EXHIBIT (c)(8)
FMCC ACQUISITION CORP.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
June 25, 1997
First of Michigan Capital Corporation
000 Xxxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Chairman
1888 Limited Partnership
c/o Day, Xxxxx & Xxxxxx
One Canterbury Green
Stamford, CT 06091
DST Systems, Inc.
0000 Xxxxxxxx
Xxxxxx Xxxx, XX 00000
Re: Board of Directors of
First of Michigan Capital Corporation
-------------------------------------
Dear Sirs:
Reference is made to that certain Tender Offer Agreement dated as
of June 11, 1997, as amended (the "Tender Offer Agreement"), among First of
Michigan Capital Corporation (the "Company"), FMCC Acquisition Corp. ("Buyer"),
1888 Limited Partnership and DST Systems, Inc. Unless otherwise defined herein,
capitalized terms used herein shall have the respective meanings ascribed
thereto in the Tender Offer Agreement.
Under the Tender Offer Agreement and under the terms and
conditions stated in the Offer to Purchase, dated June 18, 1997, of Buyer, it is
a condition, among other conditions, of Buyer's obligation to accept for
payment, and pay for, any shares of Common Stock tendered pursuant to the Offer
that the Board of Directors of the Company shall be composed of designees of
Buyer immediately prior to and at the time Buyer accepts the shares of Common
Stock for payment, provided Buyer shall have used its best efforts to make such
designations prior to the expiration of the Offer.
Buyer hereby designates the following individuals as its
designees to be elected to the Board of Directors of the Company:
1. Xx. Xxxxxx X. Xxxxxxxxx
Xxxxxxxxxx & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
2. Xx. Xxxxxx X. Xxxxxxx
Xxxxxxxxxx Xxxxx Holdings Inc.
00 Xxxxxxxx Xxxxxx Xxxx
Xxxxx 0000
P.O. Box 2015
Toronto, Ontario M4R 1K8
3. Xx. X. Xxxx Oughtred
Xxxxxx & Xxxxxx
Scotia Plaza
00 Xxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx X0X 0X0
4. Xx. Xxxxxx Xxxxx
First of Michigan Capital Corporation
000 Xxxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx
5. Xx. Xxxx Xxxxx
First of Michigan Capital Corporation
000 Xxxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx
Very truly yours,
FMCC ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxxx
Chairman and CEO
cc: Xxxxxxxxxxxx Xxxx & Xxxxxxxxx
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxxx, Esq.
