UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~ FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 5, 2009

AMERICA CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

June 19, 2006		1-6212
(Date of Report [date of earliest event reported])		(Commission File Number)

Florida

(State or other jurisdiction

of incorporation)

001-06212

(Commission File

Number)

56-0723480

(IRS Employer

Identification No.)

Florida		56-0723480
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
701 Brickell Avenue, Miami, Florida		33131
(Address of principal executive offices)		(Zip Code)

701 Brickell Avenue, Miami, Florida 33131

~~Check the appropriate box below if the Form~~ ~~8-K is intended to simultaneously satisfy the~~(Address ~~filing obligation~~ of ~~the~~principal ~~registrant~~executive ~~under~~offices) ~~any of the following provisions~~ (~~see~~Zip ~~General Instruction A.2. below~~Code):

~~o Written~~ (Registrant's ~~communications~~telephone ~~pursuant~~number, toincluding ~~Rule 425~~area ~~under~~code): ~~the Securities Act~~ (~~17 CFR 230.425~~305) 536-1414

~~o Soliciting material~~Check ~~pursuant~~the toappropriate ~~Rule 14a~~box below if the Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14a-12~~2. below):

~~o Pre-commencement~~[ ] Written communications pursuant to Rule ~~14d-2(b)~~ 425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~ 230.~~14d-2(b~~425))

~~o Pre-commencement~~[ ] ~~communications~~Soliciting material pursuant to Rule ~~13e~~ 14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Item 1.03~~[ ~~Bankruptcy~~] Pre-commencement orcommunications ~~Receivership~~pursuant to Rule 14d-2(b) under the Exchange Act ~~Chapter 11~~(17 ~~Bankruptcy~~CFR ~~Filings~~240.14d-2(b))

On[ ~~June 19,~~] Pre-commencement ~~2006,~~communications ~~America~~pursuant ~~Capital~~to ~~Corporation~~Rule 13e-4(~~“AMCAP”~~c) ~~and Transcapital Financial Corporation (“TFC”), AMCAP’s 65% owned subsidiary, filed voluntary petitions~~ under ~~Chapter 11 of Title 11 of~~ the ~~United~~Exchange ~~States Code. The cases styled In re America Capital Corporation and In re~~Act ~~Transcapital~~(17 ~~Financial~~CFR ~~Corporation were filed with the United States Bankruptcy Court for the Southern District of Florida and have been assigned case numbers as follows:~~ 240.13e-4(c))

AMCAP:		06-12645-BKC-AJC
TFC:		06-12644-BKC-AJC

Item 1.03 Bankruptcy or Receivership.

~~AMCAP~~On February ~~and~~5, ~~TFC~~2009, ~~remain~~the inUnited ~~control~~States Bankruptcy Court for the Southern District of ~~their~~Florida ~~assets~~(the "Bankruptcy Court") entered an order (the "Confirmation Order") confirming the First Amended Plan of Liquidation (the "Plan") of America Capital Corporation ("AMCAP"). Copies of the Plan as ~~debtors~~confirmed and the Confirmation Order are attached as Exhibits 2.1 and 99.1, respectively, to this Current Report on Form 8-~~in-possession~~K and are incorporated herein by reference.

~~Future~~The ~~administration~~Plan contemplates the liquidation of all of AMCAP's assets for the benefit of creditors with Allowed Claims (as defined in the Plan). AMCAP will not continue to engage in the conduct of any trade or business except to the extent necessary to accomplish the liquidation and ~~disclosure~~distribution of AMCAP's assets. In addition, the Plan provides that all equity interests in AMCAP, including, without limitation, common stock, preferred stock, warrants, options and other rights to purchase any equity interest in AMCAP, will be cancelled ~~managed~~and ~~through~~extinguished as of the effective date of the Plan. The holders of equity interests will not receive any property under the Plan on account of such ~~proceedings~~interests and will receive no distribution under the Plan. Therefore, the holders of equity interests are deemed to have rejected the Plan and are not entitled to vote on the Plan. AMCAP's 8.40% Subordinated Notes due June 15, 1993 also will be cancelled and extinguished as of the effective date of the Plan, and the holders thereof will not retain any rights in respect of such securities other than the right to receive distributions pursuant to the Plan. Additionally, all of AMCAP's litigation claims have become vested assets of AMCAP's estate and the liquidating agent is authorized to commence and prosecute any such claims for the benefit of the estate and creditors with Allowed Claims and holders of Allowed Equity Interests (i.e., equity interests which have not been timely disputed or, if timely disputed, have been allowed by the Bankruptcy Court pursuant to a final order). Jeffrey H. Beck was appointed as the liquidating agent of AMCAP's estate.

