-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SoNQQyo8kI8KnV73uRZpLCvn8IA+YOprlWjlPEOrghwDwpBb7N7whIFtppr6v1Sj Nuukh0GVs9oJBqXt54SwJQ== 0000892712-97-000036.txt : 19970610 0000892712-97-000036.hdr.sgml : 19970610 ACCESSION NUMBER: 0000892712-97-000036 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970609 SROS: NASD GROUP MEMBERS: QUAESTUS LTD PARTNERSHIP GROUP MEMBERS: RICHARD W. WEENING GROUP MEMBERS: RPI HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARI NETWORK SERVICES INC /WI CENTRAL INDEX KEY: 0000879796 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 391388360 STATE OF INCORPORATION: WI FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42176 FILM NUMBER: 97620803 BUSINESS ADDRESS: STREET 1: 330 EAST KILBOURN AVE STREET 2: SUITE 200 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142787676 MAIL ADDRESS: STREET 1: 330 E KILBOURN AVENUE STREET 2: SUITE 200 CITY: MILWAUKEE STATE: WI ZIP: 53202-3166 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUAESTUS LTD PARTNERSHIP CENTRAL INDEX KEY: 0000862535 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 330 EAST KILBOURN AVENUE STREET 2: SUITE 250 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142834500 MAIL ADDRESS: STREET 1: 330 E KILBOURN AVE STREET 2: SUITE 250 CITY: MILWAUKEE STATE: WI ZIP: 53202 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* ARI Network Services, Inc. (Name of Issuer) Common Stock $.001 par value (Title of Class of Securities) 001930-10-6 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing 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). *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). 1 NAME OF REPORTING PERSON SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Quaestus Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] Not Applicable (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin 5 SOLE VOTING POWER NUMBER OF 223,331 shares of Common Stock SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH None REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 223,331 shares of Common Stock 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 223,331 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.5% 12 TYPE OF REPORTING PERSON* PN 1 NAME OF REPORTING PERSON SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RPI Holdings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] Not Applicable (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin 5 SOLE VOTING POWER 1,227,257 shares of Common Stock (includes 223,331 shares held indirectly through Quaestus Limited Partnership). NUMBER OF SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH None REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 1,227,257 shares of Common Stock (includes 223,331 shares held indirectly through Quaestus Limited Partnership). 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,227,257 shares of Common Stock (includes 223, 331 shares held indirectly through Quaestus Limited Partnership). 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.3% 12 TYPE OF REPORTING PERSON* CO 1 NAME OF REPORTING PERSON SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard W. Weening 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] Not Applicable (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin 5 SOLE VOTING POWER 1,300,632 shares of Common Stock, including the shares owned by RPI Holdings, Inc. and NUMBER OF Quaestus Limited Partnership. SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 500 shares of Common Stock, indirectly through Spouse. REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 1,300,632 shares of Common Stock, including the shares owned by RPI Holdings, Inc., and Quaestus Limited Partnership. 8 SHARED DISPOSITIVE POWER 500 shares of Common Stock, indirectly through Spouse. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,301,132 shares of Common Stock, including the shares owned by RPI Holdings, Inc., Quaestus Limited Partnership, and by Spouse. 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.8% 12 TYPE OF REPORTING PERSON* IN Item 1(a). Name of Issuer. ARI Network Services, Inc. Item 1(b). Address of Issuer's Principal Executive Offices. 330 East Kilbourn Avenue Milwaukee, WI 53202 Item 2(a). Name of Person Filling. (i) QUAESTUS Limited Partnership ("QLP") (ii) RPI Holdings, Inc. ("RPI") (iii) Richard W. Weening ("RWW") Item 2(b). Address of Principal Business Office. (i) QLP: 330 East Kilbourn Avenue Milwaukee, WI 53202 (ii) RPI: 330 East Kilbourn Avenue Milwaukee, WI 53202 (iii) RWW: 330 East Kilbourn Avenue Milwaukee, WI 53202 Item 2(c). Citizenship. (i) QLP: Wisconsin (ii) RPI: Wisconsin (iii) RWW: Wisconsin Item 2(d). Title and Class of Securities. Common Stock $.001 par value Item 2(e). CUSIP Number. 