UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
First of Michigan Capital Corporation
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
320862 10 5
(CUSIP Number)
Mr. Albert G. Lowenthal
c/o Fahnestock & Co. Inc.
110 Wall Street
New York, New York 10005
(212) 668-8000
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 31, 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 statement 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.
CUSIP No. 320862 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fahnestock & Co. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)__ (b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,510,386 Shares
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES __
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%
10 TYPE OF REPORTING PERSON CO
CUSIP No. 320862 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fahnestock Viner Holdings Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) __ (b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION Ontario
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,510,386 Shares
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES __
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%
10 TYPE OF REPORTING PERSON CO
CUSIP No. 320862 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Albert G. Lowenthal
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a)
OF A GROUP (b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,510,386 Shares
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES __
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%
10 TYPE OF REPORTING PERSON IN
This Amendment No. 4 amends and supplements the
Statement on Schedule 13D, as amended to date (the "Schedule
13D"), previously filed by the Reporting Persons (as defined
below), included as part of the Schedule 14D-1, as amended to
date (the "Schedule 14D-1"), previously filed by Fahnestock Viner
Holdings Inc., an Ontario corporation ("Holdings"), Fahnestock &
Co. Inc., a New York corporation ("Fahnestock"), and FMCC
Acquisition Corp., a Delaware corporation (the "Purchaser"). The
Schedule 13D relates to the common stock, par value $.10 per
share, of First of Michigan Capital Corporation, a Delaware
corporation (the "Company"). Capitalized terms used and not
defined in this Amendment have the respective meanings therefor
set forth in the Schedule 13D. Because the Schedule 13D was
included as part of the Schedule 14D-1, the item numbers and
responses thereto below are in accordance with the requirements
of Schedule 14D-1.
1. Each of "Item 3. Past Contracts, Transactions or
Negotiations with the Subject Company", "Item 4. Source and
Amount of Funds or Other Consideration", "Item 6. Interest in
Securities of the Subject Company", "Item 7. Contracts,
Arrangements, Understandings or Relationships with Respect to the
Subject Company's Securities" and "Item 10. Additional
Information" is hereby supplemented and amended by adding at the
end thereof the following information:
As the owner of more than 90% of the outstanding Shares
of the Company, Purchaser consummated a back-end "short-form"
merger of Purchaser with and into the Company on July 31, 1997.
Holders of Shares of the Company who did not tender their Shares
in the Offer will receive the merger consideration of US$15.00
net per Share or may exercise statutory appraisal rights. Notice
of the merger will be sent to the remaining shareholders
instructing them on the procedure to deliver their certificates
formerly representing Shares of the Company for the merger
consideration and informing them of their statutory appraisal
rights. Purchaser obtained funds required to pay the merger
consideration from Fahnestock through a capital contribution.
Following the merger, Purchaser ceased to exist and accordingly is
not included as a Reporting Person for purposes of this Schedule 13D.
2. "Item 11. Material to be Filed as Exhibits" is
hereby supplemented and amended by adding at the end thereof the
following information:
(a)(12) --Press Release issued by Holdings and the
Company on July 31, 1997.
3. Lowenthal specifically disclaims any beneficial
ownership of the Shares pursuant to Rule 13d-4.
4. For purposes of the Schedule 13D only, Lowenthal
is included as a "Reporting Person", together with Holdings and
Fahnestock.
5 Except as specifically provided herein, this
Amendment does not modify any of the information previously
reported on the Schedule 13D.
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.
Dated: August 6, 1997
FAHNESTOCK VINER HOLDINGS INC.
By: /s/ Albert G. Lowenthal
Name: Albert G. Lowenthal
Title: Chairman
FAHNESTOCK & CO. INC.
By: /s/ Albert G. Lowenthal
Name: Albert G. Lowenthal
Title: Chairman
/s/ Albert G. Lowenthal
Name: Albert G. Lowenthal
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
(a)(1) -Offer to Purchase dated June 11, 1997. *
(a)(2) -Letter of Transmittal. *
(a)(3) -Notice of Guaranteed Delivery. *
(a)(4) -Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees. *
(a)(5) -Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees. *
(a)(6) -Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9. *
(a)(7) -Press Release issued by Holdings and the Company
on June 12, 1997. *
(a)(8) -Press Release issued by Holdings and the Company
on June 18, 1997. *
(a)(9) -Supplement relating to the Offer to Purchase, dated
July 1, 1997. *
(a)(10) -Press Release issued by Holdings and the Company on
July 1, 1997. *
(a)(11) -Press Release issued by Holdings and the Company on
July 17, 1997. *
(a)(12) -Press Release issued by Holdings and the Company
on July 31, 1997. 9
(b) -None.