~~Item 8.01~~A condition —precedent ~~Other~~to ~~Events~~the Bankruptcy Court's confirmation of the Plan was the ~~Recap~~confirmation ~~and~~by ~~Update~~final order of the ~~Government~~plan ~~Litigation~~of liquidation filed by Transcapital Financial Corporation (“TFC”) (AMCAP's 65% owned subsidiary) with the Bankruptcy Court in Chapter 11 Case No. 06-12644-BKC-AJC which was confirmed by the Bankruptcy Court on September 23, 2008 and became effective on October 6, 2008.

OnImmediately prior ~~August 8,~~to ~~1995,~~the ~~AMCAP~~confirmation ~~and~~of ~~TFC filed a complaint in~~ the ~~United~~Plan, ~~States~~AMCAP ~~Court~~had ofapproximately ~~Federal Claims~~21,948,148 inissued and aoutstanding ~~case~~shares ~~styled~~of ~~AMCAP~~Common ~~and~~Stock, ~~TFC v~~$0.10 ~~The~~par ~~United States~~value, ~~No. 95-523C~~and ~~(the “Government~~approximately ~~Litigation”)~~2,092,997 ~~asserting~~issued ~~both~~and ~~breach~~outstanding shares of ~~contract~~Series ~~and~~A ~~takings~~Preferred ~~claims~~Stock, ~~arising~~$1.00 ~~out of prior~~par ~~acquisitions~~value. As of ~~supervisory~~the ~~savings~~effective ~~and~~date ~~loan~~of ~~associations~~the ~~from~~Plan, anAMCAP ~~agency~~will ofno ~~The~~longer ~~United~~have ~~States~~any ~~(“Government”)~~shares byof ~~Transohio~~capital ~~Savings~~stock ~~Bank~~issued ~~(“TSB”),~~and ~~a former subsidiary of TFC~~outstanding. AMCAP Ondoes ~~March 25,~~not ~~1997,~~have ~~the~~any ~~Federal~~shares ~~Deposit~~of ~~Insurance~~capital ~~Corporation~~stock ~~(“FDIC”)~~reserved ~~filed~~for afuture ~~complaint~~issuance in ~~intervention,~~respect asof ~~successor~~claims toand ~~the~~interests ~~rights~~filed ofand ~~TSB~~allowed under the Plan.

OnAMCAP's assets ~~October 10,~~are ~~2000,~~comprised of its 65.19% common stock ownership of TFC and ~~AMCAP~~certain potential ~~filed~~litigation aclaims ~~motion~~as ~~for~~more ~~partial~~fully ~~summary~~described ~~judgment~~in ~~challenging~~Exhibit C to the First ~~Government’s~~Amended ~~breach~~Disclosure ofStatement ~~two~~for ~~specific~~Debtor's ~~promises:~~First Amended Plan of Liquidation (a“Disclosure Statement”) to. ~~record~~AMCAP's ~~approximately~~liabilities ~~$50~~and/or ~~Million~~claims are described in the ~~supervisory~~Disclosure ~~goodwill~~Statement ~~created~~Section byII ~~the~~and ~~merger~~include assenior anindebtedness ~~intangible,~~of ~~amortizing asset~~$1, 230,586 and toother ~~count~~indebtedness ~~the goodwill~~of ~~toward~~$227,586,820 ~~compliance~~to ~~with~~holders ~~TSB~~of ~~regulatory~~AMCAP's ~~capital~~subordinated ~~requirements,~~ notes (and (ba Judgment arising therefrom) to. ~~record,~~The asclaims aare ~~direct credit~~subject to ~~TSB’s~~further proceedings ~~regulatory~~in ~~capital~~Bankruptcy Court, including a ~~$107~~formal claims examination process.5 A ~~Million~~copy ~~cash~~of ~~contribution~~the ~~made~~Disclosure byStatement a(including ~~governmental~~Exhibit C ~~entity~~thereto) inis ~~order~~attached toas ~~partially~~Exhibit ~~offset~~99.2 ~~the~~to ~~massive~~this ~~net~~Current ~~worth~~Report ~~deficit~~on ofForm ~~the~~8-K ~~acquired~~and ~~supervisory~~is ~~savings~~incorporated ~~and~~herein ~~loan~~by ~~associations~~reference.

