the
periods ended June 28, 1996 and June 30, 1995.

Net income per share is computed on the basis of the weighted average number of
common shares outstanding, assuming dilutive stock options were exercised at
the beginning of the quarter or at the date of issuance, if later, with
applicable proceeds used to acquire additional treasury shares at the average
market price for the period.


INCOME TAXES

The provision (credit) for income taxes consisted of the following:



<TABLE>
<CAPTION>
                                            NINE MONTHS ENDED

                                JUNE 28, 1996                 JUNE 30, 1995
                                -------------                 -------------

                           FEDERAL    STATE & LOCAL     FEDERAL    STATE & LOCAL
                           -------    -------------    --------    -------------
<S>                     <C>           <C>             <C>           <C>
Current ..............  $(1,450,000)   $   50,000     $  75,000      $ (10,000)
Deferred .............    1,985,000       (25,000)     (280,000)          ---
                          ---------     ---------      --------        -------
     Total ...........  $   535,000    $   25,000     $(205,000)     $ (10,000)
                         ==========     =========      ========      =========
</TABLE>

Deferred income taxes for the nine months ended June 28, 1996 arise principally
from the payout of deferred compensation.



CONTINGENCIES

In the normal course of business, First of Michigan Corporation enters into
underwriting commitments.  Transactions relating to such underwriting
commitments which were open at June 28, 1996 and subsequently settled, had no
material effect on the financial statements as of that date.

As is the case with many firms in the securities industry, First of Michigan    
Corporation is a defendant or co-defendant in a  number of lawsuits or
arbitrations alleging damages, which are ordinary and routine litigation and
arbitration, incidental to the securities and investment banking business.  The
Company is contesting the allegations of the complaints in these cases and
believes that there are meritorious defenses in each of these lawsuits.  Some
of the proceedings relate to public underwritings of securities in which First
of Michigan Corporation participated as a member of the underwriting syndicate.

                                      I-4



<PAGE>   7


In view of the number and diversity of claims against the Company and the
inherent difficulty of predicting the outcome of litigation and other claims,
the Company cannot state with certainty what the eventual outcome of pending
litigation or other claims will be.  The Company provides for costs relating to
these matters when a loss is probable and the amount can be reasonably
estimated.  The effect of the outcome of these matters on the Company's future
results of operations cannot be predicted because any such effects depends on
future results of operations and the amount and timing of the resolution of
such matters.  While it is not possible to predict with certainty, management
believes that the ultimate resolution of such matters will not have a material
adverse effect on the consolidated financial position of the Company.


CAPITAL REQUIREMENTS

First of Michigan Corporation is subject to the uniform net capital rule (Rule
15c3-1) of the Securities and Exchange Commission and the capital rules of the
New York Stock Exchange, Inc., of which it is a member, and elects to compute
its net capital requirements in accordance with the alternative method.

Under this method, the Corporation is required to maintain minimum net capital,
as defined, equal to 2 percent of aggregate debit balances arising from
customer transactions, as defined.  The net capital rules also provide that
equity capital may not be withdrawn or cash dividends paid if the resulting net
capital would be less than 5 percent of aggregate debits.  At June 28, 1996
First of Michigan Corporation's net capital of $16,866,910 was 21 percent of
aggregate debit balances, and was $15,229,877 in excess of the 2 percent
minimum net capital required and $12,774,327 in excess of the 5 percent
dividend restriction.


                     _____________________________________

The preceding information is unaudited and accordingly, does not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management,
all adjustments (consisting only of normal recurring accruals) considered
necessary for a fair presentation of the results of the period have been
included.  The results for the interim period are not necessarily indicative of
the results to be expected for the full year.  For further information, refer
to the financial statements and footnotes thereto included in the Company's
annual report on Form 10-K for the year ended September 29, 1995.

























                                      I-5


<PAGE>   8


Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Third quarter fiscal 1996 compared to third quarter fiscal 1995.

