<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)<F*>
CAPITAL BANCORPORATION, INC.
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(Name of Issuer)
Common Stock and Common Stock Purchase Warrants
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(Title of Class of Securities)
139744 10 6, 139744 11 4 and 139744 12 2
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(CUSIP Number)
Angela F. Braly
Lewis, Rice & Fingersh, L.C.
500 North Broadway, Suite 2000
St. Louis, Missouri 63102 (314) 444-7600
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 17, 1995
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(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box ( ).
Check the following box if a fee is being paid with this statement
( ). (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
<F*>The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Page 1 of 18 Pages
<PAGE> 2
CUSIP No. 139744 10 6
139744 11 4
139744 12 2
- -------------------------------------------------------------------------------
1) Name of Reporting Person (S.S. or I.R.S. Identification
No. of Above Person):
William G. Lauber, as Trustee
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2) Check the Appropriate Box if a Member of a Group (See
Instructions).
(a) ( X )
(b) ( )
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3) SEC Use Only
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4) Source of Funds: Not Applicable
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5) Check Box If Disclosure of Legal Proceedings is Required
Pursuant to Items (2d) or 2(e).
( )
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6) Citizenship or Place of Organization:
U.S. Citizen
- -------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power: -0-
8) Shared Voting Power: 603,142
9) Sole Dispositive Power: -0-
10) Shared Dispositive Power: 603,142
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
603,142 shares (See Item 5 below)
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12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
( )
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13) Percent of Class Represented by Amount in Row 11: 18.7%
(See Item 5 below).
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14) Type of Reporting Person (See Instructions): IN
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Page 2 of 18 Pages
<PAGE> 3
CUSIP No. 139744 10 6
139744 11 4
139744 12 2
- -------------------------------------------------------------------------------
1) Name of Reporting Person (S.S. or I.R.S. Identification
No. of Above Person):
Douglas D. Hommert, as Trustee
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ( X )
(b) ( )
- -------------------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------------------
4) Source of Funds: Not Applicable
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5) Check Box If Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
( )
- -------------------------------------------------------------------------------
6) Citizenship or Place of Organization:
U.S. Citizen
- -------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power: -0-
8) Shared Voting Power: 603,142
9) Sole Dispositive Power: -0-
10) Shared Dispositive Power: 603,142
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
603,142 shares (See Item 5 below)
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
( )
- -------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row 11: 18.7% (See
Item 5 below)
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14) Type of Reporting Person (See Instructions): IN
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Page 3 of 18 Pages
<PAGE> 4
CUSIP No. 139744 10 6
139744 11 4
139744 12 2
- -------------------------------------------------------------------------------
1) Name of Reporting Person (S.S. or I.R.S. Identification No. of
Above Person):
Capital Trust dated February 4, 1994
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2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ( X )
(b) ( )
- -------------------------------------------------------------------------------
3) SEC Use Only
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4) Source of Funds: Not Applicable
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5) Check Box If Disclosure of Legal Proceedings is Required Pursuant
to Items (2d) or 2(e).
( )
- -------------------------------------------------------------------------------
6) Citizenship or Place of Organization:
Trust Governed by the Laws of the State of Missouri
- -------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power: 391,942
8) Shared Voting Power: -0-
9) Sole Dispositive Power: 391,942
10) Shared Dispositive Power: -0-
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
391,142 shares
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
( )
- -------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row 11: 12.3% (See Item 5
below)
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14) Type of Reporting Person (See Instructions): OO
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Page 4 of 18 Pages
<PAGE> 5
CUSIP No. 139744 10 6
139744 11 4
139744 12 2
- -------------------------------------------------------------------------------
1) Name of Reporting Person (S.S. or I.R.S. Identification No. of Above
Person):
PAN Bank Trust dated February 11, 1994
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ( X )
(b) ( )
- -------------------------------------------------------------------------------
3) SEC Use Only
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4) Source of Funds: Not Applicable
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5) Check Box If Disclosure of Legal Proceedings is Required Pursuant to
Items (2d) or 2(e).
