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1,750,000 SHARES OF COMMON STOCK
MATRIX CAPITAL CORPORATION
FIRST SUPPLEMENT DATED NOVEMBER 4, 1996
TO PROSPECTUS DATED OCTOBER 18, 1996
Terms used in this Supplement and not otherwise
defined are used as defined in the Prospectus
On October 31, 1996, Matrix Capital Corporation (the "Company") entered
into a letter of intent to acquire The Vintage Group Inc. ("Vintage").
Vintage's subsidiaries, Sterling Trust Company ("Sterling Trust") and Vintage
Financial Services Corporation ("VFSC") are located in Waco, Texas and
Arlington, Texas, respectively. Sterling Trust was incorporated in 1984 as a
Texas independent, non-bank trust company specializing in self-directed
qualified retirement plans, individual retirement accounts, custodial and
directed trust accounts. As of June 30, 1996, Sterling Trust had assets under
administration in excess of $1 billion. VFSC is a NASD broker/dealer that
provides services to a small but growing customer base of individuals and
deferred contribution plans.
The anticipated purchase price is $11.25 million, which will be paid
through the issuance of Common Stock valued at the average of the market price
for the Common Stock for a specified period prior to closing. The transaction
will be accounted for as a pooling of interests and no goodwill will be
recorded.
The consummation of the acquisition is subject to certain conditions
precedent, including negotiation of a definitive agreement and regulatory and
shareholder approval. There can be no assurance that the acquisition will be
consummated under the terms specified in the letter of intent or at all.
