-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MF60vMCSb5pYedZtJlpYab61UKgoT6vZwHfASAacVou/8ow4E2yX9iOWKBYYq6tw Mg1dg2KbdBD4X4Cli5wQQQ== 0001172661-05-000062.txt : 20050210 0001172661-05-000062.hdr.sgml : 20050210 20050210132345 ACCESSION NUMBER: 0001172661-05-000062 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050210 DATE AS OF CHANGE: 20050210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHOTON DYNAMICS INC CENTRAL INDEX KEY: 0001002663 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 943007502 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49707 FILM NUMBER: 05591930 BUSINESS ADDRESS: STREET 1: 5970 OPTICAL COURT CITY: SAN JOSE STATE: CA ZIP: 95138-1400 BUSINESS PHONE: 4082269900 MAIL ADDRESS: STREET 1: 5970 OPTICAL COURT CITY: SAN JOSE STATE: CA ZIP: 95138-1400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTCAP INVESTORS LLC CENTRAL INDEX KEY: 0001010614 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD. STREET 2: SUITE 820 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310)996-3200 MAIL ADDRESS: STREET 1: 1111 SANTA MONICA BLVD STREET 2: SUITE 820 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13G/A 1 photon0205a.txt FORM 13G HOLDINGS REPORT UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 Photon Dynamics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 719364101 (CUSIP Number) January 31, 2005 (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) CUSIP No. 719364101 1.Names of Reporting Persons. Westcap Investors, LLC I.R.S. Identification Nos. of above persons (entities only). 95-4535637 2.Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3.SEC Use Only 4.Citizenship or Place of Organization Delaware, United States Number of Shares Beneficially Owned by Each Reporting Person With 5.Sole Voting Power 1,319,389 6.Shared Voting Power None 7.Sole Dispositive Power 1,883,337 8.Shared Dispositive Power None 9.Aggregate Amount Beneficially Owned by Each Reporting Person 1,883,337 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11.Percent of Class Represented by Amount in Row (9) 11.21% 12.Type of Reporting Person: IA Item 1(a). Name of Issuer: Photon Dynamics Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 5970 OPTICAL COURT SAN JOSE CA 95138-1400 Item 2(a). Name of Person Filing Item 2(b). Address of Principal Business Office or, if None, Residence Item 2(c). Citizenship Westcap Investors 1111 Santa Monica Blvd., Ste. 820 Los Angeles, CA 90025 Delaware Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 719364101 Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: (a) - Broker or dealer registered under Section 15 of the Act. (b) - Bank as defined in Section 3(a)(6) of the Act. (c) - Insurance company as defined in Section 3(a)(19) of the Act. (d) - Investment company registered under Section 8 of the Investment Company Act of 1940. (e) X An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) - An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) - A parent holding company or control person in accordance with 240.13d- 1(b)(1)(ii)(G); (h) - A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) - A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; (j) - Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4. Ownership: a. Amount beneficially owned: 1,883,337 b. Percent of Class: 11.21% c. Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 1,319,389 (ii) Shared power to vote or to direct the vote None (iii)Sole power to dispose or to direct the disposition of 1,883,337 (iv) Shared power to dispose or to direct the disposition None Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: [ X ] Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company of Control Person: Not applicable. Item 8. Identification and Classification of Members of the Group: Not applicable. Item 9. Notice of Dissolution of Group: Not applicable. Item 10.Certification: 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. Date February 10, 2005 By:/s/ Stephen Rack Stephen Rack Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----