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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 1 3 G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
LEARMONTH & BURCHETT MANAGEMENT SYSTEMS PLC
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(Name of Issuer)
American Depositary (pound).10 par value
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(Title of Class of Securities)
G54152106
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(CUSIP Number)
*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. G54152106
1 NAME OF REPORTING PERSON
S.S OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
S SQUARED TECHNOLOGY CORP. 13-3594126
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,005,154 ADSs
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,005,154 ADSs
PERSON WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,005,154 ADSs
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
12 TYPE OF REPORTING PERSON*
IA
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ITEM 1. ISSUER.
(a) The name of the issuer is Learmonth & Burchett Management
plc, an English public limited company (the "Issuer").
(b) The address of Issuer's principal executive offices is
1800 West Loop South, Sixth Floor, Houston, Texas 77027.
ITEM 2. REPORTING PERSON.
(a) (b) (c) This report is being filed by S Squared Technology
Corp., a Delaware corporation (the "Reporting Person"), which has its principal
business office at 515 Madison Avenue, New York, New York 10022.
(d) (e) The report covers the Issuer's American Depositary
Shares, (pound).10 par value (the "ADS"). The CUSIP number of the ADS is
G54152106.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR
13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "ACT"), 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, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)
(H)
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Item 4. Ownership.
(a) (b) As of December 31, 1996, the Reporting Person may be
deemed the indirect beneficial owner of 2,005,154 (the "Shares") of the Issuer's
ADS.
The Shares were directly owned by limited partnerships for
which the Reporting Person is the sole general partner and by advisory accounts
of the Reporting Person for which it has dispositive power.
As of December 31, 1996, the Issuer had outstanding 25,554,720
shares of ADS. Accordingly, the Shares represented approximately 7.8% of the
outstanding shares of ADS.
(c) Number of Shares as to which the Reporting Person has:
(i) sole power to vote or to direct the vote -
2,005,154 Shares;
(ii) shared power to vote or to direct the vote -
-0-;
(iii) sole power to dispose or to direct the
disposition of 2,005,154 Shares; and
(iv) shared power to dispose or to direct the
disposition of -0- Shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the Reporting Person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following |_| .
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
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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.
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 purposes or 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.
Date: February 6, 1997 S SQUARED TECHNOLOGY CORP.
By: /s/Seymour Goldblatt
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Signature
Seymour Goldblatt, President
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Name/Title
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