<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 1)*
AMERIQUEST TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
03070P 10-3
--------------
(CUSIP Number)
LISTEN GROUP PARTNERS, LLC
C/O ALEXANDER C. KRAMER
AMERIQUEST TECHNOLOGIES, INC.
2465 MARYLAND ROAD
WILLOW GROVE, PENNSYLVANIA 19080
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 11, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and give
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 pages)
*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 provided in a prior cover page.
The information required on 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).
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CUSIP NO. 03070P 10-3 AMENDMENT NO. 1 TO SCHEDULE 13D PAGE 2 OF 7
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LISTEN GROUP PARTNERS, LLC (23-2966874)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER
31,849,878 SHARES
OF SHARES ----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0 SHARES
----------------------------------------------------------------
OWNED 9 SOLE DISPOSITIVE POWER
31,849,878 SHARES
BY EACH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
0 SHARES
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,849,878 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!!
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CUSIP NO. 03070P 10-3 AMENDMENT NO. 1 TO SCHEDULE 13D PAGE 3 OF 7
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ALEXANDER C. KRAMER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
PENNSYLVANIA
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7 SOLE VOTING POWER
NUMBER
26,882
OF SHARES ----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
31,849,878 SHARES
----------------------------------------------------------------
OWNED 9 SOLE DISPOSITIVE POWER
26,882
BY EACH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
31,849,878 SHARES
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,876,760 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!!
<PAGE> 4
CUSIP NO. 03070P 10-3 AMENDMENT NO. 1 TO SCHEDULE 13D PAGE 4 OF 7
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JON D. JENSEN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
PENNSYLVANIA
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7 SOLE VOTING POWER
NUMBER
0 SHARES
OF SHARES ----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
31,849,878 SHARES
----------------------------------------------------------------
OWNED 9 SOLE DISPOSITIVE POWER
0 SHARES
BY EACH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
31,849,878 SHARES
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,849,878 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!!
<PAGE> 5
CUSIP NO. 03070P 10-3 AMENDMENT NO. 1 TO SCHEDULE 13D PAGE 5 OF 7
Reference is made to Schedule 13D (the "Schedule 13D")
previously filed under date of July 28, 1998 by Listen Group Partners, LLC, a
Delaware limited liability company ("Listen Group"), Alexander C. Kramer and Jon
D. Jensen (collectively, the "Filing Persons"). This Amendment No. 1 is being
filed by the Filing Persons to reflect the sale of 1,640,000 shares of the
common stock, par value $0.01 per share (the "Common Stock"), of AmeriQuest
Technologies, Inc., a Delaware corporation (the "Issuer"), with a principal
address of 2465 Maryland Road, Willow Grove, Pennsylvania 19090, to Holger
Heims, and the sale of 2,860,000 shares of Common Stock to Solux Limited. The
Filing Persons hereby supplement and amend the Schedule 13D as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended as follows:
(a) Listen Group is the beneficial owner of 31,849,878 shares
of Common Stock, which constitutes approximately 48% of the Common Stock
outstanding as of September 1, 1998. Mr. Kramer and Mr. Jensen each own 50% of
the outstanding membership units of Listen Group.
Mr. Kramer is the beneficial owner of 31,876,760 shares of
Common Stock (including options to purchase 26,882 shares of Common Stock),
which constitutes approximately 48% of the Common Stock outstanding as of
September 1, 1998.
Mr. Jensen is the beneficial owner of 31,849,878 shares if
Common Stock, which constitutes approximately 48% of the Common Stock
outstanding as of September 1, 1998.
(b) Listen Group has sole voting power and power to dispose of
the shares of Common Stock beneficially owned by it.
Messrs. Kramer and Jensen each have shared voting power
and shared power to dispose of the 31,849,878 shares of Common Stock held by
Listen Group of which each is a member. Pursuant to the Operating Agreement of
Listen Group, dated as of June 1, 1998, as amended (the "Listen Group
Agreement") Listen Group's members have the exclusive right to manage Listen
Group's business; furthermore the Listen Group Agreement provides that the act
of one or more members holding more than 50% of the Units of Listen Group shall
be the act of the members.
Mr. Kramer has sole voting power and power to dispose of
the 26,882 shares of Common Stock beneficially owned by him (consisting solely
of options to purchase 26,882 shares of Common Stock).
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended as follows:
On September 11, 1998, Listen Group entered into a Stock
Purchase Agreement with Holger Heims, a former executive officer of the Company,
and Solux Limited, pursuant to which Listen Group sold 1,640,000 shares of
Common Stock to Mr. Heims and 2,860,000 shares of Common Stock to Solux Limited
for an aggregate price of $1.00. The transaction closed on September 11, 1998.
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CUSIP NO. 03070P 10-3 AMENDMENT NO. 1 TO SCHEDULE 13D PAGE 6 OF 7
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit B: Stock Purchase Agreement, dated as of
September 11, 1998, between Listen Group
Partners LLC, Holger Heims and Solux
Limited.
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SIGNATURE
We, the undersigned:
1. Agree that this statement is filed on behalf of the
undersigned.
