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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 1995
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: Not Applicable
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates: Not
Applicable
Part I - Registrant Information
Full Name of Registrant: THE ARISTOTLE CORPORATION
Former Name if Applicable: Not Applicable
Address of Principal Executive Office:
129 Church Street, Suite 717
New Haven, Connecticut 06510
Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject Form 10-K will be filed on or before the
fifteenth calendar day following the prescribed due date;
[X] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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Part III - Narrative
The Registrant could not file its annual report on Form 10-K
for the fiscal year ended June 30, 1995 on the prescribed filing
date for the following reasons:
The Company's only operating subsidiary, The Strouse, Adler
Company ("Strouse"), has been advised by its primary lender
that Strouse has not satisfied certain financial and non-
financial covenants set forth in its primary credit agreement
with such lender. The Company anticipates that, within 15
days, such lender will waive Strouse's non-compliance with
such covenants and agree to modify certain terms of the credit
agreement. The Company has been advised that until the receipt
of such waiver and the modification of certain terms of the
credit agreement, the Company's independent accountants,
Arthur Andersen, LLP, will be unable to render an unqualified
report of independent public accountants on the Company's
consolidated financial statements for the fiscal year ended
June 30, 1995. As a result, the Company is not able, without
unreasonable effort or expense, to file its Form 10-K on or
prior to the prescribed filing date of September 28, 1995.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard
to this notification:
Paul McDonald, Chief Financial
Officer and Secretary (203) 867-4090
(Name) (Tel. No.)
(2) Have all other periodic reports required under section 13
or 15(d) of the Securities Exchange Act of 1934 or section 30 of
the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify
report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included in
the subject report or portion thereof?
[X] Yes [ ] No
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As previously announced, the Company anticipates that in its
consolidated statement of operations for the fiscal year ended June
30, 1995, the Company will report a net loss of $898,000, compared
to a net loss of $179,000 reported for the fiscal year ended June
30, 1994. Financial results for the 1995 fiscal year were
negatively impacted primarily by a series of non-recurring charges.
The non-recurring charges were incurred primarily in connection
with (i) a significant build up of Strouse's manufacturing capacity
in Jamaica and the Dominican Republic, (ii) severance and other
personnel related costs associated with a reduction and
restructuring of Strouse's Connecticut-based facility, and (iii)
bank fees relating to the contemplated modification of Strouse's
credit facility.
The Aristotle Corporation has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated this 29th day of September, 1995.
THE ARISTOTLE CORPORATION
By /s/ Paul McDonald
Paul McDonald
Its Chief Financial Officer
and Secretary
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EXHIBIT I
September 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Part 3 included in the Form 12b-25 dated September 29,
1995, of The Aristotle Corporation (Commission File Number 0-14669)
filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
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