-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JgATfBo2knM+C+hVnxye6BEKowwyx/9XkzQabhVj9/iQDWtOI7BTkL97kZwspibk /kX1MDfKc65hbOfIO7kjow== 0000950137-96-001776.txt : 19971224 0000950137-96-001776.hdr.sgml : 19971224 ACCESSION NUMBER: 0000950137-96-001776 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960926 SROS: NONE GROUP MEMBERS: BRT PARTNERSHIP GROUP MEMBERS: KANTER FAMILY FOUNDATION GROUP MEMBERS: WINDY CITY INC GROUP MEMBERS: WINDY CITY, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOGIC DEVICES INC CENTRAL INDEX KEY: 0000802851 STANDARD INDUSTRIAL CLASSIFICATION: 3674 IRS NUMBER: 942893789 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40068 FILM NUMBER: 96635133 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: 0000 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A 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 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* 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) September 6, 1996 - - -------------------------------------------------------------------------------- (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). 2
CUSIP NO. 541402 10 3 13D PAGE 2 OF 13 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 8.33% 14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTION BEFORE FILLING OUT! 2 of 13 Pages 3
CUSIP NO. 206009 10 2 13D PAGE 3 OF 13 PAGES 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BRT Partnership (36-4031793) 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 Illinois NUMBER OF 7 SOLE VOTING POWER SHARES 319,482 shares BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 319,482 shares 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 319,482 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.32% 14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTION BEFORE FILLING OUT! 3 of 13 Pages 4
CUSIP NO. 541402 10 3 13D PAGE 4 OF 13 PAGES 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kanter Family Foundation (36-3682199) 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 Illinois NUMBER OF 7 SOLE VOTING POWER SHARES 50,000 shares BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 50,000 shares 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.83% 14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTION BEFORE FILLING OUT! 4 of 13 Pages 5 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) BRT Partnership (the "Partnership"). The Partnership's business address is 120 South Riverside Drive, Suite 1420, Chicago, Illinois 60606. The Partnership's principal business is investing in private investments and public securities. (iii) Kanter Family Foundation ("KFF"). The principal place of business and principal office of Kanter Family Foundation is 8000 Towers Crescent Drive, Suite 1070, Vienna, Virginia 22182. Kanter Family Foundation is an Illinois not-for-profit private charitable foundation. Windy City, the Partnership and KFF are collectively referred to herein as the "Reporting Persons". The sole partners of the Partnership are those certain 25 separate and individual trusts commonly and collectively known as the Bea Ritch Trusts (the "Trusts"). The trustee of each of the Trusts is Solomon A. Weisgal (the "Trustee"). The names and business addresses of the officers and directors of Windy City and KFF are listed on Exhibit A attached hereto. All of said individuals are United States citizens. None of the Reporting Persons, the Trustee 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 a change of record ownership of common stock. As such, this Item 3 is not applicable. 5 of 13 Pages 6 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: (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) Partnership 319,482 shares(1) (iii) KFF 50,000 shares Group: 869,482 shares(2) ________________________ (1)Includes 75,000 shares of Common Stock (the "Subject Shares") owned by the Partnership, which Subject Shares have been loaned by the Partnership 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, (ii) 319,482 shares of Common Stock owned directly by the Partnership (See Footnote 1), and (iii) 50,000 shares of Common Stock owned directly (continued) 6 of 13 Pages 7 PERCENT OF CLASS (i) Windy City, Inc. 8.33% (ii) Partnership 5.32% (iii) KFF 0.83% Group: 14.49%(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) Partnership 319,482 shares(1) (iii) KFF 50,000 shares (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE (i) Windy City -0- (ii) Partnership -0- (iii) KFF -0- (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF (i) Windy City 500,000 shares (ii) Partnership 319,482 shares(1) (iii) KFF 50,000 shares (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF (i) Windy City -0- (ii) Partnership -0- (iii) KFF -0- (C) DESCRIPTION OF TRANSACTIONS This amendment is being filed to disclose the transfer of record ownership (without consideration) of 50,000 shares of Common Stock from the Partnership to the Trusts (by way of distribution) and from the Trusts to KFF (by way of contribution). _______________ (2)(...continued) by KFF. The Partnership owns 189 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 Partnership 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 sole partners of the Partnership are the Trusts. 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. KFF is an Illinois not-for-profit private charitable foundation established by the Kanter family. Mr. Joel S. Kanter is the President and a Director of KFF. Mr. Joshua S. Kanter is the Vice President and a Director of KFF. Due to relationship between the Partnership, KFF 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. 7 of 13 Pages 8 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. and Kanter Family Foundation. 8 of 13 Pages 9 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. September 25, 1996 ---------------------------- Date WINDY CITY, INC. By: /s/ Joshua S. Kanter ---------------------------- Its: Vice President 9 of 13 Pages 10 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. September 25, 1996 ------------------------------------- Date BRT PARTNERSHIP By: /s/ Solomon A. Weisgal ---------------------------- Solomon A. Weisgal, not personally but solely as Trustee of that certain Trust commonly known as the BK Descendant's Trust Its: General Partner 10 of 13 Pages 11 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. September 25, 1996 ---------------------------- Date KANTER FAMILY FOUNDATION By: /s/ Joshua S. Kanter --------------------------- Its: Vice President 11 of 13 Pages 12 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. Kanter Vice President, Secretary 333 West Wacker Drive Suite 2700 Chicago, Illinois 60606 Joel S. Kanter President, Treasurer 8000 Towers Crescent Drive Suite 1070 Vienna, Virginia 22182 OFFICERS AND DIRECTORS OF KANTER FAMILY FOUNDATION I. Directors --------- Name Business Address - - ---- ---------------- Joel S. Kanter 8000 Towers Crescent Drive Suite 1070 Vienna, Virginia 22182 Joshua S. Kanter 333 West Wacker Drive Suite 2700 Chicago, Illinois 60606 Albert Morrison, Jr. 9795 South Dixie Highway Miami, Florida 33156 12 of 13 Pages 13 II. Officers -------- Name Position Business Address ---- -------- ---------------- Joel S. Kanter President, Treasurer 8000 Towers Crescent Drive Suite 1070 Vienna, Virginia 22182 Joshua S. Kanter Vice President 333 West Wacker Drive Suite 2700 Chicago, Illinois 60606 Naomi Kanter Vice President, Asst. 65 Vine Avenue Sec. Highland Park, Illinois 60035 Janis S. Kanter Secretary 1923 West Dickens Chicago, Illinois 60622 13 of 13 Pages -----END PRIVACY-ENHANCED MESSAGE-----