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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. 4)
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)
December 29, 1998
(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 NO. OF ABOVE PERSON
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 624,880 SHARES
BENEFICIALLY -------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 0 SHARES
PERSON WITH -------
9. SOLE DISPOSITIVE POWER
624,880 SHARES
-------
10. SHARED DISPOSITIVE POWER
0 SHARES
-------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
624,880 SHARES
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.1%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
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Item 1. Security and Issuer.
--------------------
The undersigned hereby supplements and amends the Schedule
13D, dated May 30, 1997, as amended (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. The second paragraph of Item 4 of the Statement
is hereby amended in its entirety to read as follows:
"Steven B. Lapin, Vice President of GC, and one other
representative of GC, are members of the Company's Board of
Directors."
Item 5. Interest in Securities of the Issuer.
-------------------------------------
GC is the beneficial owner of and has the power to vote and
dispose of 345,040 shares of Common Stock and 279,840 Common
Stock Purchase Warrants ("Warrants"), constituting 47.1%
of the outstanding shares of Common Stock as determined for
purposes of this Statement. The Warrants were received from the
Company on December 17, 1997 as a pro rata distribution to
holders of record of the Company's Common Stock as of June 5,
1997. As noted in Item 2 hereof, Mr. Edward Netter may be deemed
to be the controlling person of GC.
The following shares of Common Stock were acquired during
the past sixty days 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
---- --------------- -------------
12/11/98 $10.02 600
12/15/98 10.02 1,800
12/22/98 9.77 2,500
12/23/98 9.65 4,100
12/29/98 9.58 9,000
To the best of their knowledge, except as otherwise
described in the Statement, neither of the Item 2 Persons nor
any of their officers and directors beneficially owns any Common
Stock or Warrants. In addition, except as otherwise described in
the Statement, neither of the Item 2 Persons nor any of their
officers or directors has effected any transaction in any Common
Stock or Warrants during the past sixty days.
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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: David T. Kettig, Secretary
__________________________
David T. Kettig, Secretary
December 29, 1998
