SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The Chicago Dock and Canal Trust
_______________________________________________________
(Name of Issuer)
Common Shares of Beneficial Interest,
no par value per share
_______________________________________________________
(Title of Class of Securities)
167339100
_______________________________________________________
(CUSIP Number)
James Pasquarelli
Halcyon/Alan B. Slifka Management Company LLC
477 Madison Avenue, 8th Floor
New York, N.Y. 10022
(212) 303-9400
_______________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 10, 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 within this
statement [ ].
<PAGE>
CUSIP No. 167339100
Schedule 13D
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE
PERSONS:
Halcyon/Alan B. Slifka Management Company LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (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: 331,900
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 331,900
10 SHARED DISPOSITIVE POWER -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
331,900
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
5.736%
14
TYPE OF REPORTING PERSON:
OO-IA
Page 2 of 17 Pages
<PAGE>
CUSIP No. 167339100
Schedule 13D
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE
PERSONS:
Alan B. Slifka and Company, Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (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: 331,900
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 331,900
10 SHARED DISPOSITIVE POWER -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
331,900
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
5.736%
14
TYPE OF REPORTING PERSON:
CO
Page 3 of 17 Pages
<PAGE>
CUSIP No. 167339100
Schedule 13D
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE
PERSONS:
Alan B. Slifka
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (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: 331,900
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 331,900
10 SHARED DISPOSITIVE POWER -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
331,900
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
5.736%
14
TYPE OF REPORTING PERSON:
IN
Page 4 of 17 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (the "Statement")
relates to the common shares of beneficial interest, no par value
per share (the "Shares") of The Chicago Dock and Canal Trust (the
"Issuer"), whose principal executive offices are located at 455
East Illinois Street, Suite 565, Chicago, Illinois.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Halcyon/Alan B. Slifka
Management Company LLC ("Halcyon"), Alan B. Slifka and Company,
Limited ("ABS & Co.") and Alan B. Slifka ("Slifka"), an
individual resident of the State of New York. Halcyon, ABS & Co.
and Slifka are referred to herein as the "Reporting Persons."
Halcyon is a limited liability company organized under
the laws of the State of Delaware. The principal business
address of Halcyon is 477 Madison Avenue, 8th Floor, New York,
New York 10022. The members of Halcyon are ABS & Co., Slifka,
Herbert S. Adler, John M. Bader, Randolph W. Slifka, and James W.
Sykes (collectively, the "Members"). ABS & Co. is the managing
Member of Halcyon. ABS & Co. is a corporation organized under
the laws of the State of New York and has its principal business
address at 477 Madison Avenue, 8th Floor, New York, New York
10022. Slifka is the sole shareholder of ABS & Co. Slifka's
business address is c/o Alan B. Slifka and Company, Limited, 477
Madison Avenue, New York, New York 10022. The executive officers
and directors of ABS & Co. are Slifka (President and sole
director), James W. Sykes (Vice President) and James Pasquarelli
(Treasurer and Secretary) (the "Instruction C Persons").
Halcyon's principal business is to act as an investment
manager to its clients, including limited partnerships of which
Halcyon is the general partner. Each of the Members and
Instruction C Persons has for the past five years held one or
more managerial positions at Halcyon and/or ABS & Co. or their
predecessors comparable to their present positions at Halcyon
and/or ABS & Co. The business address of the
Page 5 of 17 Pages
<PAGE>
Members is the business address of Halcyon at the address set
forth above and the business address of the Instruction C Persons
is c/o Alan B. Slifka & Company, Limited, at the address set
forth above.
During the last five years, none of the Reporting
Persons, Members, or Instruction C Persons (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has 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 to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
The funds to acquire the Shares acquired by Halcyon on
behalf of its clients, including certain of the limited
partnerships in which Halcyon is the general partner, came from
the working capital of such clients.
ITEM 4. PURPOSE OF THE TRANSACTION.
On behalf of certain clients to whom Halcyon provides
investment advice and management services, including clients that
are limited partnerships in which Halcyon is the general partner,
Halcyon has acquired the Shares covered by this Statement for
investment purposes. Halcyon intends to evaluate the performance
of such Shares as an investment in the ordinary course of its
business. Halcyon may seek to acquire additional Shares or to
dispose of some or all of the Shares which it beneficially owns.
Such actions will depend upon a variety of factors, including,
without limitation, current and anticipated future trading prices
for such securities, any actions taken by unrelated third parties
who have indicated they are seeking control of the Issuer, the
financial condition, results of operations and prospects of the
Issuer, alternate investment opportunities, and general economic,
financial market and industry conditions.
