<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
One Up Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
681965 10 9
--------------
(CUSIP Number)
Aronowitz RI Family, L.P.
6591 Skyline Drive
Delray Beach, FL 33446
954-979-0400 Attn: Jack Aronowitz
(Name, Address and Telephone Number
of Persons Authorized to Receive
Notices and Communications)
March 12, 1997
-------------------------------------------------------
(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
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
*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).
<PAGE> 2
SCHEDULE 13D
- -------------------------------- -----------------------------------
CUSIP NO. 681965 10 9 PAGE 2 OF 5 PAGES
- -------------------------------- -----------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Aronowitz RI Family Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2 [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
RI
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,000,000
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,000,000
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, no par value (the
"Common Stock"), of One Up Corporation, a Florida corporation (the "Issuer").
The Issuer's principal executive office is located at 5 Campus Circle, Westlake,
Texas 76262.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed on behalf of
Aronowitz RI Family L.P., a Rhode Island limited
partnership (the "Partnership").
(b) The principal executive office of the Partnership is
located at 6591 Skyline Drive, Delray Beach, Florida
33446.
(c) The Partnership is engaged in the business of
investment.
(d) Neither the Partnership, nor any of its executive
officers, was, during the last five years, convicted
in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) Neither the Partnership, nor any of its executive
officers, was, during the last five years, a party to
a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or
final order enjoining future violations of, or
prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
(f) The Partnership is a Florida corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Partnership acquired shares of the Issuer's Common Stock by
utilizing its working capital to purchase shares of Common Stock in an open
market transaction.
ITEM 4. PURPOSE OF TRANSACTION.
The Partnership acquired shares of the Issuer's Common Stock for
investment purposes and may, depending upon then current events, including
without limitation, then current market conditions, the Issuer's results of
operations, and the then current general business climate, decide to increase or
decrease its position in the Issuer.
3
<PAGE> 4
As of the date of the event which required filing of this Schedule
13D, neither the Partnership, nor any of its general partners of executive
officers of the general partners, had any plans or proposals which may relate or
would result in:
(a) The acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors or
to fill any existing vacancies on the Board of
Directors of the Issuer;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, by-laws, or
instruments corresponding thereto or any actions which
may impede the acquisition or control of the Issuer by
any person;
(h) Causing a class of securities of the Issuer to be
de-listed from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of
1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Partnership may be deemed to beneficially own an
aggregate of 2,000,000 shares of Common Stock,
representing approximately 7.3% of the total shares of
Common Stock deemed outstanding.
(b) The Partnership has sole power to vote 2,000,000
shares of Common Stock.
4
<PAGE> 5
(c) The Partnership purchased 2,000,000 shares of Common
Stock on March 12, 1997.
(d) No other person is known to have the right to receive
or the power to direct the receipt of dividends from,
or the proceeds from the sale of such securities of
the Issuer.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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.
ARONOWITZ RI FAMILY L.P., a Rhode
Island limited partnership
By: Aronowitz Management, Inc.,
General Partner
Dated: May 5, 1997 By: /s/ Jack Aronowitz
-------------------------------
Jack Aronowitz, General Partner
5
