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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. 5)
LBO CAPITAL CORP.
(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
(Title of Class of Securities)
501792 11 3
(CUSIP Number)
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
of 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.)
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.
This 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).
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CUSIP NO. 501792 11 3 13G Page___2____ of ___11___Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas W. Itin
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
NA
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
US
5 SOLE VOTING POWER
2,312,243 common
394,830 warrants
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 3,700,000 common
OWNED BY 1,000,000 warrants
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 2,312,243 common
394,830 warrants
8 SHARED DISPOSITIVE POWER
3,700,000 common
1,000,000 warrants
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,012,243 common
1,394,830 warrants
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
54.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 1 OF 6 PAGES
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CUSIP NO. 501792 11 3 13G Page___3____ of ___11___Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shirley B. Itin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
US
5 SOLE VOTING POWER
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 3,700,000 common
OWNED BY 1,000,000 warrants
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
8 SHARED DISPOSITIVE POWER
3,700,000 common
1,000,000 warrants
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,700,000 common
1,000,000 warrants
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
35.9%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 2 OF 6 PAGES
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CUSIP NO. 501792 11 3 13G Page___4____ of ___11___Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TICO
38-3023846
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan co-partnership
5 SOLE VOTING POWER
3,400,000 common
1,000,000 warrants
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 3,400,000 common
1,000,000 warrants
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000 common
1,000,000 warrants
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
33.6%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 3 OF 6 PAGES
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CUSIP NO. 501792 11 3 13G Page___5____ of ___11___Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Acrodyne Corporation - Profit Sharing Plan
38-1561308
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan Trust
5 SOLE VOTING POWER
2,112,243 common
394,830 warrants
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 2,112,243 common
394,830 warrants
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,112,243 common
394,830 warrants
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.1%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 4 OF 6 PAGES
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CUSIP NO. 501792 11 3 13G Page___6____ of ___11___Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SICO
38-3023843
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan co-partnership
5 SOLE VOTING POWER
300,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
300,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 5 OF 6 PAGES
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CUSIP NO. 501792 11 3 13G Page___7____ of ___11___Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TWI International, Inc.
38-1852194
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan corporation
5 SOLE VOTING POWER
200,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
200,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 6 OF 6 PAGES
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CUSIP No. 501792 11 3 Page 8 of 11
ITEM 1(a) Name of Issuer: LBO Capital Corp.
ITEM 1(b) Address of Issuer's Principal Executive Officers:
7001 Orchard Lake Rd., Ste 424
West Bloomfield, MI 48332
ITEM 2(a) Name of Persons Filing:
This Schedule 13G is being filed jointly by Thomas W. Itin, Shirley B.
Itin, TWI International, Inc., a Michigan corporation ("TWI"), TICO, a
Michigan co-partnership ("TICO"), SICO, a Michigan co-partnership ("SICO"),
and Acrodyne Corporation Profit Sharing Plan, a Michigan trust ("Acrodyne
PSP"). Mr. Itin owns all of the outstanding shares of TWI, is trustee and
beneficiary of Acrodyne PSP, and is a partner in each of TICO and SICO. Mr.
Itin is Chairman of the Board of the Issuer and, under Rule 13d-3, may be
deemed to be the beneficial owner of all of the shares reported herein due
to this relationship with the record owners.
ITEM 2(b) Address Principal Business Office or, if none, Residence:
7001 Orchard Lake Road, 424
W. Bloomfield, MI 48322
ITEM 2(c) Citizenship:
Mr. and Mrs. Itin are United States citizens. TWI is a Michigan
Corporation. TICO and SICO are Michigan co-partnerships. Acrodyne PSP is a
Michigan trust.
ITEM 2(d) Title of Class of Securities
Common Stock $.0001 Par Value
ITEM 2(e) CUSIP Number: 501792 11 3
ITEM 3 N/A
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CUSIP No. 501792 11 3 Page 9 of 11
ITEM 4 Ownership:
a. Amount Beneficially Owned: 7,407,073
Includes:(i) 200,000 shares owned by TWI: (ii) 2,112,243 shares owned
by Acrodyne PSP; (iii) 394,830 warrants owned by Acrodyne PSP; (iv)
3,400,000 shares owned by TICO; (v) 1,000,000 warrants granted to TICO by
the Issuer; and (vi) 300,000 shares owned by SICO.
b. Percent of Class:
54.9% by Thomas W. Itin
35.9% by Shirley B. Itin
33.6% by TICO
20.1% by Acrodyne PSP
2.5% by SICO
1.7% by TWI
c. Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Mr. Itin, through his ownership of TWI and as trustee of Acrodyne PSP,
has the sole power to vote the 2,707,073 shares and warrants owned by TWI
and Acrodyne PSP.
(ii) shared power to vote or to direct the vote:
As a partner of each SICO and TICO, Mr. Itin shares power to vote or
to direct the vote of the total 4,700,000 shares and warrants owned by TICO
and SICO.
As a partner of each SICO and TICO, Mrs. Itin shares power to vote or
to direct the vote of the total 4,700,000 shares and warrants owned by TICO
and SICO.
(iii) sole power to dispose or to direct the disposition:
Mr. Itin, through his ownership of TWI and as trustee of the Acrodyne
PSP, has the sole power to dispose of or direct the disposition of the
2,707,073 shares and warrants owned by TWI and Acrodyne PSP.
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CUSIP No. 501792 11 3 Page 10 of 11
(iv) shared power to dispose or to direct the disposition:
As a partner of each SICO and TICO, Mr. Itin shares power to dispose
of or direct the disposition of the 300,000 shares owned by SICO and the
4,400,000 shares and warrants owned by TICO.
As a partner of each SICO and TICO, Mrs. Itin shares power to dispose
of or direct the disposition of the 300,000 shares owned by SICO and the
4,400,000 shares and warrants owned by TICO.
ITEM 5 Ownership of Five Percent or Less of a Class: N/A
ITEM 6 Ownership of More than Five percent on Behalf of Another Person:
N/A
ITEM 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company: N/A
ITEM 8 Identification and Classification of Members of the Group: N/A
ITEM 9 Notice of Dissolution of Group: N/A
ITEM 10 Certification: N/A
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CUSIP No. 501792 11 3 Page 11 of 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.
Dated: February 4, 1997 s\ Thomas W. Itin
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Thomas W. Itin
ACRODYNE CORPORATION - PROFIT
SHARING PLAN
Dated: February 4, 1997 s\ Thomas W. Itin
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Thomas W. Itin, Trustee
TWI International, Inc.
Dated: February 4, 1997 s\ Thomas W. Itin
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Thomas W. Itin, President
SICO, A MICHIGAN CO-PARTNERSHIP
Dated: February 4, 1997 s\ Shirley B. Itin
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Shirley B. Itin, Partner
TICO, A MICHIGAN CO-PARTNERSHIP
Dated: February 4, 1997 s\ Thomas W. Itin
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Thomas W. Itin, Partner
