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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 35)*
Canal Capital Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
913014106
(CUSIP Number)
Asher B. Edelman, 717 Fifth Avenue,
New York, New York 10022
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 24, 1996
(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.)
(Continued on following page)<PAGE>
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>
SCHEDULE 13D
CUSIP No. 913014106 Page 3 of 15 pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Asher B. Edelman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)/x/
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
78,900 (including options on 47,500 shares)
8 SHARED VOTING POWER
203,000
9 SOLE DISPOSITIVE POWER
78,900 (Including options on 47,500 shares)
10 SHARED DISPOSITIVE POWER
203,000
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,900 (including options on 47,500 shares)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
See Item 5
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 913014106 Page 4 of 15 pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Regina M. Edelman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)/_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION Brazil
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
145,050
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
145,050
10 SHARED DISPOSITIVE POWER
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 913014106 Page 5 of 15 pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
A.B. Edelman Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)/_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
1,017,120
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,017,120
10 SHARED DISPOSITIVE POWER
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,017,120
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%
14 TYPE OF REPORTING PERSON*
PN
*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>
SCHEDULE 13D
CUSIP No. 913014106 Page 6 of 15 pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Felicitas Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)/_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
3,399
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,399
10 SHARED DISPOSITIVE POWER
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,399
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
14 TYPE OF REPORTING PERSON*
PN
*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>
SCHEDULE 13D
CUSIP No. 913014106 Page 7 of 15 pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Aile Blanche, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)/_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8,400
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
8,400
10 SHARED DISPOSITIVE POWER
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
CO
*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>
SCHEDULE 13D
CUSIP No. 913014106 Page 8 of 15 pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Canal Capital Corporation Retirement Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)/_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
26,620
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
26,620
10 SHARED DISPOSITIVE POWER
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,620
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
EP
*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>
SCHEDULE 13D
CUSIP No. 913014106 Page 9 of 15 pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Edelman Value Fund Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)/_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
203,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
203,000
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14 TYPE OF REPORTING PERSON*
CO
*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>
CUSIP No. 913014106
Items 3, 5(a), 5(c) and 7 of the Schedule 13D, dated June 1,
1984, relating to the Common Stock, par value $0.01 per share, of
Canal Capital Corporation, as amended (the "Schedule 13D"), are
hereby amended by adding thereto the information set forth below.
The terms defined in the Schedule 13D shall have their defined
meanings herein, unless otherwise defined herein.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented by the addition of the
following:
The 100,000 shares of the Common Stock purchased by Edelman
Value Fund Ltd. (the "Fund") since the date of the last preceding
Amendment to this Schedule 13D, at an aggregate cost of
approximately $17,410 (including commissions), were purchased
with the Fund's working capital.
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby supplemented by the addition of the
following:
(a) The aggregate percentage of shares of Common Stock
reported owned by each person herein is based upon 4,326,930
shares outstanding, which is the number of shares outstanding at
March 8, 1996, as reported in the Company's Form 10-Q for the
fiscal quarter ended January 31, 1996, as filed with the
Securities and Exchange Commission.
As of the date hereof:
(i) Edelman Limited Partnership owns 1,017,120 shares of
the Common Stock, constituting approximately 23.5% of the shares
outstanding.
(ii) Mr. Edelman owns directly 31,400 shares of the Common
Stock and holds exercisable options on 47,500 shares of the
Common Stock, totaling 78,900 shares of the Common Stock. Such
shares constitute approximately 1.8% of the shares outstanding
(based upon the 4,374,430 shares which would be outstanding upon
the exercise of such options). By reason of the provisions of
Rule 13d-3, Mr. Edelman may be deemed to own beneficially the
shares owned by the Fund, Edelman Limited Partnership, Aile
Blanche, Regina M. Edelman, Felicitas and the Custodian Accounts,
which, when aggregated with the shares owned by Mr. Edelman,
total 1,684,519 shares (including options on 47,500 shares),
constituting approximately 38.5% of the shares outstanding (based
Page 10 of 15<PAGE>
CUSIP No. 913014106
upon the 4,374,430 shares which would be outstanding upon the
exercise of such options).
(iii) Regina M. Edelman owns 145,050 shares of the
Common Stock, constituting approximately 3.4% of the shares
outstanding.
(iv) Aile Blanche owns 8,400 shares of the Common Stock,
constituting approximately 0.2% of the shares outstanding.
(v) Felicitas owns 3,399 shares of the Common Stock,
constituting approximately 0.1% of the shares outstanding.
(vi) The Retirement Plan owns 26,620 shares of the Common
Stock, constituting approximately 0.6% of the shares outstanding.
(vii) The Fund owns 203,000 shares of the Common Stock,
constituting approximately 3.3% of the shares outstanding.
(viii) The Custodian Accounts own 188,650 shares of the
Common Stock, constituting approximately 4.3% of the shares
outstanding.
(ix) Certain other persons related to or affiliated with Mr.
