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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
ALLIED HEALTHCARE PRODUCTS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
019222 10 8
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(CUSIP Number)
JOHN D. WEIL
200 N. BROADWAY, SUITE 825, ST. LOUIS, MISSOURI 63102 (314) 421-4600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 25, 1999
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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(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) 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).
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CUSIP NO. 019222 10 8 13D PAGE 2 OF 6 PAGES
--------------------- -- --
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
WOODBOURNE PARTNERS, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
MISSOURI
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7 SOLE VOTING POWER
NUMBER OF
1,429,500, subject to the disclaimer in Item 5.
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,429,500, subject to the disclaimer in Item 5.
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,429,500, SUBJECT TO THE DISCLAIMER IN ITEM 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 019222 10 8 13D Page 3 of 6 Pages
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AMENDMENT NO. 5 TO SCHEDULE 13D
John D. Weil 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, Amendment No. 2 filed October
28, 1996, Amendment No. 3 filed May 28, 1997 and Amendment 4 filed May 11, 1998.
As reported in Amendment No. 3 filed May 28, 1997, all shares of Stock
previously reported as beneficially owned by Mr. Weil, members of his family
(other than Shares of Stock reported in Item 5 as held by Mr. Weil's son),
family trusts or the partnership controlled by Mr. Weil were transferred to
Woodbourne Partners, L.P. (the "Reporting Person"). Since the filing of
Amendment No. 4 on May 11, 1998, Mr. Weil has purchased 4,000 shares of the
Issuer's Stock through his Individual Retirement Account.
The Cover Page for Woodbourne Partners, L.P. is hereby amended as
shown in this Amendment No. 5. Items 4, 5 and 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.
In Amendment No. 4 filed May 11, 1998, the Reporting Person reported
that Summit Global Management, Inc. ("Summit"), an Ohio corporation and funds
management firm owned shares of Stock of the Issuer for its clients. As reported
in Amendment No. 4, Summit is a wholly owned subsidiary of PICO Holdings, Inc.
("PICO"), a California corporation, Mr. Weil is a member of the Board of
Directors of both PICO and Summit and members of Mr. Weil's family own
approximately 7.4% of the common stock of PICO. As of the date of this Amendment
No. 5, Summit no longer owns shares of Stock of the Issuer either for its
account or for the accounts of its clients.
In Amendment No. 4 filed May 11, 1998, the Reporting Person reported
that it was one of several purchasers of 14% Promissory Notes ("Note" or
"Notes") in the aggregate principal amount of $5,000,000 which were issued and
sold by the Issuer and certain of its affiliates pursuant to a certain Note
Purchase Agreement dated August 7, 1997 (the "Note Purchase Transaction"). The
principal amount of the Note purchased by the Reporting Person in connection
with the Note Purchase Transaction was $2,000,000. In consideration of the
purchase of the Notes, the Issuer agreed to issue warrants to the Reporting
Person and the other purchasers to purchase an indicated number of shares of the
Issuer's Stock. Specifically, the Reporting Person was issued a warrant as of
August 7, 1997 to purchase 25,000 shares of the Issuer's Stock pursuant to, and
upon the terms and conditions of, such warrant. Incident to refinancing of the
Issuer's debt subsequent to the filing of Amendment No. 4, the Notes held by all
purchasers, including the Reporting Person, were paid in full.
In August of 1997, Mr. Weil was elected to the Board of Directors of
the Issuer. In connection with such election, Mr. Weil was granted an option to
acquire up to 10,000 shares of the Issuer's Stock pursuant to the "Directors
Non-Qualified Option Plan" maintained by the Issuer (the "Plan"). Mr. Weil has
been granted the following options to acquire the indicated number of additional
shares of the Issuer's Stock under the Plan as consideration for his annual
director's fee:
<TABLE>
<CAPTION>
DATE OF GRANT NUMBER OF SHARES
------------- ----------------
<S> <C> <C>
11/17/97 1,000
2/9/98 500
11/16/98 1,500
4/1/99 5,000
11/12/99 1,000
</TABLE>
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CUSIP No. 019222 10 8 13D Page 4 of 6 Pages
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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 1,429,500 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>
Woodbourne Partners L.P. Reporting Person 1,415,500 18.13%
John D. Weil Sole Director and Shareholder of the 4,000 0.05%
General Partner of the Reporting Person
Gideon J. Weil Son of Sole Director and Shareholder of
the General Partner of the Reporting
Person 10,000 0.13%
------ -----
TOTAL 1,429,500 18.31%
========= ======
</TABLE>
The foregoing percentages assume that the Issuer has 7,806,682 shares of
Stock outstanding.
