<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ZONIC CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
989906 10 2
- --------------------------------------------------------------------------------
(CUSIP Number)
GERALD J. ZOBRIST, 2900 EIGHT MILE ROAD, CINCINNATI, OHIO 45244
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 30, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the 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 [ ].
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).
<PAGE> 2
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S. S. or I. R. S. Identification
No. of Above Persons
CAPTEC CORPORATION
GERALD J. ZOBRIST
DEE M. ZOBRIST
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) X
----
(b)
----
- --------------------------------------------------------------------------------
3) SEC Use Only _____________________________
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions) NOT APPLICABLE.
---------------
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization CAPTEC IS AN OHIO
CORPORATION AND GERALD ZOBRIST AND DEE ZOBRIST ARE CITIZENS OF
THE UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
GERALD J. DEE M.
CAPTEC ZOBRIST ZOBRIST
Number of Shares (7) Sole Voting Power 395,480 0 0
------- ------- ------
Beneficially Owned (8) Shared Voting Power 0 55,500 55,500
------- ------- -------
by Each Reporting (9) Sole Dispositive Power 395,480 0 0
------- ------- -------
Person With (10) Shared Dispositive Power 0 55,500 55,500
------- ------- -------
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
395,480 BY CAPTEC, 450,980 BY GERALD ZOBRIST AND 450,980 BY
DEE ZOBRIST
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
<PAGE> 3
13) Percent of Class Represented by Amount in Row (11) 13% BY
CAPTEC, 14.8% BY GERALD ZOBRIST AND 14.8% BY DEE ZOBRIST
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) CO, IN AND IN
- --------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
Common Stock, no par value
Zonic Corporation ("Zonic")
Park 50 TechneCenter
50 W. TechneCenter Drive
Milford, Ohio 45150-9777
ITEM 2. IDENTITY AND BACKGROUND.
(a) CapTec Corporation ("CapTec")
(b) Incorporated under the laws of Ohio
(c) Acquisition and investment company
(d) 2900 Eight Mile Road
Cincinnati, Ohio 45244
(e) CapTec has not, during the last five years, been
involved in any criminal legal proceedings
(f) CapTec has not, during the last five years, been
involved in any civil legal proceedings
(a) Gerald J. Zobrist
(b) 2900 Eight Mile Road
Cincinnati, Ohio 45244
(c) President of CapTec
(d) No
(e) No
(f) United States of America
(a) Dee M. Zobrist
(b) 2900 Eight Mile Road
Cincinnati, Ohio 45244
(c) Executive Vice President of CapTec
(d) No
(e) No
(f) United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
CapTec received 347,580 shares from Gerald Zobrist and 47,900
shares from Dee Zobrist for no consideration.
<PAGE> 4
ITEM 4. PURPOSE OF TRANSACTION.
CapTec was incorporated under the laws of the state of Ohio on
January 16, 1996. Gerald Zobrist and Dee Zobrist each own 100
shares of CapTec's common stock ("CapTec Stock"), representing
all of the outstanding CapTec Stock, and are CapTec's sole
officers and directors. The purpose of the transaction was for
Gerald Zobrist and Dee Zobrist to transfer their shares of
Zonic common stock to CapTec, to provide capital to CapTec.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The number of shares of Common Stock beneficially owned by
each reporting person is as follows:
CapTec Corporation 395,480 (13.0%).
Gerald J. Zobrist 450,980 (14.8%), including
40,500 shares held by his
spouse as trustee for his
children and 15,000 shares
held by his minor child.
Dee M. Zobrist 450,980 (14.8%), including
40,500 shares held as
trustee for her children
and 15,000 shares held by
her minor child.
(b) The number of shares as to which each reporting person has the
sole power to vote or to direct the vote, shared power to vote
or to direct the vote, sole power to dispose or to direct the
disposition, or shared power to dispose or direct the
disposition, is as follows:
<TABLE>
<CAPTION>
Sole Power Shared Power Sole Power Shared Power
Name To Vote To Vote To Dispose To Dispose
- ---- ------- ------- ---------- ----------
<S> <C> <C> <C> <C>
CapTec 395,480 0 395,480 0
(13.0%) (13.0%)
Gerald J. Zobrist 0 55,500 0 55,500
(1.8%) (1.8%)
Dee M. Zobrist 0 55,500 0 55,500
(1.8%) (1.8%)
</TABLE>
(c) Not applicable.
(d) No other person has the right to receive, or the power to
direct the receipt of dividends from, or the proceeds from the
sale of the securities of Zonic held by any of the reporting
persons.
<PAGE> 5
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
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.
CapTec Corporation
Date June 1, 1997 By: \s\ Gerald J. Zobrist
------------ --------------------------------------
Name/Title Gerald J. Zobrist, President
------------------------------
Date June 1, 1997 \s\ Gerald J. Zobrist
------------ ----------------------
Gerald J. Zobrist
Date June 1, 1997 \s\ Dee M. Zobrist
------------ -------------------
Dee M. Zobrist
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 part of this 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.
