<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
CANAL CAPITAL CORPORATION
- - -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
- - -------------------------------------------------------------------------------
(Title of Class of Securities)
913014106
- - -------------------------------------------------------------------------------
(CUSIP Number)
MICHAEL E. SCHULTZ, CANAL CAPITAL CORPORATION, 717 FIFTH AVENUE
NEW YORK, NEW YORK 10022; (212) 826-6040
- - -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
MAY 22, 1995
- - -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 913014106 Page 2 of 15 Pages
<TABLE>
<S> <C>
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Michael E. Schultz
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /x/
2
SEC USE ONLY
3
SOURCE OF FUNDS*
4
PF
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / /
5
CITIZENSHIP OR PLACE OF ORGANIZATION United States
6
SOLE VOTING POWER
7
336,335 (including options on 277,500 shares)
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 0
OWNED BY
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON WITH 336,335 (including options on 277,500 shares)
SHARED DISPOSITIVE POWER
10
0
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
11
336,335 (including options on 277,500 shares)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
See Item 5 /x/
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.23%
TYPE OF REPORTING PERSON*
14
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 913014106 Page 3 of 15 Pages
<TABLE>
<S> <C>
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Trust fbo Alexandra Edelman
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /x/
2
SEC USE ONLY
3
SOURCE OF FUNDS*
4
PF
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / /
5
CITIZENSHIP OR PLACE OF ORGANIZATION United States
6
SOLE VOTING POWER
7
0
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 196,062
OWNED BY
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON WITH 0
SHARED DISPOSITIVE POWER
10
196,062
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
11
196,062
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
12
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.53%
TYPE OF REPORTING PERSON*
14
00
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP No. 913014106 Page 4 of 15 Pages
<TABLE>
<S> <C>
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Trust fbo Danielle Edelman
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /x/
2
SEC USE ONLY
3
SOURCE OF FUNDS*
4
PF
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / /
5
CITIZENSHIP OR PLACE OF ORGANIZATION United States
6
SOLE VOTING POWER
7
0
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 196,462
OWNED BY
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON WITH 0
SHARED DISPOSITIVE POWER
10
196,462
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
11
196,462
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
12
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.54%
TYPE OF REPORTING PERSON*
14
00
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP No. 913014106 Page 5 of 15 Pages
<TABLE>
<S> <C>
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Trust fbo Lisa Edelman
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /x/
2
SEC USE ONLY
3
SOURCE OF FUNDS*
4
PF
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / /
5
CITIZENSHIP OR PLACE OF ORGANIZATION United States
6
SOLE VOTING POWER
7
0
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 196,662
OWNED BY
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON WITH 0
SHARED DISPOSITIVE POWER
10
196,662
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
11
196,662
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
12
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.55%
TYPE OF REPORTING PERSON*
14
00
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
<TABLE>
<S> <C>
Item 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 1. Security and Issuer - Initial Filing - 10/7/91. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 2. Identity and Background - Initial filing - 10/7/91. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 3, as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 3. Source and Amount of Funds or Other Consideration - Initial Filing - 10/7/91. . . . . . . . . . . . . . . . . 7
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 1 - 7/26/92. . . . . . . . . . . . . . . . . 8
Item 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 4. Purpose of Transaction - Initial Filing - 10/7/91. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 5, as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 5. Interest in the Securities of the Issuer - Initial Filing - 10/7/91 . . . . . . . . . . . . . . . . . . . . . 9
Item 5. Interest in the Securities of the Issuer - Amendment No. 1 - 7/26/92. . . . . . . . . . . . . . . . . . . . . 11
Item 5. Interest in the Securities of the Issuer - Amendment No. 2 - Current Filing. . . . . . . . . . . . . . . . . . 12
Item 6, as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer - Initial
Filing - 10/7/91. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. -
Amendment No. 1 - 7/26/92 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 7. Material to be Filed as Exhibits. - Initial Filing - 10/7/91 . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
Page 6 of 15
<PAGE> 7
ITEM 1
Item 1. Security and Issuer - Initial Filing - 10/7/91.
