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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. 6 )*
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)
NOVEMBER 20, 2000
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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 5 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
2,321,800, SUBJECT TO THE DISCLAIMER IN ITEM 5.
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
2,321,800, SUBJECT TO THE DISCLAIMER IN ITEM 5.
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,317,300, 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)
29.74%
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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 5 Pages
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AMENDMENT NO. 6 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, Amendment No. 4 filed May 11, 1998
and Amendment No. 5 filed December 14, 1999. 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").
The Cover Page for Woodbourne Partners, L.P. is hereby amended as shown
in this Amendment No. 6. 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.
Todd Shipyards Corporation ("Todd"), a Delaware corporation, is a ship
builder that owns for its own account approximately 370,000 shares of Stock of
the Issuer. Mr. Weil is a member of the Board of Directors of Todd. In addition,
the Reporting Person and members of Mr. Weil's family collectively own
approximately 10.5% of the common stock of Todd.
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 2,321,800 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 2,303,300 29.50%
John D. Weil Sole Director and Shareholder of the 8,500(1) 0.11%
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 2,321,800 29.74%
========= ======
</TABLE>
The foregoing percentages assume that the Issuer has 7,806,682 shares of
Stock outstanding.
--------------------------
(1) Represents 4,000 shares purchased by Mr. Weil in is individual
retirement account and 4,500 shares which may be acquired upon exercise of his
stock options reported in Item 6.
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CUSIP No. 019222 10 8 13D Page 4 of 5 Pages
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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 ss.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>
Net
Price
Number Per Transaction
Purchase/(Sale) in the Name of Date of Shares Share Made Through
------------------------------ ---- --------- ----- ------------
<S> <C> <C> <C> <C>
Woodbourne Partners, L.P. 10/2/00 14,500 3 Smith Moore & Co.
Woodbourne Partners, L.P. 11/20/00 46,600 2.9375 Jefferies & Co.
Woodbourne Partners, L.P. 11/28/00 50,000 2.8714 Smith Moore & Co.
Woodbourne Partners, L.P. 11/28/00 21,000 2.875 J. Michael Patrick
Woodbourne Partners, L.P. 11/29/00 735,700 2.8125 Jefferies & Co.
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
As a member of the Board of Directors of the Issuer Mr. Weil receives
options to acquire 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:
DATE OF GRANT NUMBER OF SHARES
------------- ----------------
08/04/97 10,000
11/17/97 1,000
2/9/98 500
11/16/98 1,500
4/1/99 5,000
11/12/99 1,000
11/14/00 1,000
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CUSIP No. 019222 10 8 13D Page 5 of 5 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
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John D. Weil, President
November 30, 2000
