ADVANCED PHOTONIX INC
SC 13G/A, 1999-07-29
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>   1
                                                    ----------------------------
                     UNITED STATES                          OMB APPROVAL
           SECURITIES AND EXCHANGE COMMISSION       ----------------------------
                 WASHINGTON, D.C. 20549             OMB NUMBER:        3235-0145
                                                    EXPIRES:     AUGUST 31, 1999
                                                    ESTIMATED AVERAGE BURDEN
                                                    HOURS PER RESPONSE.....14.90
                                                    ----------------------------


                                    SCHEDULE 13G


                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 1)*


                               Advanced Photonix Inc.
     ---------------------------------------------------------------------------
                                  (Name of Issuer)


                        Class A Common Stock $.001 par value
     ---------------------------------------------------------------------------
                           (Title of Class of Securities)


                                      00754E107
                              ------------------------
                                    CUSIP Number


                                       12-28-98
     ---------------------------------------------------------------------------
               (Date of Event Which Requires Filing of this Statement)


     Check the appropriate box to designate the rule pursuant to which this
     Schedule is filed:


     [ ] Rule 13d-1(b)

     [X] Rule 13d-1(c)

     [ ] Rule 13d-1(d)

     * 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 the disclosures provided in a prior cover page.

     The 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).











     POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
     CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS
     A CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1745 (3-98)                Page 1 of 4 pages

<PAGE>   2
    (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

ITEM 4.  OWNERSHIP.

    Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

    (a) Amount beneficially owned: 632,800.
                                   -------

    (b) Percent of class: 5.8%.
                          ----

    (c) Number of shares as to which the person has:

        (i)   Sole power to vote or to direct the vote 632,800.
                                                       -------

        (ii)  Shared power to vote or to direct the vote        .
                                                         -------

        (iii) Sole power to dispose or to direct the disposition of       .
                                                                   -------

        (v)   Shared power to dispose or to direct the disposition of        .
                                                                      -------

    Instruction. For computations regarding securities which represent a right
to acquire an underlying security see Section 240.13d-3(d)(1).

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

    If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].

Instruction: Dissolution of a group requires a response to this item.

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

    If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

    If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

    If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If
a group has filed this schedule pursuant to Section 240.13d-1(c) or Section
240.13d-1(d), attach an exhibit stating the identity of each member of the
group.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

    Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.

ITEM 10. CERTIFICATION

    (a)   The following certification shall be included if the statement is
          filed pursuant to Section 240.13d-1(b):


                               Page 2 of 4 pages
<PAGE>   3
CUSIP NO.  00754E107
         -----------------------

- --------------------------------------------------------------------------------
  1.    Names of Reporting Persons.
            James A. Delaney III Declaration of Trust Dated 6-9-93
        I.R.S. Identification Nos. of above persons (entities only).
            ###-##-####
- --------------------------------------------------------------------------------
  2.    Check the Appropriate Box if a Member of a Group (See Instructions)

        (a)
            --------------------------------------------------------------------
        (b)
            --------------------------------------------------------------------
- --------------------------------------------------------------------------------
  3.    SEC Use Only

- --------------------------------------------------------------------------------
  4.    Citizenship or Place of Organization
            U.S.
- --------------------------------------------------------------------------------
    Number of
                    5.  Sole Voting Power     632,800
      Shares                              --------------------------------------
                    ------------------------------------------------------------
   Beneficially     6.  Shared Voting Power
                                           -------------------------------------
     Owned by       ------------------------------------------------------------
                    7.  Sole Dispositive Power
       Each                                   ----------------------------------
                    ------------------------------------------------------------
     Reporting      8.  Shared Dispositive Power
                                                --------------------------------
    Person With:
- --------------------------------------------------------------------------------
  9.    Aggregate Amount Beneficially Owned by Each Reporting Person
            632,800
- --------------------------------------------------------------------------------
 10.    Check if the Aggregate Amount in Row (11) Excludes Certain Shares
        (See Instructions)

- --------------------------------------------------------------------------------
 11.    Percent of Class Represented by Amount in Row (11)

- --------------------------------------------------------------------------------
 12.    Type of Reporting Person (See Instructions)
            IN
- --------------------------------------------------------------------------------


                               Page 3 of 4 pages
<PAGE>   4
          By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were acquired and are held in
          the ordinary course of business and were not acquired and are not held
          for the purpose of or with the effect of changing or influencing the
          control of the issuer of the securities and were not acquired and are
          not held in connection with or as a participant in any transaction
          having that purpose or effect.

(b)   The following certification shall be included if the statement is filed
      pursuant to Section 240.13d-1(c):

          By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or influencing
          the control of the issuer of the securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having that purpose or effect.


                                   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.

                                                          7-25-99
                                             -----------------------------------
                                                            Date

                                                    /s/ James A. Delaney
                                             -----------------------------------
                                                          Signature

                                                          TRUSTEE
                                             -----------------------------------
                                                         Name/Title


    The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.

    ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)


                               Page 4 of 4 pages


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