GENERAL

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; investment services such as retirement plans, money management,
underwriting and trading and investment banking.  First of Michigan offers
these services through its 548 employees located in 32 offices throughout
Michigan, as well as an office at 100 Wall Street, New York.

The Company's profitability, to a large degree, is sensitive to the volume of
trading in securities and the volatility and general level of securities market
prices.  While the Company places emphasis on controlling fixed costs, many of
its activities have high operating costs which do not decrease proportionately
with reduced levels of activity.  Sustained periods of reduced volume, or loss
of clients, could have adverse effects upon profitability.


RESULTS OF OPERATIONS

Total revenues increased 23% for both the three month and nine month periods.
Overall, retail trading volume continues to outpace both the prior year
periods.  The largest dollar increase for both the three month and nine month
periods was from commission revenues which includes revenues from listed and
over-the-counter equity transactions as well as increased revenues from mutual
fund transactions.  Revenues from principal transactions increased primarily in
the area of secondary trading of corporate bonds.  This increase is partially
offset by a slight decrease in municipal bond trading, both of which have been
impacted by recent fluctuations in short-term interest rates.  Investment
banking revenues increased in the area of equity underwritings and syndication
management fees, which were partially  offset by a decrease in municipal
underwritings revenues as well as fees received from financial consulting
engagements.  Interest income has increased due to increased customer margin
loan balances which is partially offset by slightly lower short-term rates.
Insurance commissions increased primarily in the area of fixed rate annuities.
Other revenues have increased primarily  due to additional service fees
received for the distribution, adminstrative and advisory services performed
for certain money market funds.  New account openings and assets under
management have continued to grow.

Total expenses increased 10% for the three months and 20% for the nine months   
ended June 28, 1996.  The largest expense category, employee compensation and
benefits, increased in conjunction with the increase in commission revenues.
Included in compensation expense for the nine month period is a charge of
approximately one million dollars for certain one-time expenses, resulting from
a realignment of the Company's operations and management structure, as
discussed below.  Expenses associated with floor brokerage and clearance has
decreased as the Company utilizes more efficient means for order execution and
trade clearance. Communications expenses have decreased for the quarter due to
a change in long distance telephone carriers as well as a rate reduction
through contract re-negotiation.  Interest expense for the three month period
decreased due to slightly lower rates.  Occupancy and equipment rental costs
increased for the nine months due to new office openings and relocations as
well as increased costs associated with a new broker-workstation network. 
Taxes, other than income taxes, increased due to the payroll taxes associated
with the increase in compensation expense as well as an increase in the
Michigan Single Business Tax associated with the increase  in revenues and
related payroll costs.  Other expense remained essentially unchanged.

As previously mentioned, due to the one million dollar charge resulting from a
realignment of the Company's operations and management structure in the second
quarter, net income was reduced by approximately $600,000 or $.22 per share,
for the nine month period. Exclusive of these costs, net income would have been 
$1,638,302 or $.61 per share for  the nine months ended June 28, 1996.


                                      I-6

<PAGE>   9

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities showed a modest net increase for the nine 
month period.  The largest sources of cash resulted from net income, a
reduction in the level of securities owned for resale as well as $1.3 million
in proceeds received from the surrender of the remaining company owned life
insurance policies.  The greatest uses of cash resulted from a net reduction in
both customer and broker payables as well as a reduction in employee
compensation payable.  Due to the nature of the Company's business, the changes
in operating asset and liability account balances for any particular accounting
period can be quite large and, therefore, are not very useful indicators of
long-term trends in the Company's cash uses for operations.  Cash used for
financing and investing activities also showed modest increases due to the
Company's repurchase of some of its common stock as well as purchases of
equipment and leasehold improvements.  These amounts were partially offset by
an increase in short-term bank borrowings as well as other firm investments. 
At June 28, 1996, approximately 89% of the Company's assets were liquid,
consisting mainly of cash or assets readily convertible into cash.  The
Company's largest asset is its receivable from its customers, representing
borrowings from the Company by customers to finance the purchase of securities
on margin.  Such receivables from customers are substantially financed by
equity capital, short-term borrowings under established lines of credit with
several banking institutions as well as from stock loan activities.  A total of
$112,000,000 in approved lines of credit was available to the Company at June
28, 1996, of which $30,000,000 was outstanding.

