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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)*
7th Level, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
817916 10 9
(Cusip Number)
(Date of Event Which Requires Filing of this Statement: December 31, 1998)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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* 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).
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CUSIP No. 778303 10 7 13G Page 2 of 7 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Fletcher Asset Management, Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
SHARES 1,666,667
BENEFICIALLY -------------------------------------------------------
OWNED BY (6) SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------------------------
PERSON WITH: (7) SOLE DISPOSITIVE POWER
1,666,667
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(8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,666,667
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.01%
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(12) TYPE OF REPORTING PERSON **
CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 778303 10 7 13G Page 3 of 7 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Alphonse Fletcher, Jr.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------
OWNED BY (6) SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------------------------
PERSON WITH: (7) SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,666,667
- --------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.01%
- --------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
- --------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(a). NAME OF ISSUER:
7th Level, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1201 Richardson Drive, Suite 277, Richardson, Texas 75080
ITEM 2(a). NAMES OF PERSONS FILING:
Fletcher Asset Management, Inc. ("FAM") and Alphonse Fletcher,
Jr.
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
22 East 67th Street, New York, New York 10021
ITEM 2(c). CITIZENSHIP:
FAM is a corporation organized under the laws of the State of
Delaware. Alphonse Fletcher, Jr. is a citizen of the United
States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01
ITEM 2(e). CUSIP NUMBER: 817916 10 9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), 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
(e) [x] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan or Endowment Fund; see Rule
13d-1(b)(1)(ii)(F)
(g) [x] Parent Holding Company or control person, in
accordance with Rule 13d-1(b)(1)(ii)(G)
(h) [ ] Savings Association as defined in Section 3(b) of
the Federal Deposit Insurance Act
(i) [ ] 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. [ ]
Page 4 of 7 Pages
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ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 1,666,667
(b) Percent of class:
7.01% (based on the 23,763,622 shares of Common Stock (the
"Common Stock") of 7th Level, Inc. (the "Company"), reported to be outstanding
as of December 31, 1998, by the Company.
(c) Number of shares as to which FAM has:
(i) sole power to vote or to direct the vote:
1,666,667
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
1,666,667
(iv) shared power to dispose or to direct the
disposition of:
0
All of the 1,666,667 shares of Common Stock of the Company
reported are held in a discretionary account managed by FAM (the "Discretionary
Account"), for Fletcher International Limited. FAM has sole power to vote and
sole power to dispose of all shares of Common Stock in the Discretionary
Account. By virtue of Mr. Fletcher's position as President of FAM, Mr. Fletcher
may be deemed to have the shared power to vote or direct the vote of, and the
shared power to dispose or direct the disposition of, such shares, and,
therefore, Mr. Fletcher may be deemed to be the beneficial owner of such Common
Stock.
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.
This Schedule l3G is filed by FAM, which is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940, as
amended, with respect to the 1,666,667 shares of Common Stock held at December
31, 1998 in the Discretionary Account managed by FAM. By reason of the
provisions of Rule l3d-3 under the Act, FAM and Mr. Fletcher may each be deemed
to own beneficially the shares of Common Stock owned by the Discretionary
Account. The Discretionary Account has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
Common Stock purchased for its account.
Page 5 of 7 Pages
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Page 6 of 7 Pages
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ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below Fletcher Asset Management, Inc. and Alphonse
Fletcher, Jr. certify that, to the best of their knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and 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.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct
February 16, 1999
Fletcher Asset Management, Inc.
/s/ ALPHONSE FLETCHER, JR.
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Alphonse Fletcher, Jr., President
/s/ ALPHONSE FLETCHER, JR.
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Alphonse Fletcher, Jr.
Page 7 of 7 Pages
