UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
ARI Network Services, Inc.
(Name of Issuer)
Common Stock $.001 par value
(Title of Class of Securities)
001930-10-6
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 55,834 shares of Common Stock
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 55,834 shares of Common Stock
WITH
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,834 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
1.1%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON SS. or I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Quaestus Management Corp.
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 10,000 shares of Common Stock
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 10,000 shares of Common Stock
WITH
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000 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
0.2%
12 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<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
306,816 shares of Common Stock
(includes 55,834 shares held indirectly
through Quaestus Limited Partnership).
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 306,816 shares of Common Stock
PERSON (includes 55,834 shares held
WITH indirectly through Quaestus Limited
Partnership)
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
306,816 shares of Common Stock (includes
55,834 shares held 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
6.0%
12 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<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
340,789 shares of Common Stock,
including the shares owned by RPI Holdings,Inc.,
NUMBER OF Quaestus Limited Partnership and
SHARES Quaestus Management Corp.
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 125 shares of Common Stock, indirectly
REPORTING through Spouse.
PERSON
WITH 7 SOLE DISPOSITIVE POWER
340,789 shares of Common Stock,
including the shares owned by RPI Holdings, Inc.,
Quaestus Limited Partnership, and
Quaestus Management Corp.
8 SHARED DISPOSITIVE POWER
125 shares of Common Stock, indirectly
through Spouse.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
340,914 shares of Common Stock, including
the shares owned by RPI Holdings, Inc.,
Quaestus Limited Partnership, Quaestus
Management Corp., and 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
6.65%
12 TYPE OF REPORTING PERSON*
IN, HC
* SEE INSTRUCTION BEFORE FILLING OUT!
<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) QUAESTUS Management Corp. ("QMC")
(iii) RPI Holdings, Inc. ("RPI")
(iv) Richard W. Weening ("RWW")
Item 2(b). Address of Principal Business Office.
(i) QLP: 111 E. Kilbourn Avenue
Suite 2700
Milwaukee, WI 53202
(ii) QMC: 111 E. Kilbourn Avenue
Suite 2700
Milwaukee, WI 53202
(iii) RPI: 111 E. Kilbourn Avenue
Suite 2700
Milwaukee, WI 53202
(iv) RWW: 111 E. Kilbourn Avenue
Suite 2700
Milwaukee, WI 53202
Item 2(c). Citizenship.
(i) QLP: Wisconsin
(ii) QMC: Delaware
(iii) RPI: Wisconsin
(iv) RWW: Wisconsin
Item 2(d). Title and Class of Securities.
Common Stock $.001 par value
Item 2(e). CUSIP Number.
001930 10 6
<PAGE>
Item 3. Identification.
Not Applicable
Item 4(a). Amount Beneficially Owned.
(i) QLP: 55,834 shares of Common Stock,
including a warrant to purchase 15,157
shares of Common Stock.
(ii) QMC: 10,000 shares of Common Stock.
(iii) RPI: 306,816 shares of Common
Stock, including 40,677 shares of Common
Stock and a warrant to purchase 15,157
shares of Common Stock held indirectly
through QUAESTUS Limited Partnership.
(iv) RWW: 340,914 shares of Common
Stock, including warrants to purchase
30,314 shares of Common Stock. RWW's
shares include 40,677 shares and a
warrant owned by QUAESTUS Limited
Partnership; 10,000 shares of Common
Stock owned by QMC; 250,982 shares of
Common Stock owned by RPI Holdings,
Inc.; 125 shares of Common Stock owned
by Spouse; 1,125 shares owned by Tenancy
in Common with a third party; 2,563
shares owned individually; a warrant to
purchase 15,157 shares of Common Stock
owned directly; and options for 5,128
shares.
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 QMC and RPI.
Item 4(b). Percent of Class.
(i) QLP: 1.1%
(ii) QMC: 0.2%
(ii) RPI: 6.0%
(iii) RWW: 6.65%
Item 4(c). Number of shares as to which each person has:
A. Sole power to vote or to direct the vote:
(i) QLP: 55,834 shares of Common Stock.
(ii) QMC: 10,000 shares of Common Stock.
(iii) RPI: 306,816 shares of Common Stock.
(iv) RWW: 340,789 shares of Common Stock.
<PAGE>
B. Shared power to vote or to direct the vote:
(i) RWW: 125 shares of Common Stock indirectly through Spouse.
C. Sole power to dispose or to direct the disposition of:
(i) QLP: 55,834 shares of Common Stock.
(ii) QMC: 10,000 shares of Common Stock.
(iii) RPI: 306,816 shares of Common Stock.
(iv) RWW: 340,789 shares of Common Stock.
D. Shared power to dispose or to direct the disposition of:
(i) RWW: 125 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: February 15, 1999 QUAESTUS LIMITED PARTNERSHIP
By:/s/ Richard W. Weening
----------------------------
Richard W. Weening
President, RPI Holdings, Inc.
the Managing General Partner
Dated: February 15, 1999 QUAESTUS MANAGEMENT CORP.
By:/s/ Richard W. Weening
-----------------------------
Richard W. Weening, President
Dated: February 15, 1999 RPI HOLDINGS, INC.
By:/s/ Richard W. Weening
-------------------------------
Richard W. Weening, President
Dated: February 15, 1999 /s/ Richard W. Weening
--------------------------------
Richard W. Weening
RULE 13d-1 (f)(1)
The undersigned, on this 15th day of February,
1999 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
QUAESTUS MANAGEMENT CORP.
By:/s/ Richard W. Weening
------------------------------
Richard W. Weening, President
RPI HOLDINGS, INC.
By:/s/ Richard W. Weening
-------------------------------
Richard W. Weening, President
/s/ Richard W. Weening
--------------------------------
Richard W. Weening
