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________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
------------------------
FIRST OF MICHIGAN CAPITAL CORPORATION
(NAME OF SUBJECT COMPANY)
FMCC ACQUISITION CORP.
FAHNESTOCK & CO. INC.
FAHNESTOCK VINER HOLDINGS INC.
(BIDDERS)
------------------------
COMMON STOCK, $.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
320862 10 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
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 ON BEHALF OF BIDDERS)
------------------------
COPY TO:
JAMES P. GERKIS, ESQ.
WHITMAN BREED ABBOTT & MORGAN LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 351-3000
________________________________________________________________________________
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This Amendment No. 1 supplements and amends the Tender Offer Statement on
Schedule 14D-1 (the 'Schedule 14D-1') filed with the Securities and Exchange
Commission on June 18, 1997, by FMCC Acquisition Corp. ('Purchaser'), Fahnestock
& Co. Inc. ('Fahnestock') and Fahnestock Viner Holdings Inc. ('Holdings'),
relating to a tender offer to purchase all outstanding shares of common stock,
par value $.10 per share, of First of Michigan Capital Corporation, a Delaware
corporation, at $15.00 per share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated June 18,
1997 (the 'Offer to Purchase'), as amended and supplemented by the Supplement
relating thereto, dated June 30, 1997 (the 'Supplement'), and in the related
Letter of Transmittal (which, together with the Offer to Purchase and the
Supplement constitute the 'Offer'). Purchaser and Fahnestock are wholly owned
subsidiaries of Holdings. Copies of the Offer are filed as Exhibits hereto.
Unless otherwise defined herein, all capitalized terms used herein shall have
the respective meanings given such terms in the Schedule 14D-1.
This Amendment No. 1 to the Schedule 14D-1 also constitutes Amendment No. 2
to the Statement on Schedule 13D included as part of the Schedule 14D-1, as
amended by Amendment No. 1 to the Statement on Schedule 13D filed with the
Securities and Exchange Commission on June 20, 1997 (the 'Schedule 13D'), with
respect to Shares that any of the Reporting Persons (as defined in the Schedule
13D) may be deemed to beneficially own as a result of the Purchaser's entering
into that certain Securities Purchase Agreement dated as of June 11, 1997, among
the Purchaser, 1888 Limited Partnership and DST Systems, Inc. The item numbers
and responses thereto below are in accordance with the requirements of Schedule
14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby supplemented and amended by adding at the end thereof
as follows:
The information set forth in the Supplement is incorporated herein by
reference.
ITEM 2. IDENTITY AND BACKGROUND.
Items 2(a)-(d), (g) are hereby supplemented and amended by adding at the
end thereof as follows:
The information set forth in the Supplement is incorporated herein by
reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
Items 3(a)-(b) are hereby supplemented and amended by adding at the end
thereof as follows:
The information set forth in the Supplement is incorporated herein by
reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Items 5(a)-(e) are hereby supplemented and amended by adding at the end
thereof as follows:
The information set forth in the Supplement is incorporated herein by
reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Items 6(a) and (b) are hereby supplemented and amended by adding at the end
thereof as follows:
The information set forth in the Supplement is incorporated herein by
reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby supplemented and amended by adding at the end thereof as
follows:
The information set forth in the Supplement is incorporated herein by
reference.
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ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Item 8 is hereby supplemented and amended by adding at the end thereof as
follows:
The information set forth in the Supplement is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(a) and (f) are hereby supplemented and amended by adding at the
end thereof as follows:
The information set forth in the Supplement is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by adding
the following:
<TABLE>
<S> <C>
(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.
(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.
</TABLE>
3
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: July 1, 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
FMCC ACQUISITION CORP.
By: /S/ ALBERT G. LOWENTHAL
...........................
Name: Albert G. Lowenthal
Title: Chairman
/S/ ALBERT G. LOWENTHAL*
.............................
Albert G. Lowenthal
- ------------
*For purposes of Amendment No. 2 to the Schedule 13D only.
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
- -------- --------------------------------------------------------------------------------------------------- ----
<S> <C> <C>
(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................................
(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, between Fahnestock, Sellers, the Company and
Purchaser....................................................................................... *
(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........................................................
(d) -- None............................................................................................
(e) -- Not applicable..................................................................................
(f) -- None............................................................................................
</TABLE>
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* Previously filed.
5
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SUPPLEMENT RELATING TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
FIRST OF MICHIGAN CAPITAL CORPORATION
AT
$15.00 NET PER SHARE
BY
FMCC ACQUISITION CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
FAHNESTOCK VINER HOLDINGS INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, JULY 16, 1997, UNLESS THE OFFER IS
EXTENDED.