This statement relates to the common stock, par value $.01 per
share (the "Common Stock"), issued by Canal Capital Corporation (the
"Company"), whose principal executive offices are located at 717 Fifth Avenue,
New York, New York 10022.
ITEM 2
Item 2. Identity and Background - Initial filing - 10/7/91.
(a) This statement is filed by Michael E. Schultz,
individually and on behalf of trusts for the benefit of Alexandra Edelman (the
"Alexandra Trust"), Danielle Edelman (the "Danielle Trust") and Lisa Edelman
(the "Lisa Trust", and together with the Alexandra Trust and the Danielle
Trust, the "Trusts") of which Mr. Schultz is the trustee.
(b) The business address of Mr. Schultz is 375 Park
Avenue, New York, New York 10152.
(c) The principal occupations of Mr. Schultz are that of
Counsel to the law firm of Ehrenkranz Ehrenkranz & Schultz and President of the
Company.
(d) None of Mr. Schultz or the Trusts has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors.)
(e) None of Mr. Schultz or the Trusts has, during the
last five years, been a party to a civil proceeding of the judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect thereto.
(f) Mr. Schultz and the beneficiaries of the Trusts are
citizens of the United States.
ITEM 3, AS AMENDED
Item 3. Source and Amount of Funds or Other Consideration - Initial Filing -
10/7/91.
The aggregate purchase price (including commissions) of the
shares owned directly by Mr. Schultz is approximately $128,026. Such shares
were purchased with his personal funds and include 200 shares received as a
stock dividend from the Company.
The aggregate purchase price (including commissions, if any)
of the shares owned by the Alexandra Trust is approximately $117,023. Such
shares were purchased with the funds of the Alexandra Trust.
The aggregate purchase price (including commissions) of the
shares owned by the Danielle Trust is approximately $116,268. Such shares were
purchased with the funds of the Danielle Trust.
The aggregate purchase price (including commissions) of the
shares owned by the Lisa Trust is approximately $116,486. Such shares were
purchased with the funds of the Lisa Trust.
Page 7 of 15
<PAGE> 8
The aggregate purchase price (including commissions) of the
shares held in certain Uniform Gift to Minors Act Accounts for the benefit of
Alexandra Edelman, of which Asher B. Edelman and Penelope C. Edelman are the
respective custodians, is approximately $108,833. Such shares were purchased
with the personal funds of such accounts.
The aggregate purchase price (including commissions) of the
shares held in certain Uniform Gift to Minors Act Accounts for the benefit of
Danielle Edelman, of which Asher B. Edelman and Penelope C. Edelman are the
respective custodians, is approximately $118,873. Such shares were purchased
with the personal funds of such Accounts.
The aggregate purchase price (including commissions) of the
shares held in certain Uniform Gift to Minors Act Accounts for the benefit of
Lisa Edelman, of which Asher B. Edelman and Penelope C. Edelman are the
respective custodians, is approximately $116,901. Such shares were purchased
with the personal funds of such Accounts.
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 1 -
7/26/92.
Item 3 is hereby supplemented by the addition of the following:
The Trusts received 1,812 shares as partial liquidating
distributions from Felicitas Partners, L.P. ("Felicitas") in connection with
their withdrawal as limited partners of Felicitas.
36,000 shares were purchased on December 18, 1991 by the
Uniform Gift to Minors Act Accounts for the benefit of Alexandra Edelman,
Danielle Edelman and Lisa Edelman. Such shares were purchased with the
respective funds of the Uniform Gift to Minors Act Accounts at an aggregate
cost of $9,075 (including commissions).
Item 3. Source and Amount of Funds or Other Consideration - Amendment No. 2 -
Current Filing.
