Page 4 of
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
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, 1999
_________________
(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>
CUSIP No. 501942 10 6 SCHEDULE 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
Allen P. Palles
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): [ ]
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF 5 SOLE VOTING POWER
31,732
SHARES (See Item 4)
---------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None (See Item 4)
---------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
323,584
REPORTING (See Item 4)
---------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH (See Item 4)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(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)
6.15%
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12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS
<PAGE>
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 by Allen P. Palles pursuant to Rule 13d-(1)
promulgated by the Securities and Exchange Commission under Section 13
of the Securities Exchange Act (the "Act"). Mr. Palles is sometimes
referred to herein as the "Reporting Person." Mr. Palles originally
reported his ownership on a joint statement with Mr. Martin E.
Zimmerman. Mr. Palles and Mr. Zimmerman have now determined to file
separate statements and disclaim that they have agreed to act as a
group for purposes of Section 13(d)(3) of the Act.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address of the Reporting Person is 303 East
Wacker Drive, Suite 1000, Chicago, Illinois 60601.
ITEM 2(c) CITIZENSHIP:
The citizenship of the Reporting Person 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.
ITEM 4 OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
As of December 31, 1999, Mr. Palles was the beneficial owner of
323,584 shares of Common Stock (or 6.15%, assuming 5,265,050 shares
outstanding), 291,852 of which were subject to a proxy held by Mr.
Zimmerman. Thus, Mr. Palles had the sole power to vote or direct the
vote of 31,732 shares of Common Stock, the sole power to dispose or to
direct the disposition of 323,584 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. On
February 1, 2000, Mr. Palles acquired warrants to purchase an
additional 11,600 shares of Common Stock in connection with his
purchase of preferred stock in a private placement from the Company.
Under the terms of the warrants, they become exercisable for
additional shares at the end of each month from February through
September 2000 at the rate of 2,900 per month if the Company has not
been sold. The warrant shares are not included in the foregoing
figures.
(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))
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))
<PAGE>
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10 CERTIFICATION
Not applicable
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: March 29, 2000
---------------------------------------
BY: /s/ Allen P. Palles