THE BOARD OF DIRECTORS OF FIRST OF MICHIGAN CAPITAL CORPORATION HAS
APPROVED THE OFFER REFERRED TO HEREIN AND DETERMINED THAT THE TERMS OF THE OFFER
ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY AND
RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER ALL
THEIR SHARES PURSUANT THERETO.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE SATISFACTION OF
CERTAIN TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE (AS HEREINAFTER
DEFINED). SEE 'TENDER OFFER -- CERTAIN CONDITIONS TO THE OFFER' IN THE OFFER TO
PURCHASE.
THE OFFER IS PART OF A PLAN OF FAHNESTOCK VINER HOLDINGS INC. AND ITS
INDIRECT WHOLLY OWNED SUBSIDIARY, FMCC ACQUISITION CORP., TO ACQUIRE ALL THE
SHARES (AS DEFINED IN THE OFFER TO PURCHASE).
------------------------
IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's
Shares should either (i) complete and sign the Letter of Transmittal (or a
facsimile copy thereof) in accordance with the instructions in the Letter of
Transmittal, mail or deliver the Letter of Transmittal or such facsimile and all
other required documents to the Depositary and either deliver the certificates
for such Shares to the Depositary along with the Letter of Transmittal or tender
such Shares pursuant to the procedure for book-entry transfer set forth in
'TENDER OFFER -- Procedure for Tendering Shares' in the Offer to Purchase, or
(ii) request such stockholder's broker, dealer, bank, trust company or other
nominee to effect the transaction for such stockholder. A stockholder whose
Shares are registered in the name of a broker, dealer, bank, trust company or
other nominee must contact such person if he or she desires to tender such
Shares.
A stockholder who desires to tender Shares and whose certificates for such
Shares are not immediately available and who cannot comply with the procedures
for book-entry transfer prior to the expiration of the Offer, may tender such
Shares by following the procedure for guaranteed delivery set forth in 'TENDER
OFFER -- Procedure for Tendering Shares' in the Offer to Purchase.
Questions and requests for assistance may be directed to the Information
Agent or to the Dealer Manager at their respective addresses and telephone
numbers set forth on the back cover of this Supplement. Additional copies of the
Offer to Purchase, this Supplement, the Letter of Transmittal, the Notice of
Guaranteed Delivery and other related materials may be obtained from the
Information Agent or from brokers, dealers, commercial banks and trust
companies.
------------------------
The Dealer Manager for the Offer is:
FAHNESTOCK & CO. INC.
July 1, 1997
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TO THE STOCKHOLDERS OF
FIRST OF MICHIGAN CAPITAL CORPORATION:
The following information amends and supplements the Offer to Purchase,
dated June 18, 1997 (the 'Offer to Purchase'), of FMCC Acquisition Corp., a
Delaware corporation ('Purchaser'), and the indirect wholly owned subsidiary of
Fahnestock Viner Holdings Inc., an Ontario corporation ('Holdings'), pursuant to
which Purchaser is offering to purchase all outstanding shares of Common Stock,
$.10 par value per share, of First of Michigan Capital Corporation, a Delaware
corporation (the 'Company'), at a purchase price of $15.00 per share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase, as amended and supplemented by this
Supplement, and in the related Letter of Transmittal (which, together with any
amendments or supplements hereto or thereto, collectively constitute the
'Offer'). Capitalized terms used and not defined herein shall have the meanings
assigned to them in the Offer to Purchase.
1. EXPIRATION DATE; EXTENSION. The Offer and withdrawal rights will expire
at 12:00 Midnight, New York City time, on Wednesday, July 16, 1997 (or any other
date and time then set as the Expiration Date), unless the Offer is extended.
There can be no assurance that Purchaser will exercise any right to extend
the Offer. Any extension, waiver, amendment or termination of the Offer will be
followed as promptly as practicable by public announcement thereof. In the case
of an extension, Rule 14e-1(d) under the Securities Exchange Act of 1934, as
amended (the 'Exchange Act'), requires that the announcement be issued no later
than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date in accordance with the public announcement
requirements of Rule 14d-4(c) under the Exchange Act, subject to applicable law
(including Rules 14d-4(c) and 14d-6(d) under the Exchange Act which require that
any material change in the information published, sent or given to stockholders
in connection with the Offer be promptly disseminated to stockholders in a
manner reasonably designed to inform stockholders of such change). Without
limiting the obligation of Purchaser under such rules or the manner in which
Purchaser may choose to make any public announcement, Purchaser will not have
any obligation to publish, advertise or otherwise communicate any such public
announcement other than by issuing a release to the Dow Jones News Service. See
the sections entitled 'TENDER OFFER -- Terms of the Offer' and ' -- Certain
Agreements -- The Tender Offer Agreement' in the Offer to Purchase.
