-----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, GBMrM/5fWft3MTYcWx7I6AGdW0YfSc6AwnNaf7I9h28QzuiiXGSxReB4jy6jRMNl 2Nch1JtNzif9CPNAYQPQlw== 0000892712-99-000029.txt : 19990217 0000892712-99-000029.hdr.sgml : 19990217 ACCESSION NUMBER: 0000892712-99-000029 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990216 GROUP MEMBERS: QUAESTUS LIMITED PARTNERSHIP GROUP MEMBERS: QUAESTUS MANAGEMENT CORP. GROUP MEMBERS: RPI HOLDINGS, INC. GROUP MEMBERS: WEENING RICHARD W 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: SEC FILE NUMBER: 005-42176 FILM NUMBER: 99539657 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: WEENING RICHARD W CENTRAL INDEX KEY: 0001030786 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 330 E KILBOURN AVE 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 AMENDMENT NO. 6 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* ARI Network Services, Inc. (Name of Issuer) Common Stock $.001 par value (Title of Class of Securities) 001930-10-6 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *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 55,834 shares of Common Stock SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY None EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 55,834 shares of Common Stock WITH 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,834 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 1.1% 12 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTION BEFORE FILLING OUT! 1 NAME OF REPORTING PERSON SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Quaestus Management Corp. 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 10,000 shares of Common Stock SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY None EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 10,000 shares of Common Stock WITH 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000 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 0.2% 12 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTION BEFORE FILLING OUT! 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 306,816 shares of Common Stock (includes 55,834 shares held indirectly through Quaestus Limited Partnership). NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY None OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 306,816 shares of Common Stock PERSON (includes 55,834 shares held WITH indirectly through Quaestus Limited Partnership) 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 306,816 shares of Common Stock (includes 55,834 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 6.0% 12 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTION BEFORE FILLING OUT! 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 340,789 shares of Common Stock, including the shares owned by RPI Holdings,Inc., NUMBER OF Quaestus Limited Partnership and SHARES Quaestus Management Corp. BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 125 shares of Common Stock, indirectly REPORTING through Spouse. PERSON WITH 7 SOLE DISPOSITIVE POWER 340,789 shares of Common Stock, including the shares owned by RPI Holdings, Inc., Quaestus Limited Partnership, and Quaestus Management Corp. 8 SHARED DISPOSITIVE POWER 125 shares of Common Stock, indirectly through Spouse. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 340,914 shares of Common Stock, including the shares owned by RPI Holdings, Inc., Quaestus Limited Partnership, Quaestus Management Corp., and 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 6.65% 12 TYPE OF REPORTING PERSON* IN, HC * SEE INSTRUCTION BEFORE FILLING OUT! 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) QUAESTUS Management Corp. ("QMC") (iii) RPI Holdings, Inc. ("RPI") (iv) Richard W. Weening ("RWW") Item 2(b). Address of Principal Business Office. (i) QLP: 111 E. Kilbourn Avenue Suite 2700 Milwaukee, WI 53202 (ii) QMC: 111 E. Kilbourn Avenue Suite 2700 Milwaukee, WI 53202 (iii) RPI: 111 E. Kilbourn Avenue Suite 2700 Milwaukee, WI 53202 (iv) RWW: 111 E. Kilbourn Avenue Suite 2700 Milwaukee, WI 53202 Item 2(c). Citizenship. (i) QLP: Wisconsin (ii) QMC: Delaware (iii) RPI: Wisconsin (iv) 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: 55,834 shares of Common Stock, including a warrant to purchase 15,157 shares of Common Stock. (ii) QMC: 10,000 shares of Common Stock. (iii) RPI: 306,816 shares of Common Stock, including 40,677 shares of Common Stock and a warrant to purchase 15,157 shares of Common Stock held indirectly through QUAESTUS Limited Partnership. (iv) RWW: 340,914 shares of Common Stock, including warrants to purchase 30,314 shares of Common Stock. RWW's shares include 40,677 shares and a warrant owned by QUAESTUS Limited Partnership; 10,000 shares of Common Stock owned by QMC; 250,982 shares of Common Stock owned by RPI Holdings, Inc.; 125 shares of Common Stock owned by Spouse; 1,125 shares owned by Tenancy in Common with a third party; 2,563 shares owned individually; a warrant to purchase 15,157 shares of Common Stock owned directly; and options for 5,128 shares. 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 QMC and RPI. Item 4(b). Percent of Class. (i) QLP: 1.1% (ii) QMC: 0.2% (ii) RPI: 6.0% (iii) RWW: 6.65% Item 4(c). Number of shares as to which each person has: A. Sole power to vote or to direct the vote: (i) QLP: 55,834 shares of Common Stock. (ii) QMC: 10,000 shares of Common Stock. (iii) RPI: 306,816 shares of Common Stock. (iv) RWW: 340,789 shares of Common Stock. B. Shared power to vote or to direct the vote: (i) RWW: 125 shares of Common Stock indirectly through Spouse. C. Sole power to dispose or to direct the disposition of: (i) QLP: 55,834 shares of Common Stock. (ii) QMC: 10,000 shares of Common Stock. (iii) RPI: 306,816 shares of Common Stock. (iv) RWW: 340,789 shares of Common Stock. D. Shared power to dispose or to direct the disposition of: (i) RWW: 125 shares of Common Stock indirectly through Spouse. 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. 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: February 15, 1999 QUAESTUS LIMITED PARTNERSHIP By:/s/ Richard W. Weening ---------------------------- Richard W. Weening President, RPI Holdings, Inc. the Managing General Partner Dated: February 15, 1999 QUAESTUS MANAGEMENT CORP. By:/s/ Richard W. Weening ----------------------------- Richard W. Weening, President Dated: February 15, 1999 RPI HOLDINGS, INC. By:/s/ Richard W. Weening ------------------------------- Richard W. Weening, President Dated: February 15, 1999 /s/ Richard W. Weening -------------------------------- Richard W. Weening EX-99.A 2 RULE 13d-1 (f)(1) The undersigned, on this 15th day of February, 1999 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 QUAESTUS MANAGEMENT CORP. By:/s/ Richard W. Weening ------------------------------ Richard W. Weening, President RPI HOLDINGS, INC. By:/s/ Richard W. Weening ------------------------------- Richard W. Weening, President /s/ Richard W. Weening -------------------------------- Richard W. Weening -----END PRIVACY-ENHANCED MESSAGE-----