SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
NAME OF ISSUER: ACORN VENTURE CAPITAL CORPORATION
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 004907101000
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS:
Marian E. Gustafson
100 Park Avenue, 23rd Floor
New York, New York 10017
(212) 481-9500
DATE OF EVENT WHICH REQUIRES FILING: June 17, 1996
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this 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 the
statement: ____. (A fee is not required only if the
reporting 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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall be note 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>
CUSIP NO.: 004907101000
1. NAME OF REPORTING PERSON: Edward N. Epstein
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b) x
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):
Yes No
6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.
7. SOLE VOTING POWER: 957,500
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 957,500
10. SHARED DISPOSITIVE POWER: -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 957,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: Yes x No
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
16.9%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3, amends and supplements the
Schedule 13D, dated January 12, 1995, of Edward N. Epstein,
with respect to the Common Stock, $.01 par value (the
"Common Stock"), of Acorn Venture Capital Corporation, a
Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 522 Park
Street, Jacksonville, Florida 32204.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Amendment No. 3 to Schedule 13D is being
filed by Edward N. Epstein (the "Reporting Person").
(b) The principal business address of the
Reporting Person is located at 628 West Road, New Canaan,
Connecticut 06840.
(c) The Reporting Person is President and Chief
Operating Officer of the Company. The Reporting Person is
also a consultant and private investor, having a principal
place of business at the address set forth in Item 2(b).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person purchased 50,000 shares of
Common Stock for his own account and 7,500 shares as
custodian for his minor child, between June 4 and 19, 1996
for an aggregate purchase price of $142,875.
The Reporting Person and the following persons
reported purchases in their prior individual filing, as a
group, and accordingly are reporting the aggregate purchase
by the group during the last 60 days, of 133,100 shares of
Common Stock. Each of the parties identified, except as
disclosed herein, disclaims acting as a group in holding or
disposing of such shares and disclaims "beneficial
ownership" in the shares of each of such persons (other than
himself or herself). In addition, it is Reporting Person's
belief that each member of the group is filing a Schedule
13D on an individual basis, in order to terminate the group.
Members of Group
---------------------
Stephen A. Ollendorff
Bert Sager
Herbert Berman
Ronald J. Manganiello
Paula Berliner
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person purchased the 57,500 shares
of Common Stock for the purpose of investment, as well as to
demonstrate his commitment to the long-term viability of the
Company and to help deter any change in control that the
Board of Directors does not feel is in the best interests of
the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of June 25, 1996, the Reporting Person
beneficially owned 957,500 shares of Common Stock,
representing approximately 16.9% of the shares of Common
Stock outstanding as of that date.
(b) The Reporting Person has sole voting and
investment power of 957,500 shares of Common Stock bene-
ficially owned by him (which includes 150,000 shares
issuable upon exercise of options exercisable within 60
days).
The Reporting Person has granted sole voting power
of the 957,500 shares of Common Stock owned by him, with
respect to the election of directors only, pursuant to an
irrevocable proxy granted by the Reporting Person to Mr.
Ollendorff; the Reporting Person has sole investment power
with respect to such shares. The following is Mr.
Ollendorff's address, occupation and citizenship:
Stephen A. Ollendorff
100 Park Avenue
New York, NY 10017
Chief Executive Officer of the Company
U.S. citizen
To the knowledge of the Reporting Person, without
investigation, during the last five years, Mr. Ollendorff
had neither (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor
(ii) 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 of such laws.
(c) Exhibit 3 annexed hereto sets forth all
transactions in shares of Common Stock effected by the
Reporting Person in the sixty days preceding the date of
this Statement and not previously reported, the dates of
such transactions, and the per share purchase price. The
transactions reported herein, unless otherwise indicated
were open market transactions effected in the over-the-
counter market.
(d) No person other than the Reporting Person is
known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds of the sale
of the 150,000 shares of Common Stock underlying the options
when purchased, or the 807,500 shares directly owned by the
Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
N/A
ITEM 7. MATERIALS TO BE FILED AS AN EXHIBIT
Exhibit 3. Transactions in shares of Common Stock
effected in the past 60 days and not
previously reported.
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 Schedule
13D is true, complete and correct.
Dated: June 25, 1996
Edward N. Epstein
---------------------
EDWARD N. EPSTEIN
EXHIBIT 3
# of Shares Price
Date Purchased Per Share*
- ----- ------------ ---------
6/4/96 3,000 $1.7187
6/4/96 4,500 1.4375
6/19/96 50,000 2.625
- ------------
* Exclusive of brokerage commissions
