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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
October 14, 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. [X]
Check the following box if a fee is being paid with the statement
[ ].
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SCHEDULE 13D
Cusip No. 167339100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cowen & Company
13-5616116
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
NUMBER OF SHARES 7. SOLE VOTING POWER 38,200
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 8. SHARED VOTING POWER 135,900
9. SOLE DISPOSITIVE POWER 38,200
10. SHARED DISPOSITIVE POWER 138,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 176,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%
14. TYPE OF REPORTING PERSON (See Instructions)
BD, IA, PN
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SCHEDULE 13D
Cusip No. 167339100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cowen Incorporated
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
NUMBER OF SHARES 7. SOLE VOTING POWER 38,200
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 8. SHARED VOTING POWER 135,900
9. SOLE DISPOSITIVE POWER 38,200
10. SHARED DISPOSITIVE POWER 138,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 176,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%
14. TYPE OF REPORTING PERSON (See Instructions)
CO
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SCHEDULE 13D
Cusip No. 167339100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph M. Cohen
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
NUMBER OF SHARES 7. SOLE VOTING POWER 38,200
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 8. SHARED VOTING POWER 135,900
9. SOLE DISPOSITIVE POWER 38,200
10. SHARED DISPOSITIVE POWER 138,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 176,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
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This statement amends and supplements the information set
forth in the Schedule 13D Amendment No. 1 filed by the Reporting
Persons (as defined therein) with the Securities and Exchange
Commission (the "Commission") on August 30, 1996 and constitutes
Amendment No. 2 to the Schedule 13D. Capitalized terms used
herein without definition shall have the meaning assigned to such
terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable
Item 5. Interest in Securities of the Issuer.
Paragraphs (a)-(c) of Item 5 are revised and amended in
their entirety as set forth below:
(a)-(b) As of the date hereof, the aggregate number and
percentage of outstanding Shares beneficially owned by Cowen,
Cowen Incorporated (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:
176,900
Number of shares with sole power to vote:
38,200
Number of shares with shared power to vote:
135,900
Number of shares with sole power to dispose:
38,200
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Number of shares with shared power to dispose:
138,700
Cowen shares voting and dispositive power as to 135,900 and
138,700 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 December 31, 1996, the number of Shares outstanding,
as reported by the Trust in its Quarterly Report on Form 10-Q,
was 5,786,000. The number of Shares beneficially owned by the
Reporting Persons represents 3.05% 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 October 14, 1996,
through January 6, 1997, Cowen effected on behalf of itself and
its clients with market makers in the Shares the following sales
of the Shares for its clients, investment management accounts:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Sale Date Number of Shares Per Share Price
10/14/96 100,000 20 1/4
10/15/96 28,000 20 1/4
10/25/96 13,200 20 1/4
10/28/96 70,000 20 1/4
11/8/96 2,000 20 1/2
</TABLE>
(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) Reporting persons ceased to be the beneficial owner of
more than 5% of the class of shares on October 15, 1996.
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After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Agreement is true, complete and
correct.
Date: January 8, 1997
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