( )
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6) Citizenship or Place of Organization:
Trust Governed by the Laws of the State of Missouri
- -------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power: 52,800
8) Shared Voting Power: -0-
9) Sole Dispositive Power: 52,800
10) Shared Dispositive Power: -0-
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
52,800 shares
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
( )
- -------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row 11: 1.7% (See Item 5
below)
- -------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
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Page 5 of 18 Pages
<PAGE> 6
CUSIP No. 139744 10 6
139744 11 4
139744 12 2
- -------------------------------------------------------------------------------
1) Name of Reporting Person (S.S. or I.R.S. Identification No. of Above
Person):
CNN Bank Trust dated February 11, 1994
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2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ( X )
(b) ( )
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3) SEC Use Only
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4) Source of Funds: Not Applicable
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5) Check Box If Disclosure of Legal Proceedings is Required Pursuant to
Items (2d) or 2(e).
( )
- -------------------------------------------------------------------------------
6) Citizenship or Place of Organization:
Trust Governed by the Laws of the State of Missouri
- -------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power: 52,800
8) Shared Voting Power: -0-
9) Sole Dispositive Power: 52,800
10) Shared Dispositive Power: -0-
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
52,800 shares
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
( )
- -------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row 11: 1.7% (See Item 5
below)
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14) Type of Reporting Person (See Instructions): OO
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Page 6 of 18 Pages
<PAGE> 7
CUSIP No. 139744 10 6
139744 11 4
139744 12 2
- -------------------------------------------------------------------------------
1) Name of Reporting Person (S.S. or I.R.S. Identification No. of Above
Person):
JJN Bank Trust dated February 4, 1994
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2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ( X )
(b) ( )
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3) SEC Use Only
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4) Source of Funds: Not Applicable
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5) Check Box If Disclosure of Legal Proceedings is Required Pursuant to
Items (2d) or 2(e).
( )
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6) Citizenship or Place of Organization:
Trust Governed by the Laws of the State of Missouri
- -------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power: 52,800
8) Shared Voting Power: -0-
9) Sole Dispositive Power: 52,800
10) Shared Dispositive Power: -0-
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
52,800 shares
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
( )
- -------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row 11: 1.7% (See Item 5
below)
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14) Type of Reporting Person (See Instructions): OO
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Page 7 of 18 Pages
<PAGE> 8
CUSIP No. 139744 10 6
139744 11 4
139744 12 2
- -------------------------------------------------------------------------------
1) Name of Reporting Person (S.S. or I.R.S. Identification No. of Above
Person):
MDN Bank Trust dated February 4, 1994
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2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ( X )
(b) ( )
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3) SEC Use Only
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4) Source of Funds: Not Applicable
- -------------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings is Required Pursuant to
Items (2d) or 2(e).
( )
- -------------------------------------------------------------------------------
6) Citizenship or Place of Organization:
Trust Governed by the Laws of the State of Missouri
- -------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power: 52,800
8) Shared Voting Power: -0-
9) Sole Dispositive Power: 52,800
10) Shared Dispositive Power: -0-
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
52,800 shares
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
( )
- -------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row 11: 1.7% (See Item 5
below)
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14) Type of Reporting Person (See Instructions): OO
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Page 8 of 18 Pages
<PAGE> 9
This Amendment No. 3 to Schedule 13D restates Items 1, 2 and
6 and amends Items 3, 4, 5 and 7 of Schedule 13D filed jointly on
April 26, 1994, and amended on October 19, 1994 and on November 18,
1994.
Item 1. Security and Issuer.
- ------ -------------------
Item 1 is hereby restated in its entirety as follows:
The title of the class of equity securities to which this
Schedule 13D relates is:
Common Stock, Par Value $0.10 per share ("Common Stock"), Common
Stock Purchase Warrants ("Warrants"), and New Common Stock Purchase
Warrants ("New Warrants") of Capital Bancorporation, Inc. (the
"Company").
Each Warrant represents the right to purchase one additional share
of Common Stock at a price of $18.50 per share (subject to
adjustment pursuant to antidilution rights) from the date of
issuance through expiration of the Warrants on December 31, 1994.
Each New Warrant represents the right to purchase one additional
share of Common Stock at a price of $16.50 per share (subject to
adjustment pursuant to antidilution rights) from February 29, 1992
through expiration of the New Warrants on December 31, 1995.
The name and address of the principal executive offices of the
issuer of such securities is:
Capital Bancorporation, Inc.
407 North Kingshighway
Cape Girardeau, Missouri 63701
Item 2. Identity and Background.
