UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Alternate Postal Delivery, Inc.
______________________________________________________________________________
(Name of Issuer)
Common Stock, no par value
______________________________________________________________________________
(Title of Class of Securities)
02145P-10-6
______________________________________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with the statement __. (A fee is
not required only if the reporting person; (1) has a previous statement on the
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.)
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 proved in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes 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).
CUSIP No. 02145P-10-6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Krieger Family Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) _x_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 150,210
6. SHARED VOTING POWER 360,052
7. SOLE DISPOSITIVE POWER 150,210
8. SHARED DISPOSITIVE POWER 360,052
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
510,262
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.6%(1)
12. TYPE OF REPORTING PERSON
PN
(1) Based upon 4,022,894 shares outstanding as of January 29, 1998, as adjusted
for issuance of 7,233 shares subsequent to that date and 22,500 shares
underlying options held by Dale B. Krieger (i.e., 4,052,627, total).
CUSIP No. 02145P-10-6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dale B. Krieger
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) _x_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 22,500
6. SHARED VOTING POWER 560,262
7. SOLE DISPOSITIVE POWER 22,500
8. SHARED DISPOSITIVE POWER 560,262
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
582,762
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.4%(1)
12. TYPE OF REPORTING PERSON
IN
(1) Based upon 4,022,894 shares outstanding as of January 29, 1998, as adjusted
for issuance of 7,233 shares subsequent to that date and 22,500 shares
underlying options held by Dale B. Krieger (i.e., 4,052,627, total).
CUSIP No. 02145P-10-6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carnegie Hill Financial, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) _x_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 50,000
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 50,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%(1)
12. TYPE OF REPORTING PERSON
CO
(1) Based upon 4,022,894 shares outstanding as of January 29, 1998, as adjusted
for issuance of 7,233 shares subsequent to that date and 22,500 shares
underlying options held by Dale B. Krieger (i.e., 4,052,627, total).
CUSIP No. 02145P-10-6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard A. Ruderman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) _x_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 25,231
6. SHARED VOTING POWER 63,538
7. SOLE DISPOSITIVE POWER 25,231
8. SHARED DISPOSITIVE POWER 63,538
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,769
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%(1)
12. TYPE OF REPORTING PERSON
IN
(1) Based upon 4,022,894 shares outstanding as of January 29, 1998, as adjusted
for issuance of 7,233 shares subsequent to that date and 22,500 shares
underlying options held by Dale B. Krieger (i.e., 4,052,627, total).
SCHEDULE 13G
Item 1.
(a) Name of Issuer
Alternate Postal Delivery, Inc.
(b) Address of Issuer's Principal Executive Offices
One Ionia S.W., Suite 300
Grand Rapids, MI 49503
Item 2.
(a) Name of Persons Filing
Dale B. Krieger ("Krieger")
The Krieger Family Limited Partnership ("KFLP")
Carnegie Hill Financial, Inc. ("CHFI")
Richard A. Ruderman ("Ruderman")
(b) Address of Principal Business Office or, if none, Residence
202 Carnegie Center
Princeton, NJ 08540
(c) Citizenship*
(d) Title of Class of Securities
Common Stock, no par value
(e) CUSIP Number*
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not Applicable.
_________________________________
*Incorporated by reference to cover page.
Item 4. Ownership
(a) Amount Beneficially Owned*
(b) Percent of Class*
(c) Number of shares as to which such person has:*
(i) sole power to vote or direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition
of
Krieger is currently the sole general partner of KFLP and the
principal executive officer of Carnegie Hill financial, Inc.,
("CHFI"). CHFI holds 50,000 shares for the benefit of managed
advisory accounts over which it exercises discretionary
investment authority. The remaining shares reported as
beneficially owned by Krieger include 22,500 shares which may be
acquired upon exercise of options acquired (all of which are
beneficially owned directly by Krieger); 150,210 shares held of
record by KFLP; and 360,052 shares which KFLP may acquire upon
exercise of options granted to it by other shareholders of
Alternate Postal Delivery, Inc. (Stan Henry and members of his
family, and Phillip Miller). Krieger, as an individual,
disclaims beneficial ownership of any securities held of record
by KFLP and CHFI.
Ruderman is a business associate of Krieger and principal
financial officer of CHFI. The shares reported as beneficially
owned by Ruderman consist of 25,231 shares held of record and
63,538 shares which he may acquire upon exercise of options
granted by other shareholders of Alternate Postal Delivery, Inc.
(Stan Henry and members of his family, and Phillip Miller.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable
________________________________
*Incorporated by reference to cover page
Item 8. Identification and Classification of Members of the Group
The members of the "group" making this filing and the
classification of each are as follows:
Dale B. Krieger IN
Richard A. Ruderman IN
The Krieger Family Limited Partnership PN
Carnegie Hill Financial, Inc. CO
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below each of the undersigned certifies that, to the
best of his/its 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 such transaction having such purposes or
effect.
SIGNATURE AND ACKNOWLEDGMENT
OF JOINT FILING
Each of the undersigned, after reasonable inquiry and to the best of
knowledge and belief of such undersigned, hereby certifies that the information
set forth in this statement is true, complete and correct. Further, each of
the undersigned acknowledges and agrees that this Schedule 13G amendment is
filed on behalf of each of them and on behalf of all of them, jointly, pursuant
to Rule 13d-a(f)(1) under the Securities Exchange Act of 1934, as amended.
2/3/98 /s/ Dale B. Krieger
2/3/98 The Krieger Family Limited Partnership
By /s/ Dale B. Krieger
Its Managing General Partner
2/3/98 Carnegie Hill Financial, Inc.
By /s/ Dale B. Krieger
Its President
2/3/98 /s/ Richard A. Ruderman
