UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Capitol First Corporation
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(Name of Issuer)
Capitol First Corporation
Addison Capital Group LLC
Boca First Capital, LLLP
Howard Bloom
Diane Bloom
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(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
14057T.109
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(CUSIP Number of Class of Securities)
Ashley B. Bloom
Capitol First Corporation
7100 W. Camino Real Boulevard, Suite 402
Boca Raton, FL 33433
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
Copy to:
Howard Bloom
Addison Capital Group LLC
7100 W. Camino Real Boulevard, Suite 402
Boca Raton, FL 33433
This statement is filed in connection with (check the appropriate box):
[X] a. The filing of solicitation materials or an information statement subject
to Regulation 14A (17 CFR 240.14a-1 to 240.14b-2), Regulation 14C (CFR
240.14c-1 to 240.14c-101) or Rule 13e-3(c) (ss.240.13e-3(c)) under the
Securities Exchange Act of 1934.
[ ] b. The filing of a registration statement under the Securities Act of 1933.
[ ] c. A tender offer.
[ ] d. None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
Calculation of Filing Fee
Transaction valuation Amount of filing fee
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$90,474 (1) * $18.09 (2)
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
(1) The above transaction value assumes that in connection with the reverse
stock split described in this Schedule 13E-3 Capitol First Corporation will
use a ratio of one to 2,000 and purchase fractional interests equivalent to
approximately 502,634 pre-split shares of common stock, par value $0.01 per
share, of the company for $0.18 per share.
(2) The above filing fee was determined by multiplying 0.0002 by
transaction value.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount previously Paid: $9.31 and $18.09
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Form or Registration No.: Schedule 13E-3 and Amendment No. 1 to Schedule 13E-3
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Filing Party: Capitol First Corporation and Addison Capital Group, LLC,
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Boca First Capital, LLLP, Howard Bloom and Diane Bloom
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Date Filed: January 27, 2005 and March 24, 2005
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This Amendment No. 3 to the Rule 13e-3 Transaction Statement on Schedule 13E-3
is being filed by Capitol First Corporation, Addison Capital Group LLC, Boca
First Capital, LLLP, Howard Bloom and Diane Bloom pursuant to Section 13(e) of
the Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder. This
Amendment No. 3 amends and supplements the Amendment No. 2 to Schedule 13E-3
Transaction Statement filed with the Securities and Exchange Commission on April
14, 2005. Concurrently with filing this Schedule 13E-3, Capitol First
Corporation is filing with the Securities and Exchange Commission a definitive
proxy statement as revised from the preliminary proxy statement filed with the
Securities and Exchange Commission on April 14, 2005. A copy of the proxy
statement is filed herewith as Exhibit (a). The information in the proxy
statement is expressly incorporated herein by reference in response to all items
of this Schedule 13E-3. Capitalized terms used but not defined in this statement
shall have the meanings given to them in the proxy statement.
Item 1. Summary Term Sheet.
The Summary Term Sheet is incorporated herein by reference to the Item
"The Proposed Transaction - Summary Term Sheet" of the proxy statement
being provided to security holders and filed with the Securities and
Exchange Commission on Amendment No. 1 to Schedule 14A on May 6, 2005
(the "Proxy Statement").
Item 2. Subject Company Information.
(a) Name and address. Information regarding the name of the
subject company, Capitol First Corporation (the "Company"),
and the address and telephone number of its principal
executive offices is incorporate herein by reference to the
cover page of the Proxy Statement.
(b) Securities. Information regarding the Company's securities is
incorporated herein by reference to the Item "The Corporation
- Market Price of Common Stock and Dividends" of the Proxy
Statement.
(c) Trading Market and Price. Information regarding the trading
market and price is incorporated herein by reference to the
Item "The Corporation - Market Price of Common Stock and
Dividends" of the Proxy Statement.
(d) Dividends. Information regarding dividends is incorporated
herein by reference to the Item "The Corporation - Market
Price of Common Stock and Dividends" of the Proxy Statement.