- ------ -----------------------
Item 2 is hereby restated in its entirety as follows:
This statement is filed by the following persons:
William G. Lauber: William G. Lauber is an employee of Sterling
- -----------------
Capital Management, Inc. His office address is 12300 Old Tesson
Road, Suite 100C, St. Louis, Missouri 63128. Mr. Lauber has not,
within the past five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors, if any).
Mr. Lauber has not, within the past five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Mr. Lauber is a citizen of the Unites States of America.
Douglas D. Hommert: Douglas D. Hommert is a member in the law firm
- ------------------
of Lewis, Rice & Fingersh, L.C. Mr. Hommert's business address is
500 N. Broadway, Suite 2000, St. Louis, Missouri 63101.
Page 9 of 18 Pages
<PAGE> 10
Mr. Hommert has not, within the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors, if any). Mr. Hommert has not, within the past five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
he was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws. Mr. Hommert is a citizen of
the United States of America.
Capital Trust dated February 4, 1994: The Capital Trust dated
- ------------------------------------
February 4, 1994 (the "Capital Trust") is an irrevocable trust
created by P.A. Novelly for the benefit of himself, his wife and
their descendants. P.A. Novelly no longer has investment or voting
power over securities held by the Capital Trust. Such power rests
solely with the Co-Trustees of the Capital Trust, who must agree on
any particular course of action with respect to voting or
investing.
PAN Bank Trust dated February 11, 1994: The PAN Bank Trust dated
- --------------------------------------
February 11, 1994 (the "PAN Bank Trust") is an irrevocable trust
created by P.A. Novelly, II, for the benefit of himself, his wife
and his descendants. P.A. Novelly, II no longer has investment or
voting power over securities held by the PAN Bank Trust. Such
power rests solely with the Co-Trustees of the PAN Bank Trust, who
must agree on any particular course of action with respect to
voting or investing.
CNN Bank Trust dated February 11, 1994: The CNN Bank Trust dated
- --------------------------------------
February 11, 1994 (the "CNN Bank Trust") is an irrevocable trust
created by Chandra N. Niemann, for the benefit of herself, her
husband and her descendants. Chandra N. Niemann no longer has
investment or voting power over securities held by the CNN Bank
Trust. Such power rests solely with the Co-Trustees of the CNN
Bank Trust, who must agree on any particular course of action with
respect to voting or investing.
JJN Bank Trust dated February 4, 1994: The JJN Bank Trust dated
- -------------------------------------
February 4, 1994 (the "JJN Bank Trust") is an irrevocable trust
created by P.A. Novelly for the benefit of his minor child and his
future descendants. Mr. Novelly no longer has investment or voting
power over securities held by the JJN Bank Trust. Such power rests
solely with the Co-Trustees of the JJN Bank Trust, who must agree
on any particular course of action with respect to voting or
investing.
MDN Bank Trust dated February 4, 1994: The MDN Bank Trust dated
- -------------------------------------
February 4, 1994 (the "MDN Bank Trust") is an irrevocable trust
created by P.A. Novelly for the benefit of his minor child and his
future descendants. Mr. Novelly no longer has investment or voting
power over securities held by the MDN Bank Trust. Such power rests
solely with the Co-Trustees of the MDN Bank Trust, who must agree
on any particular course of action with respect to voting or
investing.
The address of each of the above-described trusts is 8182
Maryland Avenue, Suite 500, Clayton, Missouri 63105. No trust has,
within the past five years, been convicted in any criminal
proceeding. None of the trusts have, within the past five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which any such trust
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Page 10 of 18 Pages
<PAGE> 11
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
Item 3 is hereby amended and restated in its entirety as
follows:
On March 8, 1994, 117,471 shares of Common Stock of the Company and
89,471 of the New Warrants of the Company were transferred from
P.A. Novelly, II and John K. Pruellage, as Co-Trustees of the
Novelly Exempt Trust dated 8-12-1992 to the Capital Trust. On
March 8, 1994, 30,150 shares of Common Stock of the Company and
10,150 of the New Warrants of the Company were transferred from
certain trusts to the PAN Bank Trust. On March 8, 1994, 30,150
shares of Common Stock of the Company and 10,150 of the New
Warrants of the Company were transferred from certain trusts to the
CNN Bank Trust. On March 31, 1994, 30,150 shares of Common Stock
of the Company and 10,150 of the New Warrants of the Company were
transferred from certain trusts to the JJN Bank Trust. On April 8,
1994, 30,150 shares of Common Stock of the Company and 10,150 of
the New Warrants of the Company were transferred from certain
trusts to the MDN Bank Trust. Each of these trusts is an
irrevocable trust, in which the grantors and beneficiaries have no
investment or voting power over securities held by such trust.
