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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. 1)*
7th LEVEL INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
817916109
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(CUSIP Number)
Todd Mason, 100 Union Avenue, Cresskill, NJ 07626
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 2, 1998
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(Date of Event which Requires Filing of this Statement)
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 /X/.
Check the following box if a fee is being paid with the statement /x /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.)(See Rule 13d-7).
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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP No. 817916109 Schedule 13D Page 2 of 5 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
1. Alpine Associates, a Limited Partnership (ID. No. )
2. Alpine Partners, L.P. (ID. No. )
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(2) Check the Appropriate Box if a Member of A Group (a) /x/
of a Group* (b) / /
Alpine Associates, a Limited Partnership and Alpine Partners, L.P. are
affiliated by virtue of a common general Partner and may therefore be
deemed to be a group. Each disclaims beneficial interest in the other's
Shares.
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(3) SEC Use Only
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(4) Source of Funds*
C
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant / /
to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
1. New Jersey
2. New Jersey
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Number of Shares
Beneficially Owned
by Each Reporting
Person With
(7) Sole Voting Power
Alpine Associates L.P. 800,000
Alpine Partners, L.P. 88,000
(8) Shared Voting Power
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(9) Sole Dispositive Power
Alpine Associates L.P. 800,000
Alpine Partners, L.P. 88,000
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Alpine Associates L.P. 800,000
Alpine Associates L.P. 88,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
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(13) Percent of Class Represented by Amount in Row (11)
Alpine Associates, L.P. 3.95%
Alpine Partners, L.P. .435%
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(14) Type of Reporting Person*
BD
BD
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 3 of 5 Pages
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ITEM 1. SECURITY AND ISSUER
Common Stock
7th Level, Inc., 1110 East Collins Boulevard, Suite 122,
Richardson, Texas 75081
ITEM 2. IDENTITY AND BACKGROUND
Alpine Associates, a Limited Partnership, organized in New Jersey,
100 Union Avenue, Cresskill, New Jersey 07626, is a registered broker dealer
which trades for its own account. Alpine Associates, a Limited Partnership
is an affiliate of Alpine Partners, L.P. by virtue of a common general
partner.
(d) None
(e) None
Alpine Partners, L.P., organized in New Jersey, 100 Union Avenue,
Cresskill, New Jersey 07626, is a registered broker dealer which trades for
its own account. Alpine Partners, L.P. is an affiliate of Alpine Associates,
a Limited Partnership by virtue of a common general partner.
(d) None
(e) None
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Alpine Associates, a Limited Partnership - general working capital.
Alpine Partners, L.P. - general working capital.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition was made by Alpine Associates, a Limited Partnership and
Alpine Partners, L.P. for investment purposes.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Alpine Associates, a Limited Partnership, 800,000 shares of
common stock.
Alpine Partners, L.P., 88,000 shares of common stock.
(b) Alpine Associates, a Limited Partnership, as to 800,000 shares
of common stock has the sole power to vote and sole power to dispose.
Alpine Partners, L.P. as to 88,000 shares of Common Stock has the
sole power to vote and sole power to dispose.
(c) On May 6, 1998 Alpine Associates, a Limited Partnership
purchased for $3,000,000 a Note in the principal amount of $3,000,000 and
warrants to purchase 450,000 shares of common stock of 7th Level, Inc. at
$.01 per share. Its affiliate, Alpine Partners, L.P., had a 6.66% interest in
such acquisition. On June 15, 1998, the Warrant for 450,000 shares of Common
Stock was exercised. On July 13, 1998, the $3,000,000 Note was converted to
3,000 shares of Series B Preferred Stock ($3,000,000 liquidation value),
which was converted into 1,500,000 shares of Common Stock and a Warrant to
purchase 750,000 shares of Common Stock at $.01 per share. The 750,000
warrant was exercised on July 15, 1998.
On December 2, 1998 Alpine Associates, a Limited Partnership
received 27,205 shares of Common Stock and Alpine Partners, L.P. received
1,943 shares of Common Stock, respectively, in lieu of a dividend on the
Series B Convertible Preferred. From December 1, 1998 through December 16, 1998
Alpine Associates, a Limited Partnership sold the following number of shares on
the following dates at the following prices:
Dec. 1 200,000 shares $3.6781
2 160,000 3.6777
3 73,000 3.2954
4 377,000 3.9089
4 50,000 3.3125
4 40,000 3.4141
7 247,205 3.5409
7 104,000 3.3886
8 196,000 3.2705
10 150,000 3.2571
11 50,000 3.0046
16 100,000 3.0286
From December 1, 1998 through December 16, 1998 Alpine Partners,
L.P sold the following number of shares on the following dates at the
following prices:
Dec. 7 27,943 3.5409
7 11,000 3.3868
8 22,000 3.2705
10 16,500 3.2571
11 5,500 3.0046
16 11,000 3.0286
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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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.
/ s / Victoria Eckert
December 15, 1998 ----------------------------------------
Victoria Eckert, President, Eckert Corp.,
General Partner of Alpine Associates,
a Limited Partnership
and Alpine Partners, L.P.
