Page 1 of 5 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
ZIMMERMAN SIGN COMPANY
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
989580 10 5
(Cusip Number)
David T. Kettig
96 Cummings Point Road
Stamford, CT 06902 (203) 358-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 8, 1999
(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 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 or the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 989580 10 5
Page 2 of 5 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GENEVE HOLDINGS, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER 7. SOLE VOTING POWER
OF SHARES 0 SHARES
BENEFICIALLY --------------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 33,436 SHARES
PERSON WITH --------------
9. SOLE DISPOSITIVE POWER
0 SHARES
--------------
10.SHARED DISPOSITIVE POWER
33,436 SHARES
--------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 33,436 shares (all of which are also reported as
beneficially owned by Southern Investors Corp.).
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
Page 3 of 5 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOUTHERN INVESTORS CORP.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER 7. SOLE VOTING POWER
OF SHARES 0 SHARES
BENEFICIALLY --------------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 33,436 SHARES
PERSON WITH --------------
9. SOLE DISPOSITIVE POWER
0 SHARES
--------------
10.SHARED DISPOSITIVE POWER
33,436 SHARES
--------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,436 shares (all of which are also reported as
beneficially owned by Geneve Holdings, Inc.).
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
Page 4 of 5 Pages
Item 1. Security and Issuer.
--------------------
The undersigned hereby supplements and amends the Schedule
13D, dated January 6, 1997, as amended (the "Statement"), filed
in connection with the Common Stock, par value $.01 per share
(the "Common Stock"), of Zimmerman Sign Company, a Texas
corporation (the "Company"), as follows (reference is made to
the Statement for previously reported facts):
Item 4. Purpose of Transaction.
-----------------------
The third paragraph of Item 4 is hereby amended in its
entirety to read as follows:
"This Amendment reports the sale by the Item 2 Persons on
January 8, 1999 of 785,143 shares of Common Stock pursuant to
that certain Share Option Purchase Agreement previously filed as
part of this Statement."
Signature
- ---------
After reasonable inquiry and to the best of the knowledge
and belief of each of the undersigned, the undersigned certify
that the information set forth in this Statement is true,
complete and correct.
GENEVE HOLDINGS, INC.
By:/s/David T. Kettig
--------------------------
David T. Kettig, Secretary
SOUTHERN MORTGAGE HOLDING
CORPORATION
By:/s/David T. Kettig
--------------------------
David T. Kettig, Secretary
Page 5 of 5 Pages
GENEVE SECURITIES HOLDING CORP.
By:/s/David T. Kettig
--------------------------
David T. Kettig, Secretary
GENEVE SECURITIES PORTFOLIO CORP.
By:/s/David T.Kettig
--------------------------
David T. Kettig, Secretary
SOUTHERN INVESTORS CORP.
By:/s/David T.Kettig
--------------------------
David T. Kettig, Secretary
CHAPARRAL INTERNATIONAL RE.
By:/s/David T. Kettig
--------------------------
David T. Kettig, Secretary
Dated: January 15, 1999
