PORTER MCLEOD NATIONAL RETAIL INC
SC 13D, 1997-02-03
GENERAL BLDG CONTRACTORS - NONRESIDENTIAL BLDGS
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                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                          -------------

                           SCHEDULE 13D
                          (Rule 13d-101)

            UNDER THE SECURITIES EXCHANGE ACT OF 1934
                      (Amended and Restated)

               Porter McLeod National Retail, Inc.
                   ---------------------------
                         (Name of Issuer)

                 Common Stock, $0.0001 par value
                 ------------------------------
                  (Title of Class of Securities)

                            736276106
                          ------------
                          (CUSIP Number)

 Edwin B. Mishkin, Esq. (the "Trustee"), solely in his capacity
as trustee under the Securities Investor Protection Act pursuant
 to a court order further described in the Schedule 13D filed on
 March 14, 1995 by the Trustee with respect to the Common Stock
        of the Issuer and attached as Exhibit A thereto,
      c/o P.O. Box 1098, Wall Street Station, New York, NY
                 10268-1098; Tel: (212) 422-9780.
             --------------------------------------
           (Name, Address and Telephone Number of Person
        Authorized to Receive Notices and Communications)

                         February 3, 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 [ ].

                  (Continued on following pages)

                       (Page 1 of 7 Pages)





<PAGE>






CUSIP NO.  736276106                13D           Page 2 of 7 Pages
           ---------                                       


- ----------------------------------------------------------------------
1   NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Edwin B. Mishkin, Esq., solely in his capacity as Trustee
    under the Securities Investor Protection Act pursuant to a
    court order further described herein.

- ----------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) [   ]
                                                         (b) [ X ]

- ----------------------------------------------------------------------
3     SEC USE ONLY

- ----------------------------------------------------------------------
4     SOURCE OF FUNDS

    OO
- ----------------------------------------------------------------------
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
    REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                  [   ]

- ----------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

    U.S.A.
- ----------------------------------------------------------------------
                7   SOLE VOTING POWER

NUMBER OF           131,466
SHARES         -------------------------------------------------------
BENEFICIALLY    8   SHARED VOTING POWER
OWNED BY
EACH                None
REPORTING      -------------------------------------------------------
PERSON          9   SOLE DISPOSITIVE POWER
WITH     
                    131,466
               -------------------------------------------------------
                10  SHARED DISPOSITIVE POWER

                    None
- ----------------------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


    131,466
- ----------------------------------------------------------------------
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

    CERTAIN SHARES                                           [  ]

- ----------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


    6.67%
- ----------------------------------------------------------------------
14  TYPE OF REPORTING PERSON


    IN

- ----------------------------------------------------------------------






<PAGE>







      This Amended and Retated Schedule 13D amends and restates
the Schedule 13D filed on March 14, 1995, Amendment No. 1 thereto
filed on March 16, 1995 and Amendment No. 2 thereto filed on
October 13, 1995, by Edwin B. Mishkin, Esq., solely in his
capacity as trustee under the Securities Investor Protection Act,
with respect to the Common Stock of the Issuer.

Item 1.    Security and Issuer.

           This statement is filed in respect of shares of common
           stock, par value $0.0001 per share ("Common Stock"),
           of Porter McLeod National Retail, Inc, a Delaware
           corporation (the "Issuer"), the principal executive
           offices of which are located at 5895 East Evans
           Avenue, Denver, Colorado 80222.

Item 2.    Identity and Background.

           (a) The person filing this statement is Edwin B.
           Mishkin, solely in his capacity as trustee for the
           liquidation of the business of Adler Coleman Clearing
           Corp., a Delaware corporation ("Adler"), pursuant to a
           court order (further described below) under section
           78eee(b)(3) of the Securities Investor Protection Act
           ("SIPA"), with all the duties and powers of a trustee
           as prescribed in SIPA (the "Trustee").

           (b)  The Trustee's business address is 1 Liberty Plaza, 
           45th Floor, New York, NY 10006.  The Trustee's mailing 
           address is P.O. Box 1098, Wall Street Station,
           New York, NY 10268-1098.

           (c) Mr. Mishkin, in his individual capacity, is a
           member of Cleary, Gottlieb, Steen & Hamilton, a New
           York partnership, whose principal place of business is
           1 Liberty Plaza, 42nd Floor, New York, NY 10006.

           (d) During the past five years, the Trustee (and Mr.
           Mishkin, in his individual capacity) has not been
           convicted in a criminal proceeding.

           (e) During the past five years, the Trustee (and Mr.
           Mishkin, in his individual capacity) has not been
           subject to a judgment, decree or final order enjoining
           future violations of, or prohibiting or mandating
           activities subject to, Federal or State securities
           laws or finding any violation with respect to such
           laws.

           (f)  The Trustee is a United States citizen.


                       (Page 3 of 7 Pages)


<PAGE>






           The Trustee believes that the Common Stock, which is 
           currently trading on the NASDAQ SmallCap Stock Market, 
           was acquired by Adler from Hanover Sterling & Company, 
           Ltd. ("Hanover").

