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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): October 29, 1997
CAPITAL BANCORP
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(Exact name of registrant as specified in its charter)
FLORIDA 0-26080 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 a press release regarding the
announcement by Capital Bancorp that, subject to the satisfaction of certain
conditions, there has been a settlement in the derivative lawsuit and related
litigation matters affecting Capital Bancorp and its banking subsidiary, Capital
Bank.
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: October 30, 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
Weber/RBB
(305) 448-7450
CAPITAL BANCORP ANNOUNCES SETTLEMENT OF
DERIVATIVE LAWSUIT AND RELATED LITIGATION
MIAMI -- October 29, 1997 -- Capital Bancorp (Nasdaq: CBCP) announced
today that, subject to the satisfaction of certain conditions, there has been a
settlement of the derivative lawsuit and related litigation matters affecting
Capital Bancorp and its bank subsidiary, Capital Bank. These litigation matters,
entitled WORTON, ET AL. V. ABEL HOLTZ, ET AL. and ESFORMES, ET AL. V. ABEL
HOLTZ, ET AL., involved, among other things, certain allegations against Abel
Holtz, the former chairman of the board, chief executive officer and president
of Capital Bancorp and Capital Bank, and members of his family, who are
currently directors and/or officers of Capital Bancorp and Capital Bank. In
entering into the settlement, no party admitted any wrongdoing.
Under the terms of the settlement, Abel Holtz will surrender 140,000
shares of Capital Bancorp Common Stock to Capital Bancorp for cancellation. In
addition, Capital Bancorp will pay approximately $8.5 million to the plaintiffs'
counsel in the lawsuits. The settlement also involves the dismissal of the two
litigation matters with prejudice and the release of certain irrevocable proxies
that previously had been granted on shares of Capital Bancorp Common Stock held
by the plaintiffs. Such plaintiffs have agreed to vote their shares in favor of
the pending merger between Capital Bancorp and Union Planters Corporation, a
bank holding company based in Memphis, Tennessee (NYSE: UPC).
In addition, the parties have agreed to stay their appeals of the
denial of the change-in-control application filed by Fana Holtz, Daniel Holtz
and Javier Holtz to acquire and/or maintain a controlling interest in Capital
Bank. Upon consummation of the merger with Union Planters, the parties will file
a motion to dismiss their respective appeals of such denial as moot.
The settlement is subject to the lack of any objection by the relevant
bank regulatory authorities and approval of the merger between Capital Bancorp
and Union Planters Corporation
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by the shareholders of Capital Bancorp. A special meeting of the shareholders of
Capital Bancorp for consideration of the merger is scheduled to be held on
November 24, 1997.
Capital Bancorp is the parent company of Miami-based Capital Bank,
which has 28 South Florida offices. The Bank had assets of approximately $2.0
billion and deposits of approximately $1.2 billion as of September 30, 1997.
Capital Bank owns approximately 81 percent of Capital Factors Holding, Inc.,
which is a specialized financial services company headquartered in Boca Raton
with offices in Los Angeles, New York City, Charlotte and Atlanta. Capital
Bancorp's Common Stock is traded on the Nasdaq National Market under the symbol
"CBCP." Capital Factors Holding, Inc.'s Common Stock is traded on the Nasdaq
National Market under the symbol "CAPF."