All shares held in the name of family members of the sole director and
shareholder of the corporate general partner of the Reporting Person are
reported as beneficially owned by the Reporting Person because those family
members may seek investment advise or voting advice of such individual.
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).
(c)
<TABLE>
<CAPTION>
Pet
Number Price Transaction
Purchase/(Sale) in the Name of Date of Shares Per Share Made Through
------------------------------ ---- --------- --------- ------------
<S> <C> <C> <C> <C>
Woodbourne Partners, L.P. 8/25/99 81,600 2.125 Jefferies & Co.
Woodbourne Partners, L.P. 9/21/99 6,000 2.6875 Smith Moore & Co.
Woodbourne Partners, L.P. 9/24/99 5,000 2.603 Consolidated
Woodbourne Partners, L.P. 9/28/99 1,500 2.603 Consolidated
Woodbourne Partners, L.P. 9/29/99 5,000 2.5625 Smith Moore & Co.
Woodbourne Partners, L.P. 10/21/99 21,900 2.4375 Smith Moore & Co.
</TABLE>
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CUSIP No. 019222 10 8 13D Page 5 of 6 Pages
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<TABLE>
<S> <C> <C> <C> <C>
Woodbourne Partners, L.P. 10/22/99 4,000 2.375 Smith Moore & Co.
Woodbourne Partners, L.P. 11/15/99 27,800 2.500 Huntleigh
Woodbourne Partners, L.P. 11/18/99 30,000 2.9375 Smith Moore & Co.
Woodbourne Partners, L.P. 11/23/99 9,200 2.808 Smith Moore & Co.
Woodbourne Partners, L.P. 11/24/99 3,500 2.902 Smith Moore & Co.
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
In Amendment No. 4 filed May 11, 1998, the Reporting Person reported
that Summit Global Management, Inc. ("Summit", an Ohio corporation and funds
management firm owned shares of Stock of the Issuer for its clients. As reported
in Amendment No. 4, Summit is a wholly owned subsidiary of PICO Holdings, Inc.
("ICO", a California corporation, Mr. Weil is a member of the Board of
Directors of both PICO and Summit and members of Mr. Weil's family own
approximately 7.4% of the common stock of PICO. As of the date of this Amendment
No. 5, Summit no longer owns shares of Stock of the Issuer either for its
account or for the accounts of its clients.
In Amendment No. 4 filed May 11, 1998, the Reporting Person reported
that it was one of several purchasers of 14% Promissory Notes ("Note" or
"Notes") in the aggregate principal amount of $5,000,000 which were issued and
sold by the Issuer and certain of its affiliates pursuant to a certain Note
Purchase Agreement dated August 7, 1997 (the "Note Purchase Transaction"). The
principal amount of the Note purchased by the Reporting Person in connection
with the Note Purchase Transaction was $2,000,000. In consideration of the
purchase of the Notes, the Issuer agreed to issue warrants to the Reporting
Person and the other purchasers to purchase an indicated number of shares of the
Issuer's Stock. Specifically, the Reporting Person was issued a warrant as of
August 7, 1997 to purchase 25,000 shares of the Issuer's Stock pursuant to, and
upon the terms and conditions of, such warrant. Incident to refinancing of the
Issuer's debt subsequent to the filing of Amendment No. 4, the Notes held by all
purchasers, including the Reporting Person, were paid in full.
In August of 1997, Mr. Weil was elected to the Board of Directors of
the Issuer. In connection with such election, Mr. Weil was granted an option to
acquire up to 10,000 shares of the Issuer's Stock pursuant to the "Directors
Non-Qualified Option Plan" maintained by the Issuer (the "Plan"). Mr. Weil has
been granted the following options to acquire the indicated number of additional
shares of the Issuer's Stock under the Plan as consideration for his annual
director's fee:
<TABLE>
<CAPTION>
DATE OF GRANT NUMBER OF SHARES
------------- ----------------
<S> <C> <C>
11/17/97 1,000
2/9/98 500
11/16/98 1,500
4/1/99 5,000
11/12/99 1,000
</TABLE>
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CUSIP No. 019222 10 8 13D Page 6 of 6 Pages
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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.
WOODBOURNE PARTNERS, L.P.,
by its General Partner, CLAYTON
MANAGEMENT COMPANY
/s/ John D. Weil
------------------------------
John D. Weil, President
December 14, 1999
