UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
American Educational Products, Inc.
-----------------------------------
(Name of the Issuer)
G. C. Associates Holdings Corp.
-------------------------------
(Names of Person Filing Statement)
Common Stock, par value $0.05 per share
---------------------------------------
(Title of Class of Securities)
02553T103
---------
(CUSIP Number of Class of Securities)
Steven B. Lapin
96 Cummings Point Road, Stamford, CT 06902; (203) 358-8000
---------------------------------------------------------
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [ [X] ] The filing of solicitation materials or an information statement
subject to Regulation 14A (ss.ss.240.14a-1 through 240.14b-2), Regulation
14C (ss.ss.240.14c-1 through 240.14c-101) or Rule 13e-3(c)
(ss.240.13e-3(c)) under the Securities Exchange Act of 1934 ("the Act").
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
<PAGE>
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ [X] ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
Calculation of Filing Fee
Transaction valuation*
Amount of filing fee
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
[ [X] ] Check the box if any part of the fee is offset as provided by
ss.240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,091.56
---------
Form or Registration No.: 14A
---
Filing Party: American Educational Products, Inc.
-----------------------------------
Date of Filing: December 29, 2000
-----------------
Item 1. Summary Term Sheet.
(a) The information set forth on the cover page of the Proxy Statement
(S.E.C. File #1-13799) under the captions "Notice of Special Meeting
of Shareholders," "Summary," "The Merger," and "The Merger Agreement"
is hereby incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and address of Issuer:
American Educational Products, Inc.
6550 Gunpark Drive, Suite 200
Boulder, Colorado 80301
(303) 527-3230
(b) Securities:
Common stock, par value $.05 per share, 1,212,740 shares issued and
outstanding as of Dec. 28, 2000.
-2-
<PAGE>
(c) Trading market and price:
The information set forth in the Proxy Statement under the caption
"Market Price and Dividend Information" is hereby incorporated herein
by reference.
(d) Dividends:
The information set forth in the Proxy Statement under the captions
"Summary - Market Price of Common Stock" and "Market Price and
Dividend Information" is hereby incorporated herein by reference.
(e) Prior Public Offerings:
There have been no public offerings for AMEP stock during the past
three years.
(f) Prior Stock Purchases:
The information set forth in the Proxy Statement under the caption
"Special Factors -- Background of the Merger" is hereby incorporated
herein by reference.
Item 3. Identity and Background of Filing Person.
(a) Name and address:
G.C. Associates Holdings Corp.
96 Cummings Point Road
Stamford, Connecticut 06902
(203) 358-8000
GC owns 666,961 shares of common stock of AMEP, representing
approximately fifty-five percent (55%) of AMEP's outstanding common
stock.
(b) G.C. Associates Holdings Corp. is a Delaware corporation with its
principal place of business as listed in Section (a) above. GC is in
the business of holding the securities of AMEP. GC has not been
convicted in a criminal proceeding during the past five years
(excluding traffic violations or similar misdemeanors). GC was not a
party to any judicial or administrative proceeding during the past
five years (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order
enjoining it from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any
violation of federal or state securities laws.
(c) Not Applicable
-3-
<PAGE>
Item 4. Terms of the Transaction.
(a) Material Terms:
- The information set forth in the Proxy Statement under the
captions "Summary - The Merger," "-What Shareholders Will
Receive," "-Required Vote," "-Accounting Treatment," "-Certain
Federal Income Tax Consequences," "-Shareholder Litigation,"
"-Purpose of the Merger," "The Merger" and "The Merger
Agreement" is hereby incorporated herein by reference.
- The information set forth in the Proxy Statement under the
caption "The Merger - Payment Procedure" is hereby incorporated
herein by reference.
(c) Different Terms:
The information set forth in the Proxy Statement under the caption
"Special Factors -- Background of the Merger" is hereby incorporated
herein by reference.
