PAGE 1 of 7 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
THE ARISTOTLE CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
040 448201
(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. 040 448201
<PAGE>
PAGE 2 OF 7 PAGES
1. NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Geneve Corporation
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 753,539 SHARES
BENEFICIALLY -------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 0 SHARES (See Item 5)
PERSON WITH -------
9. SOLE DISPOSITIVE POWER
753,539 SHARES
-------
10.SHARED DISPOSITIVE POWER
0 SHARES (See Item 5)
-------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 753,539 SHARES
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.4%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
<PAGE>
PAGE 3 OF 7 PAGES
Item 1. Security and Issuer.
--------------------
The undersigned hereby supplements and amends the Schedule
13D, dated January 9, 1998 (the "Statement"), filed in
connection with the Common Stock, par value $.01 per share
("Common Stock"), of The Aristotle Corporation, a Delaware
corporation (the "Company"), as follows (reference is made to
the Statement for previously reported facts):
Item 4. Purpose of Transaction.
-----------------------
Item 4 of the Statement is hereby amended to add the
following:
"Geneve's rights to (A) acquire additional shares of
securities of the Company, and (B) exercise voting rights and
privileges with respect to shares of securities which it owns
are subject to the terms of the Preferred Stock Purchase
Agreement, as modified by the letter agreements dated February
9, 2000 and April 28, 2000.
In addition, (i) on April 6, 2000, Geneve converted 10
shares of Series F Preferred Stock, 1,205 shares of Series G
Preferred Stock and 1,205 shares of Series H Preferred Stock
into an aggregate of 4,033 shares of Common Stock and (ii) on
April 18, 2000, Geneve converted 4,616 shares of Series H
Preferred Stock into 7,693 shares of Common Stock.
Geneve reserves the right to change its mind with respect
to any or all matters referred to in Item 4 of the Statement."
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 of the Statement is hereby amended in its entirety
to read as follows:
"Geneve is the beneficial owner of and has the power to
vote and dispose of 753,539 shares of Common Stock which
constitute 41.4% of the outstanding Common Stock of the Company,
as of the date of the information most recently available to
Geneve. As noted in Item 2 hereof, Mr. Edward Netter may be
deemed to be the controlling person of Geneve.
On January 2, 1998, Geneve acquired from the Company
489,131 shares of Series E Preferred Stock at $4.60 per share.
On that same date, Geneve acquired from the Company 30,000
shares of Common Stock at $4.50 per share.
On August 6, 1999, Geneve acquired 23,608 shares of Series
F Preferred Stock at $10.00 per share in a private transaction.
Each share of Series F Preferred Stock is convertible into
1.6666667 shares of Common Stock.
<PAGE>
PAGE 4 of 7 PAGES
On January 3, 2000, Geneve acquired 4,053 shares of Series
G Preferred Stock and 29,148 shares of Series H Preferred Stock
at $10.00 per share in private transactions. Each share of
Series G Preferred Stock and Series H Preferred Stock is
convertible into 1.6666667 shares of Common Stock.
On February 9, 2000, Geneve converted (i) $330,000 stated
value of Series E Preferred Stock into a promissory note of the
Company payable to the order of Geneve in the principal amount
of $330,000, and (ii) $1,920,000 stated value of Series E
Preferred Stock into 489,131 shares of Common Stock. In
addition, Geneve converted (a) 23,608 shares of Series F
Preferred Stock into 39,347 shares of Common Stock, (b) 4,053
shares of Series G Preferred Stock into 6,755 shares of Common
Stock and (c) 29,148 shares of Series H Preferred Stock into
48,580 shares of Common Stock.
On April 6, 2000, Geneve acquired 10 shares of Series F
Preferred Stock, 1,205 shares of Series G Preferred Stock and
1,205 shares of Series H Preferred Stock at $10.00 per share in
a private transaction; on that same date, Geneve converted such
shares into an aggregate of 4,033 shares of Common Stock.
On April 18, 2000, Geneve acquired 4,616 shares of Series H
Preferred Stock at $10.00 per share in a private transaction, on
that same date, Geneve converted such shares into an aggregate
of 7,693 shares of Common Stock.
