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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 7)
LBO CAPITAL CORP.
(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
(Title of Class of Securities)
501792 11 3
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
___ Rule 13d-1(b) ___ Rule 13d-(c) _X_ Rule 13d-1(d)
(Degree)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
2,622,243 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 2,622,243 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
6,322,243 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
57.2%
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
2,422,243 common
394,830 warrants
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 2,422,243 common
394,830 warrants
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,422,243 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
22.5%
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., Suite 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 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, Suite 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
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ITEM 3 N/A
ITEM 4 Ownership:
a. Amount Beneficially Owned By Mr. Itin: 7,717,073
Includes:(i) 200,000 shares owned by TWI. All of the
outstanding capital stock of TWI is owned by Thomas W.
Itin: (ii) 2,622,243 shares and 394,830 warrants owned by
Acrodyne PSP. Mr. Itin is trustee and sole beneficiary
of this trust; (iii) 3,400,000 shares and 1,000,000
warrants granted to TICO by the Issuer. Mr. Itin is a
partner in this Michigan co-partnership; and (iv) 300,000
shares owned by SICO. Mr. Itin is a partner in this
Michigan co-partnership.
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a. Amount Beneficially Owned By Mrs. Itin: 4,700,000
Includes: (i) 300,000 shares owned by SICO.
Mrs. Itin is a partner in this Michigan co-partnership.
(ii) 3,400,000 shares and 1,000,000 warrants granted to
TICO by the Issuer. Mrs. Itin is a partner in this
Michigan co-partnership.
b. Percent of Class:
57.2% by Thomas W. Itin
35.9% by Shirley B. Itin
33.6% by TICO
22.5% 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 3,017,073
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 3,017,073 shares and
warrants owned by TWI and Acrodyne PSP.
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(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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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 12, 1999 s\ Thomas W. Itin
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Thomas W. Itin
ACRODYNE CORPORATION - PROFIT SHARING PLAN
Dated: February 12, 1999 s\ Thomas W. Itin
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Thomas W. Itin, Trustee
TWI INTERNATIONAL, INC.
Dated: February 12, 1999 s\ Thomas W. Itin
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Thomas W. Itin, President
SICO, A MICHIGAN CO-PARTNERSHIP
Dated: February 12, 1999 s\ Shirley B. Itin
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Shirley B. Itin, Partner
TICO, A MICHIGAN CO-PARTNERSHIP
Dated: February 12, 1999 s\ Thomas W. Itin
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Thomas W. Itin, Partner