(d) Appraisal Rights:
The information set forth in the Proxy Statement under the captions
"Summary -- Dissenter's Rights" and "The Merger -- Dissenter's Rights"
is hereby incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders:
There is no provision to grant unaffiliated security holders, counsel
or dissenter or appraisal services at the expense of GC. However, in
connection with the litigation commenced against AMEP, GC and others,
plaintiff's counsel was granted access to certain corporate files of
AMEP, deposed two of its three directors, and reviewed and commented
upon the proxy statement filed in connection with the merger proposal.
(f) Eligibility for Listing or Trading:
Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions:
Not applicable.
(b) Significant Corporate Events:
The information set forth in the Proxy Statement under the captions
"Special Factors - Background of the Merger" and "-GC's Purposes and
Reasons for the Merger" is hereby incorporated herein by reference.
(c) Negotiations or Contracts:
-4-
<PAGE>
- See Item 5(b).
- The information set forth in the Proxy Statement under the
captions "Special Factors - Background of the Merger," "Selected
Consolidated Financial Information of AMEP-footnote (a)" and "The
Merger - Interests of Certain Persons In The Merger" is hereby
incorporated herein by reference.
(e) Agreements Involving the Subject Company's Securities:
Clifford C. Thygesen, President and Chief Executive Officer of AMEP,
holds options to purchase 37,400 shares at per share prices ranging
from $3.875 to $9.125.
Other than as set forth in Item 5(c), there are no other agreements,
arrangements or understandings, whether or not legally enforceable,
between GC and any other person with respect to the securities of
AMEP.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired:
The information set forth in the Proxy Statement under the captions
"Special Factors - Effects of the Merger" and "The Merger - Delisting
and Deregistration of AMEP Common Stock After The Merger" is hereby
incorporated herein by reference.
(c) Plans:
The information set forth in the Proxy Statement under the captions
"Special Factors - GC's Purposes and Reasons for the Merger," "-
Effects of the Merger," "- GC's Plans for AMEP After the Merger" and
"The Merger - Delisting and Deregistration of AMEP Common Stock After
the Merger" is hereby incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes:
The information set forth in the Proxy Statement under the captions
"Special Factors - AMEP's Reasons for the Merger" and "- GC's Purposes
and Reasons for the Merger" is hereby incorporated herein by
reference.
(b) Alternatives.
The information set forth in the Proxy Statement under the caption
"Special Factors - AMEP's Reasons for the Merger - Past Efforts At
Marketing The Company" and "- The Lack of Other Offers Following
Rejection of a Previous Purchase Offer From Geneve" is hereby
incorporated herein by reference. -5-
<PAGE>
(c) Reasons.
The transaction has been structured as a cash-out merger in order to:
(i) allow minority shareholders to receive cash for their shares at a
fair price; (ii) to provide a prompt and orderly transfer of complete
ownership of AMEP with a minimized risk that the contemplated
transactions will not be finalized; (iii) to reduce transaction costs;
and (iv) to terminate AMEP's status as a public company. The
information set forth in the Proxy Statement under the caption
"Special Factors - AMEP's Reasons for the Merger - Trading of AMEP's
Securities on the NASDAQ Small Cap Market" is hereby incorporated
herein by reference.
(d) Effects.
The information set forth in the Proxy Statement under the captions
"Special Factors - Effects of the Merger," "- GC's Plans for AMEP
After the Merger," "- Certain Federal Income Tax Consequences - " and
"The Merger - Merger Consideration" are hereby incorporated herein by
reference.
Item 8. Fairness of the Transaction.
(a) Fairness:
The information set forth in the Proxy Statement under the captions
"Special Factor - Recommendation of AMEP's Board of Directors,"
"-AMEP's Reasons for the Merger," "-Opinion of D.A. Davidson & Co."
and "-GC's Statement as to the Fairness of the Merger" is hereby
incorporated herein by reference.
(b) Factors Considered in Determining Fairness:
The information set forth in the Proxy Statement under the captions
"Special Factors - AMEP's Reasons for the Merger," "-Opinion of D.A.
Davidson & Co." and "-GC's Statment as to the Fairness of the Merger"
is hereby incorporated herein by reference.
