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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. 33)*
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)
January 29, 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)
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).
SCHEDULE 13D
CUSIP No. 913014106 Page __ of 25 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*
PF,00
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
103,000
9 SOLE DISPOSITIVE POWER
78,900 (INCLUDING OPTIONS ON 47,500 shares)
10 SHARED DISPOSITIVE POWER
103,000
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,900 (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)
4.2%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 913014106 Page __ of 25 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*
PF
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
185,050
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
185,050
10 SHARED DISPOSITIVE POWER
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 913014106 Page __ of 25 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*
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 Delaware
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
1,012,120
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,012,120
10 SHARED DISPOSITIVE POWER
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,012,120
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%
14 TYPE OF REPORTING PERSON*
PN<PAGE>
SCHEDULE 13D
CUSIP No. 913014106 Page __ of 25 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*
WC, OO
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<PAGE>
SCHEDULE 13D
CUSIP No. 913014106 Page __ of 25 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*
WC, OO
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<PAGE>
SCHEDULE 13D
CUSIP No. 913014106 Page __ of 25 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*
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 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
SCHEDULE 13D
CUSIP No. 913014106 Page __ of 25 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
103,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
103,000
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14 TYPE OF REPORTING PERSON*
CO<PAGE>
CUSIP No. 913014106
Items 2, 3, 5, 6 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 2. Identity and Background
Item 2 is hereby supplemented and amended by the addition of
the following:
(a) This statement is filed also by Edelman Value Fund Ltd.
(the "Fund"), a corporation organized under the laws of the
British Virgin Islands. The director of the Fund is Bayard
Corporate Services (BVI) Ltd., and the officer and administrator
is Bayard (Luxembourg) Administration Ltd. Asher B. Edelman is
the investment manager of the Fund, with shared discretion to
direct the vote and disposition of securities held by the Fund.
(b) The principal business address of the Fund is The
Creque Building, P.O. Box 116, Road Town, Tortola, British Virgin
Islands. The principal business address of the director and
officer of the Fund is Residence Center, 1A Rue Du St. Esprit, L-
1475 Luxembourg. The principal business address of Asher B.
Edelman is 85 Av. General Guisan, Ch-1009 Pully, Switzerland.
(c) The principal business of the Fund is the investment of
funds in securities. The principal occupation of the Fund's
director is to serve as a nominee director to off-shore
companies. The principal business of the officer of the Fund is
to serve as a nominee and administrator to off-shore companies.
The principal occupation of Asher B. Edelman is as: General
Partner of Asco Partners; a general partner of Arbitrage
Securities Company (broker-dealer); General Partner of Plaza
Securities Company (investment partnership); and Chairman of the
Board and Chief Executive Officer of Datapoint Corporation
(telecommunication company).
(d) Neither the Fund nor Asher B. Edelman has, during the
last five years, been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
(e) The Fund has not during the last five years been a
party to a civil proceeding of a 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. Except as disclosed in previous
amendments to this Schedule 13D, Asher B. Edelman has not, during
the last five years, been a party to a civil proceeding of a
judicial or administrative body 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) The Fund is organized under the laws of the British
Virgin Islands. The sole director and the sole officer of the
Fund are corporations organized under the laws of the British
Virgin Islands. Asher B. Edelman is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented by the addition of the
following:
The 103,000 shares of the Common Stock purchased by the Fund
since the date of the last preceding Amendment to this Schedule
13D, at an aggregate cost of $16,035 (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 4,326,929
shares outstanding, which is the number of shares outstanding at
January 18, 1996, as reported in the Company's Form 10-K for the
fiscal year ended October 31, 1995, as filed with the Securities
and Exchange Commission.
As of the date hereof:
(i) Edelman Limited Partnership owns 1,012,120 shares of
the Common Stock, constituting approximately 23.4% 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 4,374,429 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 1,579,519 shares (including options on 47,500 shares),
constituting approximately 36.1% of the shares outstanding (based
upon the 4,374,429 shares which would be outstanding upon the
exercise of such options).
(iii) Regina M. Edelman owns 185,050 shares of the Common
Stock, constituting approximately 4.3% 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 103,000 shares of the Common Stock,
constituting approximately 2.4% 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 40,865 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
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 4,348,929 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 4,604,429 shares which would be
outstanding upon the exercise of such options).