           The Trustee was appointed pursuant to an order of the
           United States District Court for the Southern District
           of New York, dated February 27, 1995 (the "Court
           Order"), attached as Exhibit A to the Schedule 13D
           filed with respect to the Issuer's Common Stock on
           March 14, 1995. By operation of law, the Trustee is in
           possession and effective control of the assets of
           Adler. Those assets include the assets of Hanover,
           including the shares of Common Stock described in Item
           5, as to which the Trustee may have beneficial
           ownership.

Item 3.    Source and Amount of Funds or Other Consideration.

           As described in Item 2 above, the Trustee succeeded to
           the Common Stock and warrants pursuant to the Court
           Order.

Item 4.    Purpose of Transaction.

           (a) The Trustee was appointed to fulfill the duties of
           a trustee under SIPA, and is acting solely in
           connection therewith.

           In connection with the ongoing claims determination
           process, the Trustee has determined that a portion of
           the shares of Common Stock previously reported as
           being possibly benefically owned by him were needed
           for delivery to former customers of Adler in
           satisfaction of their claims.

           In his capacity as trustee, the Trustee intends to
           dispose of the remaining shares of Common Stock with
           the purpose of maximizing the value of the business
           consistent with applicable law and his duties and
           powers as prescribed in SIPA.

           Except as set forth above, the Trustee does not have
           any plans or proposals that would relate to or result
           in any of the actions set forth in the other
           instructions for Item 4, subparts (b) through (j).

Item 5.    Interest in Securities of the Issuer.

           (a) Upon satisfying the claims of former customers of
           Adler, the Trustee believes that, for the purposes of
           Rule 13d-3(a), the Trustee will be the beneficial
           owner of 131,466 shares of Common Stock. The Trustee
           has determined that the any warrants to purchase
           shares of Common Stock previously reported as being
           possibly benefically owned by him are no longer valid
           or exercisable.

           Based on the information available to the Trustee,
           which consists of information contained in the Prospectus 
           together with the Quarterly Report on Form 10-QSB


                       (Page 4 of 7 Pages)



<PAGE>




           of the Issuer for the quarter ended September 30,
           1996, as filed on November 14, 1996, the Trustee
           believes that there are currently outstanding
           1,970,866 shares of Common Stock. Thus, the Common
           Stock that may be beneficially owned by the Trustee
           represents 6.67% of the outstanding shares of Common
           Stock.

           As the Trustee continues his investigation of the
           assets of Adler, it is possible that he may discover
           that he may have become the beneficial owner of
           additional shares of Common Stock pursuant to the
           Court Order.

           (b) The Trustee believes that, pursuant to his powers
           and obligations under the Court Order, he has sole
           voting power and sole dispositive power as to all of
           the shares of Common Stock listed in Item 5(a) above.

           (c)  The Trustee (and Mr. Mishkin, in his individual 
           capacity) has not effected any transactions in the 
           Common Stock within the past sixty (60) days.

           (d)  Not Applicable.

           (e)  Not Applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships 
           With Respect to Securities of the Issuer.

           Other than as noted in Item 5(a) and Exhibits B, C and
           D to Amendment No. 1 to the Schedule 13D filed with
           respect to the Issuer's Common Stock on March 16,
           1995, the Trustee is not aware of any contracts,
           arrangements, understandings or other relationships
           with respect to the Common Stock or any other
           securities of the Issuer, other than the duties and
           powers of the Trustee provided for pursuant to the
           Court Order or as otherwise described herein.

Item 7.    Material to be Filed as Exhibits.

           The Trustee is not filing any exhibits in connection
           with this Amended and Restated Schedule 13D. The
           following exhibits have been previously filed as
           noted.

           a. Court Order, dated February 27, 1995, attached as
           Exhibit A to the Schedule 13D filed with respect to
           the Issuer's Common Stock on March 14, 1995.

           b.  Court Order, dated March 15, 1995, attached as 
           Exhibit B to Amendment No. 1 to the Schedule 13D filed 
           with respect to the Issuer's Common Stock on
           March 16, 1995.



                       (Page 5 of 7 Pages)



<PAGE>




           c.  Agreement, dated March 15, 1995, attached as Exhibit C 
           to Amendment No. 1 to the Schedule 13D filed with respect 
           to the Issuer's Common Stock on March 16, 1995.

           d.  Press Release, dated March 16, 1995, attached as 
           Exhibit D to Amendment No. 1 to the Schedule 13D filed with
           respect to the Issuer's Common Stock on March 16, 1995.



                       (Page 6 of 7 Pages)

<PAGE>











                            SIGNATURE

      After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.


                                    February 3, 1997
                                    ----------------------------
                                    (Date)

                                    /s/ Edwin B. Mishkin
                                    ----------------------------
                                    (Signature)

                                By: Edwin B. Mishkin, Esq., solely 
                                    as the SIPA Trustee for the 
                                    liquidation of Adler, Coleman 
                                    Clearing Corp.



                       (Page 7 of 7 Pages)

<PAGE>





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