UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
THE CHICAGO DOCK AND CANAL TRUST
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
167339100
(CUSIP Number)
Bruce S. Sherman, 3003 Tamiami Trail North, Naples, FL 33940 (813) 434-4030
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 15, 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 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 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. 167339100
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Private Capital Management, Inc.
59-2756929
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) [x]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
(7) SOLE VOTING POWER
0
(8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY 0
OWNED BY EACH REPORTING PERSON (9) SOLE DISPOSITIVE POWER
WITH
0
(10) SHARED DISPOSITIVE POWER
596,100
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
596,100
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions) [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.31%
(14) TYPE OF REPORTING PERSON (see instructions)
IA
SCHEDULE 13D
CUSIP NO. 167339100
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bruce S. Sherman
###-##-####
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) [x]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen
(7) SOLE VOTING POWER
0
(8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY 0
OWNED BY EACH REPORTING PERSON (9) SOLE DISPOSITIVE POWER
WITH
0
(10) SHARED DISPOSITIVE POWER
596,100
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
596,100
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions) [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.31%
(14) TYPE OF REPORTING PERSON (see instructions)
IN
In accordance with Rule 101(a)(2)(iii) of Regulation S-T of
the Securities Exchange Act of 1934, as amended, this Schedule
13D amends and restates in its entirety the Schedule 13D, as
amended (the "Existing Schedule 13D") filed by the Reporting
Persons (defined below) relating to Shares (defined below) of the
Issuer (defined below).
Item 1. Security and Issuer
This Schedule 13D relates to the shares of Common Stock, no
par value (the "Shares"), of The Chicago Dock and Canal Trust
(the "Issuer"), the principal executive office of which is
located at 455 East Illinois St., Suite 565, Chicago, Illinois
60611.
Item 2. Identity and Background
(a) The persons filing this Schedule 13D are Private Capital
Management, Inc. ("PCM") and Bruce S. Sherman. PCM and
Mr. Sherman are collectively referred to as the "Reporting
Persons". In addition, Miles C. Collier as sole owner of
PCM, may be deemed to be a controlling person of PCM.
(b) The Reporting Persons' business address is 3003 Tamiami
Trail North, Naples, FL 33940.
(c) PCM is a registered investment adviser under the Investment
Advisers Act of 1940. PCM has the power and authority to
make decisions to buy and sell securities on behalf of its
clients. Bruce S. Sherman is President and director of PCM.
Mr. Sherman, as President of PCM, has the authority to
direct the actions of PCM including the decisions to buy and
sell stock.
(d) The Reporting Persons have not, during the last five years,
been convicted in any criminal proceedings (excluding
traffic violations or similar misdemeanors).
(e) The Reporting Persons have not, during the last five years,
been a party to a civil proceeding of any judicial or
administrative body of competent jurisdiction as a result of
which any of such persons 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 a finding of any violation with
respect to such laws.
(f) PCM is a corporation organized under the laws of the state
of Florida. Bruce S. Sherman and Miles Collier are U.S.
Citizens.
Item 3. Source and Amount of Funds or Other Considerations
A net of 596,100 Shares of the Issuer, at a net aggregate
purchase price $5,321,387.14, were acquired on behalf of PCM's
advisory clients (including for these purposes any consideration
paid for Shares that may have been withdrawn, as described below,
by PCM's advisory clients). Funds for these purchases were
derived from the clients. In addition, Mr. Sherman directly and
individually had acquired 4,000 Shares of the Issuer at an
aggregate purchase price of $32,240. Funds for this purchase
were derived from personal funds. The aggregate number of Shares
of the Issuer acquired was 663,900 Shares, of which 9,000 Shares
of the Issuer were sold by PCM between September 23 and October
8, 1993 at an aggregate sales price of $85,320, 33,800 Shares of
the Issuer were sold by PCM between November 3, 1994 and June 14,
1995 at an aggregate sales price of $387,562, 21,000 Shares of
the Issuer were withdrawn from PCM's management and 4,000 Shares
of the Issuer were sold by Mr. Sherman on July 20, 1994 for an
aggregate sales price of $38,760. Included above are Shares of
the Issuer beneficially owned by Miles C. Collier as an
investment advisory client of PCM, which were acquired with
personal funds.