Item 5(b) is hereby supplemented by the addition of the
following:
(b) Mr. Edelman is the Fund's investment manager and shares
with the Fund the power to vote and dispose of the shares owned
by the Fund.
Item 5(c) is hereby supplemented by the addition of the
following:
(c) On January 29, 1996, Regina M. Edelman sold 32,000
shares of Common Stock to the Fund through a broker for a price
of $.08 per share. On January 30, 1996, the Fund purchased
70,000 shares of Common Stock through a broker for a price of
$0.1875 per share. On January 31, 1996, the Fund purchased 1,000
shares of Common Stock through a broker for a price of $.25 per
share.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
Item 6 is hereby supplemented by the addition of the
following:
Pursuant to an investment management agreement with the
Fund, Asher B. Edelman has shared power to direct the vote and
disposition of all of the Common Stock owned by the Fund.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby supplemented by the addition of the
following:
1. Investment Management Agreement between Edelman Value
Fund Ltd. and Asher B. Edelman, dated as of January 1, 1996.<PAGE>
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: February 7, 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., 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/ B.J.W. D'Ancona, Administrator,
/s/ M. Bogers, Administrator
Name: Bayard (Luxembourg)
Administrator Ltd.
Title: Administrator
Conformed Copy
EXHIBIT
INVESTMENT MANAGEMENT AGREEMENT
INVESTMENT MANAGEMENT AGREEMENT effective as of the 1st
day of January 1, 1996 between EDELMAN VALUE FUND LTD., an
international business company organized under the laws of the
British Virgin Islands (the "Company"), and ASHER B. EDELMAN, an
individual (the "Investment Manager").
WHEREAS, the Company has been organized for the purpose
of investing and trading in securities, commodities and other
investment instruments and the Company desires to avail itself of
the experience, sources of information, advice and assistance
available to the Investment Manager, and desires to have the
Investment Manager perform for it various investment management
services; and
WHEREAS, the Investment Manager is willing to perform
such services under the terms and conditions hereinafter set
forth; and
WHEREAS, the Investment Manager has received a copy of
the Memorandum of Association of the Company (the "Memorandum")
and the Articles of Association of the Company (the "Articles");
NOW, THEREFORE, in consideration of the mutual
covenants herein contained and for other good and valuable
consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
1. Appointment of the Investment Manager. The
Investment Manager will act as investment manager to the Company
and will manage the investment and re-investment of the cash,
securities, commodities and other properties comprising the
assets of the Company (the "Managed Assets"). The Investment
Manager undertakes to give the Company the benefit of its best
judgment and efforts in rendering its services.
2. Authority of the Investment Manager. In
connection with its obligations hereunder, the Investment
Manager, as attorney-in-fact of the Company, will have the
authority for and in the name of the Company and without further
approval by the Company (except as may be required by law):
(a) to hold, invest and re-invest the Company's
assets, and in connection therewith, to hold part or all of the
Company's assets in cash, and to purchase or otherwise acquire or
sell, assign, negotiate, transfer, exchange or otherwise dispose
of or realize upon and trade in, upon margin or otherwise, all
forms of securities and other financial instruments of U.S. and
non-U.S. issuers and commodities, including but not limited to
shares, stocks, depository receipts, interests in investment
companies and mutual funds of all types currencies, interest
rates, stock market indices, preorganization certificates and
subscriptions, warrants, bonds, notes, debentures, whether
subordinated, convertible or otherwise, commercial paper,
certificates of deposit, bankers acceptances, trade acceptances,
trust receipts and other securities of whatever kind or nature of
any person, corporation, government or entity whatsoever, all
futures and option contracts traded on any exchange or contract
market, all cash spot and forward transactions in any
commodities, all over-the-counter options, swaps (equity and
commodity) and other derivative instruments now existing or
hereafter developed, whether relating to or based on any
securities, currencies, rates, indices, any other item referred
to above, or any other intangible right or interest, and in
rights and options relating thereto, including put and call
options (all such items being called a "Security" or
"Securities"), and to sell Securities short and cover such sales,
to write options thereon, and to exercise on behalf of the
Company as owner or holder of Securities, all rights, powers and
privileges in respect thereof; and to do any and all acts and
things for the preservation, protection, improvement and
enhancement in value of any and all Securities;
(b) to acquire a long position or a short
position with respect to any Securities and to make purchases or
sales increasing, decreasing or liquidating such position or
changing from a long position to a short position or from a short