~~On August 31, 2001, TFC and AMCAP filed a motion for partial summary judgment regarding the~~Item ~~recovery, under either a reliance or a restitution theory, of the value of their investment in TSB at the time the acquired supervisory savings and loan associations were acquired~~9.01 ~~TFC~~Financial ~~and~~Statements AMCAP also requested summary judgment regarding the recovery, as reliance damages, of the $42 Million capital infusion by them to TSB. On November 30, 2001, the Government filed its response, to which TFC and ~~AMCAP filed a reply on February 15, 2002~~Exhibits.

~~On October 31, 2003, the Court of Federal Claims issued a memorandum opinion and order entering a judgment granting TFC and AMCAP’s October 10, 2000 motion for summary judgment~~(d) Exhibits. The Court of Federal Claims held that the terms of an August 29, 1986 Assistance Agreement between the Government entity and AMCAP, TFC, and TSB assigned the risk of regulatory change to the Government, at least with respect to a promise to allow TSB to amortize the $107.5 million capital credit and $50 million in supervisory goodwill, as adjusted on a 25 year straight-line basis and to apply

Exhibit Number		Description
2.1		First Amended Plan of Liquidation of America Capital Corporation
99.1		Order Confirming First Amended Plan of Liquidation of America Capital Corporation
99.2		First Amended Disclosure Statement (including Exhibit C thereto)

that amount toward meeting regulatory capital requirements. The Court of Federal Claims also held that on December 9, 1989, when FIRREA was enacted, the Government breached those essential terms of the August 29, 1986 Assistance Agreement. On November 17, 2003, the Government filed a motion for reconsideration regarding the Court of Federal Claims’ determination of liability. On December 19, 2003, TSB and AMCAP filed a response and the Government filed its reply on January 23, 2004.

On December 16, 2003, the Court of Federal Claims held an oral argument to consider TFC’s and AMCAP’s August 31, 2001 motion for summary judgment as to damages. On February 27, 2004, the Court of Federal Claims issued a memorandum opinion and partial summary judgment granting TFC and AMCAP’s August 31, 2001 motion for summary judgment, determining that the Government had breached the August 29, 1986 Assistance Agreement and that TFC’s essential reliance interest was $126,479,000 and TFC’s collateral reliance interest was $42,166,000 subject, however, to an evidentiary hearing to provide the Government with an opportunity to establish with reasonable certainty any loss that TFC and AMCAP would have suffered had TSB been allowed to count the capital credit and supervisory goodwill toward regulatory capital. The Court of Federal Claims substantially denied TFC and AMCAP’s claims for restitution. The FDIC claims were denied.

The Court of Federal Claims conducted an evidentiary hearing in June, July and August, 2004. On October 1, 2004, the Government and TFC filed post-trial briefs and proposed findings of fact and conclusions of law. On December 3, 2004, the Court of Federal Claims conducted oral argument.

On January 19, 2005, the Court of Federal Claims issued its Memorandum Opinion and Order Awarding TFC $109.309 Million Damages Based on Reliance Interests (the “TFC Judgment”). Pursuant to the TFC Judgment, the Court of Federal Claims concluded that TFC is entitled to damages of $109.309 Million, which is comprised by taking the total essential and collateral reliance interests of $159.645 Million, less net losses of $50.336 Million which the court found TSB would have sustained regardless of the Government’s breach.

On February 25, 2005, the Government filed a motion for reconsideration of the TFC Judgment. The Court of Federal Claims granted in part and denied in part the Government’s motion for reconsideration. In so doing, the Court of Federal Claims did not upset the previous award of damages to TFC in the amount of $109.309 Million. On May 31, 2005, the Court of Federal Claims issued its Final Opinion and Order awarding TFC $109.309 Million in damages. The Court of Claims also made a finding that but for the breach of contract TSB would not have been seized.

On July 27, 2005, the Government filed a Notice of Appeal with the United States Court of Appeals for the Federal Circuit. On August 9, 2005, TFC filed a Notice of Cross-Appeal. The FDIC also appealed based on its status as receiver for TSB. Oral argument was conducted on June 5, 2006 and the appeal is pending.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has ~~duly~~ duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 14, 2006	AMERICA CAPITAL CORPORATION
	AMERICA CAPITAL CORPORATION
	By:	/s/ Steven R. Cook
Dated: February 5, 2009	By:	/s/ Steven R. Cook
		Steven R. Cook, Executive Vice President
		Steven R. Cook
		Executive Vice President

EXHIBIT INDEX

Exhibit Number		Description
2.1		First Amended Plan of Liquidation of America Capital Corporation
99.1		Order Confirming First Amended Plan of Liquidation of America Capital Corporation
99.2		First Amended Disclosure Statement (including Exhibit C thereto)

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