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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Allied Healthcare Products, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
019222108
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(CUSIP Number)
Joseph D. Lehrer, Esq.
Equitable Building, 10 S. Broadway, St. Louis, MO (314) 241-9090
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 1996
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(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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
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CUSIP NO. 019222108 13D PAGE 2 OF 7 PAGES
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Weil, SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /XX/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 377,000, subject to the disclaimer contained in Item 5.
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 27,000, subject to the disclaimer contained in Item 5.
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9 SOLE DISPOSITIVE POWER
377,000, subject to the disclaimer contained in Item 5.
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10 SHARED DISPOSITIVE POWER
27,000, subject to the disclaimer contained in Item 5.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,600, subject to the disclaimer contained in Item 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.54%
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14 TYPE OF REPORTING PERSON *
IN
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READ INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 019222108 Page 3 of 7
AMENDMENT NO. 2 TO SCHEDULE 13D
The Reporting Person reported the acquisition of shares of Common Stock
("Stock") of Allied Healthcare Products, Inc., a Delaware corporation (the
"Issuer") in an initial filing of this Schedule 13D on August 21, 1996, as
amended by Amendment No. 1 filed September 5 1996. In this regard, Item 4,
Item 5 and Item 6 are hereby amended as follow. All other items are unchanged
from the initial filing, as amended.
ITEM 4. Purpose of the Transaction.
The owners listed in Item 5 purchased the Stock of the Issuer for general
investment purposes. The owners listed in Item 5 may acquire additional shares
of the Stock of the Issuer, based upon their respective investment decisions.
Summit Global Management, Inc. ("Summit"), an Ohio corporation, is a funds
management firm that has purchased 88,900 shares of Stock of the Issuer for its
clients. One of Summit's clients is American Physicians Life Insurance Company
("APL"), an Ohio corporation, which owns approximately 19,000 shares of Stock
of the Issuer. Summit and APL are wholly owned subsidiaries of Physicians
Insurance Company of Ohio ("PICO"), an Ohio corporation. The Reporting Person
is a member of the Board of Directors of both PICO and Summit. In addition,
the Reporting Person and members of his family own approximately 8.4% of the
common stock of PICO. It is not contemplated that any of the acquisitions
reported hereunder or any future acquisitions will result in any change in the
present management of the Issuer.
The owners listed in Item 5 have no present plans or proposals which relate to
or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(b) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(c) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or fill any existing vacancies on the board;
(d) any material change in the present capitalization or dividend
policy of the Issuer;
(e) any other material change in the Issuer's business or corporate
structure;
(f) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(g) causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be quoted in an inter-dealer
quotation system of a registered national securities association;
<PAGE> 4
CUSIP NO. 019222108 Page 4 of 7
(h) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(i) any action similar to those enumerated above.
ITEM 5. Interest in Securities of the Issuer.
(a) Subject to the disclaimer of beneficial ownership hereinafter set
forth, the Reporting Person hereby reports beneficial ownership of
587,600 shares of Stock in the manner hereinafter described:
<TABLE>
<CAPTION>
Percentage of
Relationship to Number of Outstanding
Shares Held in Name of Reporting Person Shares Securities
- ----------------------------- -------------------- ---------------- --------------------
<S> <C> <C> <C>
John D. Weil Reporting Person 194,000 2.49%
RKW Management Services, L.P. Partnership 110,000 1.41%
Controlled by
Reporting Person
Paula K. Weil Sister 38,500 .49%
Richard K. Weil, Jr. Brother 43,000 .55%
Mark S. Weil Brother 30,000 .38%
Mark S. Weil and John D. Nephew 9,000 .12%
Weil, Trustees for Daniel D.
Weil (Item 10 Trust)
Mark S. Weil, Trustee for Trust for Nephew 24,000 .31%
Daniel D. Weil, ex. by
Richard K. Weil
Mark S. Weil and John D. Nephew 9,000 .12%
Weil, Trustees for Alexander
P. Weil (Item 10 Trust)
Mark S. Weil, Trustee for Trust for Nephew 23,100 .30%
Alexander P. Weil, ex. by
Richard K. Weil
Mark S. Weil, Trustee for Trust for Nephew 5,000 .06%
Alexander P. Weil Trust
dated 6/5/95
John D. Weil, Trustee for Daughter 9,000 .12%
Victoria L. Weil, (Item 10
Trust)
John D. Weil, Trustee for Trust for Daughter 30,000 .38%
Victoria L. Weil, ex. by
Richard K. Weil
Gideon J. Weil Son 10,000 .13%
John D. Weil, Trustee for Son 9,000 .12%
Gideon J. Weil (Item 10
Trust)
</TABLE>
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CUSIP NO. 019222108 Page 5 of 7
<TABLE>
<S> <C> <C> <C>
John D. Weil, Trustee for Trust for Son 20,000 .26%
Gideon J. Weil, ex. by
Richard K. Weil
Richard K. Weil, Jr. and Nephew 9,000 .12%
John D. Weil, Trustees for
Samuel J. G. Weil (Item 10
Trust)
Samuel J.G. Weil Nephew 5,000 .06%
Gabriel I. Weil Nephew 3,000 .04%
Amelia J. Weil Niece 2,000 .03%
Clayton Management Company Corporation 5,000 .06%
Controlled by
Reporting Person
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TOTAL 587,600 7.54%
======= =====
(-.01 rounding error)
</TABLE>
The foregoing percentages assume that the Issuer has 7,796,682 shares of
Stock outstanding.