position to a long position, without any limitation as to the
frequency of the fluctuation in such position or as to the
frequency of the changes in the nature of such positions;
(c) to purchase Securities for investment and to
make such representations to the seller of such Securities, and
to other persons, that the Investment Manager may deem proper in
such circumstances, including the representation that such
Securities are purchased by the Company for investment and not
with a view to their sale or other disposition;
(d) to borrow or raise monies, enter into
repurchase and reverse repurchase agreements and, from time to
time without limitation as to amount or manner and time of
repayment, and to issue, accept, endorse and execute promissory
notes, drafts, bills of exchange, warrants, bonds, debentures and
other negotiable and nonnegotiable evidences of indebtedness, and
to secure the payment of such or other obligations of the
Company, by mortgage upon or pledge or hypothecation of,
conveyance or assignment in trust of the whole or any part of the
properties of the Company whether at the time owned or thereafter
acquired;
(e) to lend funds or properties, either with or
without security, which are from time to time owned or held by
the Company, to lend securities or commodities of the Company, on
terms customary to the Securities or Commodities industry,
provided that collateral at least equal in value to the market
value of the loaned Securities is deposited by the borrower with
the Company;
(f) to engage personnel, whether part-time or
full-time, and attorneys, independent accountants or such other
persons as the Investment Manager may deem necessary or
advisable;
(g) to acquire, hold, develop, sell, convey and
exploit grants, options, concessions and other exclusive and non-
exclusive rights in and to real property or any estate or
interest therein or rights thereto and to grant options,
concessions or other rights in respect thereof;
(h) to issue orders and directions to any bank at
which the Company maintains a general account with respect to the
disposition and application of monies or Securities of the
Company from time to time held by such bank; and
(i) to open, maintain, conduct and close
accounts, including margin accounts, with any broker, dealer or
investment concern, to issue orders and directions to any broker,
dealer or investment concern at which the Company maintains an
account with respect to the disposition and application of monies
or Securities of the Company from time to time held by such
broker, dealer or investment concern, and to incur on behalf of
the Company, brokerage commissions which may be in excess of the
lowest rates available and which are paid to brokers who execute
transactions for the account of the Company and who provide
brokerage and research or investment management-related services
and equipment (e.g., research reports on particular industries
and companies, economic surveys and analyses, recommendations as
to specific Securities, on-line quotations, news and research
services, computer and telecommunications equipment and other
equipment or services); provided that the Investment Manager, in
employing such brokers, obtains "best execution," taking into
account the research and execution capabilities of the brokers
and their financial stability and reputation, and does not pay a
rate of commission in excess of what is competitively available
from comparable brokerage firms.
(j) to combine purchase or sale orders on behalf
of the Company together with other accounts to whom the
Investment Manager provides investment services or accounts of
affiliates of the Investment Manager (the "Other Accounts") and
allocate the securities, commodities or other assets so purchased
or sold, on an average price basis, among such accounts. The
Investment Manager may enter into arrangements with brokers to
open "average price" accounts wherein orders placed during a
trading day are placed on behalf of the Company and Other
Accounts and are allocated among such accounts using an average
price.
3. Policies of the Company. The activities engaged
in by the Investment Manager on behalf of the Company shall be
subject to the policies and control of the Board of Directors of
the Company. In addition, all investments of the Company shall
at all times conform to and be in accordance with the
requirements imposed by:
(a) any provisions of applicable law;
(b) provisions of the Memorandum and Articles of
the Company, as such Memorandum or Articles may be amended,
supplemented or revised from time to time;
(c) the policies set forth in the Confidential
Memorandum of the company, as updated from time to time; and
(d) such policies as may be adopted from time to
time by the Board of Directors of the Company.
4. Reports to the Company. The Investment Manager
will submit such periodic reports to the Board of Directors of
the Company regarding the Investment Manager's activities
hereunder as the Board of Directors of the Company may reasonably
request.
5. Status of the Investment Manager. The Investment
Manager shall for all purposes be an independent contractor and
not an agent or employee of the Company; nor shall anything
herein be construed as making the Company a partner or co-
venturer with the Investment Manager. Except as specifically
provided herein, the Investment Manager shall have no authority
to act for, represent, bind or obligate the Company.
