SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 2)*
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)
JULY 21, 1995
(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).
<PAGE>
CUSIP NO. 541402 10 3 13D PAGE 2 OF 9 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
10.12%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
2 of 9 Pages
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CUSIP NO. 206009 10 2 13D PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Solomon A. Weisgal, not personally but solely as Trustee of those certain
25 separate and individual trusts commonly and collectively known as the
Bea Ritch Trusts (###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 394,482 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 394,482 shares
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,482 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.98%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
3 of 9 Pages
<PAGE>
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) Solomon A. Weisgal, not personally but solely as Trustee of those
certain 25 separate and individual trusts commonly and collectively
known as the Bea Ritch Trusts (the "Trusts"). Mr. Weisgal's
business address is 120 South Riverside Drive, Suite 1420, Chicago,
Illinois 60606. Mr. Weisgal is a certified public accountant.
Windy City and the Trusts are collectively referred to herein as the
"Reporting Persons".
The names and business addresses of the officers and directors of Windy
City are listed on EXHIBIT A attached hereto. All of said individuals are
United States citizens.
Neither of the Reporting Persons, 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 the disposition of Common Stock by one of
the Reporting Persons. As such, this Item 3 is not applicable.
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:
4 of 9 Pages
<PAGE>
(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) Trusts 394,482 shares{1}
Group:894,482 shares{2}
**FOOTNOTES**
{1}Includes 75,000 shares of Common Stock (the "Subject Shares") owned
by the Trusts, which Subject Shares have been loaned by the Trusts 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, and (ii) 394,482 shares of Common Stock owned directly by the Trusts.
See Footnote 1. The Trusts own 302 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 Trusts 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
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. Due to
relationship between the Trusts 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.
5 of 9 Pages
<PAGE>
PERCENT OF CLASS
(i) Windy City, Inc. 10.12%
(ii) Trusts 7.98%
Group:18.10%{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) Trusts 394,482 shares{1}
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
(i) Windy City -0-
(ii) Trusts -0-
(III)SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
(i) Windy City 500,000 shares
(ii) Trusts 394,482 shares{1}
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
(i) Windy City -0-
(ii) Trusts -0-
(C) DESCRIPTION OF TRANSACTIONS
This amendment is being filed to disclose (i) the sale by Windy City on
July 15, 1995, deemed by the parties to be effective as of June 30, 1995, of
45,000 shares of Common Stock valued at $12.20 per share in a private
transaction, and (ii) the sale by Windy City on July 21, 1995 of 75,000 shares
of Common Stock at $9.00 per share in a private transaction.
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.
6 of 9 Pages
<PAGE>
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.
JULY 31, 1995
Date
/S/ JOSHUA S. KANTER
Signature
Windy City, Inc.
JOSHUA S. KANTER/VICE-PRESIDENT
Name/Title
7 of 9 Pages
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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.
JULY 31, 1995
Date
/S/ SOLOMON A. WEISGAL
Signature
Solomon A. Weisgal, not personally but
solely as Trustee of those certain 25
separate and individual trusts commonly
and collectively KNOWN AS THE BEA RITCH
TRUSTS
Name/Title
8 of 9 Pages
<PAGE>
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. KanterVice President, Secretary333 West Wacker Drive
Suite 2700
Chicago, Illinois 60606
Joel S. Kanter President, Treasurer 8000 Towers Crescent Drive
Suite 1070
Vienna, Virginia 22182
{JSK37-I} Name/Title
9 of 9 Pages
