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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMERICAN EDUCATIONAL PRODUCTS, INC.
-----------------------------------
(Name of Issuer)
Common Stock, par value $0.05 per share
---------------------------------------
(Title of Class of Securities)
02553T103
--------------
(Cusip Number)
David T. Kettig
96 Cummings Point Road
Stamford, CT 06902 (203) 358-8000
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 22, 1997
------------------------------------------------------
(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: 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 or the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
CUSIP No. 02553T103
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1. NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
G.C. Associates Holdings Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER 7. SOLE VOTING POWER
OF SHARES 279,840 SHARES
BENEFICIALLY -------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 0 SHARES
PERSON WITH -------
9. SOLE DISPOSITIVE POWER
279,840 SHARES
-------
10.SHARED DISPOSITIVE POWER
0 SHARES
-------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
279,840 SHARES
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.5%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
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Item 1. Security and Issuer.
--------------------
This Statement relates to the Common Stock, par value $.05
per share (the "Common Stock"), of American Educational Products,
Inc., a Colorado corporation (the "Company"), which has its
principal executive offices at 5350 Manhattan Circle - Suite 210,
Boulder, Colorado 80303.
Item 2. Identity and Background.
------------------------
This Statement is being filed by G.C. Associates Holdings
Corp., a Delaware corporation ("GC"), with principal offices at 96
Cummings Point Road, Stamford, Connecticut 06902. GC is engaged in
holding investments. Geneve Holdings, Inc., a Delaware corporation
("GHI), with principal offices at 96 Cummings Point Road,
Stamford, Connecticut 06902, is the indirect controlling
shareholder of GC. GHI is a financial services holding company
(collectively with GC, the "Item 2 Persons"). By viture of his
direct or indirect holdings of capital stock of GHI, Mr. Edward
Netter may be deemed to be the controlling person thereof and
therefore the controlling person of GC.
The (i) name, (ii) residence or business address, (iii)
present principal occupation or employment, and (iv) name,
principal business and address of any corporation or other
organization in which such employment is conducted (except to the
extent such principal business and address is set forth in this
Item 2), of each executive officer and director of each of the
Item 2 Persons are set forth in Exhibit A and are incorporated
herein by reference. All such persons are United States citizens.
During the last five years, neither of the Item 2 Persons nor
any or their respective executive officers or directors has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). In addition, during the last five years,
neither of such corporations nor their respective executive
officers or directors was 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.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
All of the shares of Common Stock purchased by or on behalf
of GC were acquired from working capital funds.
Item 4. Purpose of Transaction.
-----------------------
The shares of Common Stock owned by GC were acquired for
investment; GC reserves the right to acquire additional shares of
Common Stock as well as to dispose of any or all of the shares
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owned by it at any time or from time to time and at prices
determined by it.
Except as otherwise described above, GC has no plans or
proposals which relate to or would result in: (i) the acquisition
by any person of additional securities of the Company, or the
disposition of securities of the Company; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;(iv) any change in the present
Board of Directors or management of the Company, including any
plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Board; (v) any material change
in the present capitalization or dividend policy of the Company;
(vi) any other material change in the business or corporate
structure of the Company; (vii) any changes in the charter or by-
laws of the Company or any instruments corresponding thereto or
other actions which may impede the acquisition of control of the
Company by any person; (viii) causing a class of securities of the
Company to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (ix) a
class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (x) any action
similar to any of those enumerated above.
GC reserves the right to change its intention with respect to
any or all matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
GC is the beneficial owner of and has the power to vote and
dispose of 279,840 shares of Common Stock, constituting 30.5% of
the outstanding shares of Common Stock as of the date of the
information most recently available to GC. As noted in Item 2
hereof, Mr. Edward Netter may be deemed to be the controlling
person of GC.
Mr. Arthur W. Nesbitt, a director of an affiliate of the Item
2 Persons, is the beneficial owner of and has sole power to vote
and dispose of 20 shares of Common Stock, constituting less than
.01% of the outstanding shares of Common Stock.
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The following shares of Common Stock were acquired in open-
market transactions by or on behalf of GC at the prices and on the
dates specified:
Date Price Per Share No. of Shares
------- --------------- -------------
4/17/97 2.8125 2,000
4/18/97 2.8125 2,000
4/21/97 2.9687 3,000
4/22/97 2.875 4,000
4/24/97 3.0 1,000
5/22/97 4.06 252,840
5/23/97 3.6857 15,000
To the best of their knowledge, except as described herein,
neither of the Item 2 Persons nor any of their officers and
directors beneficially owns any Common Stock. In addition, except
as described herein, neither of the Item 2 Persons nor any of
their officers or directors has effected any transaction in any
Common Stock during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
-------------------------------------------------------
None
Item 7. Material to be Filed as Exhibits.
---------------------------------
A. Officers and Directors of Item 2 Persons.
Signature
- ---------
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
G.C. Associates Holdings Corp.
By: /s/ David T. Kettig
--------------------------
David T. Kettig, Secretary
May 30, 1997
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EXHIBIT A
GENEVE HOLDINGS, INC.
---------------------
Present Principal
Name and Business Address or Occupation or
Position Held Residence Address Employment
- --------------- ---------------------- --------------------
Edward Netter 96 Cummings Point Road Chairman and Chief
Chairman of the Stamford, CT 06902 Executive Officer of
Board, President Geneve Corporation
and Director
Steven B. Lapin 96 Cummings Point Road President and Chief
Vice President Stamford, CT 06902 Operating Officer of
and Assistant Geneve Corporation
Secretary
Roy T.K. Thung 96 Cummings Point Road Executive Vice
Vice President Stamford, CT 06902 President and Chief
and Treasurer Financial Officer of
Geneve Corporation
William J. Petersen 96 Cummings Point Road Vice President -
Vice President - Stamford, CT 06902 Finance of
Finance Geneve Corporation
Brian R. Schlier 96 Cummings Point Road Director of Taxation
Director of Stamford, CT 06902 of Geneve Corporation
Taxation
David T. Kettig 96 Cummings Point Road Vice President -
Secretary Stamford, CT 06902 Legal and Secretary
of Geneve Corporation
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G.C. ASSOCIATES HOLDINGS CORP.
------------------------------
Present Principal
Name and Business Address or Occupation or
Position Held Residence Address Employment
- ------------- ------------------- -----------------
Edward Netter 96 Cummings Point Road Chairman and Chief
Chairman of the Stamford, CT 06902 Executive Officer of
Board, President Geneve Corporation
and Director
Steven B. Lapin 96 Cummings Point Road President and Chief
Vice President, Stamford, CT 06902 Operating Officer of
Assistant Geneve Corporation
Secretary
and Director
Roy T.K. Thung 96 Cummings Point Road Executive Vice
Vice President, Stamford, CT 06902 President and Chief
Treasurer Financial Officer
and Director of Geneve Corporation
William J. Petersen 96 Cummings Point Road Vice President -
Vice President - Stamford, CT 06902 Finance of
Finance Geneve Corporation
Brian R. Schlier 96 Cummings Point Road Director of Taxation
Director of Stamford, CT 06902 of Geneve Corporation
Taxation
David T. Kettig 96 Cummings Point Road Vice President -
Secretary Stamford, CT 06902 Legal and Secretary
of Geneve Corporation
