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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. 13)
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)
June 22, 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 June 22, 2000, GC delivered to the Company's Board of
Directors a letter expressing its proposal to merge GC (or a
subsidiary thereof) into the Company pursuant to which all
minority holders of Common Stock of the Company would receive
$10.00 per share in cash. GC further indicates that the proposed
per share price is based upon GC's review of the Company's
public information (including GC's calculation of the Company's
EBITDA for its most recent fiscal year) and the results of the
Company's fiscal quarter ended March 31, 2000. The letter also
states that GC would give immediate consideration to any further
information which the Company's Board (or any shareholder
representative that the Company may retain for this purpose)
would call to its attention. Reference is made to the letter, a
copy of which is annexed hereto as Exhibit A.
In the event the Company determines not to pursue the
proposed merger, GC may consider taking other action which could
result in the acquisition or disposition of securities of the
Company.
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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
June 22, 2000
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EXHIBIT A
G.C. ASSOCIATES HOLDINGS CORP.
96 CUMMINGS POINT ROAD
STAMFORD, CONNECTICUT 06902
June 22, 2000
TO: The Board of Directors of American Educational Products,
Inc.
Gentlemen:
G.C. Associates Holdings Corp. ("G.C. Associates") has
previously indicated in its Schedule 13-D that it may elect to
submit an offer to purchase American Educational Products, Inc.
("AMEP"). We now propose to merge G.C. Associates (or a
subsidiary thereof) into AMEP pursuant to which all minority
holders of AMEP common stock would receive $10.00 per share in
cash. The foregoing per share price is based upon our review of
AMEP's public information (including our calculation of AMEP's
EBITDA for its most recent fiscal year) and the results of
AMEP's fiscal quarter ended March 31, 2000. To the extent that
there is further information, financial or otherwise, which the
Board (or any shareholder representative that you may retain for
this purpose) would like to call to our attention, we would give
it immediate consideration.
Consummation of the transaction would be subject, among
other conditions, to (i) the satisfactory completion by G.C.
Associates of its due diligence review of AMEP's business,
assets and liabilities and (ii) execution and delivery of a
definitive merger agreement and such other documentation
(including regulatory filings) as may be requisite or
appropriate.
We request that you give immediate attention to this
proposal. Concurrent with the delivery of this letter, G.C.
Associates is filing an amendment to its Schedule 13-D
disclosing the subject matter hereof.
We look forward to your response.
Sincerely,
Steven B. Lapin
