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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ASPEN IMAGING INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
045301108
(CUSIP Number)
Stephen R. Kalette, 3830 Kelley Avenue, Cleveland OH 44114 (216) 881-5300 X3200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 1995
(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 the 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 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 the following page(s)
Page 1 of 7 Pages
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CUSIP No. 045301108 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Buckeye Business Products, Inc. Division of Bobbie Brooks, Incorporated
2 Check the Appropriate Box if a member of a Group* (a) / /
(b) / x /
3 SEC USE ONLY
4 Source of Funds*
WC, OO, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (2e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,983,388
PERSON
WITH 9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,983,388
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,983,388
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 045301108 13D Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert H. Kanner
2 Check the Appropriate Box if a member of a Group* (a) / /
(b) / x /
3 SEC USE ONLY
4 Source of Funds*
PF, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (2e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,983,388
PERSON
WITH 9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,983,388
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,983,388
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 045301108 13D Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pubco Corporation
2 Check the Appropriate Box if a member of a Group* (a) / /
(b) / x /
3 SEC USE ONLY
4 Source of Funds*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (2e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,983,388
PERSON
WITH 9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,983,388
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,983,388
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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ITEM 3. Source and Amount of Funds and Other Consideration.
---------------------------------------------------
The Schedule 13D is amended to reflect purchases, in privately
negotiated and open market transactions, of additional shares of the
Issuer's Common Stock by the Buckeye Business Products, Inc. Division
of Bobbie Brooks, Incorporated ("Buckeye"). The Purchase Prices were
derived from working capital resources of Buckeye. These purchases
increased the percentage of the Issuer's shares owned by Buckeye.
The Schedule 13D is also amended to reflect a change in the percentage
of the Issuer's shares owned by Buckeye resulting from additional
repurchases by the Issuer of its own shares in the open market.
ITEM 4. Purpose of Transactions.
------------------------
The purpose of the purchases by Buckeye was to increase Buckeye's
percentage ownership in the stock of the Issuer. Buckeye, its 91%
stockholder Pubco Corporation ("Pubco"), and/or Pubco's principal
stockholder Robert H. Kanner ("Kanner") might purchase additional
shares of stock of the Issuer at some time or times in the future.
On October 24, 1995, Pubco announced that it had made separate
proposals to Bobbie Brooks, Incorporated ("Brooks") and to the
Issuer, which if accepted, would result in Pubco owning 100% of
Brooks and the assets of Issuer, and the stockholders of Brooks and
the Issuer receiving Pubco Common Stock.
The proposal made to Brooks would provide for the merger of Brooks
into a wholly owned subsidiary of Pubco and the conversion of each
six shares of Brooks' Common Stock into one share of Pubco Common
Stock. The proposal made to the Issuer would provide for the
acquisition of the assets of the Issuer by a wholly owned subsidiary
of Pubco for Pubco Common Stock and the distribution to former
stockholders of the Issuer of one share of Pubco Common Stock for
each seven shares of the Issuer's Common Stock owned by them.
The proposals are subject to the approval of Pubco's stockholders and
the approval of the Board of Directors and stockholders of each of
Brooks and the Issuer, after each of those companies has received
advice from its independent financial advisor.
ITEM 5. Interest in Securities of the Issuer.
-------------------------------------
(a) The Schedule 13D is amended to reflect that Buckeye acquired
235,000 additional shares of the Issuer's Common Stock in the
following privately negotiated transactions:
40,000 shares purchased December 1, 1995 at $0.85714 per share;
40,000 shares purchased December 1, 1995 at $0.85714 per share;
40,000 shares purchased December 1, 1995 at $0.85714 per share;
115,000 shares purchased December 6, 1995 at $0.85714 per share.
Page 5 of 7 Pages
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The Schedule 13D is also amended to reflect that Buckeye
acquired 14,000 additional shares of the Issuer's Common Stock
in the following open market purchases:
8,000 shares purchased December 6, 1995 at $0.71875 per share,
plus a commission of $0.02525 per share, for an aggregate
purchase price of approximately $0.74416 per share.
6,000 shares purchased December 8, 1995 at $0.71875 per share,
plus a commission of $0.02525 per share, for an aggregate
purchase price of approximately $0.74416 per share.
As a result of the above transactions, Buckeye is now the owner
of an aggregate of 1,983,388 shares of the Issuer's Common Stock.
The Issuer has been purchasing its own shares in the open market
since February 15, 1995. As a result of additional purchases
made by the Issuer between August 31, 1995 and September 20,
1995, the Issuer's outstanding shares have decreased and the
Issuer now has outstanding 3,988,756 shares of its Common Stock.
The privately negotiated and open market purchases by Buckeye of
additional shares of the Issuer's Common Stock and the purchases
in the open market by the Issuer of its own shares of Common
Stock have resulted in an increase in the percentage of the
Issuer's issued and oustanding Common Stock owned by Buckeye to
approximately 49.7%.
(b) Buckeye, Kanner and Pubco may be deemed to have shared power to
vote and to dispose or to direct the disposition of all of the
Issuer's shares owned by Buckeye.
(c) Other than as set forth above, none of Buckeye, Pubco or Kanner
had effected any transactions in the Issuer's Common Stock
during the 60 days preceeding the event requiring the filing of
this Amended Schedule 13D.
(d) Neither Kanner nor Pubco own any of the Issuer's shares of
record. Kanner is the majority stockholder of Pubco and Pubco
is the controlling stockholder of Brooks and as such, Kanner and
Pubco may be deemed to be the owner of the Issuer's shares owned
by Buckeye. Buckeye, Pubco and Kanner may be deemed to have
shared power to vote and to dispose or to direct the disposition
of all of the Issuer's shares owned by Buckeye.
ITEM 7. Material to be Filed as Exhibits.
---------------------------------
None
EXCEPT AS SET FORTH ABOVE, THE SCHEDULE 13D, AS PREVIOUSLY AMENDED, TO
WHICH THIS AMENDMENT RELATES, REMAINS UNCHANGED.
Page 6 of 7 Pages
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SIGNATURES
After resasonable 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.
BUCKEYE BUSINESS PRODUCTS, INC.
Division of BOBBIE BROOKS, INCORPORATED
December 8, 1995 By /s/ Robert H. Kanner
---------------------------------
Robert H. Kanner, Chairman & CEO
PUBCO CORPORATION
December 8, 1995 By /s/ Robert H. Kanner
---------------------------------
Robert H. Kanner, President
December 8, 1995 /s/ Robert H. Kanner
-----------------------------------
Robert H. Kanner, individually
Page 7 of 7 Pages
