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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)*
AMERICAN EDUCATIONAL PRODUCTS, INC.
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(Name of Issuer)
Common Stock, par value $0.05 per share
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(Title of Class of Securities)
02553T103
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(Cusip Number)
David T. Kettig
96 Cummings Point Road
Stamford, CT 06902 (203) 358-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 19, 1997
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(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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The undersigned hereby supplements and amends the Schedule 13D
dated May 30, 1997 (the "Statement"), filed in connection with the
Common Stock, par value $.05 per share (the "Common Stock"), of
American Educational Products, Inc., a Colorado corporation (the
"Company"), as follows (reference is made to the Statement for
previously reported facts):
Item 4. Purpose of Transaction.
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Item 4 of the Statement is hereby amended in its entirety to
read as follows:
"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
owned by it, from time to time at prices determined by it.
Representatives of GC intend to discuss, from time to time, with
management of the Company, GC's investment in, and other matters
related to, the Company.
On June 19, 1997, Steven B. Lapin, Vice President of GC, was
appointed a member of the Company's Board of Directors; the
Company and GC have also agreed that an additional representative
of GC would be appointed as a director of the Company on or before
December 31, 1997.
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.
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GC reserves the right to change its intention with respect to
any or all matters referred to in this Item 4."
Signature
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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
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David T. Kettig, Secretary
June 24, 1997
