UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
U.S. Realty Partners Limited Partnership
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(Name of Issuer)
Depositary Unit Certificates
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(Title of Class of Securities)
912 440 104
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(CUSIP Number)
January 20, 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)
*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).
(Continued on following pages(s))
<PAGE>
SCHEDULE 13G
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1) Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only)
Sutter Opportunity Fund, LLC
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2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
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3) SEC Use Only
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4) Citizenship or Place of Organization
California
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Number of Shares (5) Sole Voting Power
Beneficially Owned
by Each Reporting 67,047 Depositary Unit Certificates
Person with
(6) Shared Voting Power
67,047 Depositary Unit Certificates
(7) Sole Dispositive Power
67,047 Depositary Unit Certificates
(8) Shared Dispositive Power
67,047 Depositary Unit Certificates
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person
67,047 Depositary Unit Certificates
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10) Check if the Aggregate Amount [ ]
in Row 9 Excludes Certain
Shares (See Instructions)
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11) Percent of Class Represented
by Amount in Row 9 5.49%
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12) Type of Reporting Person OO
(See Instructions)
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<PAGE>
Item 1.
- ------
(a) The name of issuer as to whose securities this statement relates is
U. S. Realty Partners Limited Partnership (the "Issuer").
(b) The address of the Issuer's principal place of business is 55 Beattie
Place, Greenville, South Carolina 29602.
Item 2.
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(a-c) Sutter Opportunity Fund, LLC (the "Reporting Person"), is a
California limited liability company. Sutter Opportunity Fund, LLC is managed by
its managing member, Sutter Capital Management, LLC, a California limited
liability company, which is in turn managed by its managing member, Robert E.
Dixon, a California resident and Canadian citizen. The principal business
address of each of the entities and Mr. Dixon is 595 Market Street, Suite 2100,
San Francisco, California 94105. The Reporting Person has acquired the subject
securities in the ordinary course of its business of securities investment and
not with the purpose or effect of changing or influencing control of the issuer
or in connection with or as a participatant in any transaction having that
purpose or effect.
(d-3) The subject securities are the Issuee's Depositary Unit Certificate
("DUC"s), CUSIP # 912 440 104.
<PAGE>
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:
(a-i) Not applicable.
Item 4. Ownership.
- ------ ---------
(a-c) The Reporting Person will have voting and disposition power, whether
deemed sole or shared, over a total of 67,047 Depositary Unit Certificates.
Item 5. Ownership of Five Percent or Less of a Class.
- ------ --------------------------------------------
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
- ------ ---------------------------------------------------------------
The subject shares are all owned by the Reporting Person on behalf of
its equity owners. No person's interest in the Reporting Person represents
ownership of in excess of 5% of the class outstanding. None of the Reporting
Person's equity owners has any direct ownership or control of the subject
securities.
Item 7. Identification and Classification of the Subsidiary Which
- ------ ---------------------------------------------------------
Acquired the Security Being Reported on By the Parent Holding
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Company.
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Not applicable.
Item 8. Identification and Classification of Members of the Group.
- ------ ---------------------------------------------------------
Not applicable.
Item 9. Notice of Dissolution of Group.
- ------ ------------------------------
Not applicable.
<PAGE>
Item 10. Certification.
- ------- -------------
By signing below, the undersigned certify that, to the best of its
knowledge and belief, the securities referred to above were not acquired and
are not 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.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, we certify that the information set forth in this
statement is true, complete and correct.
Date: January 21, 1999 Sutter Opportunity Fund, LLC
By: Sutter Capital Management, LLC
Manager
By: /s/ Robert E. Dixon
Manager
