U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The American Education Corporation
(Name of Issuer)
Common Stock, $.025 par value
(Title of Class of Securities)
02553P 10 1
(CUSIP NUMBER)
Jeffrey E. Butler
The American Education Corporation
7506 North Broadway Ext., Suite 505
Oklahoma City, Oklahoma 73116
(Name, Address and Telephone Number of Person authorized to
Receive
Notices and Communications)
June 15, 1991
(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 [_____].
Note: Schedules filed in paper format shall include a signed
original and five copies of this schedule, including all
exhibits. See Section 240.13d-7(b) for other parties to whom
copies are to be sent.
CUSIP NO. 02553P 10 1
1. Name of Reporting Person
John D. Garber *
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds
PF/00
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
6,205,461 (consisting of 5,833,990
shares and options for 371,471 shares
exercisable within 60 days)
Shares 8. Shared Voting Power
Beneficially 0
Owned by Each 9. Sole Dispositive Power
Reporting Person 6,205,461 (consisting of 5,833,990
With Shares and options for 371,471 shares
exercisable within 60 days)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,205,461 (consisting of 5,833,990 shares and options for
371,471 shares exercisable within 60 days)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [__]
13. Percent of Class Represented by Amount in Row (11)
48.6%
14. Type of Reporting Person
IN
* See Item 3 Below
Item 1. Security and Issuer.
- -----------------------------
Title of class of equity securities:
common stock, $0.025 par value
Issuer:
The American Education Corporation
Address of principal executive offices:
7506 North Broadway, Suite 505
Oklahoma City, Oklahoma 73116
Item 2. Identity and Background.
- ---------------------------------
This statement is filed by John D. Garber. Mr. Garber's
residence address is 7011 Lavender Way, Carlsbad, CA 92009.
Mr. Garber is a retired private investor. The address of The
American Education Corporation is 7506 North Broadway, Suite 505,
Oklahoma City, Oklahoma 73116. Mr. Garber has not, during the
last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or 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 judgment, 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. Mr. Garber is a citizen of
the United States.
Item 3. Source and Amount of Funds or Other Consideration.
- -----------------------------------------------------------
The purchase price for the shares and options for shares came
from personal funds of Mr. Garber. Mr. Garber converted debt and
accrued interest between 1991 and 1996 in the amount of
$1,149,377 into 4,183,269 shares of the Company's Common Stock.
In 1993 Mr. Garber exercised warrants in the amount of $20,000
for 100,000 shares of the Company's Common Stock. In 1994 Mr.
Garber purchased 167,745 shares of the Company's Common Stock for
$80,706 and invested $541,720 in convertible preferred stock that
was converted into 1,632,022 shares of the Company's Common
stock. In 1997 Mr. Garber sold 75,399 shares and in 1998 sold
173,647 shares of the Company's Common Stock. As of March 31,
1998 Mr. Garber beneficially owned 5,833,990 shares as follows:
The John D. Garber and Clare C. Garber Trust owns 5,428,288; the
Garland Gember Corporation Defined Benefit Plan Trust, of which
J. D. Garber and C. C. Garber are the trustees owns 400,000
shares, and John D. Garber owns 5,702 shares.
Item 4. Purpose of Transaction.
- --------------------------------
The purpose of the acquisitions of the shares of common stock and
options by Mr. Garber is for investment, and the purchases were
made in the ordinary course of business. Mr. Garber may make
further purchases of share of common stock from time to time and
may dispose of any or all of the shares of common stock
beneficially owned by him at any time, subject to applicable
securities laws. Mr. Garber does not have any current plans or
proposals, which relate to, or could result in, any of the
matters referred to in paragraphs (b) through (j), inclusive,
of Item 4 in Schedule 13D. Mr. Garber may, at any time and from
time to time, review or reconsider his position and formulate
plans or proposals with respect thereto, but has no present
intention of doing so.
Item 5. Interest in Securities of the Issuer.
- ----------------------------------------------
(a) The aggregate number of shares of common stock of the issuer
beneficially owned by Mr. Garber is 6,205,461 or
approximately 48.6%.
(b) Mr. Garber has the sole power to vote and to dispose of
5,833,990 shares of the issuer and the sole power to
dispose of the 371,471 options.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
- -----------------------------------------------------------------
Not Applicable.
Item 7. Material to be Filed as Exhibits.
- -----------------------------------------
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: May 12, 1998
/s/John D. Garber