Page 6 of 17 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As the investment manager of its clients' funds and the
general partner of certain limited partnerships, Halcyon has sole
power to vote and dispose of the Shares; accordingly, as of
December 16, 1996, Halcyon may be deemed to have beneficially
owned 331,900 Shares, representing approximately 5.736% of the
outstanding Shares, (based upon 5,786,300 Shares outstanding as
of December 13, 1996, as reported in the Issuer's Form 10-Q
report for the fiscal quarter ended October 31, 1996). Halcyon's
beneficial ownership of the Shares may be deemed to be attributed
to each of ABS & Co. and Slifka, as a result of their respective
relationships with Halcyon.
A list of purchases of the Shares, including the date
of purchase and the purchase prices, effected during the past
sixty days by Halcyon is set forth in Attachment A to this
Statement. All purchases set forth on Attachment A were effected
on the NASDAQ. Except as set forth in Attachment A, no Reporting
Person, Member, or Instruction C Person has effected any
transactions in the Shares during the past sixty days.
Certain clients of Halcyon, including certain limited
partnerships in which Halcyon is the general partner, have the
right to receive dividends or the proceeds of the sales from the
Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
No Reporting Person, Member, or Instruction C Person is
a party to any contract, arrangement, understanding or
relationship with respect to any securities of the Issuer.
Page 7 of 17 Pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Joint Filing Agreement, dated February 1, 1996,
between Halcyon/Alan B. Slifka Management Company LLC, Alan B.
Slifka and Company, Limited, and Alan B. Slifka.
(2) Power of Attorney appointing James H. Schropp
attorney-in-fact for Halcyon/Alan B. Slifka Management Company
LLC.
(3) Power of Attorney appointing James H. Schropp
attorney-in-fact for Alan B. Slifka and Company, Limited.
(4) Power of Attorney appointing James H. Schropp
attorney-in-fact for Alan B. Slifka.
Page 8 of 17 Pages
<PAGE>
ATTACHMENT A
ITEM 5(c). TRANSACTIONS IN THE PAST SIXTY DAYS.
Number
of Shares Price
Trade Date Purchased Per Share
---------- --------- ---------
10/16/96 400 20 13/32
10/18/96 6,700 20 7/16
10/18/96 6,200 20 7/16
10/18/96 1,100 20 7/16
10/18/96 5,200 20 7/16
10/23/96 9,800 20 3/8
10/23/96 9,000 20 3/8
10/23/96 1,700 20 3/8
10/23/96 7,400 20 3/8
10/23/96 8,800 20 7/16
10/23/96 8,100 20 7/16
10/23/96 1,500 20 7/16
10/23/96 6,600 20 7/16
10/23/96 500 20 5/16
11/1/96 2,200 20 7/16
11/1/96 2,000 20 7/16
11/1/96 400 20 7/16
11/1/96 1,700 20 7/16
11/5/96 300 20 7/16
11/6/96 2,700 20 7/16
11/6/96 2,500 20 7/16
11/6/96 400 20 7/16
11/6/96 2,000 20 7/16
11/13/96 500 20 5/8
11/14/96 4,400 20 5/8
11/14/96 4,000 20 5/8
11/14/96 800 20 5/8
11/14/96 3,300 20 5/8
11/18/96 400 20 5/8
11/18/96 300 20 5/8
11/18/96 100 20 5/8
11/18/96 200 20 5/8
11/20/96 500 20 5/8
11/25/96 3,300 20 5/8
Page 9 of 17 Pages
<PAGE>
Number
of Shares Price
Trade Date Purchased Per Share
---------- --------- ---------
11/25/96 3,100 20 5/8
11/25/96 500 20 5/8
11/25/96 2,600 20 5/8
12/06/96 700 21 3/8
12/06/96 3,100 21 3/8
12/06/96 500 21 3/8
12/06/96 900 21 3/8
12/06/96 100 21 3/8
12/06/96 900 21 3/8
12/06/96 200 21 5/16
12/06/96 700 21 5/16
12/06/96 200 21 5/16
12/06/96 200 21 5/16
12/06/96 200 21 5/16
12/09/96 1,500 21 3/8
12/09/96 1,700 21 3/8
12/09/96 300 21 3/8
12/09/96 200 21 3/8
12/09/96 1,200 21 3/8
12/10/96 3,000 22 13/16
12/10/96 3,500 22 13/16
12/10/96 600 22 13/16
12/10/96 300 22 13/16
12/10/96 100 22 13/16
12/10/96 2,500 22 13/16
12/10/96 3,000 22 3/4
12/10/96 3,600 22 3/4
12/10/96 600 22 3/4
12/10/96 300 22 3/4
12/10/96 2,500 22 3/4
12/10/96 1,000 22 3/8
12/10/96 1,000 22 5/8
12/10/96 200 22 5/8
12/10/96 1,000 22 5/8
12/10/96 3,000 22 7/16
12/10/96 3,600 22 7/16
12/10/96 600 22 7/16
12/10/96 300 22 7/16
12/10/96 2,500 22 7/16
12/10/96 2,000 22 9/16
12/10/96 2,500 22 9/16
12/10/96 400 22 9/16
12/10/96 300 22 9/16
Page 10 of 17 Pages
<PAGE>
Number
of Shares Price
Trade Date Purchased Per Share
---------- --------- ---------
12/10/96 1,600 22 9/16
12/11/96 700 22 3/8
12/11/96 1,000 22 3/8
12/11/96 600 22 3/8
12/13/96 1,800 22 3/8
12/13/96 1,900 22 3/8
12/13/96 200 22 3/8
12/13/96 1,400 22 3/8
12/13/96 200 22 3/8
12/16/96 200 22 3/8
12/16/96 200 22 3/8
12/16/96 100 22 3/8
Page 11 of 17 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
HALCYON/ALAN B. SLIFKA MANAGEMENT
COMPANY LLC
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: December 17, 1996
ALAN B. SLIFKA AND COMPANY,
LIMITED
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: December 17, 1996
ALAN B. SLIFKA
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: December 17, 1996
Page 12 of 17 Pages
<PAGE>
INDEX TO EXHIBITS
Exhibit Exhibit Page
No.
