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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. 15)
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)
August 14, 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 946,801 SHARES
BENEFICIALLY -------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 0 SHARES
PERSON WITH -------
9. SOLE DISPOSITIVE POWER
946,801 SHARES
-------
10. SHARED DISPOSITIVE POWER
0 SHARES
-------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 946,801 SHARES
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.2%
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.
-----------------------
On August 14, 2000, the Company entered into a definitive
merger agreement with GC, its largest shareholder. Pursuant to
the merger, all minority shareholders of the Company on the
closing date will receive $10.00 per share in cash; in addition,
all shareholders of record on August 18, 2000 will receive a
special cash dividend of $780,750 representing between $.72 and
$.36 per share depending upon the number of the Company's
outstanding warrants exercised on or prior to the dividend
record date. GC determined not to exercise any of its Warrants
on or prior to such date.
Consummation of the merger is subject to, among other
conditions: (i) satisfactory completion of a due diligence
review by GC of the Company's business, assets and liabilities;
and (ii) execution and delivery of such documentation (including
regulatory filings) as may be requisite or appropriate. An
independent financial advisor has transmitted to the Company's
Board of Directors its preliminary opinion that the terms of the
merger are fair to minority shareholders from a financial point
of view. The Company intends to convene a shareholders' meeting
to vote upon the merger as soon as practicable following review
of proxy and other materials by regulatory authorities. Payment
of the special cash dividend, which will be made on October 30,
2000, is not contingent upon consummation of the merger.
The Company also announced that it has been served with a
civil lawsuit by a shareholder in connection with the merger.
William Federman commenced the suit in the District Court in
Boulder County, Colorado, on behalf of himself and, purportedly,
all others similarly situated. The compliant seeks an order
preventing the Company from proceeding with the GC merger or any
other business combination until an auction or other procedure
designed to obtain the highest possible price for shareholders
is held, and other relief. GC and its parent company, Geneve
Corporation, and members of the Company's Board of Directors
also have been served as defendants in the suit. The Company
has announced that it believes the Federman lawsuit is totally
without merit and intends to defend it vigorously. GC has the
right to terminate the merger at any time prior to closing if
there exists litigation which challenges any aspect of the
merger.
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Item 5. Interest in Securities of the Issuer.
-------------------------------------
GC is the beneficial owner of and has the power to vote and
dispose of 666,961 shares of Common Stock (constituting 61.3% of
the outstanding voting stock) and 279,840 Stock Purchase
Warrants ("Warrants"); as determined for purposes of this
Statement, the foregoing constitutes 69.2% of the outstanding
shares of Common Stock. 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.
On July 14, 2000, GC acquired 10,300 shares of Common Stock
at $9.67 per share in an open-market transaction.
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. 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: /s/ Steven B. Lapin
--------------------
Steven B. Lapin
August 17, 2000
