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. 6){1}
AMERIQUEST TECHNOLOGIES, INC.
_______________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
_______________________________________________________________________________
(Title of Class of Securities)
03070P 10-3
_______________________________________________________________________________
(CUSIP Number)
KLAUS H. JANDER, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
_______________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 17, 1998
_______________________________________________________________________________
(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 <square>.
NOTE. Schedules filed in paper format shall include a
signed original and five 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 6 Pages)
__________________________
{1} 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 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.)
<PAGE>
13D
CUSIP NO. 03070P 10-3 PAGE 2 OF 6 PAGES
<TABLE>
<CAPTION>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Computer 2000 AG
<S> <C> <C> <C>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) <checked-box>
(B) <square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(C) OR 2(E) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON <square>
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
HC/CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
13D
CUSIP NO. 03070P 10-3 PAGE 3 OF 6 PAGES
<TABLE>
<CAPTION>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Computer 2000, Inc.
<S> <C> <C> <C>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) <checked-box>
(B) <square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(C) OR 2(E) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON <square>
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
HC/CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Amendment No. 6 ("Amendment No. 6") to the Statement on Schedule 13D
dated November 14, 1994 (the "Schedule 13D") is filed by Computer 2000 AG
and Computer 2000, Inc. in connection with their beneficial ownership of
Common Stock of AmeriQuest Technologies, Inc., a Delaware corporation (the
"Common Stock"). Schedule 13D as previously amended by Amendment No. 1,
dated August 7, 1995, by Amendment No. 2, dated March 29, 1996, by
Amendment No. 3, dated April 14, 1997, by Amendment No. 4, dated May 6,
1997, and by Amendment No. 5, dated July 6, 1998, is hereby amended as set
forth below.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by the addition of the
following:
Pursuant to that certain Disposition and Reorganization Agreement, dated
July 2, 1998, by and among the Issuer, Computer 2000 AG, Sub and The Listen
Group LLC, a Delaware limited liability company (the "Disposition
Agreement"), on July 17, 1998, C2000 and Sub disposed of (a) 36,349,878
shares of Common Stock, representing approximately 54% of the issued and
outstanding shares of Common Stock; (b) 300,000 shares of Series H
Cumulative Convertible Preferred Stock, par value $0.01 per share,
convertible into 41,958,042 shares of Common Stock (the "Preferred Stock")
representing 100% of the issued and outstanding shares of Preferred Stock;
(c) achievement warrants equivalent to 7,035,280 shares of Common Stock;
and (d) a maintenance option equivalent to 2,357,235 shares of Common
Stock.
As the result of the closing on July 17, 1998 under the Disposition
Agreement, C2000 and Sub no longer hold any beneficial interest in any
securities of the Issuer.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
Paragraphs (a), (b) and (c) of Item 5 of Schedule 13D are hereby amended in
their entirety to read as follows:
(a) As of the date of this Amendment No. 6, neither C2000 nor Sub is the
beneficial owner of any class of securities of the Issuer.
(b) As of the date of this Amendment No. 6, neither C2000 nor Sub has the
sole power to vote or to direct the vote, shared power to vote or to direct
the vote, sole or shared power to dispose of or to direct the disposition
of, any shares of any class of securities of the Issuer.
(c) Pursuant to the Disposition Agreement, on July 17, 1998, C2000 and Sub
(i) sold 36,349,878 shares of Common Stock, representing approximately 54%
of the issued and outstanding shares of Common Stock, to Listen Group
Partners LLC for an aggregate purchase price of $1.00; (ii) contributed
300,000 shares of Preferred Stock, convertible into 41,958,042 shares of
Common Stock, representing 100% of the issued and outstanding shares of
Preferred Stock to the capital of the Issuer; (c) contributed achievement
warrants equivalent to 7,035,280 shares of Common Stock to the capital of
the Issuer; and (d) contributed a maintenance option equivalent to
Page 4 of 6 Pages
<PAGE>
2,357,235 shares of Common Stock to the capital of the Issuer. The closing
took place at the Philadelphia offices of Morgan, Lewis & Bockius LLP,
outside counsel to the Issuer.
Paragraph (e) of Item 5 of Schedule 13D is hereby amended in its entirety
to read as follows:
(e) On July 17, 1998, C2000 and Sub ceased to be the beneficial owners of
more than 5% of any class of securities of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The closing under the Disposition Agreement occurred on July 17, 1998. The
Disposition Agreement was filed as Exhibit L to Amendment No. 5 to Schedule
13D and is hereby incorporated by reference in answer to Item 6 of this
Amendment No. 6.
PAGE 5 OF 6 PAGES
<PAGE>
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: July 17, 1998
COMPUTER 2000 AG
By: /s/Manfred Guenzel
Name: Manfred Guenzel
Title: Member of the Executive Board
By: /s/ Dr. Harry Krischik
Name: Dr. Harry Krishick
Title: Member of the Executive Board
COMPUTER 2000, INC.
By: /s/ Martin E. Loeffler
Name: Martin E. Loeffler
Title: President
By: /s/ Richard E. Obermaier
Name: Richard E. Obermaier
Title: Corporate Secretary
