UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
RAND CAPITAL CORPORATION
- --------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1997
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(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.
<PAGE>
*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 606,250
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
606,250
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,250
<PAGE>
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.10 per
share ("Common Stock"), 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 in 1987, and he has served as a Director since then.
(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.
(e) Mr. Newman is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Newman purchased 106,250 shares of Common Stock on
December 31, 1997 with $106,250 of his personal funds. Prior to
the transaction, Mr. Newman owned 500,000 shares of Common Stock.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
The acquisition by Mr. Newman of Common Stock was made for
investment purposes. Mr. Newman will continually evaluate the business,
financial condition, and prospects of the Company, market price of the shares of
Common Stock, 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 Common
Stock. From time to time, based upon such evaluation, Mr. Newman may sell all or
a portion of his Common Stock, or may purchase additional Common Stock, 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, 606,250 shares or approximately 10.6% 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) On December 31, 1997, Mr. Newman purchased 106,250 shares
of Common Stock in a direct cross-sale at the then market price of $1.00 per
share. As a result, immediately after the transaction Mr. Newman owned 606,250
shares of Common Stock or approximately 10.6% of the 5,708,304 shares of Common
Stock then outstanding. Mr. Newman has not effected any other transactions in
the Company's Common Stock in the preceding 60 days.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the terms of a private offering made in January of
1997, the Company filed 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 (including Mr. Newman) of as many
shares of Common Stock 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) between 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: January 5, 1998 S/Reginald B. Newman II
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Reginald B. Newman, II
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations.
