PAGE 1 OF 4 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 6)
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)
November 14, 1999
(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 673,130 SHARES
BENEFICIALLY -------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 0 SHARES
PERSON WITH -------
9. SOLE DISPOSITIVE POWER
673,130 SHARES
-------
10. SHARED DISPOSITIVE POWER
0 SHARES
-------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
673,130 SHARES
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.6%
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. Purpose of Transaction.
-----------------------
Item 4 of the Statement is hereby amended to add the
following:
"On July 21, 1999, two representatives of GC, Richard
Ciurczak and John Crawford, were elected as members of the
Company's Board of Directors. Mr. Steven B. Lapin did not stand
for reelection.
On November 14, 1999, an affiliate of GC delivered to the
Company a letter expressing its intent to offer to purchase all
of the assets and substantially all of the liabilities
(exclusive of indebtedness) of the Company. The letter assumes
that the purchase price will be allocated to the Company's
outstanding indebtedness, common stock, warrants and stock
options, and indicates the amenability of such affiliate to
restructure the transaction as a cash merger or similar stock
transaction with an adjustment in the purchase price. Reference
is made to the letter, a copy of which is annexed hereto as
Exhibit B.
In the event the Company determines not to pursue the
proposed offer, GC may consider taking other action which could
result in the acquisition or disposition of securities of the
Company or a change in its present board of directors or
management. GC has not made any determination with respect to
the foregoing."
Item 5. Interest in Securities of the Issuer.
-------------------------------------
GC is the beneficial owner of and has the power to vote and
dispose of 393,290 shares of Common Stock and 279,840 Common
Stock Purchase Warrants ("Warrants"), constituting 49.6%
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.
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 or Warrants and
none of such persons 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: /s/ David T. Kettig
--------------------------
David T. Kettig, Secretary
November 15, 1999
Exhibit B
GENEVE CORPORATION
Ninety-Six Cummings Point Road Stamford, CT 06902
November 14, 1999
American Educational Products, Inc.
6550 Gunpark Drive
Suite 200
Boulder Co 80301-3337
Attn: Dr. Robert A. Scott, Chairman
Gentlemen:
This letter sets forth the intent of Geneve Corporation to
offer to purchase all of the assets and substantially all of the
liabilities of American Educational Products, Inc. and its
subsidiaries (collectively, "Seller"), subject to the following:
1. Geneve Corporation or one of its subsidiaries ("Buyer")
shall, on the closing date, acquire all of Seller's assets,
including, without limitation, the following: inventory,
equipment, sales orders and contracts, intangible assets
(including the names "Hubbard Scientific," "National Teaching
Aids," "Scott Resources", "Summit Learning", and "To Sew"),
records and documents (including mailing lists and catalogs) and
accounts receivable. Buyer shall assume all of Seller's
liabilities, except Buyer shall not assume any indebtedness of
Seller.
2. Based on the latest financial information available to
Buyer, Buyer shall pay, at closing, $17,000,000 cash; provided,
this amount may be adjusted based on Buyer's due diligence review
and Seller's audited financial statements. We assume that the
purchase price would be allocated to the Company's outstanding
indebtedness, common stock, warrants and stock options. The
closing shall take place as soon as practicable after
satisfaction of all of the conditions set forth in paragraph 4.
We are amenable, if beneficial to both parties, to restructuring
the transaction as a cash merger or similar stock transaction;
the purchase price would, of course, be adjusted accordingly.
3. For a period of five years from and after the closing date,
Seller shall not, directly or indirectly, engage in the United
States, Canada or Mexico in any business which is competitive
with Seller's business or own in excess of 5% of the equity of
any company which engages in a business substantially similar to
that of Seller, or solicit or do any business with any existing
customers of Seller. For a period of two years from and after the
closing date, Seller shall cause certain of its existing senior
management (as identified by Buyer) not to, directly or
indirectly, engage in the United States, Canada or Mexico in any
business which is competitive with Seller's business or own in
excess of 5% of the equity of any company which engages in a
business substantially similar to that of Seller, or solicit or
do any business with any existing customers of Seller.
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4. The transaction referred to in this letter is subject to and
expressly conditioned upon: (1) satisfactory completion by Buyer
of its due diligence review of Seller's business, assets and
liabilities, (2) approval of the Board of Directors of Buyer, and
(3) execution and delivery of a definitive purchase agreement and
such other documentation as may be appropriate or desirable. In
addition to the terms and conditions set forth herein, the
definitive purchase agreement shall contain such other terms and
conditions as may be mutually agreed upon, and such
representations, warranties, covenants and indemnities of Buyer
and Seller as are customarily provided therein. This letter shall
expire if not executed by Seller on or before 12:00 noon (EST) on
November 24, 1999.
5. We understand that your board over the course of the past
several months has been engaged in a process of evaluation of the
assets of Seller, and is in a position to make an informed
judgment with respect to considering whether to negotiate with a
third party. Accordingly, in order to induce Buyer to undertake
the extensive due diligence and expense that will be required,
Buyer must insist that from the date of execution of this letter
by Seller until the closing date, Seller shall not, and shall not
authorize or permit any officer, director or employee of Seller,
or any attorney, accountant, investment banker or other
representative of Seller to, directly or indirectly, encourage,
solicit, initiate or entertain inquiries or proposals from, or
provide confidential information to, or participate in any
discussions or negotiations with, any person or entity (other
than Buyer and its affiliates and their respective directors,
officers, employees and representatives) concerning any proposed
(i) merger, consolidation, business combination or other similar
transaction with Seller, (ii) sale, transfer or other disposition
of all or a substantial portion of the assets of Seller or (iii)
transaction in which any person would acquire beneficial
ownership of, or the right to acquire beneficial ownership of,
any voting capital stock of Seller; provided, however, Seller
shall not be precluded (on and after 14 days from the date of
execution of this letter by Seller) from entertaining any such
inquiries or proposals or taking such other action if in the good
faith judgment of Seller's Board of Directors a proposal shall be
forthcoming which is superior to that of Buyer and if, based upon
the written opinion of counsel, the same shall be required under
applicable law in the exercise of its fiduciary duties. Seller
shall immediately upon receipt of any inquiry or proposal provide
Buyer with the identity of such inquirer and a copy of such
proposal. In the event that the transaction contemplated hereby
does not close because Seller's Board of Directors elects to
pursue an offer that it deems to be superior, Seller shall pay
Buyer a fee of $475,000. If the transaction does not close for
any reason other than the failure of Buyer to close after
satisfaction of all conditions precedent, Seller shall reimburse
Buyer for all of its expenses.
6. It is understood that either of the parties hereto may, at
any time prior to the execution of definitive agreements,
withdraw from the transactions contemplated herein without
obligation to the other, and that this letter is not a binding or
enforceable agreement of either party but is solely intended as a
good faith expression of their intentions; provided, however,
that the obligation of Seller set forth in Section 5 hereof shall
be binding and enforceable against Seller from the date of
execution of this letter by Seller until the closing date.
Other than as set forth in Section 5 hereof, Buyer and
Seller will each pay its respective costs and expenses incurred
in connection with the transactions contemplated herein.
<PAGE>
IN WITNESS WHEREOF, this letter has been executed as of this
14th day of November, 1999.
GENEVE CORPORATION
By: /s/ Edward Netter
-----------------
AGREED TO AND ACKNOWLEDGED BY:
AMERICAN EDUCATIONAL PRODUCTS, INC.
By: _______________________________
Dated: ____________________________