(c)(1) -Securities Purchase Agreement dated June 11, 1997, between
1888 Limited Partnership ("1888"), DST Systems Inc.
("DST" and together with 1888, the "Sellers") and Purchaser. *
(c)(2) -Sellers Escrow Agreement, dated June 11, 1997, among the
Sellers, The Bank of New York, as escrow agent (the
"Escrow Agent") and Purchaser. *
(c)(3) -Tender Offer Agreement dated June 11, 1997, among the
Sellers, the Company and FMCC Acquisition Corp. *
(c)(4) -Tender Escrow Agreement dated June 11, 1997, among
Sellers, the Company, Purchaser and the Escrow Agent. *
(c)(5) -Memorandum of Understanding dated June 11, 1997. *
(c)(6) -Letter Agreement, dated June 17, 1997, among the Sellers,
the Company and Purchaser, relating to the Tender Offer
Agreement. *
(c)(7) -Confidential Disclosure and Standstill Agreement
dated June 6, 1997 between the Company and Holdings. *
(c)(8) -Letter, dated June 25, 1997, to the Company from Purchaser
designating individuals to be elected to the Board
of Directors of the Company. *
(c)(9) -Letter, dated June 25, 1997, to the Sellers from Purchaser
designating individuals to be elected to the Board
of Directors of the Company. *
(c)(10) -Letter Agreement, dated July 15, 1997, between Sellers and
Purchaser, receipt of which was acknowledged by the
Escrow Agent and the Depositary. *
(c)(11) -Letter Agreement, dated July 15, 1997, among Sellers,
Purchaser, the Escrow Agent and the Depositary. *
(d) -None
(e) -Not applicable
(f) -None
* Previously filed
PRESS RELEASE
FAHNESTOCK VINER HOLDINGS INC. ANNOUNCES MERGER OF FORST OF MICHIGAN
CAPITAL CORPORATION AND FMCC ACQUISITION CORP.
New York, New York and Detroit, Michigan, July 31, 1997... As previously
announced, Fahnestock Viner Holdings Inc. (FVH on NYSE and FHV.A on TSE)
("Fahnestock") successfully completed its US$15.00 per share cash tender
offer (the "Offer") for all outstanding shares of common stock of First of
Michigan Corporation (FMG on CSE) ("First of Michigan") and accepted
for payment the 2,490,757 outstanding shares of common stock, that were
validly tendered and not withdrawn.
Today, as the owner of more than 90% of the outstanding common stock of
First of Michigan, FMCC Acquisition Corp. consummated a back-end "short-form"
merger of FMCC Acquisition Corp. with and into First of Michigan. Holders of
common stock of First of Michigan who did not tender their shares in the
Offer will receive the merger consideration of US$15.00 net per share or
may exercise statutory appraisal. Notice of the merger will be sent to the
remaining shareholders instructing them on the procedure to deliver their
certificates formerly representing shares of common stock of First of
Michigan for the merger consideration and their appraisal rights.
Fahnestock, through its principal subsidiary, Fahnestock & Co. Inc., is
engaged in securities brokerage and trading and offers investment advisory
and related financial services. Fahnestock employs approximately 525
investment executives and operates 49 retail branches principally in the
U.S. Northeast, Midwest and Florida.
First of Michigan, through its subsidiaries, is engaged in securities
brokerage and trading and investment banking. Its principal subsidiary,
First of Michigan Corporation, is a member of the New York Stock Exchange.
First of Michigan employs approximately 280 investment executives and
operates 34 retail branches, of which 33 are located in Michigan.
For further information:
Albert G. Lowenthal, Chairman and Chief Executive Officer
Fahnestock Viner Holdings Inc.
(212) 668-8000
Mark Shobe, President
First of Michigan Capital Corporation
(313) 259-2600
