CAPITAL INDUSTRIES INC
8-K, 1999-03-26
MOTOR VEHICLE SUPPLIES & NEW PARTS
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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): February 28, 1999

                            CAPITAL INDUSTRIES, INC.
                 (By the Capital Industries Liquidating Trust)
             (Exact name of registrant as specified in its charter)

          Indiana                     0-12450                 35-6624860
 (State or other jurisdiction     (Commission File           (IRS Employer
    of incorporation)                  Number)             Identification No.)
                                                           UAC Securitization
                                                              Corporation

     263 Sioux Circle
     Noblesville, IN                                            46060
     (address of principal                                    (zip code)
     executive offices)
    

     Registrant's telephone number including area code    (317) 773-1010



<PAGE>

       This Form 8-K is being filed by the Capital Industries  Liquidating Trust
(the  "Trust")  under the filing  codes and  Commission  file  number of Capital
Industries,  Inc ("Capital  Industries").  Capital Industries dissolved on April
24, 1996 and filed a Form 15 on June 27, 1996  following  the  formation  of the
Trust  and  the  distribution  of  all  of  Capital  Industries'  assets  to its
shareholders  and  the  Trust.   However,   pursuant  to  discussions  with  the
Commission's  Staff in  connection  with the  Commission's  review  of the proxy
materials related to the liquidation of Capital  Industries and the formation of
the Trust,  the Trust agreed to file its audited  financial  statements with the
Commission under cover of Form 10-K using the file number of Capital Industries,
without  necessarily  complying  with the other  requirements  of Form 10-K. The
audited financial statements of the Trust are included herein in Part II and the
Financial  Data  Schedule  is included  herewith  as Exhibit  27. The  remaining
information required by Form 10-K is not included in this Form 10-K.

       The Trust is filing  this  Form 8-K to  indicate  that the Trust has made
final  distribution  of  its  assets  (as  the  trustee's  agreed  to do in  the
discussions with the Commission's staff review of the proxy materials related to
the liquidation of Capital Industries and the formation of the Trust).

       Neither the Trust nor Capital Industries will make any more filings under
the Securities Exchange Act of 1934, as amended (the "Act").  Capital Industries
previously  filed a From 15 on June 27, 1996,  indicating that it is no longer a
reporting company under the Act.




Item 5.  Other Events.

       The Trust has  terminated  effective  February  28, 1999 by virtue of its
final distribution and liquidation to its beneficiary.

Item 7.  Financial Statements and Exhibits.

The Trust hereby incorporates item II of its Form 10-K for the fiscal year ended
December 31, 1998.







                                      -2-
<PAGE>

         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.

                                          CAPITAL INDUSTRIES LIQUIDATING TRUST


Date: March 25, 1999                   
                                          -----------------------------------
                                          Paul A. Shively, Trustee







                                       -3-





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