On May 22, 1995, Mr. Schultz purchased 56,368 shares of the
Common Stock from Datapoint Corporation for a purchase price of $20,887. The
aggregate purchase price (including commissions) of the shares owned directly
by Mr. Schultz is approximately $148,913. Such shares were purchased with his
personal funds and include 200 shares received as a stock dividend from the
Company.
On May 22, 1995, the Alexandra Trust purchased 18,788 shares
of the Common Stock from Datapoint Corporation for a purchase price of $6,962.
The aggregate purchase price (including commissions, if any) of the shares
owned by the Alexandra Trust is approximately $123,985. Such shares were
purchased with the funds of the Alexandra Trust.
On May 22, 1995, the Danielle Trust purchased 18,788 shares of
the Common Stock from Datapoint Corporation for a purchase price of $6,962.
The aggregate purchase price (including commissions) of the shares owned by the
Danielle Trust is approximately $123,230. Such shares were purchased with the
funds of the Danielle Trust.
On May 22, 1995, the Danielle Trust purchased 18,788 shares of
the Common Stock from Datapoint Corporation for a purchase price of $6,962.
The aggregate purchase price (including commissions) of the shares owned by the
Lisa Trust is approximately $123,448. Such shares were purchased with the
funds of the Lisa Trust.
ITEM 4
Item 4. Purpose of Transaction - Initial Filing - 10/7/91.
The shares owned by Mr. Schultz and the Trusts are held for
investment. Mr. Schultz and the Trusts intend to review their investment in
the Company on a continuing basis and, depending upon
Page 8 of 15
<PAGE> 9
various factors, including the Company's business affairs and financial
position, the price levels of the shares of the Common Stock, and conditions in
the securities markets and general economic and industry conditions, Mr.
Schultz and the Trusts will take such actions with respect to their respective
investments in the Company as they deem appropriate in light of the
circumstances existing from time to time. Such actions may include the
acquisition of additional shares of the Common Stock through open-market and
privately negotiated transactions, and may, subject to applicable securities
laws, include the sale of some or all of their holdings in the open market or
in privately negotiated transactions to one or more purchasers under
appropriate circumstances.
ITEM 5, AS AMENDED
Item 5. Interest in the Securities of the Issuer - Initial Filing - 10/7/91
(a) The aggregate percentage of shares of the Common
Stock reported as owned by each person herein is based upon 4,326,930 shares
outstanding, which is the number of shares outstanding at August 31, 1991, as
reported in the Company's quarterly report on Form 10-Q for the fiscal quarter
ended July 31, 1991. The shares of the Common Stock reported herein as being
owned by the Trusts and Uniform Gift to Minors Act Accounts for the benefit of
Alexandra Edelman, Danielle Edelman and Lisa Edelman are also reported as being
owned by the respective owner thereof in the Schedule 13D filed by Asher B.
Edelman with respect to the Common Stock.
As of the close of business on October 15, 1991:
(i) Mr. Schultz owns directly 38,200 shares of
the Common Stock and holds options on 22,000 shares of the Common Stock
totalling 60,200 shares of the Common Stock. Such shares constitute
approximately 1.4% of the shares outstanding (based upon the 4,348,930 shares
which would be outstanding upon the exercise of such options). Mr. Schultz is
the trustee of the Trusts and, by reason of the provisions of Rule 13d-3, may
be deemed to own beneficially the shares of the Common Stock owned by the
Trusts. Mr. Schultz expressly disclaims beneficial ownership of these shares.
(ii) The Alexandra Trust owns 177,670 shares of
the Common Stock, constituting approximately 4.1% of the shares outstanding.
Alexandra Edelman is also the beneficiary of certain Uniform Gift to Minors Act
Accounts, of which Asher B. Edelman and Penelope C. Edelman are the respective
custodians, which hold in the aggregate 54,660 shares of the Common Stock,
constituting approximately 1.3% of the shares outstanding.