Such power rests solely with the Co-Trustees, who must agree on any
particular course of action with respect to voting or investing.
Each of these transfers was made for estate planning purposes.
An additional 185,000 shares of Common Stock of the Company
were acquired by the Capital Trust as follows: (i) on March 23,
1994, 5,000 shares at a per share price of $21.00; (ii) on March
31, 1994, 2,500 shares at a per share price of $21.00; (iii) on
April 4, 1994, 2,500 shares at a per share price of $21.00; (iv) on
April 5, 1994, 5,000 shares at a per share price of $20.75; (v) on
August 19, 1994, 6,000 shares at a per share price of $22.38; (vi)
on August 26, 1994, 5,000 shares at a per share price of $23.25;
(vii) on October 11, 1994, 9,000 shares at a per share price of
$24.38; and (viii) on October 12, 1994, 150,000 shares at a per
share price of $24.38.
On October 12, 1994, each of the PAN Bank Trust, the CNN Bank
Trust, the JJN Bank Trust and the MDN Bank Trust acquired 12,500
shares of Common Stock of the Company at a per share price of
$24.38.
On October 17, 1995, Capital Trust exercised all of its
New Warrants to acquire 89,471 shares of Common Stock of the
Company at a per share exercise price of $16.50. No funds were
borrowed by Capital Trust to finance any exercise of the New
Warrants described herein.
On October 17, 1995, each of the PAN Bank Trust, the CNN Bank
Trust, the JJN Bank Trust and the MDN Bank Trust exercised all of
their respective New Warrants to acquire 10,150 shares of Common
Stock of the Company at a per share exercise price of $16.50. The
exercise of the New Warrants by these Trusts was financed through
margin loans from Bear, Stearns & Co. to each such Trust. The
loan to each Trust was in the amount of approximately $67,000 and
bears interest at a rate of 7.75%.
Item 4. Purpose of the Transaction.
- ------ --------------------------
Item 4 is hereby amended and restated in its entirety as
follows:
All of the Shares and Warrants that William G. Lauber and
Douglas D. Hommert control as Co-Trustees of the Capital Trust, the
PAN Bank Trust, the CNN Bank Trust, the JJN Bank Trust and the MDN Bank
Page 11 of 18 Pages
<PAGE> 12
Trust, were transferred to such trusts for estate planning
purposes. Upon the request of the Novelly's, both William G.
Lauber and Douglas D. Hommert agreed to act as Co-Trustees under
each of the trusts. The Common Stock and New Warrants are held for
investment purposes; however, each of the trusts may, depending
upon the availability and price of the Common Stock or New
Warrants, purchase additional Common Stock or New Warrants either
in the open market or in private, negotiated transactions and
exercise the warrants held by such trust in accordance with the
terms thereof. In that respect, the Co-Trustees have filed a
Notice of Change in Bank Control with the Board of Governors of the
Federal Reserve System and have received prior approval to purchase
additional shares and to exercise all of the warrants held by the
trusts for shares of Common Stock of the Company.
Mr. P.A. Novelly, the grantor of the Capital Trust and the MDN Bank
Trust and JJN Bank Trust became a Director of the Company on July
17, 1995. The Company has entered into a Plan and Agreement of
Reorganization, dated as of June 20, 1995, as amended and restated
on June 22, 1995 (the "Agreement"), with Union Planters
Corporation, Memphis, Tennessee ("UPC"), which provides for the
acquisition by UPC of all of the issued and outstanding stock of
the Company. William G. Lauber and Douglas D. Hommert, as
Co-Trustees of the Capital Trust, the PAN Bank Trust, the CNN Bank
Trust, the JJN Bank Trust and the MDN Bank Trust entered into the
Agreement for the sole purpose of committing to vote in favor of
the transaction contemplated thereby.
Except as set forth in the Item 4, William G. Lauber, Douglas D.