6. Use of Investment Manager's Name.
(a) The Company may use, subject to paragraph (b)
of this Section 6, the name "Edelman" or any component,
abbreviation or other name derived therefrom only for so long as
this Agreement (or any extension, renewal or amendment hereof)
remains in effect, unless the Investment Manager shall
specifically consent to such continued use thereafter. Any such
permitted use by the Company (whether during the term hereof or
thereafter) shall in no way prevent the Investment Manager from
using or permitting the use of any such name (whether singly or
in any combination with any other words) for, by or in connection
with any entity or enterprise other than the Company, whether or
not such use directly or indirectly competes with or conflicts
with the Company or its business in any manner.
(b) The Company shall not publish or distribute
to its shareholders, prospective investors, placement agents or
other members of the public any disclosure document, advertising
materials or other document referring by name to the Investment
Manager unless the Investment Manager shall have consented to
such references in the form and context in which they appear.
(c) Except to the extent specifically permitted
pursuant to paragraph (a) of this Section 6, in the event that
the Investment Manager shall cease to act as such on behalf of
the Company, the Company shall promptly cause its Memorandum and
Articles to be amended to delete from its name the "Edelman" or
any component, abbreviation or other name derived therefrom.
Thereafter the Company shall 1. cease to use the "Edelman" or any
component, abbreviation or other name derived therefrom or
deceptively similar thereto in any way whatsoever; and 2. for
such period and in such manner as may be reasonably required by
the Investment Manager, state in a prominent position and in
prominent type on all letterheads and other materials designed to
be read by the Company's shareholders or prospective investors
that the Investment Manager has ceased to act as such on behalf
of the Company.
7. Reimbursement by the Company. The Investment
Manager may retain, in connection with its responsibilities
hereunder, the services of others to assist in the investment
advice to be given to the Company, but payment for any such
services shall be assumed by the Investment Manager and the
Company shall not have any liability therefor; provided, however,
that the Investment Manager may in its discretion retain the
services of legal counsel to advise it in connection with the
performance of its activities on behalf of the Company hereunder
and the Company shall bear full responsibility for and the
expense of any legal fees and disbursements arising therefrom.
8. Fees.
(a) The Company shall pay the Investment Manager
as full compensation for the services performed by the Investment
Manager and the facilities furnished by the Investment Manager,
(i) a fixed quarterly fee equal to 0.25% (1% annual rate) of the
Company's Net Asset Value (as such term is defined in the
Articles of the Company) as of the first day of each calendar
quarter (the "Management Fee") and (ii) an incentive fee, payable
quarterly equal to 20% of the net realized and unrealized
appreciation on March 31, June 30, September 30, and December 31
of each fiscal year, if any, in the Net Asset Value per Class B
share of each Class B share of the Company issued and outstanding
during such period, determined net of all accrued expenses of the
Company including quarterly Management Fees during such period;
(the "Incentive Fee"); provided, however, that an Incentive Fee
will only be paid with respect to the appreciation in the Net
Asset Value of a Class B share in excess of the prior high Net
Asset Value used to determine the last Incentive Fee paid with
respect to such Class B share (or if none has been paid, the
appreciation in excess of the Net Asset Value of such Class B
share on the date such Class B share was issued). An initial
Management Fee will be paid on a pro rata basis for the period
between the commencement of the Company's operations and the
beginning of the next calendar quarter.
(b) Payment of the Management Fee shall be made
in advance on or promptly following the first day of each
calendar quarter. Payment of the Incentive Fee for each
quarterly period shall be made promptly after the end of such
period, but shall be subject to adjustment based on the final
audited financial statements of the Company for such fiscal year.
For the purposes hereof, the Net Asset Value of the Company shall
be computed in the manner specified in the Company's Articles, as
amended from time to time. If this Agreement is terminated or if
the Company accepts a subscription for shares at any time other
than at the end of the quarterly period, the Incentive Fee shall
be determined and paid as of such date. Each payment for
services to the Investment Manager shall, at the request of the
Investment Manager, be accompanied by a report of the Company,
prepared either by the Company or by an established firm of
independent public accountants, which shall show the amount
properly payable to the Investment Manager under this Agreement,
and the manner of computation thereof.
Notwithstanding the foregoing, in the event there
should be in effect a deferred incentive fee agreement between
the Company and the Investment Manager, the Investment Manager
may elect to be paid the Incentive Fee pursuant to such deferred
incentive fee agreement.