(e) Prior public offerings. Information regarding prior public
offerings is incorporated herein by reference to the Item "The
Corporation" of the Proxy Statement.
(f) Prior stock purchases. Information regarding prior stock
purchases is incorporated herein by reference to the Item "The
Corporation" of the Proxy Statement.
Item 3. Identity and Background of Filing Person.
(a) Name and address. The Company, and Addison Capital Group LLC,
Boca First Capital, LLLP, Howard Bloom and Diane Bloom (the
"Affiliate Group") are the persons filing this Transaction
Statement. Information regarding the name and address of each
person in the Affiliate Group and specified in Instruction C
is incorporated herein by reference to the Items "The
Corporation - Executive Officers and Directors," "The
Corporation - Principal Stockholders" and "The Corporation -
Boca Capital First LLLP and Addison Capital Group LLC" of the
Proxy Statement.
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(b) Business and background entities. Information regarding the
Company's business and background is incorporated herein by
reference to the Item "The Corporation" of the Proxy
Statement. Information regarding any person in the Affiliate
Group that is not a natural person is incorporated herein by
reference to the Item "The Corporation - Boca Capital First
LLLP and Addison Capital Group LLC" of the Proxy Statement.
(c) Business and background of natural person. Information
regarding any person in the Affiliate Group and specified in
Instruction C who is a natural person is incorporated herein
by reference to the Items "The Corporation - Executive
Officers and Directors," "The Corporation - Principal
Stockholders" and "The Corporation - Boca Capital First LLLP
and Addison Capital Group LLC" of the Proxy Statement.
Item 4. Terms of the Transaction.
(a) Material terms. Information regarding the material terms of
the 13e-3 transaction is incorporated herein by reference to
the Item "The Proposed Transaction - Material Terms" of the
Proxy Statement.
(c) Different terms. Information regarding different terms in
connection with the 13e-3 transaction is incorporated herein
by reference to the Item "The Proposed Transaction - Material
Terms" of the Proxy Statement.
(d) Appraisal rights. Information regarding appraisal rights in
connection with the 13e-3 transaction is incorporated herein
by reference to the Item "The Proposed Transaction - Material
Terms - Appraisal Rights" of the Proxy Statement.
(e) Provisions for unaffiliated security holders. Information
regarding provisions for unaffiliated security holders is
incorporated herein by reference to the Item "The Proposed
Transaction - Special Factors" of the Proxy Statement.
(f) Eligibility for listing or trading. Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions. Information regarding transactions is
incorporated herein by reference to the Item "The Corporation
- Past Contract, Transactions, Negotiations and Agreements" of
the Proxy Statement.
(b) Significant corporate events. None.
(c) Negotiations or contacts. None.
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(e) Agreements involving the subject company's securities. None.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Uses of securities acquired. Information regarding the use of
the securities is incorporated herein by reference to the Item
"The Proposed Transaction - Material Terms- The Reverse Stock
Split" of the Proxy Statement.
(c) Plans.
(c)(1) None.
(c)(2) None.
(c)(3) None.
(c)(4) Information regarding plans that relate to a change in
the present board of directors or management is incorporated
herein by reference to the Item "The Corporation - Executive
Officers and Directors of the Proxy Statement.
(c)(5) None.
(c)(6) Information regarding plans that relate to any class of
equity securities to be delisted is incorporated herein by
reference to the Item "The Proposed Transaction - Material
Terms - Delisting of Common Stock" of the Proxy Statement.
(c)(7) Information regarding plans that relate to the Company
becoming eligible for termination of registration is
incorporated herein by reference to the Item "The Proposed
Transaction - Material Terms - Deregistration of Common Stock"
of the Proxy Statement.
(c)(8) Information regarding plans that relate to the
suspension of the Company's reported obligation is
incorporated herein by reference to the Item "The Proposed
Transaction - Material Terms - Cessation of Public Reporting
Obligations" of the Proxy Statement.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes. Information regarding the purposes of the 13e-3
transaction is incorporated herein by reference to the Item
"The Proposed Transaction - Special Factors - Purpose" of the
Proxy Statement.