(iii) The Danielle Trust owns 177,070 shares of the
Common Stock, constituting approximately 4.1% of the shares outstanding.
Danielle Edelman is also the beneficiary of certain Uniform Gift to Minors Act
Accounts, of which Asher B. Edelman and Penelope C. Edelman are the respective
custodians, which hold in the aggregate 81,800 shares of the Common Stock,
constituting approximately 1.9% of the shares outstanding.
(iv) The Lisa Trust owns 177,270 shares of the
Common Stock, constituting approximately 4.1% of the shares outstanding. Lisa
Edelman is also the beneficiary of certain Uniform Gift to Minors Act Accounts,
of which Asher B. Edelman and Penelope C. Edelman are the respective
custodians, which hold in the aggregate 80,300 shares of the Common Stock,
constituting approximately 1.9% of the shares outstanding.
(b) Mr. Schultz has the sole power to vote and direct the
vote and to dispose and direct the disposition of the shares of the Common
Stock owned directly by him. Mr. Schultz, as trustee of the Trusts, also has
the sole power to vote and direct the vote and to dispose and direct the
disposition of the shares of the Common Stock owned by the Trusts.
The power to vote and to direct the vote and to dispose and to
direct the disposition of the shares of the Common Stock held in the Uniform
Gift to Minors Act Accounts for the benefit of
Page 9 of 15
<PAGE> 10
Alexandra Edelman, Danielle Edelman and Lisa Edelman, respectively, is held
exclusively by the respective custodians of such Accounts.
(c) All transactions in the Common Stock in the sixty
days preceding the date of this Schedule 13D by Mr. Schultz and the Trusts are
set forth on Schedule A hereto. All transactions in the Common Stock in the
sixty days preceding the date of this Schedule 13D by the Uniform Gift to
Minors Act Accounts for the benefit of Alexandra Edelman, Danielle Edelman and
Lisa Edelman are set forth on Schedule B hereto. All of such transactions were
privately negotiated transactions.
(d) No person other than Mr. Schultz is known to have the
right to receive or the power to direct the receipt of dividends from or the
proceeds from the sale of the shares of the Common Stock owned by Mr. Schultz
and the Trusts.
No person other than the respective custodian of the Uniform
Gift to Minors Act Accounts for the benefit of Alexandra Edelman, Danielle
Edelman and Lisa Edelman has the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the shares of the
Common Stock owned by such Uniform Gift to Minors Act Accounts.
(e) Not Applicable.
Page 10 of 15
<PAGE> 11
SCHEDULE A
Transactions in the Common Stock - Reporting Persons
<TABLE>
<CAPTION>
Number of Shares Price Per Share
Date Purchased (Sold) (Excluding Commission)
- - ---- ---------------- ----------------------
<S> <C> <C>
Alexandra Edelman Trust
- - -----------------------
10/07/91 147,910 $.375
Danielle Edelman Trust
- - ----------------------
10/07/91 147,910 $.375
Lisa Edelman Trust
- - ------------------
10/07/91 147,910 $.375
</TABLE>
SCHEDULE B
Transactions in the Common Stock - Custodian Accounts
<TABLE>
<CAPTION>
Number of Shares Price Per Share
Date Purchased (Sold) (Excluding Commission)
- - ---- ---------------- ----------------------
UGMA Account - Alexandra Edelman (Asher B. Edelman Custodian)
- - -------------------------------------------------------------
<S> <C> <C>
10/10/91 18,190 $.375
<CAPTION>
UGMA Account - Danielle Edelman (Asher B. Edelman Custodian)
- - ------------------------------------------------------------
<S> <C> <C>
10/10/91 48,180 $.375
<CAPTION>
UGMA Account - Lisa Edelman (Asher B. Edelman Custodian)
- - --------------------------------------------------------
<S> <C> <C>
10/10/91 48,180 $.375
</TABLE>
Item 5. Interest in the Securities of the Issuer - Amendment No. 1 - 7/26/92.
