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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. 12)
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)
April 28, 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 5. Interest in Securities of the Issuer.
As a result of a clerical error, Item 5 is amended to read
in its entirety as follows:
GC is the beneficial owner of and has the power to vote and
dispose of 656,661 shares of Common Stock (constituting 60.7%
of the outstanding voting stock) and 279,840 Common Stock
Purchase Warrants ("Warrants"); as determined for purposes of
this Statement, the foregoing constitutes 68.8% 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.
Effective April 20, 2000, GC acquired 34,540 shares of
Common Stock at $9.25 per share (the last trade price of the
Common Stock on NASDAQ an April 19, 2000) in private
transactions from the four resigning directors.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
On April 28, 2000, GC committed to purchase, from four
senior managers of the Company, an aggregate of 46,709 shares of
Common Stock at a price per share, in cash, of $9.25 (the last
trade of the Common Stock of NASDAQ prior to April 28, 2000). It
is expected that funds for any such purchases would be derived
from GC's working capital. Because such shares would be
purchased by GC only upon the request of such managers
subsequent to August 15, 2000, GC has not reported such shares
as representing an increase in GC's majority share ownership
stake in the Company, which remains at 656,661 shares of Common
Stock (constituting 60.7% of the outstanding voting stock),
together with 279,840 Common Stock Purchase Warrants (which,
together with the Common Stock ownership of GC, would
constitute, if exercised, 68.8% of the outstanding shares of the
Common Stock).
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 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/ David T.Kettig
-------------------------------
David T. Kettig, Secretary
May 4, 2000