2. FAIRNESS OPINION. Duff & Phelps, LLC has delivered to the Board of
Directors of the Company its opinion to the effect that, as of June 24, 1997,
the terms and conditions of the Offer are fair and reasonable to the
stockholders of the Company from a financial point of view. Such opinion is set
forth in full as an annex to the Company's Solicitation/Recommendation Statement
on Schedule 14D-9 filed with the Commission, a copy of which is being mailed to
stockholders of the Company concurrently herewith.
3. HSR ACT. On June 25, 1997, each of the Company and Purchaser was
notified that early termination of the waiting period under the HSR Act
applicable to the purchase of Shares pursuant to the Offer and the Purchase
Agreement was granted by the Federal Trade Commission. Accordingly, this
condition to the purchase of Shares pursuant to the Offer and the Purchase
Agreement has been satisfied.
4. SELLERS SHARES. If agreed to by Sellers and Purchaser, the mechanics of
the closing of the purchase of the Sellers Shares pursuant to the Purchase
Agreement may be effected by a tender of the Sellers Shares in the Offer.
5. COVER PAGE; INTRODUCTION. Each of (i) the first paragraph on the cover
page of the Offer to Purchase, and (ii) the third paragraph of the section
entitled 'INTRODUCTION' in the Offer to Purchase is hereby amended by replacing
such paragraph in its entirety with the following:
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER AND
DETERMINED THAT THE TERMS OF THE OFFER ARE FAIR TO, AND IN THE BEST
INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY AND RECOMMENDS THAT THE
STOCKHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER ALL OF THEIR SHARES
PURSUANT THERETO.
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6. PRICE RANGE OF THE SHARES. The section entitled 'TENDER OFFER -- Price
Range of the Shares; Dividends on the Shares' in the Offer to Purchase is hereby
supplemented and amended by inserting the following at the end of such section:
The high and low sales prices per Share as reported in publicly
available resources for the second calendar quarter of 1997 were $14.75 and
$8.00, respectively. On June 30, 1997, the closing sale price per Share on
the Chicago Stock Exchange was $14.63. STOCKHOLDERS ARE URGED TO OBTAIN
CURRENT MARKET QUOTATIONS FOR THE SHARES.
7. BACKGROUND OF THE OFFER.
a. The section entitled 'TENDER OFFER -- Background of the Offer' in the
Offer to Purchase is hereby supplemented and amended by inserting the following
at the end of the sixth paragraph of such section:
On June 6, 1997, Holdings entered into a Confidential Disclosure and
Standstill Agreement, dated June 6, 1997, with the Company (the
'Confidentiality Agreement'), in which Holdings agreed, among other things,
to treat as confidential any information provided to it by or on behalf of
the Company, and Holdings and Purchaser agreed that, if discussions were
abandoned by the parties, Holdings would be subject to certain restrictions
on its ability to engage in certain actions involving the Company and its
assets. Subsequent thereto, the Company has supplied Holdings with certain
confidential, non-public information about the Company.
b. The section entitled 'TENDER OFFER -- Background of the Offer' in the
Offer to Purchase is hereby supplemented and amended by inserting the following
at the end of such section:
On June 24, 1997, Duff & Phelps, LLC delivered to the Board of
Directors of the Company its opinion to the effect that, as of June 24,
1997, the terms and conditions of the Offer are fair and reasonable to the
stockholders of the Company from a financial point of view.
8. CERTAIN AGREEMENTS. The section entitled 'TENDER OFFER -- Certain
Agreements' in the Offer to Purchase is hereby supplemented and amended by
inserting the following at the end of such section:
Confidentiality Agreement
The following is a summary of the material terms of the
Confidentiality Agreement between the Company and Holdings. This summary is
not a complete description of the terms and conditions thereof and is
qualified in its entirety by reference to the full text thereof, which is
incorporated herein by reference and a copy of which has been filed with
the Commission as an exhibit to Amendment No. 1 to the Schedule 14D-1 filed
with the Commission pursuant to the Exchange Act. The Confidentiality
Agreement may be examined, and copies thereof may be obtained, as set forth
under 'TENDER OFFER -- Certain Information Concerning the Company.'
