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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. 37)
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)
December 18, 1997
(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 X
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).
SCHEDULE 13D
CUSIP No. 913014106 Page 2 of 12 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
7 SOLE VOTING POWER
51,400 (including options on 20,000 shares
NUMBER OF
SHARES 8 SHARES VOTING POWER
BENEFICIALLY 355,250
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 51,400 (including options on 20,000 shares)
PERSON WITH
10 SHARED DISPOSITIVE POWER
355,250
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
406,650 (including options on 20,000 shares)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
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
SCHEDULE 13D
CUSIP No. 913014106 Page 3 of 12 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
7 SOLE VOTING POWER
145,050
NUMBER OF
SHARES 8 SHARES VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 145,050
PERSON WITH
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)
3.3%
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
SCHEDULE 13D
CUSIP No. 913014106 Page 4 of 12 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
7 SOLE VOTING POWER
1,017,120
NUMBER OF
SHARES 8 SHARES VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,017,120
PERSON WITH
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)
23.4%
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
SCHEDULE 13D
CUSIP No. 913014106 Page 5 of 12 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
7 SOLE VOTING POWER
3,399
NUMBER OF
SHARES 8 SHARES VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,399
PERSON WITH
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
SCHEDULE 13D
CUSIP No. 913014106 Page 6 of 12 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
7 SOLE VOTING POWER
8,400
NUMBER OF
SHARES 8 SHARES VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,400
PERSON WITH
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
SCHEDULE 13D
CUSIP No. 913014106 Page 7 of 12 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
7 SOLE VOTING POWER
26,620
NUMBER OF
SHARES 8 SHARES VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 26,620
PERSON WITH
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
SCHEDULE 13D
CUSIP No. 913014106 Page 8 of 12 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
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARES VOTING POWER
BENEFICIALLY 355,250
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
355,250
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
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
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 44,000 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 $10,546 (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 31, 1997, as reported in the Company's Form 10-Q for the
fiscal quarter ended January 31, 1997 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 23.4% of the shares
outstanding.
(ii) Mr. Edelman owns directly 31,400 shares of the Common
Stock and holds exercisable options on 20,000 shares of the
Common Stock, totaling 51,400 shares of the Common Stock. Such
shares constitute approximately 1.2% of the shares outstanding
(based upon the 4,346,930 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 1,795,889 shares (including options on 20,000 shares),
constituting approximately 41.3% of the shares outstanding (based
upon the 4,346,930 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 3.3% 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 355,250 shares of the Common Stock,
constituting approximately 8.2% 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 39,865 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 22,510 shares of
Common Stock, constituting approximately 3.0% 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 226,000 shares of Common
Stock, constituting approximately 2.8% 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
25,000 shares of Common Stock, which constitute approximately
0.6% of the shares outstanding (based upon the 4,351,930 shares
which would be outstanding upon the exercise of such options);
and (C) Michael Schultz, trustee of the Trusts, owns 56,635
shares of Common Stock and holds exercisable options on 255,500
shares of Common Stock, totaling 312,135 shares of the Common
Stock, which constitute approximately 6.8% of the shares
outstanding (based upon the 4,582,430 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 18, 1997, the Fund purchased 4,000 shares of
Common Stock through a broker for a price of $0.20 per share. On
August 28, 1997, the Fund purchased 25,000 shares of Common Stock
through a broker for a price of $0.24 per share. On August 29,
1997, the Fund purchased 10,000 shares of Common Stock through a
broker for a price of $0.24 per share. On December 18, 1997, the
Fund purchased 5,000 shares of Common Stock through a broker for
a price of $0.24 per share.
Item 7. Material to be Filed as Exhibits.
Exhibit I - Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
<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: December 29, 1997
/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.
CUSIP No. 913014106
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. EDLEMAN
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.