Item 5(a) is hereby supplemented by the addition of the
following:
(a) The aggregate percentage of shares of the Common
Stock reported as owned by each person herein is based upon 4,326,930 shares
outstanding, which is the number of shares outstanding at April 30, 1992, as
reported in the Company's quarterly report on Form 10-Q for the fiscal quarter
ended April 30, 1992. The shares of the Common Stock reported herein as being
owned by the Trusts and Uniform Gift to Minors Act Accounts for the benefit of
Alexandra Edelman, Danielle Edelman and Lisa Edelman are also reported as being
owned by the respective owner thereof in the Schedule 13D filed by Asher B.
Edelman with respect to the Common Stock.
As of the close of business on July 26, 1992:
Page 11 of 15
<PAGE> 12
(i) Mr. Schultz owns directly 2,467 shares of the
Common Stock and holds options on 272,000 shares of the Common Stock totalling
274,467 shares of the Common Stock. Such shares constitute approximately 6.0%
of the shares outstanding (based upon the 4,598,930 shares which would be
outstanding upon the exercise of such options). Mr. Schultz is the trustee of
the Trusts and, by reason of the provisions of Rule 13d-3, may be deemed to own
beneficially the shares of the Common Stock owned by the Trusts. Mr. Schultz
expressly disclaims beneficial ownership of these shares.
(ii) The Alexandra Trust owns 178,274 shares of the
Common Stock, constituting approximately 4.1% of the shares outstanding.
Alexandra Edelman is also the beneficiary of certain Uniform Gift to Minors Act
Accounts, of which Asher B. Edelman and Penelope C. Edelman are the respective
custodians, which hold in the aggregate 66,660 shares of the Common Stock,
constituting approximately 1.3% of the shares outstanding.
(iii) The Danielle Trust owns 177,674 shares of the
Common Stock, constituting approximately 4.1% of the shares outstanding.
Danielle Edelman is also the beneficiary of certain Uniform Gift to Minors Act
Accounts, of which Asher B. Edelman and Penelope C. Edelman are the respective
custodians, which hold in the aggregate 93,800 shares of the Common Stock,
constituting approximately 1.9% of the shares outstanding.
(iv) The Lisa Trust owns 177,874 shares of the
Common Stock, constituting approximately 4.1% of the shares outstanding. Lisa
Edelman is also the beneficiary of certain Uniform Gift to Minors Act Accounts,
of which Asher B. Edelman and Penelope C. Edelman are the respective
custodians, which hold in the aggregate 92,300 shares of the Common Stock,
constituting approximately 1.9% of the shares outstanding.
Item 5(c) is hereby supplemented by the addition of the
following:
There have been no transactions in the Common Stock in the
sixty days preceding the date of this Amendment by any of Mr. Schultz, the
Trusts of the Uniform Gift to Minors Act Accounts for the benefit of Alexandra
Edelman, Danielle Edelman and Lisa Edelman.
Item 5. Interest in the Securities of the Issuer - Amendment No. 2 - Current
Filing.
Item 5(a) is hereby supplemented by the addition of the
following:
(a) The aggregate percentage of shares of the Common
Stock reported as owned by each person herein is based upon 4,326,930 shares
outstanding, which is the number of shares outstanding at February 28, 1995, as
reported in the Company's quarterly report on Form 10-Q for the fiscal quarter
ended January 31, 1992. The shares of the Common Stock reported herein as
being owned by the Trusts and Uniform Gift to Minors Act Accounts for the
benefit of Alexandra Edelman, Danielle Edelman and Lisa Edelman are also
reported as being owned by the respective owner thereof in the Schedule 13D
filed by Asher B. Edelman with respect to the Common Stock.
