The day after Union Planters Corp. announced it would buy Capital Bancorp in Miami for $358 million, Union Planters chairman Benjamin W. Rawlins Jr. flew there to start laying the groundwork for the transition.

Among the challenges he faces is appeasing suspicious shareholders, who question whether Capital Bancorp cut the best deal for shareholders. He also must wrestle with questions about who will run $1.9 billion-asset Capital, assuming the acquisition is completed as planned in the first quarter of 1998.

"There is a lot up in the air right now," said Union Planters spokesman Bill Andrews.

Union Planters apparently cut an attractive deal, at least financially, for its entry into Florida. Capital is a growing franchise in an attractive market, and the deal price of about $43 a share is well below the $50 many market observers expected the bank to fetch.

Joseph A. Stieven, an analyst with Stifel Nicolaus in St. Louis, gave the deal a thumbs-up. "It looks like a good transaction," he said.

Last month Capital announced its 24th consecutive quarter of earnings increases. Net income was up 21% to $6.2 million. Return on assets was 1.36%; return on equity 17.49%. But the core banking franchise is not the star at Capital. Boca Raton-based Capital Factors Holding Inc., of which the bank owns 81%, is a main driver of earnings. Capital Factors is one of the 10 largest factoring companies in the country. In the second quarter it contributed $2.6 million to Capital Bancorp's bottom line.

International banking is another big contributor. More than 20% of consolidated pretax earnings is derived from the international banking business, which includes confirming letters of credit issued by correspondent banks in Latin America; short-term trade refinancing; export- related loans; and private banking initiatives.

Capital's 28 retail branches in Dade, Broward, and Palm Beach counties also are a plus and would give Union Planters a footprint in some wealthy areas.

It all adds up to a solid franchise with good growth opportunities for Union Planters, analysts said.

"It clearly is an above-average banking company," said Ken Thomas, an independent bank consultant and analyst in Miami.

But there are problems. For one, noninterest expenses as a percentage of earnings are high, Mr. Thomas said.

"This is one of the big problem points that this bank has had. They have a lot of expenses that you don't usually find at a bank; that is one of the reasons the shareholders were so upset."

Eugene E. Stearns, an attorney for a group of dissident shareholders, said mismanagement of expenses and artificially inflated earnings are among the many reasons shareholders are suing the former managers of Capital, the Holtz family.

Excessive salaries and more than one million stock options the Holtz family granted to themselves are also issues of concern, said Mr. Stearns.

The unhappy shareholders have spent years trying to oust members of the Holtz family, who started the bank in 1974 and run it still.

Before the Union Planters announcement, regulators ordered Holtz family members, including chairman Daniel Holtz and chief credit officer Javier Holtz, to give up control of the bank by mid-September.

Daniel Holtz has agreed to leave the bank sometime before the Union Planters' transaction closes in 1998, said Union Planters spokesman Mr. Andrews. But who might next become chief executive officer and whether Javier Holtz would remain with the company are unclear, said Mr. Andrews.

Mr. Stearns said the shareholders are generally happy to see Union Planters taking over the company.

"Union Planters is a well-managed company. I assume they're going to come down here and clean up this mess," he said.

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