Pursuant to the terms of the Confidentiality Agreement, the Company
agreed to disclose certain information of a confidential or proprietary
nature to Holdings in connection with the proposed acquisition of the
Company by Holdings. In the Confidentiality Agreement, Holdings agreed that
it and its representatives and agents would treat as confidential all
information concerning the Company furnished by the Company or on behalf of
the Company, except for such information which (i) becomes lawfully
available to the public other than as a result of a disclosure by Holdings,
its representatives or its agents, (ii) was lawfully available to Holdings
on a non-confidential basis prior to its disclosure to Holdings by the
Company or its agents or representatives, or (iii) lawfully becomes
available to Holdings on a non-confidential basis from a source other than
the Company or its agents or representatives, provided that such source is
not bound by a confidentiality agreement with the Company of which Holdings
has been made aware.
The Confidentiality Agreement further provides that neither party,
without the other party's prior written consent, will disclose to any
person any information concerning discussions or negotiations in connection
with the proposed acquisition of the Company by Holdings or any of the
terms, conditions, or other facts with respect thereto including the status
thereof. Holdings also agreed that for a period of two years following the
date of the Confidentiality Agreement, it will not purchase or offer to
purchase any material assets or any securities of the Company or propose
2
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any merger or other business combination involving the Company except
pursuant to a transaction to be approved by the Board of Directors of the
Company and only if specifically invited in writing by the Company to do
so. The requirement for an invitation in writing has been satisfied by the
execution and delivery of the Tender Offer Agreement and the MOU. In
addition, for a period of two years after the date of the Confidentiality
Agreement, Holdings agreed that it will not, without the Company's prior
written consent (which consent has been given by the Company through the
execution and delivery of the Tender Offer Agreement and the MOU), (i)
make, or in any way participate in, any solicitation of proxies to vote, or
seek to advise or influence any person or entity with respect to the voting
of any voting securities of the Company, (ii) form, join, or in any way
participate in a 'group' within the meaning of Section 13(d)(3) of the
Exchange Act with respect to any voting securities of the Company, or (iii)
otherwise seek to control the management, Board of Directors or policies of
the Company; provided, however, these provisions shall not apply to
Holdings if another entity enters into a business combination with the
Company or initiates a tender offer for the Company's securities.
In addition, the Company and Holdings each agreed for a period of two
years after the date of the Confidentiality Agreement not to solicit any of
the other's current officers or employees with which it had contact or who
were identified to it during Holdings' due diligence review of the Company
without the prior written consent of the other party.
9. BOARD REPRESENTATION. The section entitled 'TENDER OFFER -- Board
Representation' in the Offer to Purchase is hereby supplemented and amended by
inserting the following at the end of such section:
The Offer also is conditioned on the Board of Directors consisting, at
the time Shares are accepted for payment, solely of designees of Purchaser.
See 'TENDER OFFER -- Certain Conditions to the Offer.' Purchaser has
designated in writing the following individuals as its designees: Albert G.
Lowenthal (Chairman, Chief Executive Officer and Director of Holdings);
Elaine K. Roberts (President, Treasurer and Director of Holdings); A. Winn
Oughtred (Secretary and Director of Holdings); Edward Soule (Chairman of
the Company); and Mark Shobe (President of the Company).
Purchaser has been informed that the Compensation/Stock Option
Committee of the Board of Directors of the Company has authorized the
Company to pay Edward Soule ('Soule'), Chairman of the Board of Directors
of the Company, a special bonus in the amount of $100,000 to compensate him
for extraordinary service rendered to the Company beyond his original
commitment and to encourage him to remain as Chairman and to assist the
Company in the resolution of its management difficulties through a business
combination or acquisition. Such bonus is to be paid to Soule at such time
as the then members of the Compensation/Stock Option Committee no longer
serve in such capacity, but not later than July 31, 1997.
10. APPROVAL BY THE BOARD OF DIRECTORS OF THE COMPANY. The section entitled
'TENDER OFFER -- Approval by the Board of Directors of the Company' in the Offer
to Purchase is hereby supplemented and amended by inserting at the end of such
section the following:
The Board of Directors of the Company has approved the Offer and
determined that the terms of the Offer are fair to, and in the best
interests of, the stockholders of the Company and recommends that the
stockholders of the Company accept the Offer and tender all of their Shares
pursuant thereto.
FMCC ACQUISITION CORP.