------- ------- ----
(1) Joint Filing Agreement dated February 1,
1996 between Halcyon/Alan B. Slifka
Management Company LLC, Alan B. Slifka and 14
Company, Limited, and Alan B. Slifka.
(2) Power of Attorney appointing James H.
Schropp attorney-in-fact for Halcyon/Alan 15
B. Slifka Management Company LLC.
(3) Power of Attorney appointing James H.
Schropp attorney-in-fact for Alan B. Slifka 16
and Company, Limited.
(4) Power of Attorney appointing James H.
Schropp attorney-in-fact for Alan B. 17
Slifka.
Page 13 of 17 Pages
EXHIBIT (1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, the undersigned agree to the
joint filing of a Statement on Schedule 13D (including any and
all amendments thereto) with respect to the shares of beneficial
interest, no par value $1.00 per share, of The Chicago Dock and
Canal Trust, and further agree that this Joint Filing Agreement
be included as an Exhibit thereto. In addition, each party to
this Agreement expressly authorizes each other party to this
Agreement to file on its behalf any and all amendments to such
Statement.
HALCYON/ALAN B. SLIFKA MANAGEMENT
COMPANY LLC
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: December 17, 1996
ALAN B. SLIFKA AND COMPANY,
LIMITED
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: December 17, 1996
ALAN B. SLIFKA
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: December 17, 1996
Page 14 of 17 Pages
EXHIBIT (2)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Halcyon/Alan B. Slifka
Management Company, LLC, whose signature appears below,
constitutes and appoints James H. Schropp as attorney-in-fact and
agent for the undersigned solely for the purpose of executing
reports required under Sections 13 and 16 of the Securities and
Exchange Act of 1934, and filing the same, with exhibits thereto,
and other documents in connection therewith, with the Securities
and Exchange Commission, thereby ratifying and confirming all
that said attorney-in-fact may do or cause to be done by virtue
hereof.
HALCYON/ALAN B. SLIFKA
MANAGEMENT COMPANY LLC
By: /s/ Alan B. Slifka and Company,
Limited
________________________________
Name: Alan B. Slifka and Company,
Limited
its: Managing Member
By: /s/ James Pasquarelli
_________________________
its: Treasurer
Page 15 of 17 Pages
EXHIBIT (3)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Alan B. Slifka and Company,
Limited, whose signature appears below, constitutes and appoints
James H. Schropp as attorney-in-fact and agent for the
undersigned solely for the purpose of executing reports required
under Sections 13 and 16 of the Securities and Exchange Act of
1934, and filing the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, thereby ratifying and confirming all that
said attorney-in-fact may do or cause to be done by virtue
hereof.
ALAN B. SLIFKA AND COMPANY,
LIMITED
By: /s/ James Pasquarelli
_____________________
Name: James Pasquarelli
its: Treasurer
Page 16 of 17 Pages
EXHIBIT (4)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Alan B. Slifka, whose
signature appears below, constitutes and appoints James H.
Schropp as attorney-in-fact and agent for the undersigned solely
for the purpose of executing reports required under Sections 13
and 16 of the Securities and Exchange Act of 1934, and filing the
same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, thereby
ratifying and confirming all that said attorney-in-fact may do or
cause to be done by virtue hereof.
ALAN B. SLIFKA
/s/ Alan B. Slifka
__________________
Page 17 of 17 Pages
