UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ARI Network Services, Inc.
(Name of Issuer)
Common Stock $.001 par value
(Title of Class of Securities)
001930-10-6
(CUSIP Number)
Check the following box if a fee is being paid with
this statement [ ]. (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).
<PAGE>
1 NAME OF REPORTING PERSON SS. or I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Quaestus Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP *
(a) [ ]
Not Applicable (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
5 SOLE VOTING POWER
NUMBER OF 2,302,284 shares of Common Stock
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
2,302,284 shares of Common Stock
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,302,284 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
15.5%
12 TYPE OF REPORTING PERSON*
PN
<PAGE>
1 NAME OF REPORTING PERSON SS. or I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
RPI Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP *
(a) [ ]
Not Applicable (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
5 SOLE VOTING POWER
2,302,284 shares of Common Stock, indirectly
through Quaestus Limited Partnership.
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
2,302,284 shares of Common Stock, indirectly
through Quaestus Limited Partnership.
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,302,284 shares of Common Stock,
indirectly through Quaestus Limited Partnership.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
15.5%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
1 NAME OF REPORTING PERSON SS. or I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Richard W. Weening
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP *
(a) [ ]
Not Applicable (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
5 SOLE VOTING POWER
2,375,659 shares of Common Stock, including the
shares owned by Quaestus Limited Partnership.
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 500 shares of Common Stock, indirectly through Spouse.
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
2,375,659 shares of Common Stock, including the
shares owned by Quaestus Limited Partnership.
8 SHARED DISPOSITIVE POWER
500 shares of Common Stock, indirectly through Spouse.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,376,159 shares of Common Stock,
including the shares owned by Quaestus
Limited Partnership and by Spouse.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
15.9%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1(a). Name of Issuer.
ARI Network Services, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
330 East Kilbourn Avenue
Milwaukee, WI 53202
Item 2(a). Name of Person Filling.
(i) QUAESTUS Limited Partnership ("QLP")
(ii) RPI Holdings, Inc. ("RPI")
(iii) Richard W. Weening ("RWW")
Item 2(b). Address of Principal Business Office.
(i) QLP: 330 East Kilbourn Avenue
Milwaukee, WI 53202
(ii) RPI: 330 East Kilbourn Avenue
Milwaukee, WI 53202
(iii) RWW: 330 East Kilbourn Avenue
Milwaukee, WI 53202
Item 2(c). Citizenship.
(i) QLP: Wisconsin
(ii) RPI: Wisconsin
(iii) RWW: Wisconsin
Item 2(d). Title and Class of Securities.
Common Stock $.001 par value
Item 2(e). CUSIP Number.
001930 10 6
Item 3. Identification.
Not Applicable
<PAGE>
Item 4(a). Amount Beneficially Owned.
(i) QLP: 2,302,284 shares of Common
Stock, including a warrant to purchase
60,625 shares of Common Stock.
(ii) RPI: 2,302,284 shares of Common
Stock, including a warrant to purchase
60,625 shares of Common Stock,
indirectly through QUAESTUS Limited
Partnership.
(iii) RWW: 2,376,159 shares of
Common Stock, including warrants to
purchase 121,250 shares of Common Stock.
RWW's shares include 2,302,284 shares
and a warrant owned by QUAESTUS Limited
Partnership; 500 shares of Common Stock
owned by Spouse; 5,000 shares owned by
Tenancy in Common with a third party;
7,750 shares owned individually; and a
warrant to purchase 60,625 shares of
Common Stock owned directly.
QLP is a Wisconsin limited partnership. RPI, a
Wisconsin corporation, is the managing general
partner of QLP. RWW is the president and a
shareholder of RPI.
Item 4(b). Percent of Class.
(i) QLP: 15.5%
(ii) RPI: 15.5%
(iii) RWW: 15.9%
Item 4(c). Number of shares as to which each person has:
A. Sole power to vote or to direct the vote:
(i) QLP: 2,302,284 shares of
Common Stock, including a warrant
to purchase 60,625 shares of Common
Stock.
(ii) RPI: 2,302,284 shares of
Common Stock, including a warrant
to purchase 60,625 shares of Common
Stock, indirectly through QUAESTUS
Limited Partnership.
(iii) RWW: 2,375,659 shares
of Common Stock, including warrants
to purchase 121,250 shares of Common
Common Stock. RWW's shares include
2,302,284 shares and a warrant owned
by QUAESTUS Limited Partnership;
5,000 shares by Tenancy in Common with
a third party; 7,750 shares owned
individually; and a warrant to
purchase 60,625 shares of Common
Stock owned directly.
<PAGE>
B. Shared power to vote or to direct the vote:
(i) RWW: 500 shares of Common
Stock indirectly through Spouse.
C. Sole power to dispose or to direct the disposition of:
(i) QLP: 2,302,284 shares of
Common Stock, including a warrant
to purchase 60,625 shares of Common
Stock.
(ii) RPI: 2,302,284 shares of
Common Stock, including a warrant
to purchase 60,625 shares of Common
Stock, indirectly through QUAESTUS
Limited Partnership.
(iii) RWW: 2,375,659 shares of
Common Stock, including warrants to
purchase 121,250 shares of Common Stock.
RWW's shares include 2,302,284 shares
and a warrant owned by QUAESTUS Limited
Partnership; 5,000 shares by Tenancy in
Common with a third party; 7,750 shares
held individually; and a warrant to
purchase 60,625 shares of Common
Stock owned directly.
D. Shared power to dispose or to direct the disposition of:
(i) RWW: 500 shares of Common
Stock indirectly through Spouse.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another.
None.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
None.
Item 8. Identification and Classification of Members of the Group.
None.
<PAGE>
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
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: January 30, 1997 QUAESTUS LIMITED PARTNERSHIP
By: /s/ Richard W. Weening
--------------------------
Richard W. Weening
President, RPI Holdings, Inc.
the Managing General Partner
Dated: January 30, 1997 RPI HOLDINGS, INC.
By: /s/ Richard W. Weening
----------------------------
Richard W. Weening, President
Dated: January 30, 1997 By: /s/ Richard W. Weening
--------------------------
Richard W. Weening
<PAGE>
EXHIBIT A
RULE 13d-1 (f)(1)
The undersigned, on this 30th day of January,
1997 agree and consent to the joint filing on behalf of
this Schedule 13G in connection with their beneficial
ownership of the common stock of ARI Network Services,
Inc.
QUAESTUS LIMITED PARTNERSHIP
By: /s/ Richard W. Weening
-------------------------
Richard W. Weening
President, RPI Holdings, Inc.,
the Managing General Partner
RPI HOLDINGS, INC.
By: /s/ Richard W. Weening
----------------------------
Richard W. Weening, President
By: /s/ Richard W. Weening
-----------------------------
Richard W. Weening
