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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
VOXCOM HOLDINGS, INC.
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(Name of Issuer)
Common Stock, $.0001 par value
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(Title of Class of Securities)
928957109
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(CUSIP Number)
June 11, 1998
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(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)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP No. 928957109 13G
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1. Name of Reporting Person
Sovereign Partners, L.P.
I.R.S. Identification No. of Above Person (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
Delaware
Number of Shares 5. Sole Voting Power
Beneficially 1,480,821 (see Note A)
Owned by Each 6. Shared Voting Power
Reporting Person N/A
With 7. Sole Dispositive Power
1,480,821 (see Note A)
8. Shared Dispositive Power
N/A
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,480,821 (see Note A)
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares [ ]
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11. Percent of Class Represented by Amount in Row 9
19.1% (see Note A)
12. Type of Reporting Person
PN
ITEM 1 (a) NAME OF ISSUER
VOXCOM HOLDINGS, INC.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
8115 Preston Road, Eighth Floor - East
Dallas, TX 75225
ITEM 2 (a) NAME OF PERSON FILING
Sovereign Partners, L.P.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
c/o Southridge Capital Management, Inc.
90 Grove Street
Suite #01
Ridgefield, CT 06877
(c) CITIZENSHIP
Delaware
(d) TITLE OF CLASS OF SECURITIES
Common Stock, $.0001 par value
(e) CUSIP NUMBER
928957109
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ITEM 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box
[x]
ITEM 4 OWNERSHIP
(a) Amount beneficially owned:
1,480,821 (see Note A)
(b) Percent of class:
19.1% (see Note A)
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1,480,821 (see Note A)
(ii) Shared power to vote or to direct the vote:
N/A
(iii) Sole power to dispose or to direct the disposition of:
1,480,821 (see Note A)
(iv) Shared power to dispose or to direct the disposition of:
N/A
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner 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
N/A
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
N/A
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
are not being held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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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.
December 31, 1998
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(Date)
SOVEREIGN PARTNERS L.P.
By: Southridge Capital Management, Inc., GP
By: /S/ Stephen Hicks, President
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(Signature)
Stephen Hicks, President
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(Name/Title)
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NOTE A
This Form 13G represents ownership by Reporting Person of 92,663 shares (1.5%)
of the Common Stock (including shares issued and shares to be issued in
connection with a recent conversion of Series B Convertible Preferred Stock
("Series B Stock")) of the Issuer.
In addition, Reporting Person holds Series B Stock having a liquidation
preference of $1,055,000. Under the terms of the Certificate of Designations for
the Series B Stock, shares of Series B Stock are generally convertible into
shares of Common Stock of the Issuer, where conversions are effected at a
conversion rate equal to (x) 120% of the average closing bid of a share of
Common Stock of the Issuer during the 5 trading days prior to the purchase of
the Series B Stock, or (y) 80% of the average of the closing bid price of a
share of Common Stock of the Issuer during the 5 trading days prior to the
conversion.. Such shares Series B Stock, however, are not currently fully
convertible into shares of Common Stock of the Issuer by the holders, because of
Section 2(i) of the Securities Purchase Agreement between Reporting Person and
the Company restricts the rights of Reporting Person to convert if, as a result
of such conversion (but without giving effect to shares issuable upon
conversions not yet submitted), the holder and its affiliates would have actual
ownership of more than 9.99% of the outstanding shares of Common Stock of the
Issuer. Were such restriction not applicable, Reporting Person would, based on
current market prices of such Common Stock at about $0.95 per share, be able to
convert its Series B Stock into 1,388,158 shares of Common Stock.
If all of the Series B Stock were currently convertible and converted, the
Reporting Person's total shares of Common Stock (including shares issued and
shares to be issued in connection with a recent conversion of Series B Stock)
would be 1,480,821 shares (19.1%).
The exact number of shares which would be issuable to the Reporting Person upon
such conversions can not be specified at this time, because the actual
conversion rate at the time of any given conversion may be higher or lower.
The Reporting Person disclaims any beneficial interest in or voting rights in
the shares of Common Stock of the Issuer held by or issuable upon the exercise
of any conversion or other rights held by any other holder of shares or such
rights of the Issuer.
Notwithstanding anything to the contrary contained herein, Reporting Person
specifically disclaims any intent to acquire any shares of Common Stock to the
extent the sum of (1) the number of shares of Common Stock beneficially owned by
Reporting Person and its affiliates (other than shares of Common Stock which may
be deemed beneficially owned through the ownership of the unconverted portion of
the Series B Stock), and (2) the number of shares of Common Stock issuable upon
the conversion of the Series B Stock with respect to which the determination of
this proviso is being made, would result in beneficial ownership by Reporting
Person and its affiliates of more than 9.99% of the outstanding shares of Common
Stick (after taking into account the shares to be issued to Reporting Person
upon such conversion), or would otherwise subject Reporting Person to any of the
provisions of ss.16(b) of the Securities Exchange Act of 1934.