001930 10 6 Item 3. Identification. Not Applicable Item 4(a). Amount Beneficially Owned. (i) QLP: 223,331 shares of Common Stock, including a warrant to purchase 60,625 shares of Common Stock. (ii) RPI: 1,227,257 shares of Common Stock, including 162,706 shares of Common Stock and a warrant to purchase 60,625 shares of Common Stock held indirectly through QUAESTUS Limited Partnership. (iii) RWW: 1,301,132 shares of Common Stock, including warrants to purchase 121,250 shares of Common Stock. RWW's shares include 223,331 shares and a warrant owned by QUAESTUS Limited Partnership; 1,003,926 shares of Common Stock owned by RPI Holdings, Inc.; 500 shares of Common Stock owned by Spouse; 5,000 shares owned by Tenancy in Common with a third party; 7,750 shares owned individually; and a warrant to purchase 60,625 shares of Common Stock owned directly. QLP is a Wisconsin limited partnership. RPI, a Wisconsin corporation, is the managing general partner of QLP. RWW is the president and a shareholder of RPI. Item 4(b). Percent of Class. (i) QLP: 1.5% (ii) RPI: 8.3% (iii) RWW: 8.8% Item 4(c). Number of shares as to which each person has: A. Sole power to vote or to direct the vote: (i) QLP: 223,331 shares of Common Stock, including a warrant to purchase 60,625 shares of Common Stock. (ii) RPI: 1,227,257 shares of Common Stock, including 162,706 shares of Common Stock and a warrant to purchase 60,625 shares of Common Stock held indirectly through QUAESTUS Limited Partnership. (iii) RWW: 1,301,132 shares of Common Stock, including warrants to purchase 121,250 shares of Common Stock. RWW's shares include 223,331 shares and a warrant owned by QUAESTUS Limited Partnership; 1,003,926 shares of Common Stock owned by RPI Holdings, Inc.; 5,000 shares by Tenancy in Common with a third party; 7,750 shares owned individually; and a warrant to purchase 60,625 shares of Common Stock owned directly. B. Shared power to vote or to direct the vote: (i) RWW: 500 shares of Common Stock indirectly through Spouse. C. Sole power to dispose or to direct the disposition of: (i) QLP: 223,331 shares of Common Stock, including a warrant to purchase 60,625 shares of Common Stock. (ii) RPI: 1,227,257 shares of Common Stock, including 162,706 shares of Common Stock and a warrant to purchase 60,625 shares of Common Stock held indirectly through QUAESTUS Limited Partnership. (iii) RWW: 1,301,132 shares of Common Stock, including warrants to purchase 121,250 shares of Common Stock. RWW's shares include 223,331 shares and a warrant owned by QUAESTUS Limited Partnership; 1,003,926 shares of Common Stock owned by RPI Holdings, Inc.; 5,000 shares by Tenancy in Common with a third party; 7,750 shares held individually; and a warrant to purchase 60,625 shares of Common Stock owned directly. D. Shared power to dispose or to direct the disposition of: (i) RWW: 500 shares of Common Stock indirectly through Spouse. Item 5. Ownership of Five Percent or Less of a Class. As of May 15, 1997, Quaestus Limited Partnership ceased ownership of five percent or more of the Common Stock. Item 6. Ownership of More than Five Percent on Behalf of Another. None. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. None. Item 8. Identification and Classification of Members of the Group. None. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. Not Applicable. 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. Dated: 6/9/97 QUAESTUS LIMITED PARTNERSHIP By: /s/ Ricahrd W. Weening ---------------------------- Richard W. Weening President, RPI Holdings, Inc. the Managing General Partner Dated: 6/9/97 RPI HOLDINGS, INC. By: /s/ Ricahed W. Weening ----------------------------- Richard W. Weening, President Dated: 6/9/97 By: /s/ Richard W. Weening ------------------------------ Richard W. Weening EXHIBIT A RULE 13d-1 (f)(1) The undersigned, on this 9th day of June, 1997 agree and consent to the joint filing on behalf of this Schedule 13G in connection with their beneficial ownership of the common stock of ARI Network Services, Inc. QUAESTUS LIMITED PARTNERSHIP By: /s/ Richard W. Weening --------------------------------- Richard W. Weening President, RPI Holdings, Inc., the Managing General Partner RPI HOLDINGS, INC. By: /s/ Richard W. Weening ---------------------------------- Richard W. Weening, President By: /s/ Richard W. Weening ----------------------------------- Richard W. Weening -----END PRIVACY-ENHANCED MESSAGE-----