Under separate agreements, First of Michigan Capital Corporation had available
short-term lines of credit on an unsecured basis, aggregating $8,000,000.
There were no borrowings against these lines of credit at June 28, 1996.

The Company is subject to the net capital requirements of the Securities and
Exchange Commission and the New York Stock Exchange which are designed to
measure the general financial soundness and liquidity of broker-dealers.  The
Company has consistently operated well in excess of the minimum requirements.
At June 28, 1996, the Company's net capital of $16,866,910 exceeded the minimum
requirement by $15,229,877.

Management believes that funds provided by net cash earnings combined with the
liquidity of its assets, its existing capital base and its available lines of
credit are fully adequate to meet the Company's financing needs for the
forseeable future.

The Company does not engage in any derivative trading that would result in any
additional off-balance sheet risk.

CONTINGENT MATTERS

First of Michigan Corporation is the subject of claims made in several civil
actions arising out of its business as a broker-dealer and as an investment
banker.  The company provides for costs related to contingencies when a loss is
probable and the amount is reasonable determinable.  While these actions in the
aggregate seek substantial amounts, management believes that their disposition
will not have a material adverse effect on the financial position of the
Company.  However, depending on the amount and timing of a potential
unfavorable resolution to a contingency, it is possible that the Company's
future results of operations or cash flows could be materially adversely
affected in that quarter.


OUTLOOK

The Company  is focusing on growing its business in the state of Michigan and
on generating a reasonable level of profitability.  Recruiting efforts for
experienced investment executives is continuing as well as the development of
new financial products and services.  Significant cost reductions have occurred
resulting from a realignment of the Company's operations and management
structure.  The Company is monitoring the level of all expenses closely and
making adjustments wherever beneficial savings can be achieved.  While the net
income for the three months ended June 28, 1996 was favorable, no
assurance can be made that future earnings will be indicative of the current
period.




                                      I-7

<PAGE>   10

PART II. OTHER INFORMATION



Item 5.  Other Information

                On June 14, 1996, Joseph M. Mengden tendered his registration as
                a Director of the Company.  His resignation was accepted by the
                Board of Directors.

Item 6.  Exhibits and Reports on Form 8-K

         (a)    The following exhibits are included herein:

                (11)  Statement Re Computation of Per Share Earnings

                (27)  Financial Data Schedule

         (b)    Reports on Form 8-K:

                The Company did not file any reports on Form 8-K during the
                quarter ended June 28, 1996.



                                      II-1


<PAGE>   11


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                           FIRST OF MICHIGAN CAPITAL CORPORATION




August 9, 1996             /s/ Kenneth C. Eich
                           -----------------------------------------------
                           KENNETH C. EICH - PRESIDENT AND
                           CHIEF EXECUTIVE OFFICER



August 9, 1996             /s/ Conrad W. Koski
                           -----------------------------------------------
                           CONRAD W. KOSKI
                           EXECUTIVE VICE PRESIDENT & TREASURER
                           (PRINCIPAL FINANCIAL & ACCOUNTING OFFICER)




                                      S-1

<PAGE>   12


<TABLE>
<CAPTION>
                                                           SEQUENTIALLY
EXHIBIT                                                       NUMBERED
NUMBER                          DESCRIPTION                     PAGE
- -------                         -----------                ------------
<S>             <C>                                        <C>
 11             Computations of per Share Earnings
 
 27             Financial Data Schedule

</TABLE>









<PAGE>   1
                                   EXHIBIT 11
                             TO REPORT ON FORM 10-Q
                      FOR THE PERIOD ENDED JUNE 28, 1996
                     FIRST OF MICHIGAN CAPITAL CORPORATION
                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS


