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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Amendment No. Q-3
Under the Securities Exchange Act of 1934*
NATIONAL CAPITAL MANAGEMENT CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
635182-20-7
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(CUSIP Number)
James J. Pinto, 235 Sunrise Avenue, Suite 3224, Palm Beach, Florida 33480
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(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
- WITH A COPY TO -
Kevin L. Crudden, Esq., Robins, Kaplan, Miller & Ciresi, 2800 LaSalle Plaza
800 LaSalle Avenue, Minneapolis, Minnesota 55402-2015 (612) 349-8475
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December 31, 1996
(Date of Event which Requires Filing of this Statement)
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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 this 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 less than five percent 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 should 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).
NOTE: THIS STATEMENT CONSTITUTES AN ORIGINAL REPORT ON SCHEDULE 13D
OF EACH OF THE REPORTING PERSONS (AS DEFINED IN THE SCHEDULE 13D).
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CUSIP No. 635182-20-7
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
James J. Pinto
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(2) Check the Appropriate Box if a Member of a Group
(a) [ X ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
USA
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Number of (7) Sole Voting Power shares
Shares Bene- 593,669 (See Item 5)
ficially (8) Shared Voting Power shares
Owned by 0
Each Report- (9) Sole Dispositive Power shares
ing Person 593,669 (See Item 5)
With (10) Shared Dispositive Power shares
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
593,669 (See Item 5)
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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(13) Percent of Class Represented by Amount in Row (11)
21.1%
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(14) Type of Reporting Person (See Instructions)
IN
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Page 2 of 4 pages
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of National
Capital Management Corporation, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 160 Sansome Street,
San Francisco, California 94104.
ITEM 2. IDENTITY AND BACKGROUND
This statement constitutes Amendment No. Q-3 ("Amendment") to the
statement on Schedule 13D originally filed with the Securities and Exchange
Commission ("SEC") on March 7, 1988, as thereafter amended (the "Schedule
13D"). This Amendment is filed on behalf of Mr. Pinto.
Other than as set forth herein, there has been no material change in the
information set forth in Items 1, 2, 3, 4, 5, 6 and 7 of the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 31, 1996, Mr. Pinto acquired the following shares of Common
Stock in privately negotiated transactions, using his personal funds:
Shares Price/Share
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46,666 $ .32
20,000 $ .44
71,345 $1.00
19,666 $ .32
On December 31, 1996, Mr. Pinto also acquired, on the open market, 7,500
shares of Common Stock at an exercise price of $.39 per share.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b). See Schedule 13D cover page, rows (7) through (11) inclusive
and (13) Included in these figures for purposes of calculation are warrants
to purchase an aggregate of 283,921 shares of Common Stock.
(c). Mr. Pinto acquired an aggregate of 157,677 shares of Common Stock on
December 31, 1996, at prices ranging from $.32 to $1.00 per share
(aggregating $101,371) in non-broker, privately-negotiated transactions
using personal funds. Mr. Pinto further acquired 7,500 shares of Common
Stock on December 31, 1996 at a price per share of $.39 (aggregating
$2,925) on the open market using personal funds.
Page 3 of 4 pages
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: January 9, 1997 -----------------------------------
James J. Pinto
Page 4 of 4 pages
