UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.1)*
SB Partners
- -----------------------------------------------------------------------------
(Name of Issuer)
Units of Limited Partnership Interest
- -----------------------------------------------------------------------------
(Title of Class of Securities)
N/A
- -----------------------------------------------------------------------------
(CUSIP Number)
L. Roth, 666 5TH Avenue, 26TH Floor, New York, NY 10103 (212)408-2900
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 2, 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 [ ].
Check the following box if a fee is being paid with statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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).
SEC 1746 (12-91)
<PAGE>2
SCHEDULE 13D
CUSIP No. N/A Page 2 of 3 Pages
1. NAME OF REPORTING PERSON - SRE Clearing Services Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2 (e) [ ]
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 465.5 Units of limited Partnership Interest
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY N/A
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 465.5 Units of limited Partnership Interest
WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
N/A
- -----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465.5 Units of Limited Partnership Interest
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>3
This is amendment No. 1 to Schedule 13D amends the Schedule 13D initally filed
on July 14, 1997 (collectively, with amendments thereto, the "Schedule 13D").
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended and restated in its entirety as follows:
The funds used for the purchase of the Units of Limited Partnership Interest
are from unencumbered working capital of the Corporation. No part of the
funds represents borrowings from a bank. Approximately $250,000 has been
expended.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
As of February 2, 1998, the Corporation owns 465.5 units of limited
partnership interest, a total of six percent (6.0%) of the total units
outstanding of 7,753.5 units. No units are held personally by any of the
directors or officers of the Corporation. To the extent limited partners
have any voting powers, those powers are at the sole discretion of the
Corporation, as is the power to dispose or direct the disposition of the
units beneficially owned.
During the last sixty days, the Corporation has purchased a total of twelve
units from former unitholders.
No other person has rights to receive or direct dividends or distributions
relating to, or the proceeds from the sale of, the units owned by the
Corporation.
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.
April 14, 1998 /s/ John H. Streicker
- ----------------------------- -------------------------------
Date Signature
John H. Streicker, President
--------------------------------
Name/Title