Hommert and the Trusts have no present plan or proposal which
relates to or would result in (a) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation
involving the Company or any of its subsidiaries; (b) a sale or
transfer of a material amount of the assets of the Company or any
of its subsidiaries; (c) any change in the present board of
directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any
existing vacancies on the board, if any; (d) any material change in
the capitalization or dividend policy of the Company; (e) any other
material change in the Company's business or corporate structure;
(f) changes in the Company's charter, bylaws or instruments
corresponding thereto or actions which may impede acquisition of
control of the Company by any person; (g) a class of securities of
the Company to be delisted from a national securities exchange or
cease to be authorized to be quoted in an interdealer quotation
system of a registered national securities association; (h) a class
of securities of the Company to become eligible for a termination
of registration pursuant to Section 12(g) of the Securities
Exchange Act of 1934; or (i) any action similar to those listed
above.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
Item 5 is hereby amended by deleting Item 5 in its entirety and
inserting the following in lieu thereof.
(a)(b) The Capital Trust beneficially owns 391,942 shares of
Common Stock of the Company (or approximately 12.3%<F1> of
the outstanding shares of Common Stock).
[FN]
- -------------------
<F1>Based upon 3,100,253 shares of Common Stock outstanding as of
October 17, 1995.
Page 12 of 18 Pages
<PAGE> 13
The PAN Bank Trust beneficially owns 52,800 shares of
Common Stock of the Company (or approximately 1.7%<F1> of
the outstanding shares of Common Stock).
The CNN Bank Trust beneficially owns 52,800 shares of
Common Stock of the Company (or approximately 1.7%<F1> of
the outstanding shares of Common Stock).
The JJN Bank Trust beneficially owns 52,800 shares of
Common Stock of the Company (or approximately 1.7%<F1> of
the outstanding shares of Common Stock).
The MDN Bank Trust beneficially owns 52,800 shares of
Common Stock of the Company (or approximately 1.7%<F1> of
the outstanding shares of Common Stock).
As Co-Trustee of the above-described trusts, William G.
Lauber beneficially owns 603,142 shares of Common Stock
of the Company (or approximately 18.7%<F1> of the
outstanding shares of Common Stock). Mr. Lauber
possesses shared power to vote and dispose of all of the
shares beneficially owned by him as Co-Trustee of the
above-described trusts.
As Co-Trustee of the above-described trusts, Douglas D.
Hommert beneficially owns 603,142 shares of Common Stock
of the Company (or approximately 19%<F1> of the
outstanding shares of Common Stock). Mr. Hommert
possesses shared power to vote and dispose of all of the
shares beneficially owned by him as Co-Trustee of the
above-described trusts.
(c) On October 17, 1995, the Capital Trust exercised its 89,471
New Warrants and purchased 89,471 shares of Common stock
of the Company at the per share price of $16.50.
On October 17, 1995, each of PAN Bank Trust, the CNN
Bank Trust, the JJN Bank Trust and the MDN Bank Trust
exercised its respective New Warrants and purchased
10,150 shares of Common stock of the Company at the per
share price of $16.50.
William G. Lauber and Douglas D. Hommert, as Co-Trustees
of the above-described trusts, acquired, through the
exercise of the New Warrants by each of the Capital
Trust, the PAN Bank Trust, the CNN Bank Trust, the JJN
Bank Trust and the MDN Bank Trust, 130,471 shares of
Common Stock of the Company on October 17, 1995 and for
the per share price of $16.50 as described above.
(d) William G. Lauber and Douglas D. Hommert, as Co-Trustees
of the trusts, have the right to receive and the power
to direct the receipt of dividends from, or the proceeds
from the sale of, such securities of the described
trusts due to their status as Co-Trustees.
[FN]
- -------------------
<F1>Based upon 3,100,253 shares of Common Stock outstanding as of
October 17, 1995.
Page 13 of 18 Pages
<PAGE> 14
(e) Not applicable.
Each of the reporting persons disclaims beneficial
ownership of any shares except those reported as owned
by him or it and set forth opposite his or its name in
Item 5(a) and this filing of this report shall not be
construed as an admission to the contrary.
Item 6. Contracts, Arrangements, Undertakings or Relationship's
- ------ -------------------------------------------------------
With Respect to Securities of the Issuer.
- ----------------------------------------
Item 6 is hereby restated in its entirety as follows:
William G. Lauber and Douglas D. Hommert, as Co-Trustees of each of
the described trusts, share investment and voting control of the
Common Stock held by the described trusts.