In the initial Schedule 13D and the other amendments
thereto, the Reporting Persons had reported beneficial ownership
of the following shares:
Date of Total Number Percentage of
Filing Filing of Shares Outstanding
Initial Filing Nov. 25, 1992 334,800 5.79%
Amendment No. 1 May 24, 1993 488,300 8.44%
Amendment No. 2 June 3, 1993 491,300 8.49%
Amendment No. 3 Oct. 13, 1993 550,200 9.51%
Amendment No. 4 Mar. 11, 1994 638,900 11.05%
Amendment No. 5 Apr. 26, 1994 638,900 11.05%
Amendment No. 6 July 18, 1994 638,900 11.05%
Item 4. Purpose of Transaction
The purpose of the purchases by the Reporting Persons is to
acquire an investment in the Issuer. Subject to the terms and
conditions of the Letter Agreement described in Item 6 of this
Schedule 13D, the Reporting Persons intend to evaluate their
position from time to time in light of market conditions, price,
receptivity of the management of the Issuer to the Reporting
Persons and other constraints.
Mr. Sherman, on behalf of PCM, had expressed a general
interest with respect to the possibility of being considered for
membership of the Issuer's Board of Trustees in early 1993. On
June 1, 1993, Mr. Sherman, on behalf of PCM, sent a letter to the
Nominating Committee of the Board of Trustees of the Issuer
(filed as Exhibit 2 to this Schedule 13D) formally requesting
consideration for membership on the Board of Trustees. The
Reporting Persons were subsequently notified that the Issuer's
Board of Trustees decided not to include Mr. Sherman as one of
the Issuer's nominees.
On July 12, 1994, Mr. Sherman, on behalf of PCM, spoke with
Charles Gardner, President and Chief Executive Officer of the
Issuer and Edward McCormick Blair, Jr., Chairman of the
Nominating Committee of the Issuer, and requested representation
of up to two seats on the Issuer's Board of Trustees. The
Reporting Persons were subsequently notified that the Issuer's
Board of Trustees decided not to offer the two seats on the
Issuer's Board of Trustees to the Reporting Persons.
Mr. Sherman, on behalf of PCM, recently attended a meeting
in New York at which most of the Company's largest shareholders
or their representatives were in attendance. During the general
discussions at the meeting, there was concern voiced with respect
to the performance of the Company and its stock, as well as the
composition of the Board of Trustees.
In particular, concern was expressed, in light of the
Company's performance, that the composition of the Board of
Trustees presently does not appear to be representative of the
Company's shareholder base. At the meeting, there was also
discussion as to the potential benefits to the Company that might
result from the addition of two or three qualified trustees that
have a meaningful ownership stake in the future of the Company
and/or bring real estate expertise to the deliberations of the
Board.
In light of the Reporting Person's concurrence with the
views expressed at the meeting, PCM decided to send a letter to
the Issuer, which was also signed on behalf of certain of the
other shareholders in attendance, to request that it and the
other signatories be advised as to the Company's plans with
respect to the nomination of new trustees at the upcoming annual
meeting and as to whether and how the nominating committee
intends to address the concerns raised at the meeting. A copy of
the letter is filed as Exhibit 4 hereto.
The Reporting Persons are hopeful that the concerns
expressed at the meeting can be addressed in a fair and
constructive manner, which is in the best interests of all
shareholders. Accordingly, the Reporting Persons intend to wait
for, and thereafter evaluate, the Company's response before
considering whether or not to pursue other alternatives in
connection with the 1995 Annual Meeting.
Except as described above, the Reporting Persons have no
present plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries; (d) any change
in the present Board of Directors or management of the Issuer,
including any plans or proposals to change the number or term of
directors to fill any existing vacancies on the Board; (e) any
material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's
charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer
by any person; (h) causing a class of securities of the Issuer to
be delisted from a national securities exchange or to cease to be
authorized or quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to
any of those enumerated above.