July 1, 1997
3
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[THIS PAGE INTENTIONALLY LEFT BLANK]
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Facsimile copies of the Letter of Transmittal, properly completed and duly
signed, will be accepted. The Letter of Transmittal, certificates for the Shares
and any other required documents should be sent or delivered by each stockholder
of the Company or his broker, dealer, commercial bank, trust company or other
nominee to the Depositary at one of the addresses set forth below:
The Depositary for the Offer is:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
By Hand:
or
By Mail: By Facsimile Transmission: Overnight Courier:
Tender & Exchange (212) 815-6213 Tender & Exchange Department
P.O. Box 11248 (For Eligible Institutions Only) 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, NY 10286-1248 New York, New York 10286
</TABLE>
For Confirmation Telephone:
(800) 507-9357
Any questions or requests for assistance or additional copies of the Offer
to Purchase, this Supplement, the Letter of Transmittal and Notice of Guaranteed
Delivery may be directed to the Information Agent or the Dealer Manager at their
respective telephone numbers and locations listed below. Stockholders may also
contact their broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Offer.
The Information Agent for the Offer is:
BEACON HILL PARTNERS, INC.
90 Broad Street
20th Floor
New York, New York 10004
Banks and Brokers please call:
(212) 843-8500
Toll Free: (800) 854-9486
The Dealer Manager for the Offer is:
[Logo]
Fahnestock & Co. Inc.
110 Wall Street, 9th Floor
New York, New York 10015
Call: (212) 668-8000 (collect)
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PRESS RELEASE
BOARD OF FIRST OF MICHIGAN CAPITAL CORPORATION RECOMMENDS
ACCEPTANCE OF FAHNESTOCK VINER HOLDINGS INC. OFFER
New York, New York and Detroit, Michigan, July 1, 1997
- --Fahnestock Viner Holdings Inc. (FVH on NYSE and FHV.A on TSE) ('Fahnestock'),
and First of Michigan Capital Corporation (FMG on CSE) ('First of Michigan'),
announced today that the Board of Directors of First of Michigan has recommended
that the stockholders of First of Michigan accept and tender their shares
pursuant to the previously announced tender offer by Fahnestock's indirect
wholly owned subsidiary for all outstanding shares of the common stock of First
of Michigan at a price of U.S. $15.00 per share in cash (the 'Offer').
Fahnestock and First of Michigan also announced that they have received notice
from the Federal Trade Commission of the early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with
respect to the Offer and the related acquisition of shares of common stock
from two of First Michigan's stockholders.
In its Schedule 14D-9 filed today with the Securities and
Exchange Commission (the 'Commission'), First of Michigan stated that the
Board of Directors' recommendation to accept the Offer is based upon its
determination that the offer is fair to, and in the best interests of, the
stockholders of First of Michigan. First of Michigan also stated in its
Schedule 14D-9 that it had received the opinion of Duff & Phelps, LLC to the
effect that the terms and conditions of the Offer are fair and reasonable to
the stockholders of First of Michigan from a financial point of view. In
reaching its determination to recommend acceptance of the Offer, the Board of
Directors of First of Michigan considered the fairness opinion of Duff &
Phelps, LLC and other factors.
Fahnestock filed its Schedule 14D-1 on June 18, 1997 with the
Commission and Amendment No. 1 to the Schedule 14D-1 today with the Commission.
The Offer and withdrawal rights will expire at 12:00 Midnight,
New York City time, on Wednesday, July 16, 1997, unless the Offer is extended.
The Bank of New York is the depositary for the Offer. Fahnestock & Co. Inc. is
the Dealer Manager and Beacon Hill Partners, Inc. is the Information Agent for
the Offer.
Fahnestock Viner Holdings Inc., 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 branch offices
principally in the U.S. Northeast, Midwest and Florida.
First of Michigan Capital Corporation, through its subsidiaries,
is engaged in securities brokerage and trading and investment banking. Its
principal subsidiary, First of Michigan Corporation, is a member firm of the New
York Stock Exchange. First of Michigan employs approximately 280 investment
executives and operates 34 retail branch offices, of which 33 are located in
Michigan.
<PAGE>
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* * * * *
For further information, contact:
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
-2-
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EXHIBIT (c)(7)
CONFIDENTIAL DISCLOSURE AND STANDSTILL AGREEMENT
------------------------------------------------
THIS AGREEMENT is made effective as of the 6th day of June, 1997, by
and between First of Michigan Capital Corporation (the "Company") and Fahnestock
Viner Holdings, Inc. ("Buyer"), with the Company and Buyer sometimes referred to
herein as the "Parties" or individually as the "Party". "Buyer" shall include
all parents, subsidiaries and other affiliates of Buyer.