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(b) Alternatives. Information regarding alternatives to the 13e-3
transaction is incorporated herein by reference to the Item
"The Proposed Transaction - Special Factors - Alternatives" of
the Proxy Statement.
(c) Reasons. Information regarding the reasons for the 13e-3
transaction is incorporated herein by reference to the Item
"The Proposed Transaction -Special Factors - Reasons" of the
Proxy Statement.
(d) Effects. Information regarding the effects of the 13e-3
transaction is incorporated herein by reference to the Item
"The Proposed Transaction - Special Factors - Effects" of the
Proxy Statement.
Item 8. Fairness of the Transaction.
(a) Fairness. Information regarding the fairness of the 13e-3
transaction is incorporated herein by reference to the Item
"The Proposed Transaction - Special Factors - Fairness of the
Proposed Transaction" of the Proxy Statement.
(b) Factors considered in determining fairness. Information
regarding the factors considered in determining the fairness
of the 13e-3 transaction is incorporated herein by reference
to the Item "The Proposed Transaction - Special Factors -
Fairness of the Proposed Transaction" of the Proxy Statement.
(c) Approval of security holders. Information regarding the
approval of security holders of the going private transaction
is incorporated herein by reference to the Item "The Proposed
Transaction - Special Factors - Fairness of the Proposed
Transaction" the Proxy Statement.
(d) Unaffiliated representative. Information regarding
unaffiliated representatives in connection with the 13e-3
transaction is incorporated herein by reference to the Item
"The Proposed Transaction - Special Factors - Fairness of the
Proposed Transaction" of the Proxy Statement.
(e) Approval of directors. Information regarding the approval by
directors of the 13e-3 transaction is incorporated herein by
reference to the Item "The Proposed Transaction - Special
Factors - Fairness of the Proposed Transaction" of the Proxy
Statement.
(f) Other offers. Information regarding other offers is
incorporated herein by reference to the Item "The Proposed
Transaction - Special Factors - Fairness of the Proposed
Transaction" of the Proxy Statement.
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Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) Report, opinion or appraisal. Information regarding reports,
opinions, or appraisals in connection with of the 13e-3
transaction is incorporated herein by reference to the Item
"The Proposed Transaction - Special Factors - Fairness
Opinion" of the Proxy Statement.
(b) Preparer and summary of the report, opinion or appraisal.
Information regarding the preparer and a summary of the
fairness opinion is incorporated herein by reference to the
Item "The Proposed Transaction - Special Factors - Fairness
Opinion" of the Proxy Statement.
(c) Availability of documents. Information regarding the
availability of the fairness opinion is incorporated herein by
reference to the Item "The Proposed Transaction - Special
Factors - Fairness Opinion" of the Proxy Statement.
Item 10. Source and Amounts of Funds or Other Consideration.
(a) Source of funds. Information regarding the sources of funds
for the 13e-3 transaction is incorporated herein by reference
to the Item "The Proposed Transaction - Source and Amount of
Funds or Other Consideration" of the Proxy Statement.
(b) Conditions. Information regarding the conditions is
incorporated herein by reference to the Item "The Proposed
Transaction - Source and Amount of Funds or Other
Consideration" of the Proxy Statement.
(c) Expenses. Information regarding the expenses is incorporated
herein by reference to the Item "The Proposed Transaction -
Source and Amount of Funds or Other Consideration" of the
Proxy Statement.
(d) Borrowed funds. Information regarding the borrowed funds is
incorporated herein by reference to the Item "The Proposed
Transaction - Source and Amount of Funds or Other
Consideration" of the Proxy Statement.
Item 11. Interest in Securities of the Subject Company.
(a) Securities ownership. Information regarding ownership of the
Company's security's is incorporated herein by reference to
the Item "The Corporation - Principal Stockholders" of the
Proxy Statement.
