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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. 1)*
THE ARISTOTLE CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
040448201
(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)
MARCH 9, 1998
(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. 040448201
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The undersigned hereby supplements and amends the Schedule
13D dated January 2, 1998 (the "Statement"), filed in connection
with the Common Stock, par value $.01 per share (the "Common
Stock"), of The Aristotle Corporation, a Delaware corporation
(the "Company"), as follows (reference is made to the Statement
for previously reported facts):
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
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On March 3, 1998, Geneve entered into a stockholders
agreement (the "Stockholders Agreement") with Sara Lee
Corporation ("Sara Lee") in connection with the proposed
purchase by Sara Lee of the assets of The Strouse, Adler
Company, a wholly-owned subsidiary of the Company (the
"Transaction"). Pursuant to the Stockholders Agreement, Geneve
agreed, among other things, to (i) vote all of its shares of
voting stock of the Company and (ii) grant representatives of
Sara Lee a proxy to vote such shares, in each case in favor of
the Transaction.
Signature
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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.
Geneve Corporation
By: /s/ David T. Kettig
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David T. Kettig, Secretary
March 9, 1998
