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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SEILER POLLUTION CONTROL SYSTEMS, INC.
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(Name of Issuer)
Common Stock, $.0001 par value
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(Title of Class of Securities)
8160291102
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(CUSIP Number)
February 14, 1999
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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) [ x ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares 5. Sole Voting Power
Beneficially 256,868 (see Note A)
Owned by Each 6. Shared Voting Power
Reporting Person N/A
With 7. Sole Dispositive Power
256,868 (see Note A)
8. Shared Dispositive Power
N/A
9. Aggregate Amount Beneficially Owned by Each Reporting Person
256,868 (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
5.5% (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 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
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:
256,868 (see Note A)
(b) Percent of class:
5.5% (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:
256,868 (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:
256,868 (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
See Note B.
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.
February 19, 1999
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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 represents ownership of shares of the Common Stock of the Issuer
as follows:
Reporting Person 256,868 shares 5.5%
In addition, the Reporting Person holds $2,447,538 principal amount of the
Issuer's Convertible Debentures due January 28, 2001. Under their terms, the
Debentures are generally convertible into shares of Common Stock of the Issuer,
where conversions are effected at a conversion rate equal to 70% 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 3.2(j) of each of the
Debentures which restricts its right to convert if, the aggregate conversions
would exceed 4.99% of the outstanding shares of Common Stock of the Issuer. Were
such restriction not included in the Debentures, based on current market prices
of such Common Stock at about $.0875 per share, the Reporting Person would be
able to convert the Convertible Debentures into 3,995,980 shares of Common
Stock.
If all of the Debentures were convertible and converted, the Reporting Person's
total shares would then be 4,252,848 and its percentage ownership interest would
then be 49.2%. 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.
Reporting Person disclaims any beneficial interest in or voting rights in the
shares of Common Stock of the Issuer held by 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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NOTE B
The previously filed Schedule 13G was filed on behalf of Reporting
Person and Dominion Capital Fund, Limited ("Dominion"), a Bahamas corporation.
In such filing the parties specifically stated that "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."
To the extent any such Group existed, the Reporting Person and Dominion
hereby give notice of dissolution of such Group as of a date no later than
February 14, 1999.
Commencing with the filing of this Amendment by Reporting Person, all
further filings with respect to transactions in the security of Issuer referred
to in such previously filed Schedule 13G will be filed, if required, by each of
Reporting Person and Dominion in their individual capacities.
Dated: February 19, 1999
SOVEREIGN PARTNERS L.P.
By: Southridge Capital Management, Inc., GP
By: /s/ Stephen Hicks
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Title: President
DOMINION CAPITAL FUND, LIMITED
By: /s/ Nina Ray Carl O'Connell
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INTER CARIBBEAN SERVICES (BAHAMAS) LTD
DIRECTOR
