<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. 3)
COMPUSONICS VIDEO CORPORATION
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
209929 10
(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. 209929 10 13G Page___2____ of ___17___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
39,617,594 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,035,000 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
39,617,594 common
8 SHARED DISPOSITIVE POWER
5,035,000 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,652,594 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 1 O F 10 PAGES
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CUSIP NO. 209929 10 13G Page___3____ of ___17___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
20,000,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,035,000 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 20,000,000 common
8 SHARED DISPOSITIVE POWER
5,035,000 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,035,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 2 OF 10 PAGES
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CUSIP NO. 209929 10 13G Page___4____ of ___17___Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tico, Inc.
38-2489493
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
30,000,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
30,000,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.7%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 3 OF 10 PAGES
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CUSIP NO. 209929 10 13G Page___5____ of ___17___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 Corporation
5 SOLE VOTING POWER
9,617,594 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
9,617,594 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,617,594 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 4 OF 10 PAGES
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CUSIP NO. 209929 10 13G Page___6____ of ___17___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
5,000,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
5,000,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 5 OF 10 PAGES
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CUSIP NO. 209929 10 13G Page___7____ of ___17___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
35,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
35,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.022%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 6 OF 10 PAGES
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CUSIP NO. 209929 10 13G Page___8____ of ___17___Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timothy Sean Itin Irrevocable Living Trust
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
5,000,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
5,000,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 7 OF 10 PAGES
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CUSIP NO. 209929 10 13G Page___9____ of ___17___Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nina Beardsley Itin Irrevocable Living Trust
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
5,000,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
5,000,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 8 OF 10 PAGES
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CUSIP NO. 209929 10 13G Page___10____ of ___17___Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Whitney Lynne Hebard Irrevocable Living Trust
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
5,000,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
5,000,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 9 OF 10 PAGES
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CUSIP NO. 209929 10 13G Page___11____ of ___17___Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gregory Robert Hebard Irrevocable Living Trust
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
5,000,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
5,000,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 10 OF 10 PAGES
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CUSIP No. 209929 10 Page 12 of 17
ITEM 1(a) Name of Issuer: CompuSonics Video Corporation
ITEM 1(b) Address of Issuer's Principal Executive Officers:
7001 Orchard Lake Road, Suite 424
West Bloomfield, MI 48322
ITEM 2(a) Name of Persons Filing:
This Schedule 13G is being filed jointly by Thomas W. Itin, Shirley B.
Itin, TICO, Inc., a Michigan corporation ("TCI"), Acrodyne Corporation - Profit
Sharing Plan ('"Acrodyne PSP"), TICO, a Michigan co- partnership ("TICO"), SICO,
a Michigan co-partnership ("SICO"), Timothy Sean Itin Irrevocable Living Trust
("TSI Trust"), Nina Beardsley Itin Irrevocable Living Trust ("NBI Trust"),
Whitney Lynne Hebard Irrevocable Living Trust ("WLH Trust) and Gregory Robert
Hebard Irrevocable Living Trust ("GRH Trust"). The TSI Trust, NBI Trust, WLH
Trust and GRH Trust sometimes hereinafter are referred to collectively as the
"Trusts". Mr. Itin owns all of the outstanding stock of TWI International, Inc.,
which in turn owns all the outstanding stock of Tico, Inc. Mr. Itin is the
trustee and beneficiary of the Acrodyne PSP and is a partner in each of TICO and
SICO. Shirley B. Itin is trustee of the Trusts for their grandchildren or grown
children. Mrs. Itin has sole power to vote or to direct the vote of the shares
held by the Trusts. Mrs. Itin is a partner in each of TICO and SICO. None of the
shares reported herein are owned of record by Mr. Itin or Mrs. Itin. Mr. and
Mrs. Itin disclaims any beneficial ownership of the Trusts. 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 his 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. Itin is a United States citizen. Mrs. Itin is a United
States citizen. TCI is a Michigan Corporation. TICO and SICO are
Michigan co-partnerships. The Trusts are Michigan trusts.
