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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 29, 1997
(Date of Earliest Event Reported: July 17, 1997)
FIRST OF MICHIGAN CAPITAL CORPORATION
(State or Other Jurisdiction of Incorporation)
1-7467 13-2780197
(Commission File Number) (I.R.S. Employer
Identification Number)
100 Renaissance Center
26th Floor
Detroit, Michigan 48243
(Address of Principal (Zip Code)
Executive Offices)
(313) 259-2600
(Registrant's Telephone Number, Including Area Code)
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Item 1. Change in Control of the Registrant.
On July 17, 1997, FMCC Acquisition Corp., a
Delaware corporation ("Purchaser") and an indirect wholly
owned subsidiary of Fahnestock Viner Holdings Inc., an
Ontario corporation ("Holdings"), accepted for payment all
tendered shares of common stock, par value $.10 per share
(the "Common Stock"), of First of Michigan Capital
Corporation, a Delaware corporation (the "Company"),
following the expiration at 12:00 Midnight, New York City
time, on July 16, 1997 of its tender offer (the "Offer") for
all outstanding shares of Common Stock at a price of $15.00
per share net to seller in cash. The Common Stock is the
only outstanding class of capital stock of the Company.
Upon acceptance and payment for the shares of
Common Stock tendered pursuant to the Offer, Holdings became
the indirect beneficial owner of 2,491,079 shares or
approximately 99.7% of the total number of shares of Common
Stock then outstanding. Included in this number are the
aggregate 1,418,351 shares of Common Stock subject to the
Securities Purchase Agreement dated as of June 11, 1997, as
amended (the "Purchase Agreement"), between Purchaser and
1888 Limited Partnership ("1888") and DST Systems Inc.
("DST"), which were tendered into the Offer pursuant to the
Purchase Agreement. At the time the Purchase Agreement was
originally entered into, 1888 and DST were the beneficial
owners of approximately 31.2% and 25.7% of the then
outstanding shares of Common Stock of the Company.
Albert G. Lowenthal ("Lowenthal") is the
beneficial owner (through a corporation that is wholly owned
by Lowenthal, Phase II Financial Limited, an Ontario
corporation) of 50.2% of the outstanding Class B voting
stock of Holdings. The Class B voting stock of Holdings is
the only class of voting securities of Holdings. As a
result of the foregoing, Lowenthal may be deemed to be the
indirect beneficial owner of the shares of Common Stock held
by Purchaser. Holdings (through two intermediate wholly
owned companies, E.A. Viner International Co. and Viner
Finance Inc.) owns 100% of the capital stock of Fahnestock &
Co. Inc., a New York corporation, which in turn owns 100% of
the capital stock of Purchaser.
The total amount paid for the 2,491,079 shares of
Common Stock acquired pursuant to the Offer was
approximately $37,366,185. According to the Schedule
14D-1/13D originally filed with the Securities and Exchange
Commission (the "SEC") by Holdings and certain of its
affiliates on June 18, 1997, as amended (the "Schedule 14D-
1/13D"), the cash necessary to consummate the Offer was to
be obtained from general corporate funds.
In addition, according to the Schedule 14D-1/13D,
it is the intention of Holdings that any shares of Common
Stock not acquired in the Offer will be acquired in a
back-end merger of Purchaser into the Company (the "Merger")
for an equivalent per share consideration of $15.00 net in
cash. Following the consummation of the Merger, the Company
will be an indirect wholly owned subsidiary of Holdings. An
information statement relating to the Merger is expected to
be mailed to record holders of the Common Stock in August
1997.
Pursuant to the Tender Offer Agreement dated as of
June 11, 1997, as amended, among Purchaser, the Company, DST
and 1888, the Offer was conditioned on, among other things,
that at the time shares of Common Stock are accepted for
payment pursuant to the Offer, the entire Board of Directors
of the Company will be composed of designees of Purchaser.
Pursuant to the Purchase Agreement, the closing of the
purchase and sale of shares of Common Stock that were owned
by 1888 and DST (which closing was effected through the
Offer) was conditioned on, among other things, that at the
time of the closing, the entire Board of Directors of the
Company will be composed of designees of Purchase.
Purchaser designated Albert G. Lowenthal
(Chairman, Chief Executive Officer and a director of
Holdings), Elaine K. Roberts (President and a director of
Holdings), A. Winn Oughtred (Secretary and a director of
Holdings), Mark Shobe (President of the Company) and Edward
Soule (Chairman of the Board and a director of the Company).
