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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
SEILER POLLUTION CONTROL SYSTEMS, INC.
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(Name of Issuer)
Common Stock, $.0006 par value
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(Title of Class of Securities)
8160291102
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(CUSIP Number)
March 18, 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. 8160291102 13G
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) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power
Beneficially 600,454 (see Note A)
Owned by Each 6. Shared Voting Power
Reporting Person N/A
With 7. Sole Dispositive Power
600,454 (see Note A)
8. Shared Dispositive Power
N/A
9. Aggregate Amount Beneficially Owned by Each Reporting Person
600,454 (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
17.0% (see Note A)
12. Type of Reporting Person
PN
ITEM 1 (a) NAME OF ISSUER
SEILER POLLUTION CONTROL SYSTEMS, INC.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
555 Metro Place North, Suite 100, 4th Fl.
Dublin, OH 43017
ITEM 2 (a) NAME OF PERSON FILING
Sovereign Partners, L.P.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
c/o Citco Fund Services
Bahamas Financial Centre
3rd Floor, Charlotte & Sherley Street
P.O. Box CB-13136
Nassau, Bahamas
(c) CITIZENSHIP
Delaware
(d) TITLE OF CLASS OF SECURITIES
Common Stock, $.0006 par value
(e) CUSIP NUMBER
8160291102
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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:
600,454 (see Note A)
(b) Percent of class:
17.0% (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:
600,454 (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:
600,454 (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
See Note 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.
October 7, 1998
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(Date)
SOVEREIGN PARTNERS L.P.
By: Southridge Capital Management, Inc., GP
By: /s/ Stephen Hicks
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(Signature)
Stephen Hicks, President
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(Name/Title)
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NOTE A
This Form 13G is filed on behalf of the Reporting Person and Dominion Capital
Fund, Limited ("Dominion"), a Bahamas corporation, with an address of principal
office at c/o Citco Fund Services, Bahamas Financial Centre, 3rd Floor,
Charlotte & Sherley Street, P.O. Box CB-13136, Nassau, Bahamas. Each of the
Reporting Person and Dominion disclaims any intent to act in concert with the
other; they may be treated as a Group solely for definitional purposes of this
Form 13G and accordingly are making this joint filing.
This Form 13G represents ownership of shares of the Common Stock of the Issuer
as follows:
Reporting Person 198,019 shares 5.6%
Dominion 402,435 shares 11.4%
In addition, the Reporting Person holds $850,000 and Dominion holds $1,595,000
of the Issuer's Convertible Debentures. Under the terms of the Debentures, they
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 Debentures, or (y) 65% 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 Debentures, however, are not currently
fully convertible into shares of Common Stock of the Issuer by the Reporting
Person, because of a provision in Section 2(j) of each of the Debentures which
restricts its right to convert if, the aggregate conversions would exceed 4.9%
of the outstanding shares of Common Stock of the Issuer. Were such restriction
not included in the Debentures, the Reporting Person would, based on current
market prices of such Common Stock at about $2.0875 per share, be able to
convert the Convertible Debentures into 1,801,934 shares of Common Stock.
If all of the Debentures were convertible and converted, the Reporting Person's
and Dominion's total shares would then be 2,402,388 and their percentage
ownership interest would then be 45.1% (Reporting Person - 15.5%; Dominion
- -29.6%). 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.
Each of the Reporting Person and Dominion disclaims any beneficial interest in
or voting rights in the shares of Common Stock of the Issuer held by the other
or any other holder of shares of the Issuer.
The share amounts and prices in this report take into account the 1:6 reverse
stock split effected by issuer on or about October 1, 1998.
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Each of the undersigned consents to the filing of the preceding Form
13-G relating to shares of Common Stock of Seiler Pollution Control Systems,
Inc. on its behalf.
Dated: October 7, 1998
SOVEREIGN PARTNERS L.P.
By: Southridge Capital Management, Inc., GP
By: /s/ Stephen Hicks
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Title: PRESIDENT OF GENERAL PARTNER.
DOMINION CAPITAL FUND, LIMITED
By: /s/ Nina Ray
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By: /s/ Carl O'Connell
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