Other than the trust agreements for each of the trusts, neither
William G. Lauber nor Douglas D. Hommert has any contract,
arrangement or understanding with any person with respect to the
shares of Common Stock owned by him, including but not limited to
the transfer or voting of such shares, finders fees, joint
ventures, loan or option agreements, puts or calls, guarantees or
profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
- ------ --------------------------------
Item 7 is hereby amended and restated in its entirety as
follows:
Exhibit I: Joint Filing Agreement pursuant to
Rule 13-d-1(f) for this Amendment No. 3 to the Schedule 13D.
Signature
- ---------
After reasonable inquiry and to the best knowledge and
belief of each of the undersigned, each of the undersigned
certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 25, 1995
/s/ William G. Lauber
-----------------------------------------------
William G. Lauber
/s/ Douglas D. Hommert
-----------------------------------------------
Douglas D. Hommert
Page 14 of 18 Pages
<PAGE> 15
Capital Trust dated February 4, 1994
/s/ William G. Lauber, Trustee
-----------------------------------------------
William G. Lauber, Trustee
/s/ Douglas D. Hommert, Trustee
-----------------------------------------------
Douglas D. Hommert, Trustee
PAN Bank Trust dated February 11, 1994
/s/ William G. Lauber, Trustee
-----------------------------------------------
William G. Lauber, Trustee
/s/ Douglas D. Hommert, Trustee
-----------------------------------------------
Douglas D. Hommert, Trustee
CNN Bank Trust dated February 11, 1994
/s/ William G. Lauber, Trustee
-----------------------------------------------
William G. Lauber, Trustee
/s/ Douglas D. Hommert, Trustee
-----------------------------------------------
Douglas D. Hommert, Trustee
JJN Bank Trust dated February 4, 1994
/s/ William G. Lauber, Trustee
-----------------------------------------------
William G. Lauber, Trustee
/s/ Douglas D. Hommert, Trustee
-----------------------------------------------
Douglas D. Hommert, Trustee
Page 15 of 18 Pages
<PAGE> 16
MDN Bank Trust dated February 4, 1994
/s/ William G. Lauber, Trustee
-----------------------------------------------
William G. Lauber, Trustee
/s/ Douglas D. Hommert, Trustee
-----------------------------------------------
Douglas D. Hommert, Trustee
Page 16 of 18 Pages
<PAGE> 17
EXHIBIT I
---------
JOINT FILING AGREEMENT
Dated as of October 25, 1995
The undersigned each hereby agree that the Amendment No. 3 to
Schedule 13D filed herewith, relating to the Common Stock, Par
Value $0.10 per share, and Common Stock Purchase Warrants of
Capital Bancorporation, Inc. is filed on behalf of each of the
undersigned.
Dated: October 25, 1995
/s/ William G. Lauber
--------------------------------------------------
William G. Lauber
/s/ Douglas D. Hommert
--------------------------------------------------
Douglas D. Hommert
Capital Trust dated February 4, 1994
/s/ William G. Lauber, Trustee
--------------------------------------------------
William G. Lauber, Trustee
/s/ Douglas D. Hommert, Trustee
--------------------------------------------------
Douglas D. Hommert, Trustee
PAN Bank Trust dated February 11, 1994
/s/ William G. Lauber, Trustee
--------------------------------------------------
William G. Lauber, Trustee
/s/ Douglas D. Hommert, Trustee
--------------------------------------------------
Douglas D. Hommert, Trustee
Page 17 of 18 Pages
<PAGE> 18
CNN Bank Trust dated February 11, 1994
/s/ William G. Lauber, Trustee
-------------------------------------------------
William G. Lauber, Trustee
/s/ Douglas D. Hommert, Trustee
--------------------------------------------------
Douglas D. Hommert, Trustee
JJN Bank Trust dated February 4, 1994
/s/ William G. Lauber, Trustee
-------------------------------------------------
William G. Lauber, Trustee
/s/ Douglas D. Hommert, Trustee
-------------------------------------------------
Douglas D. Hommert, Trustee
MDN Bank Trust dated February 4, 1994
/s/ William G. Lauber, Trustee
--------------------------------------------------
William G. Lauber, Trustee
/s/ Douglas D. Hommert, Trustee
--------------------------------------------------
Douglas D. Hommert, Trustee
Page 18 of 18 Pages
