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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
ARI NETWORK SERVICES, INC.
(Name of Issuer)
Common Stock, $0.001 PAR VALUE
(Title of Class of Securities)
001930-10-6
(CUSIP Number)
Copy to: Stephen A. Cohen, Esq.
Applewood Associates, L.P. Morrison Cohen Singer & Weinstein, LLP
68 Wheatley Road 750 Lexington Avenue
Brookville, NY 11545 New York, New York 10022
Telephone (516) 626-3070 Telephone (212) 735-8600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
September 13, 1996
(Date of Event which Requires Filing 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(b)(3) or (4), check the following space ___.
Check the following space if a fee is being paid with the statement X . (A fee
is not required only if the reporting 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.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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).
(Continued on following page(s))
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CUSIP
No. 001930-10-6 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Applewood Associates, L.P.
2 Check the Appropriate Box if a Member of a Group* (a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds* WC
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization New York
7 Sole Voting Power
Number of 750,000 shares 5.3%
Shares
Beneficially 8 Shared Voting Power
Owned By 0 shares 0%
Each
Reporting 9 Sole Dispositive Power
Person 750,000 shares 5.3%
With
10 Shared Dispositive Power
0 shares 0%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
750,000 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 001930-10-6 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Rubenstein
2 Check the Appropriate Box if a Member of a Group* (a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds* WC
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 750,000 shares 5.3%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
750,000 shares 5.3%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
750,000 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 001930-10-6 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Irwin Lieber
2 Check the Appropriate Box if a Member of a Group* (a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds* WC
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 750,000 shares 5.3%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
750,000 shares 5.3%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
750,000 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 001930-10-6 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Fingerhut
2 Check the Appropriate Box if a Member of a Group* (a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds* WC
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 750,000 shares 5.3%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
750,000 shares 5.3%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
750,000 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 001930-10-6 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Applewood Capital Corp.
2 Check the Appropriate Box if a Member of a Group* (a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds* WC
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization New York
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 750,000 shares 5.3%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
750,000 shares 5.3%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
750,000 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 001930-10-6 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Seth Lieber
2 Check the Appropriate Box if a Member of a Group* (a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds* WC
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 750,000 shares 5.3%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
750,000 shares 5.3%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
750,000 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 001930-10-6 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jonathan Lieber
2 Check the Appropriate Box if a Member of a Group* (a) /x/
(b) / /
3 SEC Use Only
4 Source of Funds* WC
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 750,000 shares 5.3%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
750,000 shares 5.3%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
750,000 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.3%
14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
Common Stock, $0.001 par value per share ("Common Stock"), (CUSIP No.
001930-10-6);
ARI Network Services, Inc.
330 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
This statement relates to the acquisition of Common Stock of ARI Network
Services, Inc. (the "Issuer").
ITEM 2. IDENTITY AND BACKGROUND
1. (a) Applewood Associates, L.P., a limited partnership organized under
the laws of the State of New York ("Applewood").
(b) Address: c/o Applewood Capital Corp.
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments
(d) No.
(e) No.
2. (a) Barry Rubenstein, a general partner of Applewood, and an officer and
director of Applewood Capital Corp., a general partner of Applewood.
(b) Address: 68 Wheatley Road
Brookville, New York 11545
(c) Principal Occupation: General partner of partnerships and limited
partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
3. (a) Irwin Lieber, a general partner of Applewood and an officer and
director of Applewood Capital Corp., a general partner of Applewood.
(b) Address: 767 Fifth Avenue
New York, New York 10153
(c) Principal Occupation: Investment adviser.
(d) No.
(e) No.
(f) Citizenship: United States.
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4. (a) Barry Fingerhut, a general partner of Applewood and an officer and
director of Applewood Capital Corp., and a general partner of
Applewood.
(b) Address: 767 Fifth Avenue
New York, New York 10153
(c) Principal Occupation: Investment adviser.
(d) No.
(e) No.
(f) Citizenship: United States.
5. (a) Applewood Capital Corp., a corporation organized under the laws of
the State of New York ("Applewood Capital").
(b) Address: c/o Barry Rubenstein
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
(d) No.
(e) No.
Applewood Capital is a general partner of Applewood.
6. (a) Seth Lieber, an officer of Applewood Capital.
(b) Address: 767 Fifth Avenue
New York, New York 10153
(c) Principal Occupation: Investments.
(d) No.
(e) No.
(f) Citizenship: United States.
7. (a) Jonathan Lieber, an officer of Applewood Capital.
(b) Address: 767 Fifth Avenue
New York, New York 10153
(c) Principal Occupation: Investments.
(d) No.
(e) No.
(f) Citizenship: United States
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 13, 1996, Applewood acquired from the Issuer 750,000 shares of
Common Stock of the Issuer, at $2.25 per share for an aggregate purchase price
of $1,687,500. All of the funds were provided by working capital.
ITEM 4. PURPOSE OF THE TRANSACTION. The shares were acquired for purposes of
investment. The reporting persons do not have any plans or proposals which
relate to or would result in any of the actions set forth in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
The following list sets forth the aggregate number and percentage (based
on 14,187,109 shares of Common Stock outstanding as reported to the reporting
persons by a representative of the Issuer as of September 13, 1996) of
outstanding shares of Common Stock owned beneficially by each person named in
Item 2, as of September 13, 1996:
Shares of Pecentage of Shares of
Common Stock Common Stock
Name Beneficially Owned Beneficially Owned
---- ------------------ ----------------------
Applewood Associates, L.P. 750,000* 5.3%
Barry Rubenstein 750,000(1,2) 5.3%
Irwin Lieber 750,000(1,2) 5.3%
Barry Fingerhut 750,000(1,2) 5.3%
Applewood Capital Corp. 750,000(1,2) 5.3%
Seth Lieber 750,000(1,3) 5.3%
Jonathan Lieber 750,000(1,3) 5.3%
The following is a description of all transactions in shares of Common
Stock of the Issuer by the persons identified in Item 2 of this Schedule 13D
effected from July 13, 1996 through September 13, 1996, inclusive.
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(1) The reporting person disclaims beneficial ownership of these securities
except to the extent of its equity ownership therein.
(2) The reporting person is a general partner of Applewood and accordingly has
shared dispositive and voting power with respect to the 750,000 shares of
Common Stock owned by Applewood.
(3) The reporting person is an officer of Applewood Capital and accordingly has
shared voting and dispositive power with respect to the 750,000 shares of
Common Stock owned by Applewood.
* The reporting person has sole power to vote and dispose of 750,000 shares
of Common Stock.
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Name of Purchase or Number of Shares Purchase or
Shareholder Sale Date Purchased or (Sold) Sale Price
- ----------- ----------- ------------------- -----------
Applewood
Associates, L.P. 9/13/96 750,000 $2.25
No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of such securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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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, correct and
complete.
APPLEWOOD ASSOCIATES, L.P.
By: s/ Irwin Lieber
Irwin Lieber, General Partner
APPLEWOOD CAPITAL CORP.
By: s/ Barry Rubenstein
Barry Rubenstein, President
s/ Barry Rubenstein
Barry Rubenstein
s/ Irwin Lieber
Irwin Lieber
s/ Barry Fingerhut
Barry Fingerhut
s/ Seth Lieber
Seth Lieber
s/ Jonathan Lieber
Jonathan Lieber
Date: September 20, 1996
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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