UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
RAND CAPITAL CORPORATION
_________________________________________________________________
(Name of Issuer)
Common Stock, par value $.10 per share
_________________________________________________________________
(Title of Class of Securities
752185 10 8
____________________________
(CUSIP Number)
Ward B. Hinkle, Esq.
Hodgson, Russ, Andrews, Woods & Goodyear, LLP
1800 One M&T Plaza, Buffalo, New York 14203
(716) 856-4000
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 16, 1997
_______________________
(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 filed 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 752185 10 8 Page 2 of 5 Pages
1. Name of Reporting Person
SS or IRS Identification No. of above person
Reginald B. Newman, II
###-##-####
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
US
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 500,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
500,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.26%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION
<PAGE>
Pursuant to Rule 13d-2(c), this Amendment restates
information contained in previously filings of Schedule 13D by
the filer with respect to the issuer.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value
$.10 per share ("Shares"), of Rand Capital Corporation, a New
York corporation (the "Company"). The offices of the Company are
located at 2200 Rand Building, Buffalo, New York 14203.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Reginald B. Newman, II.
(b) Mr. Newman's address is 700 Grand Island
Boulevard, Tonawanda, New York 14150.
(c) Mr. Newman's principal occupation is as President
of NOCO Energy Corp., a company which stores and distributes
petroleum products. NOCO's principal executive offices are
located at 700 Grand Island Boulevard, Tonawanda, New York 14150.
Mr. Newman became a member of the Company's Board of Directors on
July 22, 1987, and he has served in that capacity since that
date.
(d) During the past five years, Mr. Newman has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, Mr. Newman has not
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 law
or finding any violation with respect to such laws.
(f) Mr. Newman is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In February 1987, Mr. Newman purchased an aggregate of
120,334 Shares with $542,548 of his personal funds.
On February 24, 1988, Mr. Newman purchased 15,000
Shares with $56,000 of his personal funds.
On January 16, 1997, Mr. Newman purchased 128,485
Shares with $199,151.75 of his personal funds.
Item 4. Purpose of Transaction.
The acquisitions by Mr. Newman of Shares were made for
investment purposes. Mr. Newman will continually evaluate the
business, financial condition, and prospects of the Company,
market price of the Shares, return on his investment, alternative
investments, conditions in the economy and his own need for
liquidity in his investments with a view toward determining
whether to hold, decrease, or increase his investment in Shares.
From time to time, based upon such evaluation, Mr. Newman may
sell all or a portion of his Shares, or may purchase additional
Shares, at varying prices in the open market, in privately
negotiated transactions, and/or in other transactions.
Mr. Newman has not made any plans or proposals which
relate to or would result in: (i) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation
involving the Company; (ii) a sale or transfer of a material
amount of assets of the Company; (iii) any change in the present
Board of Directors of the Company, including any plans or
proposals to change the number of or term of Directors or to fill
any existing vacancies on the Board; (iv) any material change in
the Company's business or corporate structure including, but not
limited to, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of
the Investment Company Act of 1940; (v) changes in the Company's
charter, by-laws, or instruments corresponding thereto or actions
which may impede the acquisition of control of the Company by any
person; (vi) causing a class of securities of the Company to be
delisted from a national securities association or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (vii) a class of
equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or (viii) any action similar to
any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Newman owns beneficially, and has the power to
vote and dispose of, 500,000 shares or approximately 9.3% of the
outstanding Common Stock of the Company.
(b) Mr. Newman has sole voting and investment power
with respect to the shares of Common Stock owned by him.
(c) (i) Mr. Newman purchased 1,000 Shares at $5.50
per Share on February 5, 1987 in an open market transaction. On
February 17, 1987, he purchased 119,334 Shares at $4.50 per Share
in a privately negotiated transaction, so that on that date he
owned 120,334 Shares or approximately 8.8% of the Shares then
outstanding.
(ii) On February 24, 1988, Mr. Newman purchased
15,000 Shares at $3.75 per Share in an open market transaction,
so that on that date he owned 135,344 Shares or approximately
9.8% of the Shares then outstanding.
(iii) In 1992, 1993, 1994 and 1995, the
Company effected five-for-four distributions of Shares on all
outstanding Shares. In 1994, Mr. Newman sold an aggregate of
44,400 Shares in the open market at varying prices pursuant to a
registered public offering of Shares by selling shareholders.
(iv) On January 16, 1997, the Company sold
1,174,037 shares of Common Stock at $1.55 per share in a private
offering, of which Mr. Newman purchased 128,425 Shares at $1.55
per Share; as a result of this purchase, on January 16, 1997, Mr.
Newman owned 500,000 Shares or approximately 9.3% of the
outstanding Shares. Mr. Newman has not effected any other
transactions in Shares during the preceding 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the terms of the private offering described
in 5(c)(iv) above, the Company agreed to file a registration
statement with the Securities and Exchange Commission under the
Securities Act of 1933 to register the offer and sale by the
purchasers in the private offering of as many Shares as the
individual purchasers may wish to sell in a delayed or continuous
offering of such Shares to the public. There are no other
contracts, arrangements, understandings, agreements, or
relationships (legal or otherwise) among Mr. Newman and any
person with respect to securities of the Company.
ITEM 7. MATERIAL FILED AS EXHIBITS.
None.
SIGNATURES
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true,
complete, and correct.
Date: February 15, 1997 s/Reginald B. Newman, II
----------------------------
Reginald B. Newman, II
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations.
