-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, iIP2SmoCTpXdq+N8Gq4gkUZU3IDJn7A9pq2zSRajcFLCV6g3YEaFJOc9ABzksIgU ngs/pe/oQxGIziD0xKAPrw== 0000928543-95-000004.txt : 19950801 0000928543-95-000004.hdr.sgml : 19950801 ACCESSION NUMBER: 0000928543-95-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950731 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOGIC DEVICES INC CENTRAL INDEX KEY: 0000802851 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942893789 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40068 FILM NUMBER: 95557495 BUSINESS ADDRESS: STREET 1: 628 E EVELYN AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087373300 MAIL ADDRESS: STREET 1: 628 EAST EVELYN AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WINDY CITY INC CENTRAL INDEX KEY: 0000928543 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 333 W WACKER DR STREET 2: STE 2700 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129843120 MAIL ADDRESS: STREET 1: 333 W WACKER DR STREET 2: SUITE 2700 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: WINDY CITY INC ET AL DATE OF NAME CHANGE: 19940816 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* LOGIC DEVICES INCORPORATED (Name of Issuer) COMMON STOCK (Title of Class of Securities) 541402 10 3 (CUSIP Number) Joshua S. Kanter, Windy City, Inc., 333 West Wacker Drive, Suite 2700 CHICAGO, ILLINOIS 60606 (312) 984-3120 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 21, 1995 (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 to 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 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 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). CUSIP NO. 541402 10 3 13D PAGE 2 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Windy City, Inc. (36-3205809) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 500,000 shares BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 500,000 shares 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.12% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT! 2 of 9 Pages CUSIP NO. 206009 10 2 13D PAGE 3 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Solomon A. Weisgal, not personally but solely as Trustee of those certain 25 separate and individual trusts commonly and collectively known as the Bea Ritch Trusts (###-##-####) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Illinois NUMBER OF 7 SOLE VOTING POWER SHARES 394,482 shares BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 394,482 shares 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 394,482 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.98% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! 3 of 9 Pages ITEM 1. SECURITY AND ISSUER. This Schedule relates to the shares of common stock (the "Common Stock") of Logic Devices Incorporated, a California corporation (the "Issuer"). The principal executive offices of the Issuer are located at 628 East Evelyn Avenue, Sunnyvale, California 94086. ITEM 2. IDENTITY AND BACKGROUND. This Schedule is being filed by: (i) Windy City, Inc., a Delaware corporation ("Windy City"). The principal place of business and principal office of Windy City, Inc. is 8000 Towers Crescent Drive, Suite 1070, Vienna, Virginia 22182. Windy City's principal business is investing in private investments and public securities. (ii) Solomon A. Weisgal, not personally but solely as Trustee of those certain 25 separate and individual trusts commonly and collectively known as the Bea Ritch Trusts (the "Trusts"). Mr. Weisgal's business address is 120 South Riverside Drive, Suite 1420, Chicago, Illinois 60606. Mr. Weisgal is a certified public accountant. Windy City and the Trusts are collectively referred to herein as the "Reporting Persons". The names and business addresses of the officers and directors of Windy City are listed on EXHIBIT A attached hereto. All of said individuals are United States citizens. Neither of the Reporting Persons, nor any of the parties listed on EXHIBIT A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or 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 laws or fining any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. This Schedule relates solely to the disposition of Common Stock by one of the Reporting Persons. As such, this Item 3 is not applicable. ITEM 4. PURPOSE OF TRANSACTION. No additional Common Stock has been acquired by the Reporting Persons and all Common Stock held by the Reporting Persons continues to be held for investment purposes. The Reporting Persons have no present plan or proposal which relates to or would result in: 4 of 9 Pages (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (A) AMOUNT BENEFICIALLY OWNED (i) Windy City 500,000 shares (ii) Trusts 394,482 shares{1} Group:894,482 shares{2} **FOOTNOTES** {1}Includes 75,000 shares of Common Stock (the "Subject Shares") owned by the Trusts, which Subject Shares have been loaned by the Trusts to an unaffiliated person (the "Borrower"). During the term of said loan, the Borrower will exercise exclusive investment control of the Subject Shares. {2}Includes (i) 500,000 shares of Common Stock owned directly by Windy City, and (ii) 394,482 shares of Common Stock owned directly by the Trusts. See Footnote 1. The Trusts own 302 shares of Windy City's Class A, Series A Preferred Stock and all of Windy City's issued and outstanding common stock. As a result, the Trusts may be deemed to control Windy City. Mr. Joel S. Kanter is the President and sole Director of Windy City. Mr. Joshua S. Kanter is the Vice President of Windy City. Messrs. Kanter's father, Mr. Burton W. Kanter, is a Director of the Issuer. The beneficiaries of the Trusts are various members of Mr. Burton W. Kanter's family, including, Messrs. Joel and Joshua Kanter but excluding Mr. Burton W. Kanter. Mr. Solomon A. Weisgal, Trustee of the Trusts, is an independent trustee and is unrelated to the Kanter family. Due to relationship between the Trusts and Windy City, the Reporting Persons have agreed to file this Schedule 13D as a group. Nevertheless, each of the Reporting Persons disclaims any beneficial ownership of the securities issued to the other Reporting Person. 5 of 9 Pages PERCENT OF CLASS (i) Windy City, Inc. 10.12% (ii) Trusts 7.98% Group:18.10%{2} (B) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote (i) Windy City 500,000 shares (ii) Trusts 394,482 shares{1} (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE (i) Windy City -0- (ii) Trusts -0- (III)SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF (i) Windy City 500,000 shares (ii) Trusts 394,482 shares{1} (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF (i) Windy City -0- (ii) Trusts -0- (C) DESCRIPTION OF TRANSACTIONS This amendment is being filed to disclose (i) the sale by Windy City on July 15, 1995, deemed by the parties to be effective as of June 30, 1995, of 45,000 shares of Common Stock valued at $12.20 per share in a private transaction, and (ii) the sale by Windy City on July 21, 1995 of 75,000 shares of Common Stock at $9.00 per share in a private transaction. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships among the Reporting Persons and their respective officers and directors or fiduciaries, as applicable, or between such persons and any other person, with respect to any securities of the Issuer, except as set forth in Footnote 2 to Item 5 and in the documents and instruments listed in Item 7 below. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT A - Officers and Directors of Windy City, Inc. 6 of 9 Pages 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. JULY 31, 1995 Date /S/ JOSHUA S. KANTER Signature Windy City, Inc. JOSHUA S. KANTER/VICE-PRESIDENT Name/Title 7 of 9 Pages 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. JULY 31, 1995 Date /S/ SOLOMON A. WEISGAL Signature Solomon A. Weisgal, not personally but solely as Trustee of those certain 25 separate and individual trusts commonly and collectively KNOWN AS THE BEA RITCH TRUSTS Name/Title 8 of 9 Pages EXHIBIT A OFFICERS AND DIRECTORS OF WINDY CITY, INC. I. DIRECTORS NAME BUSINESS ADDRESS Joel S. Kanter 8000 Towers Crescent Drive Suite 1070 Vienna, Virginia 22182 II. OFFICERS NAME POSITION BUSINESS ADDRESS Joshua S. KanterVice President, Secretary333 West Wacker Drive Suite 2700 Chicago, Illinois 60606 Joel S. Kanter President, Treasurer 8000 Towers Crescent Drive Suite 1070 Vienna, Virginia 22182 {JSK37-I} Name/Title 9 of 9 Pages -----END PRIVACY-ENHANCED MESSAGE-----