(b) Securities transactions. Information regarding transactions in
the common stock of the Company is incorporated herein by
reference to the Item "The Corporation" of the Proxy
Statement.
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Item 12. The Solicitation of Recommendation.
(d) Intent to tender or vote in a going-private transaction.
Information regarding intent to vote in the 13e-3 transaction
is incorporated herein by reference to the Item "The
Corporation - Executive Officers and Directors" and "The
Corporation - Boca Capital First LLLP and Addison Capital
Group LLC" of the Proxy Statement.
(e) Recommendations of others. Information regarding
recommendations of others is incorporated herein by reference
to the Item "The Corporation - Executive Officers and
Directors" and "The Corporation - Boca Capital First LLLP and
Addison Capital Group LLC" of the Proxy Statement.
Item 13. Financial Information.
(a) Financial Information. The audited financial statements of the
Company for the two fiscal years required to be filed with the
Company's most recent annual report under the Securities
Exchange Act of 1934, as amended, are incorporated herein by
reference from pages F-1 through F-18 of the Company's Annual
Report on Form 10-KSB for the fiscal year ended September 30,
2004. The unaudited balance sheets, comparative year-to-date
income statements and related earnings per share data,
statements of cash flows, and comprehensive income are
incorporated herein by reference from pages F-1 through F-12
of the Company's Quarterly Report on Form 10-QSB for the
period ended December 31, 2004. The ratio of earnings to fixed
charges and book value per share information is incorporated
herein by reference to the Item "The Corporation - Financial
Information" of the Proxy Statement.
(b) Pro forma information. Information regarding the pro forma
information is incorporated herein by reference to the Item
"The Corporation - Financial Information" of the Proxy
Statement.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations of recommendations. Not applicable.
(b) Employees and corporate assets. Other than the employees and
officers of the Company used in connection with the proposal,
analysis, consideration, approval and execution of the 13e-3
transaction, no employee, officer, or asset of the Company has
been or will be used in connection with the 13e-3 transaction.
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Item 15. Additional Information.
(b) Other material information. Information in the Proxy Statement
is incorporated herein by reference.
Item 16. Exhibits.
(a) Proxy Statement sent to security holders of Capitol First
Corporation in connection with the going private transaction
(incorporated herein by reference to the Proxy Statement).
(b)(1) Business Loan Agreement, dated April 25, 2002, between Capitol
First Corporation and Boca First Capital, LLLP (incorporated
by reference to Exhibit 10.9 of Form 10-KSB for the fiscal
year ended September 30,2004).
(b)(2) Mortgage Modification, dated September 14, 2004, and Mortgage
Agreement, dated September 27, 2004, between Capitol First
Corporation and Boca First Capital, LLLP (incorporated by
reference to Exhibit 10.10 of Form 10-KSB for the fiscal year
ended September 30,2004).
(b)(3) Loan Modification and Renewal Agreement, dated September 14,
2004, between Capitol First Corporation and Boca First
Capital, LLLP (incorporated by reference to Exhibit 10.11 of
Form 10-KSB for the fiscal year ended September 30,2004).
(c) Not applicable.
(d) Not applicable.
(f) Statement of appraisal rights of security holders of Capitol
First Corporation in connection with the going private
transaction (incorporated here by reference to the Proxy
Statement).
(g) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: May 6, 2005 CAPITOL FIRST CORPORATION
By: /s/ ASHLEY BLOOM
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Name: Ashley Bloom
Title: Acting President and Chief
Executive Officer
ADDISON CAPITAL GROUP LLC
By: /s/ HOWARD BLOOM
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Name: Howard Bloom
Title: Member
BOCA FIRST CAPITAL, LLLP
By: Addison Capital Group LLC, as general
partner
By: /s/ HOWARD BLOOM
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Name: Howard Bloom
Title: Member
/s/ HOWARD BLOOM
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Howard Bloom
/s/ DIANE BLOOM
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Diane Bloom
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