SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
United States Leather, Inc.
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(NAME OF ISSUER)
Common Stock, Par Value $0.01 Per Share
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(TITLE OF CLASS OF SECURITIES)
912 134 103
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(CUSIP NUMBER)
July 29, 1998-December 15, 1998
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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:
[X] Rule 13d-1(b)
[ ] 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 disclosure 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).
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pacholder Associates, Inc. 31-1251983
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Ohio
5. SOLE VOTING POWER
813,020 shares of common stock
6. SHARED VOTING POWER
- -
7. SOLE DISPOSITIVE POWER
813,020 shares of common stock
8 SHARED DISPOSITIVE POWER
- -
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
813,020 shares of common stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
12. TYPE OF REPORTING PERSON*
IA, CO
This Schedule 13-G is filed by Pacholder Associates, Inc. ("PAI").
Item 1: (a) Name of Issuer: United States Leather, Inc.
(b) Address of issuer's principal executive offices:
1403 West Bruce Street
Milwaukee, Wisconsin 53204
Item 2. (a) Name of person filing: Pacholder Associates, Inc.
(b) Address of principal business office:
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
(c) Citizenship: United States
(d) Title of class of securities: Common stock, $0.01 par value
(e) Cusip No.: 912 134 103
Item 3. Type of Person: Investment Advisor
Item 4. (a) Amount beneficially owned: 813,020 shares of common stock
(b) Percent of class: 8.1%
(c) (i) sole power to vote: 813,020 shares of common stock
(ii) shared power to vote:
(iii) sole power to dispose: 813,020 shares of common stock
(iv) shared power to dispose:
Item 5. Ownership of 5 percent or less of a class:
Item 6. Ownership of more than 5 percent on behalf of another person:
.
Item 7. Identification and classification of subsidiary: Not Applicable
Item 8. Identification and classification of members of the group:
Not Applicable
Item 9. Notice of dissolution of the group: Not Applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose of effect.
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.
Pacholder Associates, Inc.
January 15, 1999
Date
/s/ David A. Groshoff
Signature
Ass't. Vice President & Ass't. Gen. Counsel
Title
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.
Pacholder Associates, Inc.
January 15, 1999
Date
________________________________________
Signature
Ass't. Vice President & Ass't. Gen. Counsel
Title
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