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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Amendment No. Q-4
Under the Securities Exchange Act of 1934*
NATIONAL CAPITAL MANAGEMENT CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
635182-20-7
(CUSIP Number)
John C. Shaw, 520 Madison Avenue, 40th Floor, New York, New York 10022
(212) 980-3883
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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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May 14, 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 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
John C. Shaw
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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
(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- 185,930 (includes 73,375 shares pursuant to exercisable stock
ficially warrants) (See Item 5)
Owned by -----------------------------------------------------------------
Each Report- (8) Shared Voting Power shares
ing Person 759,758 (includes 369,047 shares pursuant to exercisable stock
With warrants)
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(9) Sole Dispositive Power shares
185,930 (includes 73,375 shares pursuant to exercisable stock
warrants) (See Item 5)
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(10) Shared Dispositive Power shares
759,758 (includes 369,047 shares pursuant to exercisable stock
warrants)
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
945,688 (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)
45.1%
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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 50 California Street,
San Francisco, California 94111.
ITEM 2. IDENTITY AND BACKGROUND
This statement constitutes Amendment No. Q-4 ("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. Shaw and RHEC, L.P.
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 May 14, 1997, Mr. Shaw acquired in a privately negotiated transaction,
using his personal funds, 17,666 shares of common stock at a price of $.75 per
share.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Because of Mr. Shaw's position as an officer of Resource Holdings Ltd., the
general partner of RHEC, L.P., he may be deemed to be the beneficial owner of
the securities reported herein directly beneficially owned by RHEC, L.P. Mr.
Shaw disclaims any beneficial ownership of such securities.
(a) and (b). See Schedule 13D cover page, rows (7) through (11) inclusive
and (13).
(c). Mr. Shaw acquired 17,666 shares of Common Stock on May 14, 1997, at a
price of $.75 per share (aggregating $13,249.50) in a non-broker,
privately-negotiated transaction 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, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: June ___, 1997 /s/ John C. Shaw
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John C. Shaw
Page 4 of 4 pages