WITNESSETH
WHEREAS, the Company and Buyer are contemplating the possibility of a
transaction between them (the "Transaction"), and
WHEREAS, the Company will be disclosing certain data and other
information of a confidential or proprietary nature to Buyer in connection with
the due diligence review of the Company in connection with the Transaction, and
WHEREAS, the Company is willing to disclose such information, on a
confidential basis, to Buyer to enable Buyer to perform its due diligence of the
Company.
NOW, THEREFORE, the Parties hereto agree as follows:
1. Buyer agrees to treat confidentially information concerning the
Company, including, but not limited to, information concerning its business,
operations, assets, liabilities, business prospects, acquisitions, financial
projections and financial condition, furnished by the Company or on behalf of
the Company to Buyer, including any other information or notes derived by Buyer
or its financial advisors, independent auditors, legal counsel or other agents
or representatives from any such information (herein collectively referred to as
the "Diligence Material"). For purposes of this Agreement, the phrase "Diligence
Material" shall not include information which (i) becomes lawfully available to
the public other than as a result of a disclosure by Buyer, its representatives
or its agents, (ii) was lawfully available to Buyer on a non-confidential basis
prior to its disclosure by Buyer by the Company or its agents or
representatives, or (iii) lawfully becomes available to Buyer on a
non-confidential basis from a source other than the Company or its agents or
representatives provided that such source is not bound by a confidentiality
agreement with the Company of which Buyer has been made aware.
2. It is hereby agreed that the Diligence Material will be used by
Buyer and its agents and representatives only for due diligence purposes, that
the Diligence Material will be kept confidential by Buyer, its agents and
representatives and that Buyer and its agents and representatives will make no
commercial use of the Diligence Material without the prior written agreement to
the Company; provided, however, that (i) any of such information may be
disclosed to Buyer's directors, officers, employees, agents and representatives
who need to know such information for the purpose of performing due diligence of
the Company and evaluating the Transaction (it being understood that such
directors, officers, employees, agents and representatives shall be informed by
Buyer of the confidential nature of such information and shall be directed by
Buyer to treat such information confidentially and not to use the information to
the Company's detriment and Buyer shall be responsible for any breach of this
<PAGE>
<PAGE>
Agreement by such directors, officers, employees, agents or representatives),
(ii) any other disclosure of such information may be made to which the Company
consents in writing, or (iii) disclosure of such information may be made if
pursuant to the order or requirement of a court, administrative agency or other
governmental body. If Buyer, its agents or representatives receive a request or
requirement to disclose the Diligence Material as provided in (iii) above, they
shall promptly notify the Company so that the Company may seek a protective
order or other appropriate remedy and/or waive compliance with the provisions of
this Agreement. In the vent that such a protective order or other remedy is not
timely obtained, or that the Company waives compliance with the provisions of
this Agreement, Buyer and its agents and representatives will furnish only that
portion of the Due Diligence Material which counsel reasonably acceptable to the
Company advises is legally required and will exercise their best efforts to
obtain reliable assurance that confidential treatment will be accorded the
Diligence Material.
3. Without the other Party's prior written consent, each Party will
not, and will direct its directors, officers, employees, agents and
representatives not to, disclose to any person information concerning the
discussions or negotiations in connection with the Transaction or any of the
terms, conditions, or other facts with respect to the Transaction including the
status thereof; provided, that if in the opinion of one Party's counsel
disclosure is required by applicable law, regulation or rule, such Party may
make such disclosure after notifying the other Party of the reasons and the text
of the proposed disclosure. Any press release with respect to the Transaction
shall be jointly agreed to by Buyer and the Company. The term "person" as used
herein shall include, without limitation, any corporation, company, partnership
and individual.
4. Except as may otherwise be expressly set forth in a definitive
agreement between the parties entered into to effect the Transaction, the
Company shall not be deemed to make or have made any representation or warranty
as to the accuracy or completeness of any Diligence Material furnished
hereunder.
5. Buyer hereby acknowledges that it is aware (and that its directors,
officers, employees, agents and representatives who are apprised of the matter
have been, or upon becoming so apprised will be, advised) of the restrictions
(including the restrictions regarding transactions in securities) imposed by the
United States federal securities laws on a person possessing material non-public
information about a public company such as the Company.
