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. 5)
COMPUSONICS VIDEO CORPORATION
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
209929 10
(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).
<PAGE>
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
<PAGE>
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
25,035,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 2 OF 10 PAGES
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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 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, Suite 424
West 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
ITEM 2(e) CUSIP Number: 209929 10
-------------
ITEM 3 N/A
<PAGE>
CUSIP No. 209929 10 Page 13 of 17
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. Mr. Itin
owns all of the outstanding stock of TWI International,
Inc. which in turn owns all the outstanding stock of
Tico, Inc.; (ii) 35,000 shares owned of record by TICO.
Mr. Itin is a partner in this Michigan co-partnership;
(iii) 9,617,594 shares owned of record by Acrodyne PSP.
Mr. Itin is the trustee and sole beneficiary of this
trust; and (iv) 5,000,000 shares owned of record by SICO.
Mr. Itin is a partner in this Michigan co-partnership.
b. Amount Beneficially Owned: 25,035,000 shares (15.6%) owned
-----------------------------
by Mrs. Itin
Includes: (I) 35,000 shares owned of record by TICO.
Mrs. Itin is a partner in this Michigan co-partnership;
(ii) 5,000,000 shares owned of record by SICO. Mrs. Itin
is a partner in this Michigan co-partnership; and (iii)
5,000,000 shares owned by TSI Trust; 5,000,000 shares
owned by NBI Trust; 5,000,000 shares owned by WLH Trust;
and 5,000,000 shares owned by GRH Trust. Mrs. Itin is
the trustee of these trusts and, as such, has the power
to vote and dispose of these shares. Mr. & Mrs. Itin
disclaim ownership of the shares owned by the trusts.
b. Percent of Class:
-----------------
27.9% by Thomas W. Itin
15.6% 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
<PAGE>
CUSIP No. 209929 10 Page 14 of 17
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 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.
(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.
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.
(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.
<PAGE>
CUSIP No. 209929 10 Page 15 of 17
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
--------------
<PAGE>
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 12, 1999 s\Thomas W. Itin
---------------------------
Thomas W. Itin
ACRODYNE CORPORATION - PROFIT SHARING PLAN
Dated: February 12, 1999 s\Thomas W. Itin
----------------------------
Thomas W. Itin, Trustee
TICO, INC.
Dated: February 12, 1999 s\Thomas W. Itin
----------------------------
Thomas W. Itin, President
SICO, A MICHIGAN CO-PARTNERSHIP
Dated: February 12, 1999 s\Shirley B. Itin
----------------------------
Shirley B. Itin, Partner
TICO, A MICHIGAN CO-PARTNERSHIP
Dated: February 12, 1999 s\Thomas W. Itin
----------------------------
Thomas W. Itin, Partner
<PAGE>
CUSIP No. 209929 10 Page 17 of 17
TIMOTHY SEAN ITIN IRREVOCABLE
LIVING TRUST
Dated: February 12, 1999 s\Shirley B. Itin
-----------------------------
Shirley B. Itin, Trustee
NINA BEARDSLEY ITIN IRREVOCABLE
LIVING TRUST
Dated: February 12, 1999 s\Shirley B. Itin
-----------------------------
Shirley B. Itin, Trustee
WHITNEY LYNNE HEBARD
IRREVOCABLE LIVING TRUST
Dated: February 12, 1999 s\Shirley B. Itin
-----------------------------
Shirley B. Itin, Trustee
GREGORY ROBERT HEBARD
IRREVOCABLE LIVING TRUST
Dated: February 12, 1999 s\Shirley B. Itin
-----------------------------
Shirley B. Itin, Trustee
Dated: February 12, 1999 s\Shirley B. Itin
-----------------------------
Shirley B. Itin
