PAGE 1 of 12 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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)
February 9, 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
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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 724,813 SHARES
BENEFICIALLY -------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING 0 SHARES (See Item 5)
PERSON WITH -------
9. SOLE DISPOSITIVE POWER
724,813 SHARES
-------
10.SHARED DISPOSITIVE POWER
0 SHARES (See Item 5)
-------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
724,813 SHARES
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.1%
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 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:
"Pursuant to a letter agreement dated 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. 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
agreement.
In addition, on February 9, 2000, Geneve converted 23,608
shares of Series F Preferred Stock, 4,053 shares of Series G
Preferred Stock and 29,148 shares of Series H Preferred Stock
into an aggregate of 94,682 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 724,813 shares of Common Stock which
constitute 40.1% 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.
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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.
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 February 9, 2000 between the
Company and Geneve.
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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.
GENEVE CORPORATION
By: /s/Steven B. Lapin
------------------
Steven B. Lapin
February 15, 2000
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February 9, 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"). Unless
otherwise indicated, all capitalized terms used in this letter
shall have the same meaning as set forth in the Agreement or the
Certificate of Designation, as defined below.
The Company has advised the Purchaser that, rather than
wait until the mandatory redemption date of December 31, 2007,
as provided in the Series E Convertible Preferred Stock
Certificate of Designation (the "Certificate of Designation"),
it would be beneficial to the Company for various reasons,
including, but not limited to, augmentation of the Company's
balance sheet and assistance with respect to the Company's tax
planning efforts, if the Purchaser would accelerate the
conversion (the "Conversion") of all of the Geneve Preferred
Stock.
Accordingly, in order to induce the Purchaser to accelerate
the Conversion, the Company and the Purchaser hereby agree as
follows:
1. Conversion Effectuated. Effective immediately, the
Purchaser hereby elects to convert (a) $330,000 stated value of
the Geneve Preferred Stock into a Promissory Note to be issued
by the Company in the principal amount of $330,000 (in the form
attached hereto as Exhibit A), and (b) $1,920,000 stated value
of the Geneve Preferred Stock into 489,131 shares of the
Company's Common Stock. To the extent that the terms of the
Certificate of Designation and the terms of this letter differ,
the terms of this letter shall prevail;
2. Certificate of Designation Terminated The Certificate of
Designation shall be deemed null and void, there being no more
shares of Series E Preferred Stock outstanding;
3. The Agreement. The Agreement shall remain in full force
and effect provided, however, (A) Section 5.05 of the Agreement
(i) shall terminate with respect to any limitation on the
Purchaser's voting rights and privileges, effective immediately,
except that it shall not terminate with respect to voting rights
and privileges pertaining to the election of directors of the
Company and the approval, ratification or confirmation of the
appointment of the independent accountants for the Company
(collectively, "Director/Auditor Voting Rights"),
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4. and (ii) shall terminate with respect to Director/Auditor
Voting Rights (a) as of January 1, 2002, and (b) at any time
prior to January 1, 2002, if two designated representatives of
the Purchaser (currently, Edward Netter and Steven B. Lapin) are
not members of the Board of Directors of the Company, and (B)
Section 5.06 of the Agreement shall terminate, effective
immediately;
5. Issuances of Stock. The Company shall not issue shares of
stock (other than Excluded Shares) such that the issued and
outstanding shares of the Company owned by the Purchaser
represents less than 30% of the outstanding value of the stock
of the Company at any testing date; provided, however, in the
event that the Company issues any Excluded Shares which would
cause the Purchaser to have less than 30% of the outstanding
value of the stock of the Company at any testing date, the
Purchaser shall have the right to purchase, as of the testing
date, such number of shares of the Company's Common Stock from
the Company at the then Fair Market Value thereof so that such
Purchaser does not have less than 30% of the outstanding value
of the stock of the Company at such testing date, provided,
further, however, that the Purchaser has determined, in its sole
discretion, that it is unable to purchase in the open market
such shares of Common Stock at the Fair Market Value thereof as
of the testing date (all of the foregoing within the meaning of
Section 382 of the Internal Revenue Code of 1986 and the
regulations pertaining thereto). Further, the Company shall not
issue shares of stock or rights, warrants or options entitling
the holders thereof to subscribe for or purchase shares of stock
such as to cause an ownership change (within the meaning of
Section 382 of the Internal Revenue Code of 1986 and the
regulations pertaining thereto).
The Company is aware that the Purchaser is currently the
record holder of shares of Preferred Stock of the Company other
than shares of Series E Convertible Preferred Stock (the
"Strouse Group Preferred Stock"), which the Purchaser purchased
from the previous record holders of Strouse Group Preferred
Stock, and that the Purchaser has, contemporaneously herewith,
provided notice to the Company, in the form attached hereto as
Exhibit B, of its election to convert all of the shares of the
Strouse Group Preferred Stock of which it is a record holder
(namely, 56,809 shares) into 94,682 shares of the Company's
Common Stock.