9. Expenses and Functions of the Company. The
Company shall bear full responsibility for and the expenses of:
(a) directors' and officers' fees and salaries;
(b) custodian fees;
(c) payment of taxes other than those incurred in
connection with facilities and services rendered by the
Investment Manager at the Investment Manager's expense;
(d) the Company's legal fees and disbursements;
(e) maintenance of its corporate records and
books of account, including auditing fees and disbursements;
(f) organization and conduct of its directors'
and shareholders' meetings and the preparation and distribution
of all of its shareholders' reports and other communications with
shareholders;
(g) the calculation of the net asset value of its
shares, in a manner determined by its Board of Directors and the
publication thereof;
(h) soliciting sales and acceptance of
subscriptions for its shares;
(i) issuing, transferring and redeeming its
shares and of paying dividends or making other distributions
thereon;
(j) brokerage commissions on its purchases and
sales of Securities;
(k) its communications with the public; and
(l) other operations and expenses not related to
functions assumed by the Investment Manager hereunder.
10. Expenses of the Investment Manager. The
Investment Manager will render the services set forth in
paragraph 2 of this Agreement at its own expense, including
without limitation, the salaries of employees necessary for such
services, the rent and utilities for the facilities provided, and
other advisory and operating expenses (except expenses assumed by
the Company under this Agreement and except to the extent such
services or facilities are provided through "soft dollars"
generated by the Company).
11. Exculpation; Indemnification. The Investment
Manager, his affiliates, employees and agents, shall not be
liable for any acts or omissions of any error of judgment or for
any loss suffered by the Company in connection with the subject
matter of this Agreement, except loss resulting from willful
misfeasance, bad faith or gross negligence in the performance by
the Investment Manager, his affiliates, employees and agents of
obligations and duties hereunder or by reason of the Investment
Manager's reckless disregard of its obligations and duties
hereunder. The Company shall indemnify the Investment Manager,
his affiliates, employees and agents (an "Indemnified Person")
against any and all costs, losses, claims, damages or
liabilities, joint or several including, without limitation,
attorney's fees and disbursements, resulting in any way from the
performance or non-performance of their duties hereunder, except
those resulting from the willful malfeasance, gross negligence,
bad faith or reckless disregard of an Indemnified Person of their
obligations and duties hereunder. The Company shall advance to
an Indemnified Person (to the extent that it has available assets
and need not borrow to do so) reasonable attorney's fees and
other costs and expenses incurred in connection with defense of
any action or proceeding arising out of such performance or non-
performance. The Investment Manager, agrees, and each other
Indemnified Person will agree, that in the event he receives any
such advance, he shall reimburse the Company for such fees, costs
and expenses to the extent that it shall be determined that he
was not entitled to indemnification under this Section 11.
12. Activities of the Investment Manager and Others.
The Investment Manager, his affiliates, employees and agents may
engage, simultaneously with their investment management
activities on behalf of the Company, in other businesses, and may
render services similar to those described in this Agreement for
other individuals, companies, trusts or persons, and shall not by
reason of such engaging in other businesses or rendering of
services for others be deemed to be acting in conflict with the
interests of the company.
13. Term. This Agreement shall remain in effect until
December 31, 1996, and from year to year, thereafter, except that
it may be terminated in writing by the Investment Manager or the
Company, respectively upon 90 days notice prior to the end of any
year.
14. Governing Law. Notwithstanding the place where
this Agreement may be executed by any of the parties hereto, the
parties expressly agree that all terms and provisions hereof
shall be construed under the laws of the State of New York.
15. Modifications. This Agreement shall not be
modified, except in writing, without the consent of the other
party.
16. Binding Effect; Assignment. This Agreement shall
be binding upon and inure to the benefit of the parties hereto
and their respective successors, but the rights and obligations
hereunder shall not be assignable, transferable or delegable
without the written consent of the other party hereto and any
attempted assignment, transfer or delegation thereof without such
consent shall be void. The foregoing shall not prevent an
assignment by the Investment Manager in connection with any
transaction which does not result in a change of its actual
control or management.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the 1st day of January, 1996.
EDELMAN VALUE FUND LTD.
ATTEST: By: /s/ B.J.W. D'Ancona, Administrator,
/s/ M. Bogers, Administrator
Name: Bayard (Luxembourg)
/s/ Gerard Lecuit Administrator Ltd.
Secretary Title: Administrator
ASHER B. EDELMAN
ATTEST:
/s/ Asher B. Edelman
Signature
/s/ Frances Saperstein
