<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
AMERICAN EDUCATIONAL PRODUCTS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
02553T103
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing 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).
*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 purposes 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 6 pages
<PAGE> 2
CUSIP No. 02553T103 13G Page 2 of 6
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HEARTLAND ADVISORS, INC.
#39-1078128
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
WISCONSIN, U.S.A.
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 170,500
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING None
PERSON
WITH 7. SOLE DISPOSITIVE POWER
1,035,500
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,035,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.9%
12. TYPE OF REPORTING PERSON*
IA
<PAGE> 3
CUSIP No. 02553T103 13G Page 3 of 6
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HEARTLAND GROUP, INC.
#39-1572323
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND, U.S.A.
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 405,000
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING None
PERSON
WITH
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
405,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
12. TYPE OF REPORTING PERSON*
IV
<PAGE> 4
CUSIP NUMBER 02553T103 Page 4 Of 6 Pages
Item 1.
(a) Name of Issuer: American Educational Products, Inc.
(b) Address of Issuer's Principal Executive Offices:
3101 Iris Avenue, Ste. 215
Boulder, CO 80301
Item 2.
(a) Name of Person Filing: Heartland Advisors, Inc.
Heartland Group, Inc.
(b) Address of Principal Business Office:
Heartland Advisors, Inc.
790 North Milwaukee Street
Milwaukee, WI 53202
Heartland Group, Inc.
790 North Milwaukee Street
Milwaukee, WI 53202
(c) Citizenship: Heartland Advisors is a Wisconsin corporation.
Heartland Group is a Maryland corporation.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 02553T103
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a)_____ Broker or Dealer registered under Section 15 of
the Act.
(b)_____ Bank as defined in Section 3(a)(6) of
the Act.
(c)_____ Insurance company as defined in Section 3(a)(19)
of the Act.
(d)__X__ Investment company registered under Section 8 of
the Investment Company Act of 1940 with respect to Heartland
Group.
(e)__X__ Investment adviser registered under Section 203 of
the Investment Advisers Act of 1940 with respecct to Heartland
Advisors.
(f)_____ Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
Sec 240.13d-1(b)(1)(ii)(F).
<PAGE> 5
(g)_____ Parent Holding Company, in accordance with
Sec 240.13d-1(b)(ii)(G) (Note: See Item 1).
(h)_____ Group, in accordance with
Sec 240.13d-1(b)(1)(ii)(H).
Item 4. Ownership.
(a) Amount beneficially owned:
1,035,500 shares are beneficially owned within the meaning of Rule
13d-3 of the Securities Exchange Act of 1934 by Heartland Advisors; 405,000
shares of which are also beneficially owned by Heartland Group within the
meaning of the Rule.
(b) Percent of Class:
24.9% by Heartland Advisors, of which 9.8% is also held by Heartland
Group.
(c) For information on voting and dispositive power with respect to the
above listed shares, see Items 5-8 of the Cover Pages.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following:[ ]
Item 6. Ownership of more than Five Percent on Behalf of Another
Person.
The shares of common stock are held in investment advisory accounts of
Heartland Advisors. As a result, various persons have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities. As reported herein, the interests of one such
account, Heartland Group, Inc., a series investment company for which Heartland
Advisors serves as investment advisor, relates to more than 5% of the
class.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
<PAGE> 6
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
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.
DATE: January 9, 1996
HEARTLAND ADVISORS, INC.
By: PATRICK J. RETZER
------------------------
Patrick J. Retzer
Vice President/Treasurer
HEARTLAND GROUP, INC.
By: PATRICK J. RETZER
------------------------
Patrick J. Retzer
Vice President/Treasurer