<TABLE>
<CAPTION>
                                                                       FOR THE THREE MONTHS ENDED
                                      
                                                        JUNE 28, 1996                            JUNE 30, 1995
                                                        -------------                            -------------
                                                PRIMARY           FULLY DILUTED          PRIMARY             FULLY DILUTED
                                                -------           -------------          -------             -------------
<S>                                           <C>                     <C>               <C>                  <C>
Weighted average shares               
outstanding:                                                                          
     Common shares                             2,638,092             2,638,092          2,810,917            2,810,917 
     Dilutive shares available                                                        
           under stock option plans                  567                (6,492)            13,404               13,033 
                                                                                      
Weighted average common shares                                                        
and common stock equivalents                                                          
                                           --------------         -------------     -------------         -------------
outstanding                                    2,638,659             2,631,600          2,824,321            2,823,950 
                                           ==============         =============     =============         =============
                                                                                      
Net earnings applicable to                                                            
common shares                             $    1,006,022         $   1,006,022     $    (229,376)       $     (229,376)
                                           ==============         =============     =============         =============
                                                                                      
Earnings per share                        $          .38         $         .38     $        (.08)       $         (.08)
                                           ==============         =============     =============         =============
</TABLE>                              
                                      
                                      
                                      
<TABLE>                               
<CAPTION>                             
                                                                       FOR THE THREE MONTHS ENDED
                                      
                                                        JUNE 28, 1996                            JUNE 30, 1995
                                                        -------------                            -------------
                                                PRIMARY           FULLY DILUTED          PRIMARY             FULLY DILUTED
                                                -------           -------------          -------             -------------
<S>                                       <C>                     <C>                 <C>                     <C>
Weighted average shares               
outstanding:                          
     Common shares                             2,683,487             2,683,487         2,836,585             2,836,585 
     Dilutive shares available
           under stock option plans                1,668               (52,885)           31,386                30,450 
Weighted average common shares
and common stock equivalents
                                           --------------         -------------     -------------         -------------
outstanding                                    2,685,155             2,630,602         2,867,971             2,867,035 
                                           ==============         =============     =============         =============
Net earnings applicable to
common shares                             $    1,038,302         $   1,038,302     $      98,577         $      98,577 
                                           ==============         =============     =============         =============

Earnings per share                        $          .39         $         .39     $         .03         $         .03
                                           ==============         =============     =============         =============
</TABLE>






<TABLE> <S> <C>

<ARTICLE> BD
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-27-1996
<PERIOD-START>                             SEP-30-1995
<PERIOD-END>                               JUN-28-1996
<CASH>                                       1,907,175
<RECEIVABLES>                               82,675,523
<SECURITIES-RESALE>                                  0
<SECURITIES-BORROWED>                        3,663,833
<INSTRUMENTS-OWNED>                          5,227,912
<PP&E>                                       3,034,047
<TOTAL-ASSETS>                             100,791,829
<SHORT-TERM>                                30,000,000
<PAYABLES>                                  25,739,932
<REPOS-SOLD>                                         0
<SECURITIES-LOANED>                         15,078,300
<INSTRUMENTS-SOLD>                             642,514
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                       289,156
<OTHER-SE>                                  29,041,927
<TOTAL-LIABILITY-AND-EQUITY>               100,791,829
<TRADING-REVENUE>                            3,701,326
<INTEREST-DIVIDENDS>                         5,391,673
<COMMISSIONS>                               32,321,468
<INVESTMENT-BANKING-REVENUES>                7,183,813
<FEE-REVENUE>                                4,056,199
<INTEREST-EXPENSE>                           2,289,996
<COMPENSATION>                              31,156,045
<INCOME-PRETAX>                              1,598,302
<INCOME-PRE-EXTRAORDINARY>                   1,038,302
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,038,302
<EPS-PRIMARY>                                     0.39
<EPS-DILUTED>                                     0.39
        

</TABLE>


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