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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. 5)
The Chicago Dock and Canal Trust
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
1673391
(CUSIP Number)
Fred Eychaner, c/o Newsweb Corporation, 1645 W. Fullerton Avenue,
Chicago, IL 60614 (312) 975-0400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 20, 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 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. 1673391
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fred Eychaner (S.S.# ###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
533,200
8 SHARED VOTING POWER
- -100-
9 SOLE DISPOSITIVE POWER
533,200
10 SHARED DISPOSITIVE POWER
- -100-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.22%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 1673391
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Newsweb Corporation (I.R.S.# 362728759)
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
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
- -0-
8 SHARED VOTING POWER
- -100-
9 SOLE DISPOSITIVE POWER
- -0-
10 SHARED DISPOSITIVE POWER
- -100-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.002%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
In accordance with Rule 101 (a)(2)(iii) of Regulation S-T of the
Securities Exchange Act of 1934, as amended, this Amendment No. 5
hereby amends and supplements the statement of Schedule 13D, dated
January 24, 1995, as amended and restated in its entirety by
Amendment No. 1 dated June 16, 1995, as amended and supplemented by
Amendment No. 2 dated July 28, 1995, as amended and supplemented by
Amendment No. 3 dated November 3, 1995 and as amended and
supplemented by Amendment No. 4 dated March 4, 1996 (the "Schedule
13D"), filed by Fred Eychaner individually and on behalf of Newsweb
Corporation, relating to the shares of Common Stock, no par value
(the "Common Stock" or the "Shares") of the Chicago Dock and Canal
Trust (the "Company") with its principal executive offices located
at 455 East Illinois Street, Suite 565, Chicago, Illinois 60611.
Capitalized terms used herein and not otherwise defined shall have
the meaning ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 hereby is amended to add the following paragraph at the end
of such section:
On June 20, 1996, Newsweb Corporation and the Company entered into
a Letter Agreement (the "Agreement") pursuant to which the Company
agreed to furnish Newsweb Corporation information regarding the
Company in order to enable Newsweb Corporation to evaluate a
possible business combination with the Company. Mr. Eychaner
intends to review such information and based on such review and
other factors may, consistent with the Agreement, engage in one or
more of the following:
1. Offer to engage in a business combination involving the
Company's stock or assets;
2. Sell all or a portion of his Shares;
3. Continue to have various discussions with the Company's
directors, officers, advisors and shareholders regarding actions
taken by the Company and its management to maximize the value of
the Company; or
4. Take no action.
Item 5. Interest in Securities of the Issuer
(a) Eychaner beneficially owns 533,300 Shares representing 9.22% of
the outstanding Shares.
(b) Eychaner has the sole power to vote and the sole power to
dispose of 533,200 Shares. Eychaner has the shared power to vote
and the shared power to dispose of 100 Shares. Newsweb Corporation
has the sole power to dispose of -0- Shares. Newsweb has the
shared power to vote and the shared power to dispose of 100 Shares.
(c) Eychaner purchased (i) 5,000 Shares on March 8, 1996 at a price
of $13.625 per Share for a total consideration of $68,125; (ii)
1,500 Shares on March 11, 1996 at a price of $13.75 per Share for
a total consideration of $20,625; (iii) 2,000 Shares on March 14,
1996 at a price of $14.25 per Share for a total consideration of
$28,500; (iv) 3,000 Shares on March 15, 1996 at a price of $14 per
Share for a total consideration of $42,000; and (v) 5,000 Shares on
April 10, 1996 at a price of $13.5605 per Share for a total
consideration of $67,802.50.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of
such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
On June 20, 1996, Newsweb Corporation and the Company entered into
the Agreement pursuant to which (i) the Company agreed to provide
Newsweb Corporation with confidential information regarding the
Company for the purposes of evaluating a possible business
combination with the Company; (ii) Newsweb Corporation agreed to
keep such information confidential, subject to certain limited
exceptions; and (iii) Newsweb Corporation agreed to refrain from
engaging in certain acquisitions relating to the Shares, assets or
business of the Company during the period beginning on such date
and ending on the earlier of (x) December 31, 1996 and (y) the date
on which the Company shall disclose publicly that the Company is no
longer actively seeking or negotiating indications of interest or
offers with respect to, or otherwise pursuing, one or more business
combinations involving all or substantially all of the Shares or
the Company's assets.
