SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HIGH CASH PARTNERS, L.P.
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
42990810
(CUSIP Number)
Lawrence J. Cohen Edward W. Kerson, Esq.
c/o Pembroke Capital II, LLC Proskauer Rose LLP
1325 Avenue of the Americas 1585 Broadway
New York, New York 10019 New York, New York 10036
(212) 399-9193 (212) 969-3290
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 9, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 disclosures provided in
a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No. 42990810
1 NAME OF REPORTING PERSONS
Pembroke Capital II, LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
13-3951432
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) []
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,221
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,221
PERSON WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,221
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
14 TYPE OF REPORTING PERSON*
00 - Limited Liability Company
SCHEDULE 13D
CUSIP No. 42990810
1 NAME OF REPORTING PERSONS
Lawrence J. Cohen
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) []
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,221
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,221
PERSON WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,221
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Schedule 13D
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended to add the following:
Lawrence J. Cohen, the sole member of Pembroke Capital
II, LLC ("PC"), contributed an aggregate of $58,998 in cash, from
personal funds, to PC at various times from September 1997 to
April 1998 to purchase an aggregate of 1,788 Units.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended to add the following:
On September 3, 1997, October 22, 1997, January 12,
1998, March 9, 1998 and April 9, 1998, PC acquired 72, 68, 348,
1,152 and 148 Units, respectively, in open market transactions
for $21.50, $21.47, $33.82, $34.03 and $33.82 per Unit,
respectively. As a consequence, PC and Mr. Cohen beneficially
own Units as follows:
A. PC
(a) Aggregate number of Units beneficially
owned: 10,221
Percentage: 10.6%
(b) 1. Sole power to vote or to direct vote: 10,221
2. Shared power to vote or to direct vote:
None
3. Sole power to dispose or to direct the
disposition: 10,221
4. Shared power to dispose or to direct the
disposition: None
(c) Except as set forth above, there were no
transactions by PC during the past 60 days.
(d) PC has the right to receive and the power to
direct the receipt of distribution from, or
proceeds from the sale of, the 10,221 Units.
(e) Not applicable.
B. Mr. Cohen
(a) Aggregate number of Units
beneficially owned: 10,221
Percentage: 10.6%
(b) 1. Sole power to vote or to direct vote: 10,221
2. Shared power to vote or to direct vote:
None
3. Sole power to dispose or to direct the
disposition: 10,221
4. Shared power to dispose or to direct the
disposition: None
(c) Except as set forth above, there were no
transactions by Mr. Cohen during the past 60 days.
(d) Mr. Cohen may be deemed to have the right to
receive or the power to direct the receipt
of distribution from, or proceeds from
the sale of, the 10,221 Units
(e) Not applicable.
<PAGE>
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: April 24, 1998
PEMBROKE CAPITAL II, LLC
By: /s/Lawrence J. Cohen
Name: Lawrence J. Cohen
Title: Managing Member
/s/Lawrence J. Cohen
Name: Lawrence J. Cohen
