UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)
First of Michigan Capital Corporation
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
233326 10 7
(CUSIP Number)
Copy to:
Robert C. Canfield, Esq. John F. Marvin, Esq.
DST Systems, Inc. Sonnenschein Nath & Rosenthal
333 West 11th Street, 5th Floor 4520 Main Street, Suite 1100
Kansas City, Missouri 64105 Kansas City, Missouri 64111
(816) 435-1000 (816) 932-4400
FAX: (816) 435-8630 FAX: (816) 531-7545
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized
to receive Notices and Communications)
June 11, 1997
(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 |_|.
<PAGE>
SCHEDULE 13D
1. Name Of Reporting Person
Social Security No. or I.R.S. Identification No. Of Above Person:
DST Systems, Inc.
2. Check The Appropriate Box If A Member Of A Group: (a) |_| (b) |_|
3. SEC Use Only
4. Source of Funds: N/A
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items
2(d) or 2(e) |_|
6. Citizenship Or Place Of Organization: Delaware
7. Sole Voting Power: 640,422
8. Shared Voting Power: ---
9. Sole Dispositive Power: 640,422
10. Shared Dispositive Power: ---
11. Aggregate Amount Beneficially Owned By Each Reporting Person: 640,422
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares |_|
13. Percent Of Class Represented By Amount In Row (11) 25.6%
14. Type Of Reporting Person: CO
<PAGE>
AMENDMENT NO. 18 TO SCHEDULE 13D
Under the Securities Exchange Act of 1934
This Amendment No. 18 to Schedule 13D is filed on behalf of DST
Systems, Inc., ("DST") to reflect recent developments in connection with DST's
ownership of the common stock, $.10 par value (the "Common Stock"), of First of
Michigan Capital Corporation (the "Issuer"). Reference is made to the initial
statement on Schedule 13D dated as of April 23, 1982 (the "DST Statement") as
amended by Amendments No. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16,
and 17 thereto, dated May 26, 1982, August 6, 1982, August 30, 1983, October 27,
1983, June 26, 1984, January 22, 1985, July 9, 1985, August 5, 1985, September
17, 1985, November 19, 1985, March 11, 1986, December 30, 1986, January 7, 1993,
August 26, 1993, November 21, 1995, April 10, 1996, and June 18, 1996,
respectively. The DST Statement is hereby further amended and supplemented as
follows:
Item 4. Purpose of Transaction.
DST is not acquiring securities of the Issuer. DST has the following
plans or proposals relating to the events described in paragraphs (a) through
(j) of Item 4 of the instructions to Schedule 13D.
As of June 11, 1997, DST entered into (a) a Securities Purchase
Agreement among DST, 1888 Limited Partnership ("1888"), and FMCC Acquisition
Corporation ("FMCC") pursuant to which DST, upon the occurrence of certain
conditions described below, agreed to (i) sell 640,422 shares of the Common
Stock to FMCC (the "FMCC Sale") and (ii) use its best efforts to cause certain
other beneficial owners of the Common Stock to tender the Common Stock to FMCC
pursuant to the Tender Offer (defined below); and (b) a Tender Offer Agreement
(amended June 17, 1997) among DST, 1888, FMCC, and Issuer pursuant to which DST
made certain agreements, representations and warranties with respect to the
accuracy of certain information it has supplied FMCC which has or may be
provided to the Securities and Exchange Commission and the Issuer's shareholders
in connection with the Tender Offer.
DST's obligations under the Securities Purchase Agreement were
conditioned on commencement of an offer by FMCC to purchase all outstanding
shares of the Common Stock (the "Tender Offer"). The Tender Offer is described
in Schedules 14D-1 and 13D filed by FMCC on June 18, 1997 and commenced on June
18, 1997. FMCC's obligations under the Securities Purchase Agreement are
conditioned on the entire Board of Directors of Issuer being composed of
designees of FMCC at the closing of the FMCC Sale, provided that FMCC shall have
used its best efforts to make such designations prior to the closing. The FMCC
Sale is also conditioned on the following: (a) expiration or termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
and compliance with the requirements of the Securities Exchange Act of 1934, (b)
receipt of all material regulatory approvals required in connection with the
execution, delivery and performance of the Securities Purchase Agreement, (c)
performance in all material respects by the parties of their respective
obligations under the Securities Purchase Agreement and the accuracy in all
material respects as of the closing of the FMCC Sale of the representations and
warranties of the parties in the Securities Purchase Agreement, (d) the absence
of any order or injunction prohibiting the consummation of the transactions
contemplated by the Securities Purchase Agreement, and (e) the absence of any
pending action, suit or proceeding involving the parties to the Securities
Purchase Agreement or the Issuer that would or reasonably would be expected to
prevent or materially delay the consummation of the transaction contemplated by
the Securities Purchase Agreement or result in material damages in connection
therewith.
On June 18, 1997, DST made a gift of 35,000 shares of the Common Stock to
The Greater Kansas City Community Foundation.
DST has no other present plans or intentions which relate to or would
result in any of the events described in paragraphs (a) through (j) of Item 4 of
the instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Items 7, 8, 9, 10, 11 and 13 of the inside cover page of Schedule 13D
are hereby incorporated by reference in response to this Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
In addition to the agreements described in Item 4 above, DST is a party
to an agreement among the parties to the FMCC Sale and The Bank of New York (the
"Bank") dated as of June 11, 1997 pursuant to which the Bank will hold in escrow
the Common Stock subject to the FMCC Sale and the purchase price for such stock
to be paid by FMCC pending closing of the FMCC Sale.
Item 7. Material to be Filed as Exhibits.
The following documents are incorporated by reference herein pursuant
to Rule 12b-32 under the Exchange Act as the following exhibits to this
Amendment.
99.1 The Tender Offer Agreement dated as of June 11, 1997 by and among
FMCC, DST, 1888 and the Issuer, which is attached as Exhibit (c)(3) of the
Schedule 14D-1 dated June 18, 1997 (SEC File No. 005-13374) (the "Schedule
14D-1").
99.2 The Securities Purchase Agreement dated as of June 11, 1997 by and
among FMCC, DST, 1888 and the Issuer, which is attached as Exhibit (c)(1) of the
Schedule 14D-1.
99.3 The Sellers Escrow Agreement dated as of June 11, 1997 by and
among FMCC, DST, 1888 and the Escrow Agent named therein, which is attached as
Exhibit (c)(2) of the Schedule 14D-1.
99.4 The letter amendment of the Tender Offer Agreement dated June 11,
1997 by and among FMCC, DST, 1888 and the Issuer, which is attached as Exhibit
(c)(6) of the Schedule 14D-1.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the statement is true, complete and
correct.
Dated June 25, 1997.
DST SYSTEMS, INC.
By: /s/ Robert C. Canfield
Robert C. Canfield
Senior Vice President, General Counsel
and Secretary