The Company has advised the members of its Board of
Directors that the Purchaser, in its capacity, immediately after
the Conversion, as the largest holder of shares of Common Stock
of the Company, desires to further assure the continuation of
John J. Crawford as the Chairman, President and Chief Executive
Officer of the Company.
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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 9th day of February, 2000.
GENEVE CORPORATION
(Record Holder of the Geneve
Preferred Stock)
By: /s/ Steven B. Lapin
-------------------
Steven B. Lapin
Its: President
<PAGE>
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EXHIBIT A
PROMISSORY NOTE
$330,000 February 9, 2000
- -------- New Haven, Connecticut
FOR VALUE RECEIVED, The Aristotle Corporation (the
"Borrower") hereby promises to pay to the order of Geneve
Corporation (the "Lender"), a Delaware corporation, in lawful
money of the United States of America at the office of the
Lender at 96 Cummings Point Road, Stamford, Connecticut, 06902,
or at such other place or places or to such other party or
parties as the Lender may from time to time designate, the
principal sum of
Three Hundred Thirty Thousand DOLLARS ($330,000)
------------------------------------------------
as follows:
Principal. The Borrower shall pay the entire principal
balance of this Note on December 31, 2001;
Interest. Interest shall accrue on the outstanding
principal balance of this Note at the rate of eight percent
(8%) per annum, and shall be paid quarterly in arrears
commencing March 31, 2000.
It is the intent of the Lender and of the Borrower that in
no event shall interest be payable at a rate in excess of the
maximum rate permitted by applicable law (the "Maximum Legal
Rate"). Solely to the extent necessary to prevent interest
under this Note from exceeding the Maximum Legal Rate, any
amount that would be treated as excessive under a final judicial
interpretation of applicable law shall be deemed to have been a
mistake and automatically cancelled and, if received by the
Lender, shall be applied to the principal balance of this Note
or, if no principal balance remains outstanding, then such
amount shall be refunded to the Borrower.
The Borrower may voluntarily prepay this Note in whole or
in part at any time and from time to time without penalty,
together with interest accrued on the amount prepaid through the
date of prepayment.
Upon the occurrence of any one or more of the following
events (each, an "Event of Default"), the Lender at its option
may declare all amounts due hereunder, including, without
limitation, the entire unpaid principal balance of this Note and
any accrued, unpaid interest thereon, to be immediately due and
payable without notice or protest (both of which are hereby
waived):
(a) The failure to make any payment of principal or
interest due pursuant to the terms of this Note on or
before the due date;
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(b) (i) The commencement by the Borrower of a voluntary
case under 11 U.S.C. '101 et. seq. (the "Bankruptcy Code")
or any foreign, federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or (ii) the
consent by the Borrower to the entry of an order for relief
in an involuntary bankruptcy or similar case, or to the
conversion of an involuntary case to a voluntary case,
under any such law, or (iii) the consent by the Borrower to
the appointment of, or the taking of possession by, a
receiver, trustee or other custodian for all or a
substantial part of its properties, or (iv) the making by
the Borrower of any assignment for the benefit of
creditors, or (v) the admission by the Borrower in writing
of its inability to pay its debts as such debts become due,
or (vi) the discontinuance of business, dissolution,
winding up, liquidation or cessation of existence by the
Borrower; or
(c) (i) The entry by a court of a decree or order for
relief with respect to the Borrower in an involuntary case
under the Bankruptcy Code or any applicable foreign,
federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, which decree or order is
not stayed or dismissed within 60 days of the entry
thereof, or (ii) the entry by a court of a decree or order
for the appointment of a receiver, liquidator,
sequestrator, trustee, custodian or other person having
similar powers over the Borrower or over all or a
substantial part of its properties.
Upon the occurrence and continuance of any Event of Default
hereunder, (i) the Lender may declare the principal balance of
this Note to be immediately due and payable, provided, however,
in the case of an Event of Default described in paragraphs (b)
or (c) above, all amounts payable by the Borrower hereunder,
including, without limitation, the principal balance and all
accrued interest on this Note, shall automatically become
immediately due and payable, without notice, action or election
by the Lender, and (iii) the Lender may enforce any other rights
granted pursuant to this Note, any other document, or by
applicable law. All of the rights of the Lender hereunder shall
be cumulative and not exclusive, and each of which may be
exercised singly, repetitively, in any combination, and in any
order. The Lender's rights and remedies hereunder may be
exercised without resort or regard to any other source of
satisfaction of any liabilities owing by the Borrower to the
Lender. No inconsistency between the default provisions of this
Note and any other agreement shall be deemed to create any
additional notice, cure or grace period or derogate from the
express terms of such provisions.
