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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): May 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 findings and conclusions by the Administrative Law Judge in
connection with the Formal Administrative Hearing on 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, 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: May 22, 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: Lucious T. (Tim) Harris, Treasurer
Capital Bancorp
(305) 536-1677
Jean Woodcock
Rubin Barney & Birger
(305) 448-7450
ADMINISTRATIVE LAW JUDGE ISSUES FINDINGS AND CONCLUSIONS IN
CAPITAL BANCORP CHANGE-IN-CONTROL PROCEEDINGS
MIAMI -May 19, 1997----Capital Bancorp (NASDAQ:CBCP) (the "Company")
today announced that the Administrative Law Judge issued her findings and
conclusions last Friday in connection with the application filed by Fana Holtz,
Daniel Holtz and Javier Holtz to acquire and/or maintain a controlling interest
in Capital Bank through their ownership in and control of the Company. The
Administrative Law Judge concluded that the evidence presented in the
proceeding did not support a finding that the applicants have met the statutory
criteria for control. Neither the Company nor its subsidiaries are parties to
the proceeding.
The Company indicated that the findings and conclusions of the
Administrative Law Judge do not constitute a final ruling. The Company has been
advised that the applicants will be filing exceptions to certain of the
findings and conclusions. The findings and conclusions, together with the
applicants' exceptions, will be submitted to the Comptroller of the State of
Florida who will issue a decision on the application.
The Company also indicated that the application deals with the
ownership and voting of controlling shares of the Company, not with the
management or operation of the Company, and does not believe that the
Administrative Law Judge's findings and conclusions will have a material
adverse effect on the financial condition or results of operations of the
Company.
Miami-based Capital Bank, with 28 South Florida offices, is a
wholly-owned subsidiary of Capital Bancorp, which had total assets of $1.7
billion and deposits of $1.1 billion as of March 31, 1997. Capital Bank owns
approximately 81 percent 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."
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