<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CHICAGO DOCK & CANAL TRUST
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
167339100
(CUSIP Number)
Rodd M. Baxter, Esq.
Cowen & Company
Financial Square
New York, New York 10005
(212) 495-5618
(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. [X]
Check the following box if a fee is being paid with the statement [X]. (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-l(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).
SEC 1746 (12-91)
<PAGE>2
SCHEDULE 13D
<TABLE> <CAPTION>
<S> <C>
CUSIP No. 167339100
PAGE 2 OF 10 PAGES
</TABLE>
<TABLE> <CAPTION>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cowen & Company
13-5616116
<S> <C>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) []
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 75,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 225,400
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
75,100
10 SHARED DISPOSITIVE POWER
445,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
520,200
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)
9.0%
14 TYPE OF REPORTING PERSON (See Instructions)
BD, IA, PN
</TABLE>
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>3
SCHEDULE 13D
<TABLE> <CAPTION>
<S> <C>
CUSIP No. 167339100
Page 3 of 10 Pages
</TABLE>
<TABLE> <CAPTION>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cowen Incorporated
<S> <C>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) []
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
AF, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 75,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 225,400
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
75,100
10 SHARED DISPOSITIVE POWER
445,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
520,200
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)
9.0%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
</TABLE>
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>4
SCHEDULE 13D
<TABLE> <CAPTION>
<S> <C>
CUSIP No. 167339100
Page 4 of 10 Pages
</TABLE>
<TABLE> <CAPTION>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph M. Cohen
<S> <C>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) []
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
AF, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 75,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 225,400
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
75,100
10 SHARED DISPOSITIVE POWER
445,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
520,200
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)
9.0%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
</TABLE>
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>5
Item 1. Security and Issuer.
This statement containing the information required by Schedule 13D
(the "Statement") relates to the common stock, no par value (the "Shares"), of
Chicago Dock & Canal Trust, a corporation organized under the laws of the
State of Illinois (the "Trust"), which has its principal executive offices at
455 East Illinois Street, Suite 565, Chicago, Illinois 60611.
Item 2. Identity and Background.
This Statement is being filed by: (i) Cowen & Company, a New York
limited partnership ("Cowen"), (ii) Cowen Incorporated, a corporation
organized under the laws of the State of Delaware ("Cowen Inc."), and (iii)
Mr. Joseph M. Cohen (collectively with Cowen and Cowen Inc., the "Reporting
Persons").
Cowen's principal business address is Financial Square, New York,
New York 10005. The principal business of Cowen is a registered broker-
dealer.
Cowen Inc. is the sole general partner of Cowen. Cowen Inc.'s
principal business address is Financial Square, New York, New York 10005. The
principal business of Cowen Inc. is to act as the sole general partner of
Cowen.
Mr. Joseph M. Cohen is a director and the Chief Executive Officer of
Cowen Inc. Mr. Cohen serves as the sole voting trustee (the "Voting Trustee")
of a voting trust, the corpus of which is the voting stock of Cowen Inc., and
thereby is the sole controlling person of Cowen Inc. The principal occupation
of Mr. Cohen is to serve as Chief Executive Officer of Cowen and Cowen Inc.
Mr. Cohen is a citizen of the United States.
Mr. Robert Greenberger is a director and an executive officer of
Cowen Inc. The principal occupation of Mr. Greenberger is to serve as
Director of Tax of Cowen. Mr. Greenberger is a citizen of the United States.
The principal business address of Messrs. Cohen and Greenberger is Financial
Square, New York, New York 10005.
Mr. Raymond W. Merritt is a director of Cowen Inc. The principal
occupation of Mr. Merritt is the practice of law as a partner at the law firm
of Willkie Farr & Gallagher. Mr. Merritt is a citizen of the United States.
The principal business address of Mr. Merritt is One Citicorp Center, 153 East
53rd Street, New York, New York 10022.
<PAGE>6
None of the Reporting Persons and Messrs. Greenberger and Merritt
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which he 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 to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate cost of the Shares beneficially owned by Cowen was
approximately $5,485,628. Of these Shares, 28,100 were acquired using
$254,586 of funds in a Cowen investment account and 492,100 Shares were
acquired using $5,231,042 of available funds held in Cowen's clients'
investment management accounts for which Cowen serves as discretionary
investment manager. Some of these investment management accounts are margin
accounts maintained with Cowen which extends margin credit to its clients as
and when required to open or carry positions in the margin accounts, subject
to applicable Federal margin regulations and Cowen's credit policies.
However, to the best knowledge of Cowen, none of its margin account clients
incurred any borrowing in connection with the acquisition of the Shares.
Item 4. Purpose of Transaction.
Cowen acquired the Shares for the purpose of making an investment in
the Trust. Cowen may from time to time acquire additional Shares through open
market or privately negotiated transactions depending on existing market
conditions and other considerations discussed below. Cowen intends to review
its investment in the Trust on a continuing basis and, depending upon the
price and availability of the Shares, subsequent developments affecting the
Trust, the Trust's business and prospects, other investment and business
opportunities available to Cowen and its clients, general stock market and
economic conditions, tax considerations and other factors considered relevant,
may decide at any time to increase, or to decrease, the size of its investment
in the Trust.
