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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 1997
CAPITAL BANCORP
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(Exact name of registrant as specified in its charter)
Florida 2-26080 59-2160717
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1221 Brickell Avenue, Miami, Florida 33131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 536-1500
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5: OTHER EVENTS.
Attached hereto as Exhibit 20.1 is the press release regarding the
issuance of the final order by the Comptroller of the State of Florida in
connection with the change in control application filed with the Florida
Department of Banking and Finance by Fana Holtz, Vice Chairman of Capital
Bancorp (the "Company"), Daniel M. Holtz, Chairman of the Board, Chief Executive
Officer and President of the Company, and Javier J. Holtz, Senior Vice President
of the Company, individually and as a group, to acquire and/or maintain a
controlling interest in Capital Bank through their ownership in and control of
the Company. As of February 14, 1997, Fana Holtz, Daniel Holtz and Javier Holtz
had the power to vote approximately 36.8%, 6.4% and 3.8% (47.0% in the
aggregate), respectively, of the Company's Common Stock (including shares of
Common Stock subject to options exercisable by such individuals within 60 days).
Item 7: FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
20.1 Press Release
SIGNATURE
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 hereunto duly authorized.
Dated: June 27, 1997 CAPITAL BANCORP
BY: /s/ Lucious T. Harris
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Lucious T. Harris, Senior Vice
President and Treasurer
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EXHIBIT 20.1
IMMEDIATE RELEASE
Contact: Bruce Rubin
Rubin Barney & Birger
(305) 448-7450
COMPTROLLER ISSUES FINAL ORDER IN
CAPITAL BANCORP CHANGE-IN-CONTROL PROCEEDING
MIAMI - June 17, 1997----Capital Bancorp (Nasdaq:CBCP) (the "Company")
today announced that the Comptroller of the State of Florida has issued an order
denying the application filed by Fana Holtz, the Vice Chairman of the Board of
the Company, Daniel Holtz, the Chairman of the Board, Chief Executive Officer
and President of the Company, and Javier Holtz, a Senior Vice President of the
Company (collectively, the "Applicants"), individually and as a group, to
acquire and/or maintain a controlling interest in Capital Bank through their
ownership in and control of the Company.
The Comptroller's order states that the Applicants must take such
actions within 90 days as are necessary so that members of the family do not
"own, control or have the power to vote 25% or more of any class of voting
securities" of the Company or the bank. In addition, any Applicant that desires
to remain as an officer or executive of Capital Bank may not "own, control or
have power to vote 10% or more of any class of voting securities" of the Company
or the bank. The Company has been advised that the Applicants will be appealing
the decision to the applicable District Court of Appeal of the State of Florida.
Capital Bancorp is the parent company of Miami-based Capital Bank,
which has 28 South Florida offices and total assets of $1.7 billion and deposits
of $1.1 billion as of March 31, 1997. Capital Bank owns approximately 81% of
Capital Factors Holding, Inc., a specialized financial services company
headquartered in Fort Lauderdale with offices in Los Angeles, New York,
Charlotte, North Carolina and Atlanta, Georgia. Capital Bancorp's Common Stock
is quoted on the Nasdaq National Market under the symbol "CBCP." Capital Factors
Holding, Inc.'s Common Stock is quoted on the Nasdaq National Market under the
symbol "CAPF."
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