On July 16, 1997, the Board of Directors of the Company
elected Messrs. Lowenthal, Oughtred and Shobe and Ms.
Roberts as directors. Each of the members of the existing
Board of Directors of the Company, other than Mr. Soule who
remains as a director, resigned. The elections and
resignations were each effective immediately following the
acceptance for payment of shares of Common Stock pursuant to
the Offer.
ITEM 7. Financial Statements and Exhibits.
See the Exhibit Index following the signature page
of this Current Report on Form 8-K, which is incorporated by
reference herein.
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
(Registrant)
By:/s/Mark Shobe
Mark Shobe
President
Date: July 29, 1997
FIRST OF MICHIGAN CAPITAL CORPORATION
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
2.1 Securities Purchase Incorporated by
Agreement dated as of reference to Exhibit
June 11, 1997, between (c) (1) to the
FMCC Acquisition Corp. Company's Schedule
and 1888 Limited 14D-9 dated July 1,
Partnership and DST 1997 filed with the
Systems Inc. SEC on July 1, 1997
*2.2 Letter Agreement dated
July 15, 1997, between
Sellers and Purchaser,
receipt of which was
acknowledged by the
Escrow Agent and the
Depositary
*2.3 Letter Agreement, dated
July 15, 1997, among
Sellers, Purchaser, the
Escrow Agent and the
Depositary
2.4 Tender Offer Agreement Incorporated by
dated as of June 11, reference to Exhibit
1997, among First of (c) (3) (i) to the
Michigan Capital Company's Schedule
Corporation, DST Systems 14D-9 dated July 1,
Inc., 1888 Limited 1997 filed with the
Partnership and FMCC SEC on July 1, 1997
Acquisition Corp.
2.5 Letter Agreement dated Incorporated by
June 17, 1997 among reference to Exhibit
First of Michigan (c) (3) (ii) to the
Capital Corporation, DST Company's Schedule
Systems Inc., 1888 14D-9 dated July 1,
Limited Partnership and 1997 filed with the
FMCC Acquisition Corp. SEC on July 1, 1997
* Filed herewith.
FMCC ACQUISITION CORP.
c/o Fahnestock & Co. Inc.
110 Wall Street (9th Floor)
New York, NY 10005
July 15, 1997
1888 Limited Partnership
DST Systems, Inc.
The Bank of New York, as Escrow Agent
The Bank of New York, as Depositary
Reference is made to: (1) that certain Securities
Purchase Agreement dated as of June 11, 1997 (the "Purchase
Agreement"), between Buyer and Sellers; and (2) that certain
"Sellers" Escrow Agreement dated as of June 11, 1997 ("Escrow
Agreement"), among Sellers, Buyer and the Escrow Agent.
Capitalized terms used herein shall have the respective meanings
ascribed thereto in the Purchase Agreement or the Escrow
Agreement, as the case may be.
Notwithstanding anything that may be to the contrary in
the Purchase Agreement or the Escrow Agreement, (a) Sellers and
Buyer shall cause the mechanics of the closing of the purchase
and sale of the Securities under the Purchase Agreement to be
effected in the tender offer (the "Offer") heretofore commenced
by Buyer in accordance with the Tender Offer Agreement, (b) each
Seller agrees not to withdraw (and will cause the Escrow Agent
not to withdraw) its Securities from the Offer, and (c) Sellers
and Buyer jointly shall cause the Escrow Agent to take such
actions as are necessary or appropriate to effectuate the
provisions of this paragraph, including the transfer of the
Securities and the money heretofore deposited with the Escrow
Agent under the Escrow Agreement to The Bank of New York, as
depositary for the Offer (the "Depositary").
If the closing of the purchase and sale of the
Securities in the manner contemplated herein, including the
payment of the consideration for the Sellers Securities, shall
not have occurred on July 17, 1997, then (i) Buyer shall cause
the Securities and the money deposited with the Escrow Agent
pursuant to the Escrow Agreement to be returned by the Depositary
to the Escrow Agent and thereafter will be held in escrow by the
Escrow Agent pursuant to the Escrow Agreement, (ii) the prior
paragraph of this letter agreement shall become null and void and
thereafter have no further force or effect, and (iii) the
Purchase Agreement and the Escrow Agreement shall remain
unaffected.