The following shares of Common stock were acquired during
the past sixty days in open-market transactions at the prices
and on the dates specified:
Date Security Price Per No. of Shares
Share
---- -------- --------- -------------
March 20, 2000 Common Stock $4.56 6,000
March 21, 2000 Common Stock $4.70 1,000
April 5, 2000 Common Stock $5.03 10,000
To the best of its knowledge, except as otherwise described
in the Statement, neither Geneve nor any of its officers or
directors beneficially owns any Common Stock, Series E Preferred
Stock, Series F Preferred Stock, Series G Preferred Stock or
Series H Preferred Stock. In addition, except as otherwise
described in the Statement, neither Geneve nor any of its
officers or directors has effected any transaction in the Common
Stock, Series E Preferred Stock, Series F Preferred Stock,
Series G Preferred Stock or Series H Preferred Stock during the
past sixty days."
Item 7. Material to be Filed as Exhibits.
---------------------------------
A. Letter Agreement dated April 28, 2000 between the
Company and Geneve.
<PAGE>
PAGE 5 OF 7 PAGES
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.
GENEVE CORPORATION
By: /s/Steven B. Lapin
------------------
Steven B. Lapin
May 3, 2000
<PAGE>
PAGE 6 OF 7 PAGES
EXHIBIT A
April 28, 2000
Geneve Corporation
96 Cummings Point Road
Stamford, CT 06902
Attention: Steven B. Lapin, President
David T. Kettig, Esq.
Gentlemen:
Reference is made to the Preferred Stock Purchase Agreement
(the "Agreement") entered into as of October 22, 1997, between
The Aristotle Corporation (the "Company") and Geneve Corporation
(the "Purchaser") pursuant to which, among other things, the
Purchaser acquired shares of Series E Convertible Preferred
Stock of the Company (the "Geneve Preferred Stock"); and to the
Letter Agreement ("Letter Agreement") from the Company addressed
to, and countersigned by, the Purchaser, dated February 9, 2000,
pursuant to which Letter Agreement certain terms of the
Agreement were amended.
The Purchaser has advised the Company that it is desirous
of purchasing additional shares of the Company's Common Stock
and shares of the Company's Series F Preferred Stock, Series G
Preferred Stock and Series H Preferred Stock, each of which
Preferred Shares are convertible into shares of the Company's
Common Stock (collectively, with the shares of Common Stock,
referred to as "Common Stock Equivalents"). Pursuant to Section
6.01 of the Agreement, the Purchaser agreed not to purchase
shares of Voting Securities or Convertible Securities, as
defined in the Agreement, without receiving the consent of the
Board of Directors of the Company.
Please be advised that the Board of Directors of the
Company, at a meeting held on March 9, 2000, has consented to
the purchase by the Purchaser of shares of Common Stock
Equivalents, either via normal brokers' transactions or
otherwise in compliance with the Securities Act of 1933,
provided, however:
1.The number of Common Stock Equivalents owned of record and
beneficially by the Purchaser shall not, without the prior
consent of the Board of Directors of the Company, exceed 51% of
the total issued and outstanding shares of Common Stock
Equivalents (i.e., shares of the Company's Common Stock and
Preferred Stock);
2.In effectuating any purchase of Common Stock Equivalents,
the Purchaser shall not, directly or indirectly, adversely
affect the Company's right to utilize any net operating loss
<PAGE>
PAGE 7 OF 7 PAGES
carryforwards (i.e., the Purchaser shall not compromise the
Company's rights to utilize its net operating loss
carryforwards as currently permitted by Section 382 of the
Internal Revenue Code of 1986 and the regulations pertaining
thereto);
3.All of the terms of the Agreement shall remain in full
force and effect, including, without limitation, Section 5.05
("Voting Agreements") of the Agreement, except (i) Paragraph No.
3 of the Letter Agreement is hereby amended by deleting the date
"January 1, 2002" set forth in (A)(ii)(a) and (A)(ii)(b)
thereof, and inserting the date "January 1, 2003" in lieu
thereof, and (ii) to the extent as otherwise modified by the
Letter Agreement and this letter; and
4.The Purchaser acknowledges, by its signature below, its
consent to, and agrees to be bound by, the terms set forth in
this letter.
If the foregoing is in conformity with your understanding
and agreed to, please sign below where indicated.
Very truly yours,
THE ARISTOTLE CORPORATION
By: /s/ John J. Crawford
--------------------
John J. Crawford
Its: Chairman, President and
Chief Executive Officer
The foregoing is in conformity with our understanding and agreed
to as of this 28th day of April, 2000.
GENEVE CORPORATION
(Record Holder of the Geneve
Preferred Stock)
By: /s/ Steven B. Lapin
-------------------
Steven B. Lapin
Its: President