As a result of a continuing review of their investment in
the Shares of the Issuer, the Reporting Persons may, based on
future conditions of such review, alter their intentions with
respect to the foregoing, including acquiring additional Shares
of the Issuer (subject to the Letter Agreement) or disposing of
Shares of the Issuer now held or hereafter acquired by the
Reporting Persons.
Item 5. Interest in Securities of the Issuer
(a) The Issuer's Form 10-Q for the quarter ended January 31,
1995, disclosed that 5,783,800 Shares of the Issuer were
outstanding on January 31, 1995. PCM beneficially owns
596,100 Shares of the Issuer on behalf of its clients which
represent approximately 10.31% of the outstanding Shares of
the Issuer. As President of PCM, Bruce S. Sherman may be
deemed to be beneficial owner of Shares of the Issuer in the
PCM investment advisory accounts of clients. While the
Reporting Persons may be deemed to beneficially own 596,100
Shares in the PCM investment advisory accounts of clients,
which represents approximately 10.31% of the outstanding
Shares of the Issuer, the filing of this statement shall not
be construed as an admission that such persons are the
beneficial owners of any such securities. Included in the
client total are Shares held for the advisory account of
Miles C. Collier, a controlling stockholder of PCM who has
voting power over such Shares. Such Shares constitute less
than 5% of the Issuer's outstanding Shares. Mr. Sherman
disclaims beneficial ownership of the Shares deemed to be
beneficially owned by PCM.
(b) PCM and Mr. Sherman, as President of PCM, have shared
dispositive power with respect to the 596,100 Shares of the
Issuer managed by PCM and do not have either sole or shared
voting power with respect to such Shares. Miles C. Collier
has sole voting power with respect to the Shares in his
advisory account with PCM.
(c) The following table sets forth PCM's transactions in the
Shares during the last 60 days:
Transaction Number Purchase Price
Date of Shares Per Share Effected
May 1, 1995 5,700 $11.46 sale
May 4, 1995 5,000 11.43 sale
May 5, 1995 5,000 11.42 sale
May 8, 1995 5,000 11.44 sale
May 9, 1995 7,000 11.67 sale
June 5, 1995 3,600 11.45 sale
(d) PCM, an investment adviser registered under the Investment
Advisers Act of 1940, pursuant to investment advisory
contracts with its clients has sole power to dispose or to
direct the disposition of the Shares in the advisory
accounts. The individual clients, none of whom individually
owns beneficially more than 5% of the total class of such
securities, have the right to receive or the power to direct
the receipt of dividends from, and the proceeds from the
sale of, the Shares. Miles C. Collier, a controlling
stockholder of PCM, is individually a client of PCM, whose
shares represent less than 5% of the total outstanding class
of the Shares of the Issuer and are included in those
reported as beneficially owned by PCM.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
On April 25, 1994, the Reporting Persons and the Issuer
entered into a Letter Agreement (the "Letter Agreement") which
provides, among other things, that neither PCM nor Mr. Sherman
shall acquire, other than in accordance with the provisions
contained in Sections 4.7 and 4.8 of the Issuer's Declaration of
Trust, Shares of the Issuer which would result in the ownership
by the Reporting Persons of more than 638,900 Shares. The Letter
Agreement also provides that as long as PCM and Sherman are in
compliance the terms of the Letter Agreement the Issuer will not
object to the ownership by PCM and Sherman of up to 638,900
Shares and will instruct the Issuer's transfer agent to complete
the transfer of Shares previously acquired by PCM but not yet
transferred.
The foregoing description of the Letter Agreement is
qualified in its entirety by reference to the Letter Agreement, a
copy of which was filed as Exhibit 1 to Amendment No. 5 to the
Existing Schedule 13D and which is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Agreement relating to the filing
of Schedule 13D
Exhibit 2. Letter dated June 1, 1993 from
PCM to the Issuer
Exhibit 3. Letter Agreement, dated April 15, 1994, among
the Issuer and the Reporting Persons
Exhibit 4. Letter dated June 15, 1995 to the Issuer from
PCM and other shareholders of the Issuer
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: June 16, 1995
PRIVATE CAPITAL MANAGEMENT, INC.