Edelman own the following amounts of Common Stock: (A) Penelope
C. Edelman owns 35,865 shares of Common Stock, constituting
approximately 0.9% of the shares outstanding; (B) three UGMA
Accounts for the benefit of children of Mr. Edelman, of which
Penelope C. Edelman is custodian, own a total of 140,110 shares
of Common Stock, constituting approximately 3.2% of the shares
outstanding; (C) three trusts for the benefit of children of Mr.
Edelman, of which Michael E. Schultz (a director of the Company)
is trustee (the "Trusts") own a total of 590,186 shares of Common
Stock, constituting approximately 13.6% of the shares
outstanding; and (D) Mildred Ash owns 107,400 shares of Common
Stock, constituting approximately 2.5% of the shares outstanding.
Mr. Edelman expressly disclaims beneficial ownership of the
foregoing shares of Common Stock.
(x) To the best knowledge of the reporting persons, certain
directors and officers of the reporting persons and other
affiliated persons own the following amounts of Common Stock
(based upon information reported by the Company or such
individuals in public filings): (A) Irving Garfinkel, an officer
of Edelman Management and Aile Blanche, a director of Datapoint,
owns 11,210 shares of Common Stock, constituting approximately
0.2% of the shares outstanding; (B) Gerald N. Agranoff, an
Page 11 of 15<PAGE>
CUSIP No. 913014106
officer of Edelman Management, holds exercisable options on
22,000 shares of Common Stock, which constitute approximately
0.5% of the shares outstanding (based upon the 4,348,930 shares
which would be outstanding upon the exercise of such options);
and (C) Michael Schultz, trustee of the Trusts, owns 58,835
shares of Common Stock and holds exercisable options on 277,500
shares of Common Stock, totaling 336,335 shares of the Common
Stock, which constitute approximately 7.3% of the shares
outstanding (based upon the 4,604,430 shares which would be
outstanding upon the exercise of such options).
Item 5(c) is hereby supplemented by the addition of the
following:
(c) On June 19, 1996, Regina M. Edelman sold 40,000 shares
of Common Stock to the Fund through a broker for a price of $.135
per share. On June 24, 1996, the Fund purchased 50,000 shares of
Common Stock through a broker for a price of $0.22 per share. On
June 28, 1996, the Fund purchased 10,000 shares of Common Stock
through a broker for a price of $0.31 per share.
Item 7. Material to be Filed as Exhibits.
Exhibit I - Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
Exhibit II- Power of Attorney.
Page 12 of 15<PAGE>
CUSIP No. 913014106
Signature
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Dated: July 1, 1996
/s/ Asher B. Edelman
Asher B. Edelman, individually, as a
general partner of A. B. Edelman Limited
Partnership and as attorney-in-fact for
each of Canal Capital Corporation
Retirement Plan, Felicitas Partners,
L.P., Edelman Value Partners L.P.,
Edelman Value Fund Ltd., Regina M.
Edelman, and Aile Blanche, Inc., under
Powers of Attorney previously filed with
the Securities and Exchange Commission
as Exhibits to this Schedule 13D and
amendments thereto.
Page 13 of 15<PAGE>
CUSIP No. 913014106 EX-99
EXHIBIT I
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agrees that the statement to which this Exhibit
is attached is filed on behalf of it in the capacity set forth
below.
/s/ Asher B. Edelman
Asher B. Edelman, individually, as a
general partner of A. B. Edelman Limited
Partnership and as attorney-in-fact for
each of Canal Capital Corporation
Retirement Plan, Felicitas Partners,
L.P., Regina M. Edelman and Aile
Blanche, Inc. under Powers of Attorney
previously filed with the Securities and
Exchange Commission as Exhibits to this
Schedule 13D and amendments thereto.
EDELMAN VALUE FUND LTD.
By: /s/ Bart d'Ancona & Matthijs Bogers
Name: Bayard (Luxembourg)
Administration Ltd.
Title: Administrator
Page 14 of 15<PAGE>
CUSIP No. 913014106 EX-24
EXHIBIT II
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, hereby
constitutes and appoints Asher B. Edelman its true and lawful
attorney-in-fact and agent for the undersigned and on its behalf
and its name, place and stead, in any and all capacities, to sign
a Schedule 13D in respect of the equity securities of Canal
Capital Corporation, and any and all amendments thereto, such
capacity to include, but shall not be limited to, signing on
behalf of the undersigned as a member of a group pursuant to Rule
13d-1(f)(1)(iii) of the Securities Exchange Act of 1934, and to
file the Schedule 13D, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent, all power and authority to do and perform each and every
act and thing requisite and necessary to be done, as fully and to
all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this instrument
on this 1st day of July, 1996.
EDELMAN VALUE FUND LTD.
By: /s/ Bart d'Ancona & Matthijs Bogers
Name: Bayard (Luxembourg)
Administration Ltd.
Title: Administrator
Page 15 of 15
