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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___1_____)
LINC CAPITAL, INC.
_______________________________
(Name of Issuer)
Common Stock, par value $.001 per share
_______________________________________
(Title of Class of Securities)
501942 10 6
___________
(CUSIP Number)
December 31, 1998
_________________
(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)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
* 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 the disclosures provided in a prior cover
page.
The information required in 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 1 of 8 Pages
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CUSIP No. 501942 10 6 13G Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
Martin E. Zimmerman
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): [ ]
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,561,168 (See Item 4)
---------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None (See Item 4)
---------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,019,850 (See Item 4)
---------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH None (See Item 4)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,561,168 (See Item 4)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
49.4%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS
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CUSIP No. 501942 10 6 13G Page 3 of 8 Pages
-------------- --- --
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Allen P. Palles
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only): [ ]
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 25,482 (See Item 4)
---------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None (See Item 4)
---------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 308,838 (See Item 4)
---------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH None (See Item 4)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,838 (See Item 4)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS
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ITEM 1(a) NAME OF ISSUER:
LINC Capital, Inc. (the "Company")
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
303 East Wacker Drive
Suite 1000
Chicago, Illinois 60601
ITEM 2(a) NAMES OF PERSON FILING:
This statement is filed jointly by each of the
following persons pursuant to Rule 13d-(1)(k) promulgated by
the Securities and Exchange Commission (the "SEC") under
Section 13 of the Securities Exchange Act of 1934, as amended
(the "Act"): (i) Martin E. Zimmerman and (ii) Allen P. Palles.
Messrs. Zimmerman and Palles are sometimes referred to herein
individually as a "Reporting Person" and collectively as the
"Reporting Persons."
Information with respect to each of the Reporting Persons is
given solely by such Reporting Person, and no Reporting Person
assumes responsibility for the accuracy or completeness of
information by another Reporting Person. By their signature on
this statement, each of the Reporting Persons agrees that this
statement is filed on behalf of such Reporting Person.
The Reporting Persons may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Act. The Reporting Persons
expressly disclaim that they have agreed to act as a group
other than as described in this statement.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address of each of the Reporting Persons
is 303 East Wacker Drive, Suite 1000, Chicago, Illinois 60601.
ITEM 2(c) CITIZENSHIP:
The citizenship of each of the Reporting Persons is Illinois.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.001 per share ("Common Stock").
ITEM 2(e) CUSIP NUMBER:
501942 10 6
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b)
or (c) CHECK WHETHER THE PERSON FILING IS A:
This statement is filed pursuant to Rule 13d-1(d). As such,
the listed alternatives are not applicable.
Page 4 of 8 Pages
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ITEM 4 OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
As of December 31, 1998, Mr. Zimmerman was the beneficial owner of
2,561,168 shares of Common Stock (or 49.4%, assuming 5,183,688 shares
outstanding), 1,355,176 shares through direct beneficial ownership,
674,674 shares owned by entities controlled by Mr. Zimmerman, and
283,356 shares beneficially owned by Mr. Palles and 247,962 shares
beneficially owned by another employee of the Company that are
subject to a proxy and a right of first refusal held by Mr.
Zimmerman. Thus, Mr. Zimmerman has the sole power to vote or direct
the vote of 2,561,168 shares of Common Stock, the sole power to
dispose or to direct the disposition of 2,019,850 shares of Common
Stock, and the shared power to vote or to direct the vote of and the
shared power to dispose or to direct the disposition of no shares of
Common Stock.
As of December 31, 1998, Mr. Palles was the direct beneficial owner
of 308,838 shares of Common Stock (or 6.0%, assuming 5,183,688 shares
outstanding), 283,356 of which are subject to a proxy and a right of
first refusal held by Mr. Zimmerman. Thus, Mr. Palles has the sole
power to dispose or to direct the disposition of 308,838 shares of
Common Stock, and the sole power to vote or to direct the vote of
25,482 shares of Common Stock, and the shared power to vote or direct
the vote of and the shared power to dispose or to direct the
disposition of no shares of Common Stock.
(b) PERCENT OF CLASS:
(See Item 4(a))
(c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(i) Sole power to vote or to direct the vote:
(See Item 4(a))
(ii) Shared power to vote or to direct the vote:
(See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of:
(See Item 4(a))
(iv) Shared power to dispose or to direct the disposition of:
(See Item 4(a))
Page 5 of 8 Pages
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ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is filed to report the fact that as of the
date hereof, the Reporting Persons have ceased to be the
beneficial owners of more than five percent of the class of
securities, check the following [ ].
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
(See Item 2(a))
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10 CERTIFICATION
Not applicable
Page 6 of 8 Pages
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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 12, 1999
/s/ Martin E. Zimmerman
---------------------------------------
Martin E. Zimmerman
/s/ Allen P. Palles
---------------------------------------
Allen P. Palles
Page 7 of 8 Pages
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EXHIBITS
Exhibit I Joint Filing Agreement among the Reporting Persons pursuant
to Rule 13d-1(k) under the Act (incorporated by reference to
Exhibit I of the original filing of this Schedule 13G).
Page 8 of 8 Pages
