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OMB 3235-0145
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
American Residential Services, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
028911 10 5
(CUSIP Number)
Check the following box if a fee is being paid with this statement /X/. (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). (Continued on following page(s))
<PAGE>
CUSIP NO. 028911 10 5 13G PAGE 2 OF 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Equus II Incorporated
801-21468
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,321,035
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,321,035
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,321,035
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
12 TYPE OF REPORTING PERSON*
IV,CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 028911 10 5 SCHEDULE 13G PAGE 3 OF PAGE 5
ITEM 1(A). Name of Issuer
This statement on Schedule 13G relates to beneficial ownership of shares
of Common Stock, $.001 par value per share, of American Residential Services,
Inc., a Delaware corporation (the "Issuer").
ITEM 1(B). Address of Issuer's Principal Executive Offices
The address of the Issuer's principal executive offices is 5850 San
Felipe, Suite 500, Houston, Texas 77057- 8003, and its telephone number at that
address is (713) 706-6177.
ITEM 2(A). Name of Person Filing
The name of the person filing this statement on Schedule 13G is Equus II
Incorporated.
ITEM 2(B). Address of Principal Business Office
The address of Equus II Incorporated's principal business office is 2929
Allen Parkway, Suite 2500, Houston, Texas 77019, and its telephone number at
that address is (713) 229-0900.
ITEM 2(C). Citizenship
Equus II Incorporated is a corporation incorporated under the laws of
the State of Delaware.
ITEM 2(D). Title of Class of Securities
This statement on Schedule 13G relates to shares of Common Stock, $.001
par value per share ("Common Stock"), of the Issuer.
ITEM 2(E). CUSIP Number
The CUSIP Number of the Issuer is 028911 10 5.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), 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) |X| Investment Company registered under section 8 of the Investment
Company Act
(e) |_| Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940
(f) |_| Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F)
(g) |_| Parent Holding Company, in accordance with ss.240.13d-1(b)(ii)(G)
(Note: see Item 7)
Page 3 of Page 5
<PAGE>
CUSIP NO. 028911 10 5 SCHEDULE 13G PAGE 4 OF PAGE 5
(h) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
As of the last day of September 1996 (the first month in which Equus II
Incorporated's beneficial ownership of shares of Common Stock exceeded ten
percent of the Common Stock):
(a) Equus II Incorporated beneficially owned 1,321,035 shares of
Common Stock, of which Equus II Incorporated had the right to acquire
100,000 shares by virtue of a Warrant for the purchase of 100,000 shares
of Common Stock which is currently exercisable by Equus II Incorporated;
(b) Equus II Incorporated beneficially owns 15.6% of the Issuer's
outstanding Common Stock, computed in the manner specified in SEC Rule
13d-3(d)(1); and
(c) The number of shares of Common Stock as to which Equus II
Incorporated has:
(i) sole power to vote or direct the vote, is 1,321,035;
(ii) shared power to vote or direct the vote, is zero;
(iii) sole power to dispose of or to direct the disposition of,
is 1,321,035;
(iv) shared power to dispose or direct the disposition of, is
zero.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
No response to Item 5 is required.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Pursuant to a bona fide pledge agreement between Equus II Incorporated,
as pledgor, and NationsBank of Texas, N.A. (the "Bank"), as pledgee, not entered
into with the purpose nor with the effect of changing or influencing the control
of the Issuer nor in connection with any transaction having such purpose or
effect, the shares of Common Stock as to which Equus II Incorporated files this
statement on Schedule 13G (and the Warrant referred to in Item 4 above) are
pledged to the Bank as security for indebtedness of Equus II Incorporated which
existed prior to the acquisition by Equus II Incorporated of such shares (and
such Warrant). Such pledge agreement, prior to default, does not grant the Bank
(which is a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act
of 1934, as amended), prior to default, the power to vote or to direct the vote
of the pledged securities or the power to dispose or direct the disposition of
the pledged securities.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
No response to Item 7 is required.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
No response to Item 8 is required.
Page 4 of Page 5
<PAGE>
CUSIP NO. 028911 10 5 SCHEDULE 13G PAGE 5 OF PAGE 5
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
No response to Item 9 is required.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my 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 transaction having
such purposes or effect.
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.
OCTOBER ____, 1996
Date
_______________________________
Signature
Nolan Lehmann, President of Equus II Incorporated
Name/Title
Page 5 of Page 5