By: /s/ Bruce S. Sherman
Bruce S. Sherman
President and Individually
Exhibit Index
Exhibit Page
1 Agreement relating to the filing
of Schedule 13D
2 Letter dated June 1, 1993 from
PCM to the Issuer
3 Letter Agreement dated April 15,
1994, among the Issuer and the
Reporting Persons
4 Letter dated June 15, 1995 to the
Issuer from PCM and other share-
holders of the Issuer
Exhibit 1
AGREEMENT RELATING TO THE FILING OF
JOINT ACQUISITION STATEMENT PURSUANT
TO RULE 13d-1(f) OF THE SECURITIES
EXCHANGE ACT OF 1934
The undersigned Reporting Persons agree that Schedule 13D to
which this Agreement is attached is filed on behalf of each one
of them.
Dated: June 16, 1995
PRIVATE CAPITAL MANAGEMENT, INC.
By:/s/ Bruce S. Sherman
Bruce S. Sherman
President and Individually
Exhibit 2
LETTER DATED JUNE 1, 1993 FROM
PRIVATE CAPITAL MANAGEMENT, INC.
TO THE CHICAGO DOCK AND CANAL TRUST
June 1, 1993
Mr. Edward McCormick Blair, Jr.
Board of Trustees
The Chicago Dock & Canal Trust
c/o William Blair & Company
135 S. LaSalle Street
Chicago, IL 60603
Dear Mr. Blair:
I am writing to you as Chairman of the Nominating Committee to
formally request consideration for membership on the Board of
Trustees of The Chicago Dock & Canal Trust.
As you may know, at the end of last year and earlier this year, I
have had several meetings and correspondences with Messrs. Ogden
and Gardner at which I had expressed my general interest in being
considered for membership on the Board. By letter dated January
8, 1993, Mr. Gardner indicated that my interest would be
forwarded to you as Chairman of the Nominating Committee. With
four months having passed since receipt of that letter and with
the Annual Meeting just over the horizon, I felt it was
appropriate to write to you at this time.
By way of background, Private Capital Management, Inc. is a
registered investment adviser. I am Chairman and President of
Private Capital Management with primary investment authority.
For your information, I am enclosing a copy of my resume.
Private Capital Management presently has acquired on behalf of
its clients 491,300 shares, representing approximately 8.49% of
the outstanding beneficial interests in the Trust. As one of the
largest holders of beneficial interests in the Trust and with
substantial real estate experience, we believe that we can be a
constructive addition to the Board and that it is appropriate
that we be considered for Board membership. We are also
confident that our addition to the Board would be greeted as a
positive development by the other holders of beneficial
interests.
While I would have preferred to have submitted this letter on a
purely private basis, as I am sure you can appreciate, we are
required, given our greater than 5% ownership, to file a copy of
this letter with the next amendment to our Schedule 13D.
I look forward to hearing from you in the near future and would
be happy to visit with you at your leisure and to answer any
questions you may have.
Sincerely,
Bruce S. Sherman
Chairman and President
BSS/lh
Enclosure
cc: William B. Ogden III
Charles R. Gardner, President
Exhibit 3
LETTER AGREEMENT DATED APRIL 15, 1994
AMONG THE CHICAGO DOCK AND CANAL TRUST,
PRIVATE CAPITAL MANAGEMENT, INC. AND
BRUCE S. SHERMAN
The Chicago Dock & Canal Trust
[Letterhead]
April 15, 1994
Mr. Bruce S. Sherman
President
Private Capital Management, Inc.
3003 Tamiami Trail North
Naples, Florida 33940
Dear Bruce:
With respect to ownership of shares of The Chicago Dock &
Canal Trust ("Trust") by Private Capital Management, Inc. ("PCM")
and Bruce S. Sherman ("Sherman"), President of PCM, Trust, PCM
and Sherman have agreed as follows:
1. That PCM and Sherman currently "beneficially own"
(within the meaning of beneficial ownership as defined
in rule 13(d)(3) under the Securities Exchange Act of
1934) 638,900 shares of Trust (representing 11.05% of
the total outstanding shares of Trust).