On June 15, 1995, Cowen became a signatory (a "Signatory") to a
shareholders' letter to the Trust (the "Shareholders' Letter"). The other
Signatories of the Shareholders' Letter are Private Capital Management, Inc.
and Fred Eychaner, neither of which is an affiliated person of Cowen. The
Shareholders' Letter requested that the Trust inform the Signatories of the
Trust's plan with respect to modifying the
<PAGE>7
composition of the Board of Trustees of the Trust so as to better reflect the
composition of the shareholders of the Trust. The Reporting Persons expressly
disclaim membership in any group with respect to the Shares.
Except as set forth herein, none of Cowen, Cowen Inc., and Messrs.
Cohen, Greenberger and Merritt has any plans or proposal which relate to or
would result in (a) the acquisition by any person of additional securities of
the Trust, or the disposition of securities of the Trust; (b) an extraordinary
corporate transaction, such as merger, reorganization or liquidation,
involving the Trust or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Trust or any of its subsidiaries; (d) any
material change in the present capitalization or dividend policy of the Trust;
(e) any other material change in the Trust's business or corporate structure;
(f) changes in the Trust's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition or control of the
Trust by any person; (g) causing a class of securities of the Trust to be
delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association; (h) a class of equity securities of the Trust becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or (i) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)-(b). As of the date hereof, the aggregate number and percentage
of outstanding Shares beneficially owned by Cowen, Cowen Inc. (in its capacity
as the sole general partner of Cowen) and Mr. Cohen (in his capacity as the
Voting Trustee), including the number of Shares as to which they have sole
power to vote or direct the vote, shared power to vote or direct the vote,
sole power to dispose or direct the disposition or shared power to dispose or
direct the disposition, is set forth as follows:
Aggregate number of
shares beneficially owned: 520,200
Number of shares with
sole power to vote: 75,100
Number of shares with
shared power to vote: 225,400
Number of shares with
sole power to dispose: 75,100
<PAGE>8
Number of shares with
shared power to dispose: 445,100
Cowen shares voting and dispositive power as to 225,400 and 445,100
Shares, respectively, with certain clients of Cowen Asset Management, a
division of Cowen. In the regular course of its business, Cowen Asset
Management manages securities held in the investment managements account of
its clients. None of these clients individually own beneficially more than
five percent of the outstanding Shares.
As of January 31, 1995, the number of Shares outstanding, as
reported by the Trust in its Quarterly Report on Form 10-Q for the fiscal
quarter ended January 31, 1995, was 5,783,800. The number of Shares
beneficially owned by the Reporting Persons represents 9.0% of the outstanding
Shares.
None of Messrs. Greenberger and Merritt has any beneficial ownership
in any Shares.
(c). Within the sixty (60) days prior to June 15, 1995, Cowen
effected on behalf of its clients with market makers in the Shares the
following purchases of the Shares for its clients' investment management
accounts:
Purchase Date Number of Shares Per Share Price
4/18/95 1,000 $ 11 1/8
4/19/95 1,000 $ 11 1/8
4/20/95 1,000 $ 11 1/4
4/25/95 5,000 $ 11 1/8
4/26/95 2,500 $ 11 1/8
5/05/95 6,000 $ 12
(d). Clients of Cowen having Shares held in their investment
management accounts have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sales of, the Shares.
None of such clients have any interest relating to more than five percent of
the Shares.
(e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
<PAGE>9
Item 7. Material to Be Filed as Exhibits.
Letter, dated June 15, 1995, from Cowen Asset Management, Private
Capital Management, Inc. and Fred Eychaner to Mr. Charles R. Gardner,
President of the Trust, attached hereto as Exhibit A.
Joint Filing Agreement among the Reporting Persons, attached hereto
as Exhibit B.
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: June 26, 1995
COWEN & COMPANY
By: COWEN INCORPORATED
Its General Partner
By: /s/ David Sarns
Name: David Sarns
Title: Managing Director
COWEN INCORPORATED
By: /s/ David Sarns
Name: David Sarns
Title: Managing Director
/s/ Joseph M. Cohen
Joseph M. Cohen
<PAGE>1
EXHIBIT A
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
<PAGE>2
Mr. Gardner
June 15, 1995
Page 2
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
/s/ William R. Church /s/ Bruce S. Sherman
Cowen Asset Management Private Capital Management,
By: William R. Church Inc.
Managing Director By: Bruce S. Sherman
and Chief Investment President
Officer
/s/ Fred Eychaner
Fred Eychaner
cc: Members of the Board
of Trustees
<PAGE>1
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
dated June 23, 1995 with respect to the Common Stock, no par value, of Chicago
Dock & Canal Trust is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
This Agreement may be executed in counterparts, each of which shall
for all purposes be deemed to be an original and all of which shall constitute
one and the same instrument.
Dated: June 23, 1995
COWEN & COMPANY
By: COWEN INCORPORATED
Its General Partner
By: /s/ David Sarns
Name: David Sarns
Title: Managing Director
COWEN INCORPORATED
By: /s/ David Sarns
Name: David Sarns
Title: Managing Director
/s/ Joseph M. Cohen
Joseph M. Cohen
