UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
First of Michigan Capital Corporation
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
320862 - 105
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(CUSIP Number)
William H. Cuddy, Esq.
Day, Berry & Howard
185 Asylum Street, CityPlace I, Hartford, Connecticut 06103-3499
(860) 275-0217
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting 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 five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out or 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).
Continued on the following pages.
<PAGE>
SCHEDULE 13D
CUSIP NO.___ 3208262 - 105 __ Page 2 of 2
Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1888 Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
7 SOLE VOTING POWER
777,929 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 777,929 shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0- shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
777,929 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT TO STATEMENT ON SCHEDULE 13D
The reporting person hereby amends in part its Statement on Schedule 13D
relating to the common stock, par value $.10 per share (the "Common Stock"), of
First of Michigan Capital Corporation, a Delaware corporation. This
amendment amends only the portions of the information previously reported that
have changed since the prior filing.
Item 3. Source and Amount of Funds or Other Consideration
In accordance with the Agreement of Limited Partnership of 1888 Limited
Partnership dated as of September 14, 1995 by and among the Partners (the
"Agreement"), Louis C. Baker and Paxton Mendelssohn, II, two of the Partners,
each contributed and transferred 15,000 additional shares of Common Stock of
First of Michigan Capital Corporation to the Partnership on March 31, 1997. In
consideration of such contributions and transfers, Mr. Baker and Mr.
Mendelssohn each received an increase in his limited partnership interest in
the Partnership and all rights incident to such interest as enumerated in the
Agreement.
Item 4. Purpose of Transaction
The purpose of the transaction is to enable the Partnership (a) to acquire,
hold, vote, manage, transfer, sell and otherwise deal with the 30,000
additional shares of Common Stock of First of Michigan Capital Corporation
contributed by Louis C. Baker and Paxton Mendelssohn, II, together with the
shares of such Common Stock previously contributed by the Partners, together
with any other stock obtained by the Partnership, (b) to invest in one
or more assets of any type, including, without limitation, purchasing, selling
and otherwise dealing with such investments, and (c) to conduct all such other
business incidental to and not inconsistent with the general purposes set
forth in (a) and (b) above.
Item 5.(a)-(b) Interest in Securities of the Issuer
<TABLE>
<CAPTION>
Number of
Shares Shared Sole Shared
Reporting Beneficially Sole Voting Voting Dispositive Dispositive Percent
Person Owned Power Power Power Power Ownership
- ----------- ------------- ----------- -------- ------------ ----------- ------------ ------------------------
<S> <C> <C> <C> <C> <C> <C>
The Partnership 777,929 777,929 0 777,929 0 31.1%
</TABLE>
(c) No transactions involving the reporting person have occurred
during the past sixty days except as
described in Item 3 above.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the reporting person certifies that the information set forth in the Statement
is true, complete and correct.
Dated: April 8 , 1996
1888 LIMITED PARTNERSHIP
By: /s/ Craig P. Baker
Craig P. Baker, its General Partner
By: /s/ Louis C. Baker
Louis C. Baker, its General Partner
