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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. 14)
AMERICAN EDUCATIONAL PRODUCTS, INC.
(Name of Issuer)
Common Stock, par value $0.05 per share
(Title of Class of Securities)
02553T103
(Cusip Number)
Steven B. Lapin
96 Cummings Point Road
Stamford, CT 06902 (203) 358-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 11, 2000
(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 936,501 SHARES
BENEFICIALLY -------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 0 SHARES
PERSON WITH -------
9. SOLE DISPOSITIVE POWER
936,501 SHARES
-------
10. SHARED DISPOSITIVE POWER
0 SHARES
-------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 936,501 SHARES
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.8%
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 11, 2000, the Company's Board of Directors and GC
agreed to a proposed merger of GC (or a subsidiary thereof) into
the Company pursuant to which all minority holders of Common
Stock would receive $10.00 per share in cash. Consummation of
the merger would be subject, among other conditions, to (i)
satisfactory completion by GC of its due diligence review of the
Company's business, assets and liabilities, (ii) execution and
delivery of a definitive merger agreement and such other
documentation (including regulatory filings) as may be requisite
or appropriate and (iii) receipt by the Company of an
independent fairness opinion. The merger is expected to become
effective by the early part of the fourth quarter.
In a separate action, the Company has declared a special
cash dividend in the aggregate amount of $780,500 payable pro
rata to holders of the Company's Common Stock of record on
August 18, 2000; GC has informed the Company that it has not
determined whether it will exercise all or any portion of its
279,840 Warrants prior to the record date. Reference is made to
the Company's public press release of July 11, 2000.
Pending consummation of the proposed merger, GC may
continue to acquire shares of Common Stock and/or Warrants in
the open market at times and at prices which it determines are
appropriate.
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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/ Steven B. Lapin
-------------------
Steven B. Lapin
July 12, 2000
