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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Tower Tech, Inc.
Title of Class of Securities: Common Stock, par value $.001
CUSIP Number: 891864100
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Ronald Eubel, c/o Eubel Brady & Suttman Asset
Management, Inc., 7777 Washington Village Drive,
Dayton, Ohio 45459, (513) 291-1223
(Date of Event which Requires Filing of this Statement)
June 28, 1997
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 [ ].
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 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. 891864100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ronald L. Eubel
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
342,858
9. Sole Dispositive Power:
10. Shared Dispositive Power:
342,858
11. Aggregate Amount Beneficially Owned by Each Reporting Person
342,858
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
9.22%
14. Type of Reporting Person
IN
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CUSIP No. 891864100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mark E. Brady
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
342,858
9. Sole Dispositive Power:
10. Shared Dispositive Power:
342,858
11. Aggregate Amount Beneficially Owned by Each Reporting Person
342,858
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
9.22%
14. Type of Reporting Person
IN
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CUSIP No. 891864100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert J. Suttman
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC, PF
5. Check if Disclosure of Legal Proceedings is required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
2,857
8. Shared Voting Power:
342,858
9. Sole Dispositive Power:
2,857
10. Shared Dispositive Power:
342,858
11. Aggregate Amount Beneficially Owned by Each Reporting Person
345,715
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
9.29%
14. Type of Reporting Person
IN
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Item 1. SECURITY AND ISSUER
This statement relates to shares of common stock, par
value $.001 (the "Common Stock"), of Tower Tech, Inc.
(the "Company"). The Company's principal executive
office is located at Rural Rte. 3, P.O. Box 1838,
Chickasha, Oklahoma 73023.
The Reporting Persons' deemed beneficial ownership of
Common Stock exists by virtue of ownership of Debentures
of the Issuer that are convertible, at the option of the
holder, into shares of Common Stock. The Debentures
bear interest at 10% per annum and mature on June 30,
2000.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Ronald L.
Eubel, Mark E. Brady and Robert J. Suttman (each a
"Reporting Person"). The principal business of each of
the Reporting Persons is to act as investment adviser.
Messrs. Eubel, Brady and Suttman are the general
partners of EBS Partners, L.P., an investment
partnership (the "Partnership") and the principals of
Eubel Brady & Suttman Asset Management, Inc., a
registered investment adviser ("EBS"). The principal
office of each Reporting Person is at 777 Washington
Village Drive, Dayton, Ohio 45459.
None of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
None of the Reporting Persons has, during the last five
years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
Messrs. Eubel, Brady and Suttman are citizens of the
United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof, each of Messrs. Eubel, Brady,
and Suttman is deemed to beneficially own 342,858
Debentures which are convertible into 342,858 shares of
Common Stock. All such 342,858 Debentures are held by
the Partnership or managed accounts over which the
Reporting Persons have investment discretion. In
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addition, Mr. Suttman personally holds 2,857 Debentures.
The Debentures held by the Partnership and the managed
accounts were purchased in a private placement at an
aggregate price of $3,000,000. The Debentures purchased
by Mr. Suttman were purchased in a private placement for
$25,000. The funds for the purchase of the Debentures
held in the Partnership came from capital contributions
to the Partnership by its general and limited partners.
The funds for the purchase of Debentures held in the
managed accounts came from each such account's own
funds. The funds for the purchase of Debentures
personally held by Mr. Suttman came from Mr. Suttman's
personal funds. No funds were borrowed to finance any
of the purchases.
Item 4. PURPOSE OF TRANSACTIONS.
The Debentures and Common Stock deemed to be
beneficially owned by the Reporting Person were acquired
for, and are being held for, investment purposes.
The Reporting Person has no plan or proposal which
relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule
13D.
Item 5. INTEREST IN SECURITIES OF ISSUER.
Based on the Company's Form 10-Q filed on July 30, 1997,
as of July 10, 1997 there were 3,375,488 shares of
Common Stock outstanding. As noted above, Messrs. Eubel
and Brady each are deemed to beneficially own 342,858
Debentures which are convertible into 342,858 shares of
Common Stock. Assuming conversion of the Debentures,
each of Messrs. Eubel and Brady is therefore deemed to
beneficially own 9.22% of the outstanding shares of
Common Stock. Mr. Suttman is deemed to beneficially own
345,715 Debentures which are convertible into 345,715
shares of Common Stock. Assuming conversion of the
Debentures, Mr. Suttman is therefore deemed to
beneficially own 9.29% of the outstanding shares of
Common Stock. As to any Common Stock obtained by the
Reporting Persons through open-market purchases,
conversion of the Debentures Shares or otherwise, the
Reporting Persons would have the shared power to dispose
of, direct the disposition of or vote the Common Stock
(other than the Debentures personally owned by Mr.
Suttman, as to which, if such Debentures are converted
into Common Stock, Mr. Suttman would have the sole power
to dispose of, direct the disposition of or vote such
Common Stock.)
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None of the Reporting Persons has any contract,
arrangement, understanding or relationship with any
person with respect to the Debentures or the Common
Stock.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached hereto as Exhibit A is a description of the
transactions in the Debentures that were effected by the
Reporting Person during the 60 days prior to June 28,
1997 through the date of this filing.
Signature
The undersigned, after reasonable inquiry and to
the best of its knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
August 7, 1997
/s/ Ronald L. Eubel
_________________________
Ronald L. Eubel
/s/ Mark E. Brady
__________________________
Mark E. Brady
/s/ Robert J. Suttman
__________________________
Robert J. Suttman
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AGREEMENT
The undersigned agree that this Schedule 13D dated
August 7, 1997 relating to the Common Stock of Tower Tech,
Inc. shall be filed on behalf of the undersigned.
/s/ Ronald L. Eubel
_________________________________
Ronald L. Eubel
/s/ Mark E. Brady
_________________________________
Mark E. Brady
/s/ Robert J. Suttman
_________________________________
Robert J. Suttman
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Date Debentures Price Per Debenture
Purchased (Not Including Commission)
____ _______________ ______________________
6/28/97 266,629 $8.75
7/30/97 79,086 8.75
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00843001.AA9
