CAPITAL HOLDINGS INC
8-K, 1999-08-04
NATIONAL COMMERCIAL BANKS
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<PAGE>   1

                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Report (Date of earliest event reported) July 25, 1999

                             CAPITAL HOLDINGS, INC.
                         -------------------------------
                         (Name of Issuer in its charter)

              Ohio                                      34-1588902
- ----------------------------------------    ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

    5520 Monroe Street, Sylvania, OH                     43560
- ----------------------------------------    ------------------------------------
(Address of principal executive offices)               (Zip Code)

Issuer's telephone number, (419)  885-7379
                           -----------------------------------------------------

                                       N/A
- --------------------------------------------------------------------------------
         (Former name of former address, if changed since last report)




<PAGE>   2


ITEM 5.  OTHER MATTERS

Registrant paid a cash dividend of $0.08 per share on July 25, 1999. The
aggregate cash dividend paid by Registrant was $486,202. After giving effect to
Registrant's 3:1 stock split paid July 15, 1999, to shareholders of record June
30, 1999, Registrant's total outstanding shares as of July 25, 1999, were
6,077,523.

Exhibits.

99.1     Text of Shareholder Letter/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.

                                 Capital Holdings, Inc.


Dated:  August 3, 1999           /s/ Michael P. Killian
      ---------------------      ---------------------------------------------
                                 Michael P. Killian,
                                 Senior Vice President Chief Financial Officer



<PAGE>   3




                                 EXHIBIT INDEX



Exhibit Number                Description
- --------------                -----------

    99.1                      Text of Shareholder Letter/Press Release






<PAGE>   1
                                                                    EXHIBIT 99.1

                             CAPITAL HOLDINGS, INC.






July 15, 1999




Dear Shareholders:

At the May 5, 1999 Annual Meeting of Capital Holdings, Inc., shareholders
approved a three-for-one stock split to shareholders of record as of June 30,
1999. Enclosed is your stock certificate reflecting the three-for-one stock
split.

A quarterly cash dividend will also be paid to shareholders of record as of June
30, 1999, with a payable date of July 25, 1999. As a result of the stock split,
the adjusted rate of this quarterly cash dividend will be 8 cents per share.

By having quarterly stock valuations, paying quarterly cash dividends, becoming
listed on the NASDAQ Bulletin Board, selecting a professional stock transfer
agent, beginning to work with brokerage firms to make a market for our stock,
and initiating the three-for-one stock split, we are taking the steps necessary
to make Capital Holdings, Inc. a readily marketable public security.

If you have any questions about the stock split, or the accounts we offer,
please do give us a call. Your relationship and comments are very important to
us.

Very truly yours,



/s/ John S. Szuch                                    /s/ Robert A. Sullivan
John S. Szuch                                        Robert A. Sullivan
Chairman                                             President



Enclosure


<PAGE>   2


                             CAPITAL HOLDINGS, INC.
                             PRESS RELEASE EXCERPTS
                                  JULY 15, 1999



SYLVANIA, Ohio, July 19/PRNewswire/ -- At the May 5, 1999 Annual Meeting of
Capital Holdings, Inc., (OTC Bulletin Board: CLHD), shareholders approved a
three for one stock split to shareholders of record as of June 25, 1999.
The three for one stock split was payable July 15, 1999.

A quarterly cash dividend will also be paid to shareholders of record as of June
30, 1999, with a payable date of July 25, 1999. As a result of the stock split,
the adjusted rate of this quarterly cash dividend will be .08 cents per share.




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