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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. 2 )*
LEARMONTH & BURCHETT MANAGEMENT SYSTEMS PLC
(Name of Issuer)
American Depositary Receipts no par value
(Title of Class of Securities)
522000108
(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. 522000108
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 1,172,327 ADRs
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,172,327 ADRs
PERSON WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,172,327 ADRs
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
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 Receipts, no
par value (the "ADRs"). (Each ADR is represented by two ordinary shares which
have a par value of 10 pence) The CUSIP number of the ADRs is 522000108.
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, 1997, the Reporting Person may be deemed the
indirect beneficial owner of 1,172,327 (the "Shares") of the Issuer's ADRs.
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, 1997, the Issuer had outstanding 27,987,000 shares
of ADRs. Accordingly, the Shares represented approximately 4.1% of the
outstanding shares of ADRs.
(c) Number of Shares as to which the Reporting Person has:
(i) sole power to vote or to direct the vote - 1,172,327
Shares;
(ii) shared power to vote or to direct the vote - -0-;
(iii) sole power to dispose or to direct the disposition of
1,172,327 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 [X].
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 12, 1998 S SQUARED TECHNOLOGY CORP.
By: /s/ Seymour L. Goldblatt
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Signature
Seymour L. Goldblatt, President
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Name/Title
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