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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934
Quantech, Ltd.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
74762K108
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(CUSIP Number)
Gary S. Kohler, Vice President
Okabena Investment Services, Inc.
5140 Norwest Center
90 South Seventh Street, Minneapolis, MN 55402-4139
(612) 339-7151
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(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
September 19, 1996
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(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (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 less than five percent 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 should 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 1 of 5 Pages
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CUSIP No. 74762K108
________________________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Okabena Partnership K, a Minnesota general partnership 41-1642281
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
WC
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
N/A
________________________________________________________________________________
(6) Citizenship or Place of Organization
Minnesota
________________________________________________________________________________
Number of (7) Sole Voting Power 2,295,328 shares
Shares _________________________________________________________________
Beneficially (8) Shared Voting Power -0- shares
Owned by _________________________________________________________________
Each Reporting (9) Sole Dispositive Power 2,295,328 shares
Person _________________________________________________________________
With (10) Shared Dispositive Power -0- shares
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,295,328 shares
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
N/A
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
4.9%
________________________________________________________________________________
(14) Type of Reporting Person (See Instructions)
PN
Page 2 of 5 pages
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This second amendment (first electronic amendment) to Schedule 13D amends the
original Schedule 13D filed March 11, 1994 and Amendment No. 1 filed January 10,
1996.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is
the common stock (the "Common Stock") of Quantech, Ltd. (the "Issuer"). The
principal executive offices of the Issuer are located at 1419 Energy Park Drive,
St. Paul, MN 55108
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c). This statement is being filed by Okabena Partnership
K, a Minnesota general partnership. Its principal business is investment.
Okabena Investment Services, Inc., a Minnesota corporation, is the corporate
managing partner of the Reporting Person and its principal business is to
provide investment and administrative services. Their principal offices are
located at 5140 Norwest Center, 90 South Seventh Street, Minneapolis, Minnesota
55402-4139.
(d) and (e). During the last five years, no Reporting Person and
no person listed on Exhibit A filed with the original Schedule 13D has (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been 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 judgement, 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) U.S.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Working capital
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person's purpose for acquiring the Common Stock was
for investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) See Schedule 13D cover page, rows (7) through (11)
inclusive and (13). Based on the Issuer's most recent Form 10-KSB for the
fiscal year ended June 30, 1996 filed with the Securities and Exchange
Commission, it had 46,900,729 shares outstanding on August 8, 1996. Since the
date of Amendment No. 1 to Schedule 13D, the Issuer's shares outstanding have
increased from 40,666,588 to 46,900,759. The combined effect of the issuance of
the additional 6,234,171 shares of Common Stock with the Reporting Person's
aggregate sales of 470,000 shares of Common Stock reported herein is a reduction
in the Person's beneficial ownership, on a percentage basis, from 6.8% on
January 10, 1996 to 4.9% as of September 19, 1996.
Page 3 of 5 pages
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(c) The Reporting Person disposed of the shares set forth in the
accompanying table in open market transactions :
Date of Shares Average
Sale Sold Sale Price
------ ------ ----------
8/22/96 100,000 .975
8/27/96 35,000 .930
8/30/96 35,000 .875
9/3/96 30,000 .835
9/5/96 25,000 .860
9/9/96 30,000 .830
9/10/96 50,000 .810
9/12/96 30,000 .760
9/16/96 35,000 .760
9/19/96 100,000 .593
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470,000
(d) Except as set forth herein, there have been no other
transactions in the Common Stock of the Issuer effected during the last sixty
days by the persons listed in Item 2. The Reporting Person ceased being the
beneficial owner of more than five percent of the Issuer's Common Stock on
September 19, 1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH
RESPECT TO THE SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
Page 4 of 5 pages
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 20, 1996 OKABENA PARTNERSHIP K
By: Okabena Investment Services, Inc.
Its Managing Partner
By: /s/ Gary S. Kohler
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Gary S. Kohler, Vice President
Page 5 of 5 pages