Upon the occurrence of an Event of Default, the Borrower
agrees to pay on demand all out-of-pocket costs and expenses
(including, without limitation, reasonable attorneys' fees)
incurred or paid by the holder(s) hereof in collecting or
enforcing this Note.
The Borrower hereby waives presentment, demand, protest or
notice of any kind in connection with this Note. No failure on
the part of the Lender in exercising any right or remedy
hereunder, and no single, partial or delayed exercise by the
Lender of any right or remedy shall preclude the full and timely
exercise by the Lender at any time of any right or remedy of the
Lender hereunder without notice. No course of dealing or other
conduct, no oral agreement or representation made by the Lender
or usage of trade shall operate as a waiver of any right or
remedy of the Lender. This Note contains the entire agreement
between the parties with respect to the subject matter hereof,
and supersedes every course of dealing, other conduct, oral
agreement or representation previously made by the Lender. In
the event that any court of competent jurisdiction shall
determine that any provision, or portion thereof, contained in
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this Note shall be unenforceable in any respect, then such
provision shall be deemed limited to the extent that such court
deems it enforceable, and the remaining provisions of this Note
shall nevertheless remain in full force and effect.
None of the terms or provisions of this Note may be
excluded, modified, or amended except by a written instrument
duly executed on behalf of both the Borrower and the Lender
expressly referring hereto and setting forth the provision so
excluded, modified or amended. No waiver or forbearance of any
of the rights and remedies of the Lender hereunder shall be
effective unless made specifically in a writing signed by the
Lender, and any such waiver or forbearance shall be effective
only in the specific instance and for the specific purpose for
which given.
This Note shall be binding upon the Borrower and shall be
enforceable against the Borrower and its successors, and shall
inure to the benefit of the Lender and its successors, endorsees
and assigns. The Borrower may not assign this Note or any
rights hereunder without the express written consent of the
Lender.
THIS NOTE IS DELIVERED TO THE LENDER AT ITS PRINCIPAL
OFFICE IN STAMFORD, CONNECTICUT, SHALL BE GOVERNED BY, CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CONNECTICUT WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF
LAWS, AND SHALL TAKE EFFECT AS A SEALED INSTRUMENT. THE
BORROWER AND EACH ENDORSER AND GUARANTOR OF THIS NOTE SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF CONNECTICUT AND
OF THE UNITED STATES DISTRICT COURTS SITUATED THEREIN FOR ALL
PURPOSES WITH RESPECT TO THIS NOTE.
THE BORROWER HEREBY EXPRESSLY, KNOWINGLY AND VOLUNTARILY
WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THIS NOTE,
INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY DEFENSE,
AFFIRMATIVE DEFENSE, COUNTERCLAIM OR THE LIKE ASSERTED AGAINST
THE LENDER.
IN WITNESS WHEREOF, the Borrower has caused this Note to be
executed as an instrument under seal as of the date first above
written.
THE ARISTOTLE CORPORATION
BY: /s/ John J. Crawford
--------------------
John J. Crawford
Its: Chairman, President and Chief Executive Officer
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EXHIBIT B
NOTICE OF ELECTION TO CONVERT
SHARES OF PREFERRED STOCK OF
THE ARISTOTLE CORPORATION
FEBRUARY 9, 2000
TO: The Aristotle Corporation
27 Elm Street
New Haven, CT 06511
Attention: Paul M. McDonald, Secretary
PLEASE TAKE NOTICE that Geneve Corporation, the record
holder of 23,608 shares of Series F Preferred Stock of The
Aristotle Corporation (the "Corporation"), 4,053 shares of
Series G Preferred Stock of the Corporation and 29,148 shares of
Series H Preferred Stock of the Corporation, or an aggregate of
56,809 shares of Preferred Stock (collectively, the "Strouse
Preferred Shares"), does hereby elect, irrevocably, to convert
the Strouse Preferred Shares into an aggregate of 94,682 shares
of Common Stock of the Corporation (representing 39,347 shares
of Common Stock upon conversion of the 23,608 shares of Series F
Preferred Stock; 6,755 shares of Common Stock upon conversion of
4,053 shares of Series G Preferred Stock; and 48,580 upon
conversion of 29,148 shares of Series H Preferred Stock),
effective immediately.
This notice is being delivered to the Secretary of the
Corporation, but is effective as and when written.
Dated as of the ninth day of February, 2000.
GENEVE CORPORATION
By: /s/ Steven B. Lapin
-------------------
Steven B. Lapin
Its: President