Item 7. Material to be Filed as Exhibits
A copy of the Agreement entered into between Newsweb Corporation
and the Company, as described under Items 4 and 6, is attached
hereto as Exhibit 1.
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.
Date: June 20, 1996
/s/ FRED EYCHANER
- -------------------------
Fred Eychaner
NEWSWEB CORPORATION
/s/ FRED EYCHANER
- -------------------------
Fred Eychaner, President
Exhibit 1
LEHMAN BROTHERS
June 20, 1996
Mr. Charles F. Gross
Chief Financial Officer
Newsweb Corporation
1645 West Fullerton Avenue
Chicago, IL 60614
Attention: Mr. Charles F. Gross
Ladies and Gentlemen:
You have requested information regarding The Chicago Dock & Canal
Trust (the "Company") for the purposes of evaluating a possible
merger of the Company with you or an Affiliate (as hereinafter
defined) or other business combination with you or an Affiliate
involving all or substantially all of the Company's shares or
assets (a "Transaction"). It is understood and agreed that this
agreement creates no obligation to enter into any Transaction or
any agreement relating to a Transaction. To induce the Company to
furnish information to you, you hereby agree as follows:
1. As used herein:
"Act" means the Securities Exchange Act of 1934, as amended;
"Affiliate" means any Person that (i) directly or indirectly
controls you, (ii) directly or indirectly is controlled by you or
(iii) is under direct or indirect common control with you;
"Information" means information regarding the Company or any of its
subsidiaries or their respective assets or businesses which is
furnished to you, directly or indirectly, by the Company or its
representatives, including, without limitation, Lehman Brothers
Inc.;
"Person" shall have the meaning contained in Section 3(a)(9) of the
Act; and
"Restricted Period" shall mean the period beginning on the date
hereof and ending on the earlier of (i) December 31, 1996 and
(ii) the date on which the Company shall disclose publicly that
the Company is no longer actively seeking or negotiating
indications of interest or offers with respect to, or otherwise
pursuing, one or more business combinations involving all or
substantially all of the Company's shares or assets.
2. All Information will be kept confidential by you, except that
you may disclose or make available Information to your directors,
officers and employees and to representatives of your advisors for
the exclusive purpose of assisting you in the evaluation of a
possible Transaction, all of whom shall be specifically informed by
you or your representatives of the confidential character of such
Information and that by receiving such Information they are
agreeing to be bound by the terms of this agreement relating to the
confidential treatment of such Information. You will not use any
of the Information, and will not permit any of your representatives
to use any of the Information, in any way detrimental to the
Company. You will not use, or permit any of your representatives
to use, any of the Information for any purpose other than the
evaluation of a possible Transaction, and you will not make any
Information available to any Person for any other purpose
whatsoever.
3. You hereby acknowledge that you are aware (and that prior to the
disclosure of any Information to any Person pursuant to paragraph
2 such Person will be advised) that the United States securities
laws limit the ability of any Person who has material non-public
information about a company from purchasing or selling securities
of such company or from communicating such information to any other
Person under circumstances in which it is reasonably foreseeable
that such Person is likely to purchase or sell such securities. In
the event that you disclose any Information to any Person, whether
or not such disclosure is permitted under paragraph 2, you shall be
liable to the Company for any failure by such Person to treat such
Information in the same manner as you are obligated to treat such
Information under the terms of this agreement.