All shares held in the name of family members or family trusts of the
Reporting Person are reported as beneficially owned by the Reporting Person
because those family members or trusts may seek investment advise or voting
advice of the Reporting Person. All shares held in the name of the partnership
controlled by the Reporting Person are reported as beneficially owned by the
Reporting Person because, as sole shareholder of the corporate general partner
of such partnership, the Reporting Person has voting and investment power with
respect to the shares owned by such partnership. All shares held in the name
of the corporation controlled by the Reporting Person are reported as
beneficially owned by the Reporting Person because, as sole shareholder,
director and officer of such corporation, the Reporting Person has voting and
investment power with respect to the shares owned by such corporation. Except
for Stock held in the name of the Reporting Person, or in trust wherein the
Reporting Person is the trustee, or in the name of the partnership controlled
by the Reporting Person, or in the name of the corporation controlled by the
Reporting Person, there is no written document or agreement conferring the
right of the Reporting Person to acquire or dispose of the Stock or giving the
Reporting Person the right to vote such shares of Stock.
AS PROVIDED IN S.E.C. REGULATION SECTION 240.13d-4, THE REPORTING PERSON
HEREBY DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT
HE IS, FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE
ACT, THE BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT.
(b) Subject to the above disclaimer of beneficial ownership, for each
person named in paragraph (a), the number of shares as to which there
is sole power to vote or direct the vote, shared power to vote or
direct the vote, sole power to dispose or direct the disposition, or
shared power to dispose or direct the disposition, is the same as in
paragraph (a).
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CUSIP NO. 019222108 Page 6 of 7
(c)
<TABLE>
<CAPTION>
Net
Price
Number Per Transaction
Purchase/(Sale) in the Name of Date of Shares Share Made Through
- ------------------------------ ---- --------- ----- ------------
<S> <C> <C> <C> <C>
Richard K. Weil, Jr. 9/5/96 5,000 6.375 Jefferies & Co.
John D. Weil 9/5/96 5,000 6.375 Jefferies & Co.
RKW Management Services, L.P. 9/6/96 5,000 6.5 Jefferies & Co.
Paula K. Weil 9/6/96 2,000 6.5 Jefferies & Co.
Mark S. Weil 9/6/96 3,000 6.5 Jefferies & Co.
RKW Management Services, L.P. 9/9/96 10,000 6.5 Jefferies & Co.
Paula K. Weil 9/16/96 4,000 6.8125 Jefferies & Co.
Richard K. Weil, Jr. 9/16/96 8,000 6.8125 Jefferies & Co.
Mark S. Weil 9/16/96 2,000 6.8125 Jefferies & Co.
John D. Weil 9/16/96 5,000 6.8125 Jefferies & Co.
John D. Weil 9/19/96 20,000 6.875 Merrill Lynch
Daniel D. Weil - Item 10 9/19/96 3,000 6.875 Merrill Lynch
Alexander P. Weil - Item 10 9/19/96 3,000 6.875 Merrill Lynch
Victoria L. Weil - Item 10 9/19/96 3,000 6.875 Merrill Lynch
Gideon J. Weil - Item 10 9/19/96 3,000 6.875 Merrill Lynch
Samuel J.G. Weil - Item 10 9/19/96 3,000 6.875 Merrill Lynch
John D. Weil 9/19/96 (15,000) 6.875 Jefferies & Co.
John D. Weil 9/24/96 4,000 7 Merrill Lynch
RKW Management Services, LP 10/22/96 5,000 7.125 Jefferies & Co.
Paula K. Weil 10/22/96 4,300 7.125 Jefferies & Co.
John D. Weil 10/22/96 5,000 7.125 Jefferies & Co.
</TABLE>
(d) Not applicable.
(e) Not applicable.
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CUSIP NO. 019222108 Page 7 of 7
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Reporting Person is Trustee of several of the trusts mentioned in Item
5. The Reporting Person is sole shareholder of the corporate general partner
of the partnership mentioned in Item 5. The Reporting Person is the sole
shareholder, director and officer of the corporation mentioned in Item 5. The
Reporting Person is related to all other persons mentioned in Item 5, including
the trustees and beneficiaries of all of the trusts mentioned in Item 5. The
Reporting Person is also a member of the Board of Directors of Summit and PICO.
Summit has purchased 88,900 shares of Stock of the Issuer for its clients.
One of Summit's clients, APL, owns approximately 19,000 shares of Stock of the
Issuer. Summit and APL are wholly owned subsidiaries of PICO. In addition,
the Reporting Person and members of his family own approximately 8.4% of the
common stock of PICO. The Reporting Person does not have any agreements with
PICO, Summit or APL with respect to the securities of the Issuer.
After reasonable 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.
/s/ John D. Weil
----------------------
John D. Weil
October 28, 1996