(c) Approval of Security Holders:
The information set forth in the Proxy Statement under the captions
"Summary - Required Vote," "The Special Meeting - Required Vote," and
"Notice of Special Meeting of Shareholders" is hereby incorporated
herein by reference.
-6-
<PAGE>
(d) Unaffiliated Representative:
The information set forth in the Proxy Statement under the captions
"Special Factors -- Background of the Merger" and "-- Recommendation
of AMEP's Board of Directors" is hereby incorporated herein by
reference.
(e) Approval of Directors:
See Item 8(d) above.
(f) Other Offers:
The information set forth in the Proxy Statement under the captions
"Special Factors - Background of the Merger," "-AMEP's Reasons for the
Merger" and "-GC's Statement as to the Fairness of the Merger" is
incorported herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a) Report, Opinion or Appraisal:
The information set forth in the Proxy Statement under the caption
"Special Factors-- Opinion of D.A. Davidson & Co." is hereby
incorporated herein by reference.
(b) Preparer and Summary of the Opinion:
(1) The information set forth in the Proxy Statement under the
caption "Special Factors-- Opinion of D.A. Davidson & Co." is
hereby incorporated herein by reference.
(2) The information set forth in the Proxy Statement under the
captions "Special Factors-- Background of the Merger" and
"--Opinion of D.A. Davidson & Co." is hereby incorporated herein
by reference.
(3) See Item 9(b)(2) above.
(4) There has not been any material relationship between Davidson and
any of its affiliates, and AMEP or GC or the affiliates of
either, and none is contemplated.
(5) The amount of consideration to be paid in the transaction was
determined in negotiations between GC and AMEP.
(6) See Item 9(a) above.
(c) Availability of Document.
The opinion of Davidson will be annexed as an exhibit to the Proxy
Statement distributed to shareholders in connection with the meeting
to approve the merger agreement.
Item 10. Source and Amounts of Funds or Other Consideration.
(a) Source of Funds:
-7-
<PAGE>
GC is providing all of the funds internally for payment to the AMEP
shareholders. It is anticipated that the total amount of funds
required to purchase the shares held by shareholders other than GC
will be $5,457,790, and that an additional amount of approximately
$901,000 will be needed to purchase outstanding options, for an
aggregate of $6,358,790.
(b) Conditions:
There are no material conditions to the financing.
(c) Expenses:
The information set forth in the Proxy Statement under the caption
"The Merger - Merger Financing; Expenses of the Merger" is hereby
incorporated herein by reference.
(d) Borrowed Funds:
Not applicable.
Item 11. Interest in Securities of the Subject Company.
(a) Securities Ownership:
Currently, GC owns 666,961 shares of common stock of AMEP. This
represents approximately fifty-five percent (55%) of the total
outstanding shares of AMEP.
(b) Securities Transactions:
There were no securities transactions during the past sixty days.
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going Private Transaction:
The information set forth in the proxy statement under the caption
"Special Factors - Recommendation of AMEP's Board of Directors" and
"Security Ownership of Five Percent Beneficial Owners and Management"
is hereby incorported by reference.
(e) Recommendations to Others: See Item 12(d).
Item 13. Financial Statements.
(a) Financial Information
The information set forth under the caption "Where You Can Find More
Information" in the Proxy Statement is hereby incorporated herein by
reference.
(b) Pro Forma Information
Not applicable.
-8-
<PAGE>
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations:
The information in the Proxy Statement under the caption "The Special
Meeting - Solicitation of Proxies" is hereby incorporated by
reference.
(b) Employees and Corporate Assets:
Fee response to 14(a)
Item 15. Additional Information.
Not applicable
Item 16. Exhibits.
(a) The preliminary form of the proxy statment proposed to be sent to
securities holders is filed contemporaneously with this schedule.
(b) Not applicable
(c) Filed with the preliminary proxy statement.
(d) Not applicable
(f) Filed with the preliminary proxy statement.
(g) Not applicable.
-9-
<PAGE>
Signature. After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
G.C. Associates Holdings Corp.
By: /s/ Steven B. Lapin
---------------------
Name: Steven B. Lapin
Its: President
December 29, 2000
10-
<PAGE>