2. That neither PCM nor Sherman shall acquire, other than
in accordance with the provisions contained in sections
4.7 and 4.8 of Trust's Declaration of Trust, shares of
Trust which would result in the ownership by PCM and/or
Sherman of more than 638,900 shares of Trust.
3. That with respect to shares beneficially owned by PCM
and/or Sherman, no one person owns or, except in
accordance with the provisions contained in sections
4.7 and 4.8 of Trust's Declaration of Trust, shall own
(within the meaning of ownership under the provisions
of sections 856 to 859 of the Internal Revenue Code and
regulations issued thereunder) more than 9.8% of the
outstanding shares of Trust.
4. That, subject to the provisions of this letter
agreement, PCM and Sherman hereby confirm the
enforceability against them of the rights and remedies
exercisable by the Trustees of Trust which are set
forth in sections 4.7 and 4.8 of Trust's Declaration of
Trust.
5. That so long as PCM and Sherman are in compliance with
the foregoing provisions, Trust (a) will not object to
the ownership by PCM and Sherman of up to 638,900 Trust
shares and (b) will instruct the transfer agent of
Trust to complete the transfer to PCM or its nominee of
shares previously acquired by PCM but not yet
transferred (which shares are included within the
638,900 shares referenced herein).
6. That in the event of a breach of this agreement, it may
be impossible to fix the amount of money damages caused
thereby and therefore that this agreement shall be
enforceable by an action for specific performance
and/or injunctive relief.
Please confirm your agreement with the foregoing by
executing the enclosed copy of this letter on behalf both of PCM
and yourself and returning it to us. Thanks very much.
Sincerely,
Charles R. Gardner
President
CRG/mts
PCM, Inc.
_____________________________
By Bruce Sherman
_____________________________
Bruce Sherman, Individually
Exhibit 4
LETTER DATED JUNE 15, 1995
TO THE ISSUER FROM
PCM AND OTHER SHAREHOLDERS
OF THE ISSUER
June 15, 1995
Mr. Charles R. Gardner
President
The Chicago Dock & Canal
Trust Company
455 East Illinois Street
Suite 565
Chicago, Illinois 60611
Dear Mr. Gardner:
Each of us recently were at a meeting in New York which
was also attended by several other of the Company's largest
shareholders or their representatives at which there was a
general discussion about the Company. During these discussions,
there was concern voiced with respect to the performance of the
Company and its stock, as well as the composition of the Board of
Trustees.
In particular, concern was expressed, in light of the
Company's performance, that the composition of the Board of
Trustees presently does not appear to be representative of the
Company's shareholder base. As you know, four or five
shareholders, none of which is represented on the Board of
Trustees, beneficially own in excess of 40% of the outstanding
shares. At the meeting, there was also discussion as to the
potential benefits to the Company that might result from the
addition of two or three qualified trustees that have a
meaningful ownership stake in the future of the Company and/or
bring real estate expertise to the deliberations of the Board.
In light of the foregoing, each of the undersigned has
respectively decided to send this letter to request that each of
the undersigned be advised as to the Company's plans with respect
to the nomination of new trustees at the upcoming annual meeting
and as to whether and how the nominating committee intends to
address the concerns raised at the recent meeting in New York. If
the Company is seriously interested in being responsive to these
concerns, each of the undersigned would be available, and is
confident that other significant shareholders would be similarly
available, to assist in the selection process, as well as to meet
with you, the chairman of the nominating committee and any other
trustees who wish to attend
Given the importance of these matters, the undersigned
would appreciate hearing from the Company as soon as possible so
that each of us may separately evaluate, if necessary, our
respective alternatives well in advance of the annual meeting.
Sincerely,
Cowen Asset Management Private Capital Management,
By: William R. Church Inc.
Managing Director By: Bruce S. Sherman
and Chief Invest- President
ment Officer
Fred Eychaner
cc: Members of the Board
of Trustees