6. Buyer hereby agrees that for a period of two years after the date
hereof, it will not, directly or indirectly, purchase or offer to purchase any
material assets or any securities of the Company or propose any merger or other
business combination involving the Company ("Business Combination") except
pursuant to a transaction to be approved by the Board of Directors of the
Company and only if specifically invited in writing by the Company to do so;
provided that, to the extent consistent with obligations under applicable law,
Buyer shall be permitted to purchase up to one percent of the issued and
outstanding shares of Common Stock of the Company without violating the
foregoing restriction. In addition, for a period of two years after the date
thereof, Buyer will not, without the Company's prior written consent, (a) make,
or in any way participate, directly or indirectly, in any "solicitation" of
"proxies" to vote (as such terms are used in the proxy rules of the Securities
and Exchange Commission), or seek to advise or influence any person or entity
with respect to the voting of any voting securities of the Company, (b) form,
join or in any way participate in a "group" within the meaning of
-2-
<PAGE>
<PAGE>
Section 13(d)(3) of the Securities Exchange Act of 1934 with respect to any
voting securities of the Company, or (c) otherwise act, alone or in concert with
others, to seek to control the management, Board of Directors, or policies of
the Company. The above provisions of this paragraph 6 shall not apply to Buyer
if another entity enters into a Business Combination with the Company or
initiates a tender offer for the Company securities. Buyer also agrees during
such two-year period not to (i) request the Company or its advisors, directly or
indirectly, to amend or waive any provision of this paragraph (including this
sentence), or (ii) take any initiative in respect of the Company which would,
upon the advice of counsel, reasonably require the Company to make a public
announcement regarding the possibility of Buyer acquiring control of the Company
whether by means of a business combination or otherwise. Buyer also agrees that,
for a period of two years after the date hereof, neither it nor any of its
affiliates will solicit to employ any of the current officers or employees of
the Company with whom Buyer had contact, or who was specifically identified to
Buyer, during the period of Buyer's diligence review of the Company, so long as
they are employed by the Company, without the prior written consent of the
Company. The Company agrees that, for a period of two years after the date
hereof, neither it nor any of its affiliates will solicit to employ any of the
current officers or employees of Buyer with whom the Company had contact, or who
was specifically identified to the Company, during the period of Buyer's
diligence review of the Company, so long as they are employed by Buyer, without
the prior written consent of Buyer.
7. In the event that the Parties do not enter into a definitive
agreement with respect to the Transaction within six (6) months from the date
hereof, Buyer, upon request of the Company, will deliver to the Company all
written Diligence Material furnished, without retaining copies thereof. In the
case of any other information or notes derived from the Diligence Material, the
same shall be promptly destroyed.
8. Buyer agrees to reimburse, indemnify and hold harmless the Company
and its affiliates, employees, investment bankers, legal counsel and other
agents and representatives from any damage, loss or expense incurred by them as
a result of the use of the Diligence Material contrary to the terms of this
Agreement.
9. It is understood and agreed that money damages would not be a
sufficient remedy for any breach of this Agreement by either Party, their
employees, officers, directors, agents or representatives and that the Parties
shall be entitled to specific performance as a remedy for any such breach. Such
remedy shall not be deemed to be the exclusive remedy for any such breach of
this Agreement, but shall be in addition to all other remedies available at law
or equity or either Party.
10. It is further understood and agreed that no failure to delay by
either Party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any right, power or
privilege hereunder. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
11. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.
-3-
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Parties hereto have executed this Confidential
Disclosure and Standstill Agreement as of the date first above set forth.
FIRST OF MICHIGAN CAPITAL CORPORATION
By: /s/ Edward Soule
----------------------------------
Title: Chairman
-------------------------------
FAHNESTOCK VINER HOLDINGS, INC.
FAHNSTOCK & CO, INC., BUYER
By: /s/ Albert G. Lowenthal
----------------------------------
Title: Chairman and CEO
-------------------------------
-4-
<PAGE>
<PAGE>
EXHIBIT (c)(8)
FMCC ACQUISITION CORP.
110 Wall Street
New York, NY 10005
June 25, 1997
First of Michigan Capital Corporation
100 Renaissance Center
26th Floor
Detroit, Michigan 48243
Attn: Chairman
1888 Limited Partnership
c/o Day, Berry & Howard
One Canterbury Green
Stamford, CT 06091
DST Systems, Inc.