ITEM 2(d) Title of Class of Securities
Common Stock $.001 Par Value
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CUSIP No. 209929 10 Page 13 of 17
ITEM 2(e) CUSIP Number: 209929 10
ITEM 3 N/A
ITEM 4 Ownership:
a. Amount Beneficially Owned: 44,652,594 shares (27.9%) owned
by Mr. Itin
Includes:(i) 30,000,000 owned of record by TCI: (ii) 35,000
shares owned of record by TICO; (iii) 9,617,594 shares owned of
record by Acrodyne PSP; and (iv) 5,000,000 shares owned of record
by SICO;
b. Amount Beneficially Owned: 5,035,000 shares (3.1%) owned
by Mrs. Itin
Includes: (I) 35,000 shares owned of record by TICO; and
(ii) 5,000,000 shares owned of record by SICO.
The percentage of ownership does not include: (i) 5,000,000
shares owned by TSI Trust: (ii) 5,000,000 shares owned by NBI
Trust; (iii) 5,000,000 shares owned by WLH Trust; and (iv)
5,000,000 shares owned by GRH Trust.
b. Percent of Class:
27.9% by Thomas W. Itin
3.1% by Shirley B. Itin
18.7% by TICO, Inc.
6.0% by Acrodyne PSP
3.1% by SICO
0.02% by TICO
3.1% by TSI Trust
3.1% by NBI Trust
3.1% by WLH Trust
3.1% by GRH Trust
c. Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
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CUSIP No. 209929 10 Page 14 of 17
Mr. Itin, through his ownership of TCI and Acrodyne PSP, has
the sole power to vote the 39,617,594 shares owned by TCI and
Acrodyne PSP.
As trustee of the Trusts, Mrs. Itin has sole power to vote
or to direct the vote of the 20,000,000 shares held by the
Trusts. Mr. & Mrs. Itin disclaims beneficial ownership of the
Trusts.
(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 5,035,000 shares 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 5,035,000 shares owned
by TICO and SICO.
(iii) sole power to dispose or to direct the disposition:
Mr. Itin, through his ownership of TCI and as trustee of the
Acrodyne PSP, has the sole power to dispose of or direct the
disposition of the 39,617,594 shares owned by TCI and Acrodyne
PSP.
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CUSIP No. 209929 10 Page 15 of 17
As trustee of the Trusts, Mrs. Itin has sole power to vote
or to direct the vote of the 20,000,000 shares held by the
trusts. Mr. and Mrs. Itin disclaims beneficial ownership of the
Trusts.
(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 5,000,000 shares
owned by SICO and the 35,000 shares owned by TICO.
As a partner of each SICO and TICO, Mrs. Itin shares power
to dispose of or direct the disposition of the 5,000,000 shares
owned by SICO and the 35,000 shares 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. 209929 10 Page 16 of 17
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
-------------------------
Thomas W. Itin
ACRODYNE CORPORATION - PROFIT
SHARING PLAN
Dated: February 4, 1997 s\ Thomas W. Itin
--------------------------
Thomas W. Itin, Trustee
TICO, INC.
Dated: February 4, 1997 s\ Thomas W. Itin
--------------------------
Thomas W. Itin, President
SICO, A MICHIGAN CO-PARTNERSHIP
Dated: February 4, 1997 s\ Shirley B. Itin
--------------------------
Shirley B. Itin, Partner
TICO, A MICHIGAN CO-PARTNERSHIP
Dated: February 4, 1997 s\ Thomas W. Itin
--------------------------
Thomas W. Itin, Partner
TIMOTHY SEAN ITIN IRREVOCABLE
LIVING TRUST
Dated: February 4, 1997 s\ Shirley B. Itin
--------------------------
Shirley B. Itin, Trustee
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CUSIP No. 209929 10 Page 17 of 17
NINA BEARDSLEY ITIN IRREVOCABLE
LIVING TRUST
Dated: February 4, 1997 s\ Shirley B. Itin
--------------------------
Shirley B. Itin, Trustee
WHITNEY LYNNE HEBARD
IRREVOCABLE LIVING TRUST
Dated: February 4, 1997 s\ Shirley B. Itin
--------------------------
Shirley B. Itin, Trustee
GREGORY ROBERT HEBARD
IRREVOCABLE LIVING TRUST
Dated: February 4, 1997 s\ Shirley B. Itin
---------------------------
Shirley B. Itin, Trustee
Dated: February 4, 1997 s\ Shirley B. Itin
---------------------------
Shirley B. Itin
