SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ZONIC CORPORATION
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
989906 10 2
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(CUSIP Number)
GERALD J. ZOBRIST, 2900 EIGHT MILE ROAD, CINCINNATI, OHIO 45244
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 30, 1997
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(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).
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
(a) x
----
(b)
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3) SEC Use Only _____________________________
4) Source of Funds Not applicable.
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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
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America
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Gerald J. Dee M.
CapTec Zobrist Zobrist
Number of Shares (7) Sole Voting Power 395,480 0 0
------- ------- -------
Beneficially Owned (8) Shared Voting Power 0 293,000 293,000
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by Each Reporting (9) Sole Dispositive Power 395,480 0 0
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Person With (10) Shared Dispositive Power 0 293,000 293,000
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
395,480 by CapTec, 688,480 by Gerald Zobrist and 688,480 by Dee Zobrist
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11) 13% by CapTec, 20% by
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Gerald Zobrist and 20% by Dee Zobrist
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14) Type of Reporting Person CO, IN and IN
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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.
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 688,480 (20%), including 252,500 shares subject to
currently exercisable options and 40,500
shares held by his spouse as trustee for
his children.
Dee M. Zobrist 688,480 (20%), including 252,500 shares subject to
current exercisable options held by her
spouse and 40,500 shares held as trustee
for her children.
(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:
Sole Power Shared Power Sole Power Shared Power
Name To Vote To Vote To Dispose To Dispose
- ---------- ---------- ------------ ---------- -----------
CapTec 395,480 0 395,480 0
(13.0%) (13.0%)
Gerald J. Zobrist 0 293,000 0 293,000
(8.9%) (8.9%)
Dee M. Zobrist 0 293,000 0 293,000
(8.9%) (8.9%)
(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.
(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 July 2, 1997 By: \s\ Gerald J. Zobrist, President
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Name/Title Gerald J. Zobrist, President
Date July 2, 1997 \s\ Gerald J. Zobrist
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Gerald J. Zobrist
Date July 2, 1997 \s\ Dee M. Zobrist
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Dee M. Zobrist
