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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
SOLITRON DEVICES, INC.
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
834256208
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(CUSIP Number)
Thomas Zdrodowski
Policemen & Firemen Retirement System of the City of Detroit
908 City County Building, Detroit, MI 48226
(313) 224-3361
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 5, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)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 (S)240.13d-7 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).
1 of 5 Pages
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SCHEDULE 13D
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CUSIP NO. 834256208 PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Board of Trustees of the Policemen and
Firemen Retirement System of the City of Detroit
EIN: 38-2465279
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Michigan
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SOLE VOTING POWER
7 336,407 (1)
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9 336,407 (1)
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 336,407 (1)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 15.0%
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TYPE OF REPORTING PERSON*
14 EP
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(1) Power is exercised by the Board of Trustees under the applicable
provisions of the Charter of the City of Detroit, the City of Detroit
Municipal Code and Michigan Investment of Assets of Public Employees
Retirement Systems Act.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 834256208 Schedule 13D Page 3 of 5 Pages
This is the Fourth Amendment and Restatement of the Schedule 13D originally
filed with the Securities and Exchange Commission on August 16, 1994 by the
Board of Trustees of the Policemen and Firemen Retirement System of the City of
Detroit with respect to the common stock, one cent ($0.01) par value, of
Solitron Devices, Inc.
ITEM 1. Security and Issuer.
The title of the class of equity securities to which this Schedule 13D (the
"Statement") relates is Common Stock, one cent ($0.01) par value (the "Shares").
The name and address of the principal executive office of the issuer of such
securities is Solitron Devices, Inc., a Delaware corporation, 3301 Electronics
Way, West Palm Beach, Florida 33407 (the "Issuer").
ITEM 2. Identity and Background.
(a) and (b): The Board of Trustees of the Policemen and Firemen Retirement
System of the City of Detroit is the Reporting Person of this Statement. The
Policemen and Firemen Retirement System of the City of Detroit is a pension plan
and trust created and operated pursuant to: (a) the 1918 City of Detroit
Charter, as amended through June 30, 1974, and continued in effect by Article
XI, Section 102 of the July 1, 1974, City of Detroit Charter, (b) Article XI of
the July 1, 1974, City of Detroit Charter, (c) the pension ordinances found in
Chapter 54 of the City of Detroit Municipal Code, and (d) other applicable law,
including State of Michigan statutes applicable to investment of funds of public
employees' retirement systems, including Act No. 55 of the Public Acts of 1982,
as amended (codified as "Investment of Assets of Public Employees Retirement
Systems" (MCLA 38.1121 et seq.)) and its principal business is investment of
funds of public employees' retirement systems. The address of the Reporting
Person's principal business is 908 City County Building, Detroit, MI 48226 and
the address of the Reporting Person's principal office is 908 City County
Building, Detroit, MI 48226.
(d) and (e): During the last five years, the Reporting Person has not been
(i) convicted of a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) 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 judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired the entire 336,407 shares reported in this
Statement, in accordance with a Plan of Reorganization of the Issuer, confirmed
by Order of the United States Bankruptcy Court, Southern District of Florida,
West Palm Beach Division, dated August 19, 1993 (the "Plan of Reorganization"),
a copy of which was attached as Exhibit A to the original paper Schedule 13D of
the Reporting Person.
ITEM 4. Purpose of Transaction.
The Reporting Person is a creditor of the Issuer and received the Shares as
a partial satisfaction of Issuer's debt to the Reporting Person. The Reporting
Person directly owns 336,407 Shares which were acquired according to the Plan of
Reorganization and are currently held for the purpose of investment.
The Reporting Person presently has no plans or proposals which relate to or
would result in:
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CUSIP NO. 834256208 Schedule 13D Page 4 of 5 Pages
(a) the acquisition by any person of additional securities of the Issuer
or the disposition of securities of the Issuer, except pursuant to the Plan of
Reorganization;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
except for those transactions required or permitted by the Plan of
Reorganization;
(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; or
(j) any action similar to those enumerated above.
The Reporting Person may in the future consider, discuss or vote upon plans
or proposals of the type described in this Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer.
(a) The following table sets forth the aggregate number of Shares
beneficially owned as of January 5, 1998 by the Reporting Person and the percent
of the class of such Shares believed to be outstanding.
<TABLE>
<CAPTION>
Name No. of Shares Owned Percent of Class/1/
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Direct Indirect Total
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<S> <C> <C> <C> <C>
The Board of Trustees 336,407 -0- 336,407 15.0%
</TABLE>
(b) The Reporting Person has sole voting and dispositive power with
respect to the 336,407 Shares.
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/1/ Based on 2,243,804 Shares reported outstanding by Issuer, the
percentage is rounded to the nearest 1/10 percent.
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CUSIP NO. 834256208 Schedule 13D Page 5 of 5 Pages
(c) The Reporting Person has not effected any transactions in Shares of the
Issuer's Common Stock during the past 60 days.
(d) No person other than the Reporting Person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, such Shares.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Person has an arrangement with MIG Companies pursuant to
which MIG Companies acts as financial adviser to the Reporting Person.
ITEM 7. Material to be Filed as Exhibits.
None. Exhibit A - The Plan of Reorganization was attached as an exhibit to
the Reporting Person's original paper Schedule 13D.
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
BOARD OF TRUSTEES OF THE POLICEMEN AND
FIREMEN RETIREMENT SYSTEM OF THE CITY OF
DETROIT
Dated: 5-14-98 By: /s/ George Orzech
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Name: George Orzech
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Trustee
By: /s/ Derrick Royal
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Name: Derrick Royal
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Trustee