As of the close of business on May 22, 1995:
(i) Mr. Schultz owns directly 58,835 shares of the
Common Stock and holds options on 277,500 shares of the Common Stock totalling
336,335 shares of the Common Stock. Such shares constitute approximately 7.23%
of the shares outstanding (based upon the 4,598,930 shares which would be
outstanding upon the exercise of such options). Mr. Schultz is the trustee of
the Trusts and, by reason of the provisions of Rule 13d-3, may be deemed to own
beneficially the shares of the Common Stock owned by the Trusts. Mr. Schultz
expressly disclaims beneficial ownership of these shares.
(ii) The Alexandra Trust owns 196,062 shares of the
Common Stock, constituting approximately 4.53% of the shares outstanding.
Alexandra Edelman is also the beneficiary of certain Uniform Gift to Minors Act
Accounts, of which Asher B. Edelman and Penelope C. Edelman are the
Page 12 of 15
<PAGE> 13
respective custodians, which hold in the aggregate 66,660 shares of the Common
Stock, constituting approximately 1.3% of the shares outstanding.
(iii) The Danielle Trust owns 196,462 shares of the
Common Stock, constituting approximately 4.54% of the shares outstanding.
Danielle Edelman is also the beneficiary of certain Uniform Gift to Minors Act
Accounts, of which Asher B. Edelman and Penelope C. Edelman are the respective
custodians, which hold in the aggregate 93,800 shares of the Common Stock,
constituting approximately 1.9% of the shares outstanding.
(iv) The Lisa Trust owns 196,662 shares of the
Common Stock, constituting approximately 4.55% of the shares outstanding. Lisa
Edelman is also the beneficiary of certain Uniform Gift to Minors Act Accounts,
of which Asher B. Edelman and Penelope C. Edelman are the respective
custodians, which hold in the aggregate 92,300 shares of the Common Stock,
constituting approximately 1.9% of the shares outstanding.
ITEM 6, AS AMENDED
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer - Initial Filing - 10/7/91.
Mr. Schultz holds an option under the Company 1985 Directors'
Stock Option Plan to purchase 22,000 shares of the Common Stock at a price of
$6.705 per share. Such option is presently exercisable and expires on June 19,
1995. A copy of the Stock Option Agreement evidencing such option is attached
hereto as Exhibit 1 and is incorporated herein by reference.
Mr. Schultz holds an option under the Company's 1984 Stock
Option Plan to purchase 250,000 shares of the Common Stock at a price of $.25
per share. The option becomes exercisable on September 23, 1992 and expires on
September 23, 2001 and, accordingly, the shares underlying such option are
excluded from the number of shares reported herein as being owned by Mr.
Schultz. A copy of the Stock Option Agreement evidencing such option is
attached hereto as Exhibit 2 and is incorporated herein by reference.
Except as set forth in this Item 6, neither Mr. Schultz nor
the Trusts has any contracts, arrangements, understandings or relationships
with respect to the Common Stock of the Company.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer. - Amendment No. 1 - 7/26/92
Item 6 is hereby supplemented by the addition of the following:
On July 26, 1992, options held by Mr. Schultz to purchase
250,000 shares of the Common Stock became exercisable within 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer. - Amendment No. 2 - Current Filing
Item 6 is hereby supplemented by the addition of the following:
On May 22, 1995, options held by Mr. Schultz to purchase
277,500 shares of the Common Stock became exercisable within 60 days.
Page 13 of 15
<PAGE> 14
ITEM 7
Item 7. Material to be Filed as Exhibits. - Initial Filing - 10/7/91
(i) Stock Option Agreement between the Company and
Michael E. Schultz under the Company's 1985 Directors' Stock Option Plan.
(ii) Stock Option Agreement between the Company and
Michael E. Schultz under the Company's 1984 Stock Option Plan.
Page 14 of 15
<PAGE> 15
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true complete and correct. Dated: May 31, 1995
/s/ Michael E. Schultz
-----------------------------------------
Michael E. Schultz, individually
and as trustee of the Trusts for
the benefit of Alexandra Edelman,
Danielle Edelman and Lisa Edelman
Page 15 of 15
