SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Online System Services Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
682731 104
(CUSIP Number)
May 22, 1998
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
<PAGE>
CUSIP No. 682731 104
Page 2 of 7 Pages
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
West End Capital LLC
13-3955700
- --------------------------------------------------------------------------------
(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 (5) SOLE VOTING POWER
345,660
SHARES
-----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY
-----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
345,660
REPORTING
-----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
345,660
- --------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.3%
- --------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
OO
- --------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 682731 104
Page 3 of 7 Pages
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Arrow Investors LLC
52-2098847
- --------------------------------------------------------------------------------
(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 (5) SOLE VOTING POWER
295,660
SHARES
-----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY
-----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
295,660
REPORTING
-----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
295,660
- --------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8%
- --------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
OO
- --------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 682731 104
Page 4 of 7 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Online System Services, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 1800 Glenarm
Place, 8th Floor, Denver, Co. 80202.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Arrow Investors LLC with respect to the
shares of Common Stock beneficially owned by it; and
(ii) West End Capital LLC with respect to
the shares of Common Stock beneficially owned by it
and Arrow Investors LLC.
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is 1
World Trade Center, Suite 4563, New York, New York 10048.
Item 2(c). Citizenship:
Arrow Investors LLC is a limited liability company organized under the laws
of the State of Delaware.
West End Capital LLC is a limited liability company organized under the
laws of the State of Delaware.
Item 2(d). Title of Class of Securities:
Common Stock, no par value (the "Common Stock")
<PAGE>
CUSIP No. 682731 104
Page 5 of 7 Pages
Item 2(e). CUSIP Number: 682731 104
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance with
Rule 13d-1 (b)(ii)(G),
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [x]
Item 4. Ownership.
A. Arrow Investors LLC
(a) Amount beneficially owned: 295,660 (includes 245,660
shares issuable upon conversion of 3,000 shares of the
Company's 5% Preferred Stock held by Arrow Investors LLC and
50,000 shares issuable upon exercise of warrants held by
Arrow Investors LLC)
(b) Percent of class: 8%
(c)(i) Sole power to vote or direct the vote: 295,660
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 295,660
(iv) Shared power to dispose or direct the disposition: -0-
<PAGE>
CUSIP No. 682731 104
Page 6 of 7 Pages
B. West End Capital LLC
(a) Amount beneficially owned: 345,660 (includes 245,660
shares issuable upon conversion of the Company's 5% Preferred
Stock held by Arrow Investors LLC, 50,000 shares issuable upon
exercise of warrants held by Arrow Investors LLC and 50,000
shares issuable upon exercise of warrants held by West End
Capital LLC) West End, as the manager of Arrow Investors LLC,
may be deemed to beneficially own the shares which Arrow
Investors LLC may obtain upon conversion of the 5% Preferred
Stock and exercise of the warrants. Notwithstanding the
foregoing, West End disclaims beneficial ownership of the
shares issuable upon conversion of the 5% Preferred Stock and
exercise of the warrants held by Arrow Investors LLC pursuant
to Rule 13d-4 under the Securities Exchange Act of 1934, as
amended.
(b) Percent of class: 9.3%
(c)(i) Sole power to vote or direct the vote: 345,660
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 345,660
(iv) Shared power to dispose or direct the disposition: -0-
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.
West End Capital LLC, the manager of Arrow Investors LLC, has the power to
dispose of and the power to vote the shares of Common Stock beneficially owned
by it and by Arrow Investors LLC.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
<PAGE>
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
CUSIP No. 682731 104
Page 7 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: July 6, 1998
ARROW INVESTORS LLC
By: West End Capital LLC, Manager
By: /s/ Daniel J. Saks
-----------------------------
Name: Daniel J. Saks
Title: Managing Director
WEST END CAPITAL LLC
By: /s/ Daniel J. Saks
-----------------------------
Name: Daniel J. Saks
Title: Managing Director
<PAGE>
Exhibit I
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the schedule 13G filed
herewith is filed jointly, pursuant to Rule 13d-1(k)(1) of the Securities
Exchange Act of 1934, as amended, on behalf of each of them.
Dated: July 6, 1998
ARROW INVESTORS LLC
By: West End Capital LLC, Manager
By: /s/ Daniel J. Saks
-----------------------------
Name: Daniel J. Saks
Title: Managing Director
WEST END CAPITAL LLC
By: /s/ Daniel J. Saks
-----------------------------
Name: Daniel J. Saks
Title: Managing Director
