SCHEDULE 13G
(RULE 13d-102)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(b),
(c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Rand Capital Corporation
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(Name of Issuer)
Common Stock Par Value $.10 per share
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(Title of Class of Securities)
752185
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(CUSIP Number)
December 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall 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 the disclosures provided in a prior cover page.
The information required in 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 1 of 5
CUSIP NO. PAGE OF PAGES
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| 1 | Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) |
| | |
| | |
| | Reginald B. Newman II |
|-----|---------------------------------------------------------------------------------------------------|
| 2 | Check the Appropriate Box if a Member of a Group (a) [ ] |
| | (See Instructions) ----- |
| | (b) [ ] |
| | ----- |
|-----|---------------------------------------------------------------------------------------------------|
| 3 | SEC Use Only |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 4 | Citizenship or Place of Organization |
| | |
| | USA |
|-------------------------------|-------|-----------------------------------------------------------------|
| Number of | 5 | Sole Voting Power |
| | | |
| Shares | | 651,579 |
| |-------|-----------------------------------------------------------------|
| Beneficially | 6 | Shared Voting Power |
| | | |
| Owned by | | 0 |
| |-------|-----------------------------------------------------------------|
| Each | 7 | Sole Dispositive Power |
| | | |
| Reporting | | 651,579 |
| |-------|-----------------------------------------------------------------|
| Person With | 8 | Shared Dispositive Power |
| | | |
| | | 0 |
|-------------------------------|-------|-----------------------------------------------------------------|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | |
| | 651,579 |
|-----|---------------------------------------------------------------------------------------------------|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| | (See Instructions) [ ] |
| | ----- |
|-----|---------------------------------------------------------------------------------------------------|
| 11 | Percent of Class Represented by Amount in Row (9) |
| | |
| | 11.4% |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | Type of Reporting Person (See Instructions) |
| | |
| | |
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Answer every item. If an item is inapplicable or the answer is in the
negative, so state.
ITEM 1 (a). Name of Issuer:
Rand Capital Corporation
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ITEM 1 (b). Address of Issuer's Principal Executive Offices:
2200 Rand Building, Buffalo, NY 14203
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ITEM 2 (a). Name of Person Filing:
Reginald B. Newman II
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ITEM 2 (b). Address of Principal Business Office or, if None, Residence:
350 Essjay Rd., Suite 304, Williamsville, NY 14221
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ITEM 2 (c). Citizenship:
USA
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ITEM 2 (d). Title of Class of Securities:
Common Stock $.10 par value
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ITEM 2 (e). CUSIP Number:
752185
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ITEM 3. IF THIS STATEMENT IF FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement if filed pursuant to Rule 13d-1(c), check this
box. [ ]
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ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 651,579.
(b) Percent of class: 11.4%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 651,579.
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the disposition of 651,579.
(iv) Shared power to dispose or to direct the disposition
of 0.
Instruction. For computations regarding securities which represent a
right to acquire an underlying security see Rule 13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Instruction. Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries of an employee benefit plan, pension fund or endowment fund is not
required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J),
so indicate under Item 3(h) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this
schedule pursuant to Rule 13d-1(d), attach an exhibit stating the identity of
each member of the group.
Page 4 of 5
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. (See Item 5.)
ITEM 10. CERTIFICATIONS.
(a) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect."
(b) The following certification shall be included if the statement is
filed pursuant Rule 13d-1(c):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect."
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.
January 13, 2005
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(Date)
/s/ Reginald B. Newman II
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(Signature)
Reginald B. Newman II
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(Name and Title)
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed
or printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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