1055 Broadway
Kansas City, MO 64105
Re: Board of Directors of
First of Michigan Capital Corporation
-------------------------------------
Dear Sirs:
Reference is made to that certain Tender Offer Agreement dated as
of June 11, 1997, as amended (the "Tender Offer Agreement"), among First of
Michigan Capital Corporation (the "Company"), FMCC Acquisition Corp. ("Buyer"),
1888 Limited Partnership and DST Systems, Inc. Unless otherwise defined herein,
capitalized terms used herein shall have the respective meanings ascribed
thereto in the Tender Offer Agreement.
Under the Tender Offer Agreement and under the terms and
conditions stated in the Offer to Purchase, dated June 18, 1997, of Buyer, it is
a condition, among other conditions, of Buyer's obligation to accept for
payment, and pay for, any shares of Common Stock tendered pursuant to the Offer
that the Board of Directors of the Company shall be composed of designees of
Buyer immediately prior to and at the time Buyer accepts the shares of Common
Stock for payment, provided Buyer shall have used its best efforts to make such
designations prior to the expiration of the Offer.
Buyer hereby designates the following individuals as its
designees to be elected to the Board of Directors of the Company:
<PAGE>
<PAGE>
1. Mr. Albert G. Lowenthal
Fahnestock & Co.
110 Wall Street
New York, NY 10005
2. Ms. Elaine K. Roberts
Fahnestock Viner Holdings Inc.
20 Eglinton Avenue West
Suite 1110
P.O. Box 2015
Toronto, Ontario M4R 1K8
3. Mr. A. Winn Oughtred
Borden & Elliot
Scotia Plaza
40 King Street West
Toronto, Ontario M5H 3Y4
4. Mr. Edward Soule
First of Michigan Capital Corporation
100 Renaissance Center
26th Floor
Detroit, Michigan
5. Mr. Mark Shobe
First of Michigan Capital Corporation
100 Renaissance Center
26th Floor
Detroit, Michigan
Very truly yours,
FMCC ACQUISITION CORP.
By: /s/ Albert G. Lowenthal
-----------------------------
Albert G. Lowenthal
Chairman and CEO
cc: Sonnenschein Nath & Rosenthal
4520 Main Street
Kansas City, Missouri 64111
Attn: John F. Marvin, Esq.
<PAGE>
<PAGE>
EXHIBIT (c)(9)
FMCC ACQUISITION CORP.
110 Wall Street
New York, NY 10005
June 25, 1997
1888 Limited Partnership
c/o Day, Berry & Howard
One Canterbury Green
Stamford, CT 06091
Attn: William H. Cuddy, Esq.
DST Systems, Inc.
1055 Broadway
Kansas City, MO 64105
Re: Board of Directors of
First of Michigan Capital Corporation
-------------------------------------
Dear Sirs:
Reference is made to that certain Securities Purchase Agreement
dated as of June 11, 1997 (the "Purchase Agreement"), among FMCC Acquisition
Corp., 1888 Limited Partnership and DST Systems, Inc. Unless otherwise defined
herein, capitalized terms used herein shall have the respective meanings
ascribed thereto in the Purchase Agreement.
Under the Purchase Agreement, it is a condition, among other
conditions, of Buyer's obligation to purchase the Securities under the Purchase
Agreement that the Board of Directors of the Company shall be composed of
designees of Buyer at the Closing Time, provided Buyer shall have used its best
efforts to make such designations prior to the Closing Time.
Buyer hereby designates the following individuals as its
designees to be elected to the Board of Directors of the Company:
1. Mr. Albert G. Lowenthal
Fahnestock &. Co.
110 Wall Street
New York, NY 10005
<PAGE>
<PAGE>
2. Ms. Elaine K. Roberts
Fahnestock Viner Holdings Inc.
20 Eglinton Avenue West
Suite 1110
P.O. Box 2015
Toronto, Ontario M4R 1K8
3. Mr. A. Winn Oughtred
Borden & Elliot
Scotia Plaza
40 King Street West
Toronto, Ontario M5H 3Y4
4. Mr. Edward Soule
First of Michigan Capital Corporation
100 Renaissance Center
26th Floor
Detroit, Michigan
5. Mr. Mark Shobe
First of Michigan Capital Corporation
100 Renaissance Center
26th Floor
Detroit, Michigan
Very truly yours,
FMCC ACQUISITION CORP.
By: /s/ Albert G. Lowenthal
---------------------------------
Albert G. Lowenthal
Chairman and CEO
cc: Sonnenschein Nath & Rosenthal
4520 Main Street
Kansas City, Missouri 64111
Attn: John F. Marvin, Esq.
<PAGE>