2. After reasonable inquiry and to the best of our
knowledge and belief, certify that the information
set forth in this statement is true, complete and
correct.
LISTEN GROUP PARTNERS, LLC
By: /s/ Jon D. Jensen
-------------------------------
Jon D. Jensen
Co-President
/s/ Alexander C. Kramer
-------------------------------
Alexander C. Kramer
/s/ Jon D. Jensen
-------------------------------
Jon D. Jensen
Date: September 15, 1998
<PAGE> 1
STOCK PURCHASE AGREEMENT
------------------------
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and
entered into as of September 11, 1998, by and between Listen Group Partners,
LLC, a Delaware limited liability company (the "Seller"), and Holger Heims, an
individual ("Heims"), and Solux Limited, a ("Solux" and together with Heims, the
"Buyers").
W I T N E S S E T H
WHEREAS, Seller desires to sell and Buyers desire to purchase
an aggregate of 4,500,000 shares (the "Shares") of the common stock, par value
$0.01 per share (the "Common Stock") of AmeriQuest Technologies, Inc., a
Delaware corporation (the "Company");
NOW, THEREFORE, in consideration of the foregoing recitals and
the covenants and agreements herein contained and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Sale and Purchase of Stock. Subject to the terms and
conditions of this Agreement, Seller agrees to sell the Shares, and Buyers each
agree to purchase, such portion of the Shares set forth below their name on the
signature page hereto. The aggregate purchase price for the Shares shall be
$1.00. The Purchase Price shall be paid by Buyers to Seller by check made
payable to Seller and delivered to Seller at the closing (the "Closing"). At the
Closing, Seller shall deliver to Buyers a stock power with respect to the Shares
being purchased by each respective Buyer executed in blank and instruct the
Company's transfer agent to issue share certificates to reflect the sale of the
Shares to such Buyer.
2. Representations, Warranties and Covenants of Seller. Seller
represents and warrants to Buyers as follows:
a. Seller owns the Shares, free and clear of any liens,
claims, encumbrances or other restrictions.
b. Seller has all requisite power and authority to execute
and deliver this Agreement and to perform its obligations hereunder. The
Agreement, upon execution and delivery by Seller, shall constitute the legal,
valid and binding obligation of Seller, enforceable against Seller in accordance
with its terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
preceding in equity or at law).
c. Seller has not employed or utilized the services of any
broker or finder in connection with this Agreement or the transactions
contemplated hereby.
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3. Representations, Warranties and Covenants of Buyers. Each
Buyer represents and warrants to Seller as follows:
a. Such Buyer has all requisite power and authority to
execute and deliver this Agreement and to perform its obligations hereunder. The
Agreement, upon execution and delivery by such Buyer, shall constitute the
legal, valid and binding obligation of such Buyer, enforceable against such
Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a preceding in equity or at law).
b. The Shares are being purchased by such Buyer for
investment purposes only and not with an intent to resell.
c. After the Closing, such Buyer will hold the Shares
indefinitely unless they are subsequently registered under the Securities Act of
1933, as amended, or an exemption from registration is available.
d. Such Buyer agrees to release and discharge Seller and
the Company from any and all obligations, liabilities, fees or other
disbursements which may be due to such Buyer arising out of such Buyer's
performance of services prior to the date hereof or in connection with
transactions occurring on or prior to the date hereof.
e. The Buyers are not Affiliates (as defined in Section
12b-2 of the regulations promulgated under the Securities Act of 1934, as
amended) of the Company or of each other, and the Buyers are not members of a
Group (as such term is used in Schedule 13D promulgated by the U.S. Securities
and Exchange Commission).
4. Survival. The covenants, agreements, representations and
warranties contained in or made pursuant to this Agreement shall survive the
Closing.
5. Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed given when delivered
personally or mailed by registered mail, return receipt requested, or overnight
mail.
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6. Binding Effect; Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors and
permitted assigns. The Buyers shall have no obligation to purchase and pay for
the Shares under this Agreement unless and until the Closing occurs. Nothing in
this Agreement shall create or be deemed to create any third party beneficiary
rights in any person or entity. No assignment of this Agreement or of any rights
or obligations hereunder may be made by either party (by operation of law or
otherwise) without the prior written consent of the other, and any attempted
assignment without the required consent shall be void.
7. Reliance. The Company may rely on the representations,
warranties and covenants of the parties set forth in this Agreement as a third
party beneficiary.
8. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Delaware.
9. Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter provided for, and
supersedes all previous oral agreements and understandings between the parties.
10. Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but which together shall
constitute one and the same Agreement.
SELLER:
LISTEN GROUP PARTNERS, LLC
By: /s/ Jon D. Jensen
----------------------------
Name: Jon D. Jensen
Title: President
BUYERS:
/s/ Holger Heims
----------------------------
Holger Heims
Number of Shares: 1,640,000 shares
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SOLUX LIMITED
By: /s/ S. Flock
-------------------------------
Name: S. Flock
Title: President
Number of Shares: 2,860,000 shares
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