4. Unless specifically requested in writing in advance by the
Company's Board of Trustees, you will not at any time during the
Restricted Period (and you will not at any time during the
Restricted Period assist or encourage others to) acquire or agree,
offer, seek or propose to acquire (or directly or indirectly
request permission to do so), directly or indirectly, alone or in
concert with any other Person, by purchase or otherwise, any
ownership, including, but not limited to, beneficial ownership as
defined in Rule 13d-3 under the Act, of any of the assets,
businesses or securities of the Company or any subsidiary thereof,
or any rights or options to acquire such ownership (including from
any third party);
5. The Company acknowledges and agrees that you will be required to
disclose the existence of this agreement and its material terms in,
and file this agreement as an exhibit to, your Schedule 13D filed
with the Securities and Exchange Commission with respect to Shares
beneficially owned by you on the date hereof.
6. In the event that you are requested in any proceeding to
disclose any Information received by you or any matter subject to
paragraph 5, you will give us prompt notice of such request so that
we may seek an appropriate protective order. If in the absence of
a protective order you are nonetheless compelled to disclose any
such Information or matter, you may disclose such Information or
matter without liability hereunder, provided that you give us
written notice of the Information or matter to be disclosed as far
in advance of its disclosure as is practicable and use your best
efforts to obtain assurances that confidential treatment will
be accorded to such Information or matter.
7. The restrictions with respect to Information set forth in
paragraph 2 shall not apply to any Information furnished to you by
the Company or its representatives which you demonstrate (i) is
on the date hereof or hereafter becomes generally available to the
public other than as a result of a disclosure, directly or
indirectly, by you or your representatives or (ii) was available to
you on a nonconfidential basis prior to its disclosure to you by
the Company or its representatives or becomes available to you on
a nonconfidential basis, in each case from a source other than
the Company or its representatives, which source was not itself
bound by a confidentiality agreement with the Company or its
representatives and had not received such information, directly or
indirectly, from a Person so bound.
8. The Company does not make any representation or warranty as to
the accuracy or completeness of the Information provided to you.
Neither the Company nor any of its representatives shall have any
liability resulting from the use of the Information by you or any
of your representatives.
9. Upon our request at any time, you will promptly redeliver to us
all copies of documents containing Information and will promptly
destroy all memoranda, notes and other writings prepared by you or
by any Person referred to in paragraph 2 based on such Information.
10. You shall cause each of your Affiliates to comply with the
terms of paragraphs 2, 3, 4, 5, 6, 7 and 9 (construing such
paragraphs for such purposes to refer also to such Affiliates in
each instance where there is a reference to you).
11. You acknowledge that irreparable damage would occur to the
Company in the event any of the provisions of this agreement were
not performed in accordance with their specific terms or were
otherwise breached. Accordingly, the Company shall be entitled to
an injunction or injunctions to prevent breaches of the provisions
of this agreement and to enforce specifically the terms and
provisions hereof in any court of competent jurisdiction in the
United States of America or any state thereof, in addition to any
other remedy to which the Company may be entitled at law or in
equity.
12. If any term or provision of this agreement or any application
hereof shall be invalid or unenforceable, the remainder of this
agreement and any other application of such term or provision shall
not be affected thereby.
13. This agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original,
but such counterparts shall constitute one and the same instrument.
14. This agreement contains the entire understanding of the parties
hereto with respect to the matters covered hereby and may be
amended only by an agreement in writing executed by the Company and
you.
15. This agreement shall be binding upon, inure to the benefit of
and be enforceable by our respective successors and assigns.
16. This agreement shall be governed by and construed in accordance
with the internal laws (as opposed to conflict of law provisions)
of the State of Illinois.
17. This agreement will terminated two (2) years from the date
hereof.
If the foregoing correctly sets forth our agreement as to the
matters set forth herein, please confirm our agreement by executing
and returning a copy of this agreement to the undersigned.
Very truly yours,
THE CHICAGO DOCK & CANAL TRUST
By: Lehman Brothers Inc.,
its financial advisor,
on behalf of the Chicago Dock
& Canal Trust and not in its
individual capacity.
By: /s/ Shereen P. Jones
__________________________
Name: Shereen P. Jones
Title: Senior Vice President
The foregoing terms are agreed to:
Newsweb Corporation
By: /s/ Charles F. Gross
__________________________
Name: Charles F. Gross
Title: Vice President & Chief
Financial Officer
