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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 4)*
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)
September 6, 1996
- - --------------------------------------------------------------------------------
(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).
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<TABLE>
<CAPTION>
CUSIP NO. 541402 10 3 13D PAGE 2 OF 13 PAGES
<S> <C>
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
8.33%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
2 of 13 Pages
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<TABLE>
<CAPTION>
CUSIP NO. 206009 10 2 13D PAGE 3 OF 13 PAGES
<S> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRT Partnership (36-4031793)
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 Illinois
NUMBER OF 7 SOLE VOTING POWER
SHARES 319,482 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 319,482 shares
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
319,482 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.32%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
3 of 13 Pages
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<TABLE>
<CAPTION>
CUSIP NO. 541402 10 3 13D PAGE 4 OF 13 PAGES
<S> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kanter Family Foundation (36-3682199)
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 Illinois
NUMBER OF 7 SOLE VOTING POWER
SHARES 50,000 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 50,000 shares
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.83%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
4 of 13 Pages
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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) BRT Partnership (the "Partnership"). The Partnership's
business address is 120 South Riverside Drive, Suite 1420,
Chicago, Illinois 60606. The Partnership's principal business
is investing in private investments and public securities.
(iii) Kanter Family Foundation ("KFF"). The principal place of
business and principal office of Kanter Family Foundation is
8000 Towers Crescent Drive, Suite 1070, Vienna, Virginia
22182. Kanter Family Foundation is an Illinois not-for-profit
private charitable foundation.
Windy City, the Partnership and KFF are collectively referred to
herein as the "Reporting Persons".
The sole partners of the Partnership are those certain 25 separate and
individual trusts commonly and collectively known as the Bea Ritch Trusts (the
"Trusts"). The trustee of each of the Trusts is Solomon A. Weisgal (the
"Trustee").
The names and business addresses of the officers and directors of
Windy City and KFF are listed on Exhibit A attached hereto. All of said
individuals are United States citizens.
None of the Reporting Persons, the Trustee 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 a change of record ownership of common
stock. As such, this Item 3 is not applicable.
5 of 13 Pages
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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:
(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) Partnership 319,482 shares(1)
(iii) KFF 50,000 shares
Group: 869,482 shares(2)
________________________
(1)Includes 75,000 shares of Common Stock (the "Subject
Shares") owned by the Partnership, which Subject Shares have been
loaned by the Partnership 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, (ii) 319,482 shares of Common Stock
owned directly by the Partnership (See Footnote 1), and (iii)
50,000 shares of Common Stock owned directly (continued)
6 of 13 Pages
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PERCENT OF CLASS
(i) Windy City, Inc. 8.33%
(ii) Partnership 5.32%
(iii) KFF 0.83%
Group: 14.49%(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) Partnership 319,482 shares(1)
(iii) KFF 50,000 shares
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
(i) Windy City -0-
(ii) Partnership -0-
(iii) KFF -0-
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
(i) Windy City 500,000 shares
(ii) Partnership 319,482 shares(1)
(iii) KFF 50,000 shares
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
(i) Windy City -0-
(ii) Partnership -0-
(iii) KFF -0-
(C) DESCRIPTION OF TRANSACTIONS
This amendment is being filed to disclose the transfer of record
ownership (without consideration) of 50,000 shares of Common Stock from the
Partnership to the Trusts (by way of distribution) and from the Trusts to KFF
(by way of contribution).
_______________
(2)(...continued)
by KFF. The Partnership owns 189 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 Partnership 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 sole partners
of the Partnership are the Trusts. 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.
KFF is an Illinois not-for-profit private charitable foundation established by
the Kanter family. Mr. Joel S. Kanter is the President and a Director of
KFF. Mr. Joshua S. Kanter is the Vice President and a Director of KFF.
Due to relationship between the Partnership, KFF 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.
7 of 13 Pages
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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. and Kanter
Family Foundation.
8 of 13 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.
September 25, 1996
----------------------------
Date
WINDY CITY, INC.
By: /s/ Joshua S. Kanter
----------------------------
Its: Vice President
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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.
September 25, 1996
-------------------------------------
Date
BRT PARTNERSHIP
By: /s/ Solomon A. Weisgal
----------------------------
Solomon A. Weisgal, not
personally but solely as
Trustee of that certain
Trust commonly known as the
BK Descendant's Trust
Its: General Partner
10 of 13 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.
September 25, 1996
----------------------------
Date
KANTER FAMILY FOUNDATION
By: /s/ Joshua S. Kanter
---------------------------
Its: Vice President
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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. Kanter Vice President, Secretary 333 West Wacker Drive
Suite 2700
Chicago, Illinois 60606
Joel S. Kanter President, Treasurer 8000 Towers Crescent Drive
Suite 1070
Vienna, Virginia 22182
OFFICERS AND DIRECTORS OF KANTER FAMILY FOUNDATION
I. Directors
---------
Name Business Address
- - ---- ----------------
Joel S. Kanter 8000 Towers Crescent Drive
Suite 1070
Vienna, Virginia 22182
Joshua S. Kanter 333 West Wacker Drive
Suite 2700
Chicago, Illinois 60606
Albert Morrison, Jr. 9795 South Dixie Highway
Miami, Florida 33156
12 of 13 Pages
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II. Officers
--------
Name Position Business Address
---- -------- ----------------
Joel S. Kanter President, Treasurer 8000 Towers
Crescent Drive
Suite 1070
Vienna, Virginia 22182
Joshua S. Kanter Vice President 333 West Wacker Drive
Suite 2700
Chicago, Illinois 60606
Naomi Kanter Vice President, Asst. 65 Vine Avenue
Sec. Highland Park, Illinois
60035
Janis S. Kanter Secretary 1923 West Dickens
Chicago, Illinois 60622
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