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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JANUARY 4, 1996
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BOCA RATON CAPITAL CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
FLORIDA 0-16631 59-2763089
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(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
6515 VIA ROSA, BOCA RATON, FLORIDA 33233
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICES ZIP CODE
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (407) 750-2252
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Total number of pages including exhibits: 7
Exhibit Index is on page 5
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Item 5. Other Events
At a Special Meeting of Shareholders in Lieu of the Annual Meeting
held on December 15, 1995, the shareholders of Boca Raton Capital
Corporation (the "Company") authorized and approved the withdrawal of
the Company's election of status as a business development company
("BDC") under the Investment Company Act of 1940, as amended (the
"1940 Act"). The Company's Board of Directors, therefore, adopted a
resolution in accordance with Rule 3a-2 under the 1940 Act so that the
Company will not be deemed an investment company subject to
registration under the 1940 Act and the Company filed a Notification
of Withdrawal of Election to be subject to Sections 55 through 65 of
the Investment Company Act of 1940 (the "Notification") with the
Securities and Exchange Commission (the "Commission"). Pursuant to
Section 54(c) of the 1940 Act, the Company's withdrawal of its
election of status as a BDC was effective upon the Commission's
receipt of the Notification on January 4, 1996.
2
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.4 Notification of Withdrawal of Election to be subject to
Sections 55 through 65 of the Investment Company Act of 1940
filed pursuant to Section 54(c) of the Investment Company
Act of 1940.
3
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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 thereunto duly authorized.
BOCA RATON CAPITAL CORPORATION
/s/ Alan L. Jacobs
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Dated: January 5, 1996 Alan L. Jacobs
President and Chief Executive Officer
4
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EXHIBIT INDEX
Exhibit No. Description Sequentially Numbered Page
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(99.4) Notification of Withdrawal of 6
Election to be subject to Sections
55 through 65 of the Investment
Company Act of 1940 filed pursuant
to Section 54(c) of the Investment
Company Act of 1940.
5
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Securities and Exchange Commission
Washington, D.C. 20549
NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE
SUBJECT TO SECTIONS 55 THROUGH 65 OF THE INVESTMENT
COMPANY ACT OF 1940 FILED PURSUANT TO SECTION 54(C) OF THE
INVESTMENT COMPANY ACT OF 1940
The undersigned business development company hereby notified the Securities and
Exchange Commission that it withdraws its election to be subject to sections 55
through 65 of the Investment Company Act of 1940 (the "Act"), pursuant to the
provisions of section 54(c) of the Act, and in connection with such notice of
withdrawal of election submits the following formation:
Name: BOCA RATON CAPITAL CORPORATION (the "Company")
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Address of Principal Business Office (No. & Street, City, State, Zip Code):
6516 Via Rosa, Boca Raton, Florida 33433
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Telephone Number (including area code): (407) 750-2252
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File Number under the Securities Exchange Act of 1934: 0-16631
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Boca Raton Capital Corporation (the "Company") is filing this Notification of
Withdrawal under Section 54(c) of the Act based on the explanation set forth
below in accordance with paragraph "D" of form N-54(c). The Company has changed
the nature of its business so as to cease to be a business development company,
and such change was authorized by a vote of majority of its outstanding voting
securities at a shareholders' meeting held on December 15, 1995. 500,695 number
of votes were cast in favor of authorizing the election of withdrawal pursuant
to this form. 698 number of votes were cast against the proposal to authorize
the filing of this form.
The Company currently has less than 40% of its assets in investment securities,
which consist solely of the common stock of RailAmerica, Inc. and the remainder
of its assets are in cash and cash items. The Board of Directors of the Company
has determined that it is in the best interests of the Company's shareholders to
withdraw the Company's election to be treated as a business development company
and will seek to either merge with another operating company or take steps to
liquidate the assets of the Company. The Board has also adopted a resolution in
accordance with Rule 3a-2 under the Act so that the Company will not be deemed
an investment company subject to registration under the Act. These actions are
more fully described in the proxy statement dated November 20, 1995 distributed
to all shareholders in advance of the Special Meeting of Shareholders on
December 15, 1995.
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Pursuant to the requirements of the Act, the undersigned company has caused this
notification of withdrawal of election, subject to sections 55 through 65 of the
Act, to be duly signed on its behalf in the city of Boca Raton, state of
Florida on the 20th day of December, 1995.
By: BOCA RATON CAPITAL CORPORATION
[SEAL] Signature: /s/ Alan L. Jacobs
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Alan L. Jacobs
President and Chief
Executive Officer
Attest:/s/ Franklyn B. Weichselbaum
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Franklyn B. Weichselbaum
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Secretary
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