This letter agreement may be executed by the parties
hereto (including facsimile transmission) with separate
counterpart signature pages or in separate counterparts, each of
which when so executed and delivered shall be an original, but
all such counterparts shall together constitute one and the same
instrument.
Except as amended hereby, the Purchase Agreement and
the Escrow Agreement shall remain in full force and effect.
Very truly yours,
FMCC ACQUISITION CORP.
By:/s/ Albert G. Lowenthal
Name: Albert G. Lowenthal
Title: Chairman and CEO
Acknowledged, Accepted and Agreed to
as of the date first above written:
1888 LIMITED PARTNERSHIP
By:/s/Louis C. Baker
Name: Louis C. Baker
Title: General Partner
By:/s/Craig P. Baker
Name: Craig P. Baker
Title: General Partner
DST SYSTEMS, INC.
By:/s/Kenneth V. Hager
Name: Kenneth V. Hager
Title: Vice President and CFO
Receipt of the foregoing
is hereby Acknowledged:
THE BANK OF NEW YORK, as Escrow Agent
By:/s/Harley Jeanty
Name: Harley Jeanty
Title: Assistant Vice President
THE BANK OF NEW YORK, as Depositary
By:/s/Harley Jeanty
Name: Harley Jeanty
Title: Assistant Vice President
FMCC ACQUISITION CORP.
c/o Fahnestock & Co. Inc.
110 Wall Street (9th Floor)
New York, NY 10005
July 15, 1997
1888 Limited Partnership
DST Systems, Inc.
The Bank of New York, as Escrow Agent
Reference is made to that certain "Sellers" Escrow
Agreement dated as of June 11, 1997 ("Escrow Agreement"), among
Sellers, Buyer and the Escrow Agent. Capitalized terms used
herein shall have the respective meanings ascribed thereto in the
Escrow Agreement.
Simultaneously with the delivery of this letter,
Sellers have delivered to the Escrow Agent letters of transmittal
(the "Letters of Transmittal") to tender the Shares in the tender
offer of Buyer to purchase all the outstanding shares of Common
Stock of the Company (the "Offer").
Notwithstanding anything to the contrary in the Escrow
Agreement, Sellers and Buyer hereby jointly instruct the Escrow
Agent to deliver the Escrowed Property heretofore deposited with
the Escrow Agent under the Escrow Agreement to The Bank of New
York, as depositary for the Offer (the "Depositary"), together
with the Letters of Transmittal. Funds from the Deposit will be
used by the Depositary to pay for the Shares tendered in the
Offer.
If the Shares have not been accepted for payment by
Buyer and payment therefor shall not have occurred on July 17,
1997, then the tender of the Shares shall be deemed withdrawn and
(i) the Depositary shall return to the Escrow Agent, and the
Escrow Agent shall accept for deposit, the Escrowed Property, and
thereafter the Escrowed Property will be held in escrow by the
Escrow Agent pursuant to the Escrow Agreement, (ii) the prior
paragraph of this letter agreement shall become null and void and
thereafter have no further force or effect, and (iii) the Escrow
Agreement shall remain unaffected.
This letter agreement may be executed by the parties
hereto (including facsimile transmission) with separate
counterpart signature pages or in separate counterparts, each of
which when so executed and delivered shall be an original, but
all such counterparts shall together constitute one and the same
instrument.
Except as amended hereby, the Escrow Agreement remains
in full force and effect.
Very truly yours,
FMCC ACQUISITION CORP.
By:/s/Albert G. Lowenthal
Name: Albert G. Lowenthal
Title: Chairman and CEO
Acknowledged, Accepted and Agreed to
as of the date first above written:
1888 LIMITED PARTNERSHIP
By:/s/Louis C. Baker
Name: Louis C. Baker
Title: General Partner
By:/s/Craig P. Baker
Name: Craig P. Baker
Title: General Partner
DST SYSTEMS, INC.
By:/s/Kenneth V. Hager
Name: Kenneth V. Hager
Title: Vice President and CFO
THE BANK OF NEW YORK, as Escrow Agent
By:/s/Harley Jeanty
Name: Harley Jeanty
Title: Assistant Vice President
The foregoing is Accepted and Agreed to
as of the date first above written:
THE BANK OF NEW YORK, as Depositary
By:/s/Harley Jeanty
Name: Harley Jeanty
Title: Assistant Vice President
