-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VTaVLeMVgJS0HXQRvLIbJQuiLoPZUqCIepzJ/Y/RvTcmPQVtvB4Tis7N1ZgXtDsA Dfcdm/p0TIfB81oHs0PLag== 0000889812-96-001365.txt : 19960926 0000889812-96-001365.hdr.sgml : 19960926 ACCESSION NUMBER: 0000889812-96-001365 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960925 SROS: NASD GROUP MEMBERS: APPLEWOOD ASSOCIATES L P GROUP MEMBERS: APPLEWOOD CAPITAL CORP. GROUP MEMBERS: BARRY FINGERHUT GROUP MEMBERS: BARRY RUBENSTEIN GROUP MEMBERS: IRWIN LIEBER GROUP MEMBERS: JONATHAN LIEBER GROUP MEMBERS: SETH LIEBER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARI NETWORK SERVICES INC /WI CENTRAL INDEX KEY: 0000879796 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 391388360 STATE OF INCORPORATION: WI FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42176 FILM NUMBER: 96634417 BUSINESS ADDRESS: STREET 1: 330 EAST KILBOURN AVE STREET 2: SUITE 200 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142787676 MAIL ADDRESS: STREET 1: 330 E KILBOURN AVENUE STREET 2: SUITE 200 CITY: MILWAUKEE STATE: WI ZIP: 53202-3166 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APPLEWOOD ASSOCIATES L P CENTRAL INDEX KEY: 0000885787 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 68 WHEATLEY RD CITY: BROOKVILLE STATE: NY ZIP: 11545 BUSINESS PHONE: 2127358600 SC 13D 1 STATEMENT OF BENEFICIAL OWNERSHIP 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)) - 1 of 13 - 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! - 2 of 13 - 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! - 3 of 13 - 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! - 4 of 13 - 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! - 5 of 13 - 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! - 6 of 13 - 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! - 7 of 13 - 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! - 8 of 13 - 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. - 9 of 13 - 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 - 10 of 13 - 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. - --------------- (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. - 11 of 13 - 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. - 12 of 13 - 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). - 13 of 13 - -----END PRIVACY-ENHANCED MESSAGE-----