LINC CAPITAL INC
8-K, 2000-04-11
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549



                                FORM 8-K


         [X] CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934




         Date of Report (Date of earliest event reported) March 31, 2000



                            LINC CAPITAL, INC.
             (Exact name of registrant as specified in its charter)



                        Commission File Number: 000-23309



                 Delaware                       06-0850149
     (State or other jurisdiction of         (I.R.S. Employer
      incorporation or organization)         Identification No.)


                     303 East Wacker Drive, Suite 1000,
                         Chicago, Illinois 60601
             (Address of principal executive offices)(Zip Code)



                               (312) 946-1000
             (Registrant's telephone number, including area code)







<PAGE>

Item 5.   Other Events.

          On March 31,  2000,  the Company  issued a press  release  indicating,
          among  other  things,  that it  expects to report a loss in the fourth
          quarter of 1999 resulting from  additional  provisions to its bad debt
          reserve  and the planned  write-off  of a  substantial  portion of its
          goodwill.  Consequently, the Company will be in violation of covenants
          in its revolving  credit  agreement  relating to minimum  tangible net
          worth,  minimum  earnings,   leverage  and  interest  coverage.  These
          violations  cause   cross-defaults  in  other  borrowing   agreements,
          principally the Company's conduit and term securitization  facilities.
          As a result of the  violations,  the lenders in the  revolving  credit
          agreement  have  informed  the  Company  that  they  will not  advance
          additional  funds,  pending their review of the situation.  Therefore,
          the Company has suspended the funding of new lease  transactions.  The
          full text of the press release is an Exhibit to this filing.


Item 7    Financial Statements and Exhibits.

          (c) Exhibits. The following exhibits are being filed with this report:

              99.2  Press Release dated March 31, 2000





                               SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                           LINC CAPITAL, INC.
Dated: April 11, 2000

                                              By: /s/ Allen P. Palles
                                                  -------------------
                                                  Allen P. Palles
                                                  Executive Vice President
                                                  and Chief Financial Officer
                                                  (Principal  Financial Officer)




<PAGE>


                           Exhibit Index


     The following exhibits are filed as part of this report:


Exhibit No.                Item

99.2     Press Release dated March 31, 2000






<PAGE>




                                  Exhibit 99.2



AT THE COMPANY:
FINANCIAL RELATIONS BOARD:

Allen P. Palles    Eileen O'Brien           Marilyn Windsor    Alicia De Costa
Executive VP & CFO SVP, Investor Relations  General Inquiries  Analyst Inquiries
312-946-1000       312-946-1000 x7478       312-640-6692       312-640-6780

FOR IMMEDIATE RELEASE
FRIDAY, MARCH 31, 2000

                   LINC CAPITAL DOWNSIZES LEASING ACTIVITIES;
                             EXPECTS LOSS FOR 1999;
                      BOARD ANNOUNCES CHANGES IN MANAGEMENT

CHICAGO,  March 31, 2000-LINC Capital, Inc. (Nasdaq:  LNCC), a specialty finance
company, announced today that it has been unsuccessful in selling the company as
a complete unit and has commenced the downsizing of selected leasing activities.
The company  expects to report a loss for the fourth  quarter of 1999  resulting
from  additional  provisions  to its bad debt  reserve and  planned  writeoff of
goodwill,  which will cause the company to be in  violation of its bank loan and
securitization covenants as of year end.

The company's  chairman and chief executive  officer,  Martin E. Zimmerman,  has
resigned as chief executive officer, but will continue as non-executive chairman
of the board of directors. Bert Laing, president and chief operating officer and
Allen P. Palles,  executive vice  president and chief  financial  officer,  will
continue  to be  responsible  for  the  day-to-day  operations  of the  company,
reporting to directors  Terrence J. Quinn and Stanley Green,  who are members of
the newly formed office of the chairman.

As previously reported,  LINC's board hired U.S. Bancorp Piper Jaffray in August
1999 to investigate  opportunities to optimize  shareholder value.  However,  it
became  apparent  late in the first  quarter  that the sale of the  company as a
complete  unit  could not be  accomplished  on  acceptable  terms.  The  company
continues  to work  with U.S.  Bancorp  Piper  Jaffray  to  explore  the sale of
individual business units and elements of its lease portfolio.

LINC Capital has exited the portfolio  finance  business,  which was scaled back
dramatically  in 1999. In March,  the company also shut down the vendor  leasing
unit formerly known as LINC Connor Capital.  Currently, it is in negotiations to
sell or finance other  components  of its business in select growth  leasing and
vendor  finance,  and intends to use the sale proceeds to reduce bank debt. LINC
is in discussions  with its bank groups to maintain its liquidity  facility on a
reduced basis.

LINC's board of directors has made the strategic  decision to  de-emphasize  its
traditional  leasing activities and substantially  reduce overhead and debt. The
company's   focus  on  a   going-forward   basis  will  be  on  its   profitable
distribution/rental  businesses,  LINC Quantum, and Internet Finance + Equipment
(IF+E).   These  businesses,   which  include  LINC's   e-commerce   activities,
eLINConline.com,  lincquantum.com  and  internetfinance.com,  are  less  capital
intensive than LINC's traditional leasing activities and comprise  approximately
half of the company's estimated 1999 revenue.

Today the company filed form 12b-25 with the Securities and Exchange  Commission
to  extend  by 15 days the  filing of its  December  31,  1999 form 10K while it
completes  its analysis of loss  reserves and  goodwill  writedowns  tied to the
downsizing of its traditional leasing activities.

Certain  statements in this news release constitute  forward-looking  statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual  results,  performance of or achievement
of LINC  Capital,  Inc.  to be  materially  different  from any future  results,
performance  or  achievement   expressed  or  implied  in  such  forward-looking
statements.


              Visit the LINC Capital website at www.linccapital.com
     For further information regarding LINC Capital free of charge via fax,
                      Dial 1-800-PRO-INFO and enter LNCC



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