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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)*
Logic Devices Incorporated
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
541402 10 3
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(CUSIP Number)
Joshua S. Kanter, Windy City, Inc., 333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606 (312) 984-3120
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 30, 1998
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(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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Sections 240.13d-7
(b) 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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CUSIP NO. 541402 10 3 13D
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Windy City, Inc. (36-3205809)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
(SEE INSTRUCTIONS) [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
2
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CUSIP NO. 541402 10 3 13D
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BRT Partnership (36-4031793)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
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 574,801 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 574,801 shares
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
574,801 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
3
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CUSIP NO. 541402 10 3 13D
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kanter Family Foundation (36-3682199)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
(SEE INSTRUCTIONS) [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
4
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ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the shares of common stock, no par value per
share (the "Common Stock"), of Logic Devices Incorporated, a California
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 1320 Orleans Drive, Sunnyvale, California 94089.
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 1620,
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.
On September 30, 1998, the Partnership purchased 255,319 shares of
Common Stock for an aggregate price of $375,000 from the Issuer pursuant to a
Stock Purchase Agreement among Issuer, the Partnership and other parties
thereto. The Partnership paid such aggregate price with funds from its working
capital.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock acquired by Partnership as described in Item
3 above were acquired for investment purposes and to provide working capital to
the Issuer. 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;
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(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.
<TABLE>
<CAPTION>
(a) AMOUNT BENEFICIALLY OWNED
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(i) Windy City 500,000 shares
(ii) Partnership 574,801 shares
(iii) KFF 50,000 shares
Group: 1,124,801 shares (1)
PERCENT OF CLASS
(i) Windy City, Inc. 8.2%
(ii) Partnership 9.4%
(iii) KFF 0.8%
Group: 18.4% (1)
</TABLE>
(1) 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.
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<TABLE>
<CAPTION>
(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
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(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
(i) Windy City 500,000 shares
(ii) Partnership 574,801 shares
(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 574,801 shares
(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-
</TABLE>
(c) DESCRIPTION OF TRANSACTIONS
There have been no transactions in the Common Stock by the Reporting
Persons during the past sixty days other than the transaction described in Item
3.
(d) OTHER PERSONS
None.
(e) DATE OF CESSATION
Not applicable.
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 1 to
Item 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Officers and Directors of Windy City, Inc. and Kanter
Family Foundation.
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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.
October 7, 1998
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Date
WINDY CITY, INC.
By: /s/ Joshua S. Kanter
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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.
October 7, 1998
--------------------------------
Date
BRT PARTNERS
By: /s/Solomon A. Weisgal,
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not personally but solely
as Trustee of that certain
Trust commonly known as
the BK Descendant's Trust
Its: General Partner
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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.
October 7, 1998
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Date
KANTER FAMILY FOUNDATION
By: /s/ Joshua S. Kanter
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Its: Vice President
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<TABLE>
<CAPTION>
EXHIBIT A
OFFICERS AND DIRECTORS OF WINDY CITY, INC.
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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
<CAPTION>
OFFICERS AND DIRECTORS OF KANTER FAMILY FOUNDATION
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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. 1001 Brickell Bay Drive
9th Floor
Miami, Florida 33131
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, Assistant 65 Vine Avenue
Secretary Highland Park, Illinois 60035
Janis S. Kanter Secretary 1923 West Dickens
Chicago, Illinois 60622
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