UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
ALLIED HEALTHCARE PRODUCTS, INC.
_________________________________________________________________
(Name of Issuer)
Common Stock
_________________________________________________________________
(Title of Class of Securities
019222108
____________________________
(CUSIP Number)
Brent D. Baird
1350 One M&T Plaza
Buffalo, New York 14203 (Phone: (716) 849-1484)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 29, 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 __.
*The remainder of this cover page shall be filed 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).
<PAGE>
SCHEDULE 13D
Amendment No. 2
CUSIP NO. 019222108
1. Name of Reporting Person
SS or Identification No. of above person (optional)
The Cameron Baird Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
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
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 235,600
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
235,600
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
235,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.018%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 2
CUSIP NO. 019222108
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Bridget B. Baird, Successor Trustee under an Agreement with
Cameron Baird dated 12/23/38
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 56,100
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
56,100
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.719%
14. TYPE OF REPORTING PERSON*
IN, OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 2
CUSIP NO. 019222108
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Jane D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 17,100
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
17,100
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.219%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 2
CUSIP NO. 019222108
1.Name of Reporting Person
SS or Identification No. of above person (optional)
First Carolina Investors, Inc.
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
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 OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 850,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
850,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.888%
14. TYPE OF REPORTING PERSON*
CO, IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 2
INTRODUCTION
The acquisition of 510,900 shares ("Shares") of Common Stock
of the Issuer was previously reported by the Reporting Persons in
a Schedule 13D, which was filed with the Securities and Exchange
Commission on August 5, 1999, as amended by Schedule 13D
Amendment No. 1, which was filed with the Securities and Exchange
Commission on November 29, 1999 ("Amendment No. 1"). Since the
filing of Amendment No. 1, two of the previous Reporting Persons
(The Cameron Baird Foundation and Bridget B. Baird, Successor
Trustee) have purchased additional Shares, and two new Reporting
Persons (Jane D. Baird and First Carolina Investors, Inc.) have
purchased Shares. The number of Shares now held by the Reporting
Persons is 1,409,800 Shares.
The Cover Pages for the two previous Reporting Persons are
hereby amended as shown in this Amendment No. 2. Cover Pages for
the two new Reporting Persons are hereby added as shown in this
Amendment No. 2. Items 2, 3 and 5 are hereby amended as shown in
this Amendment No. 2. All other Cover Pages and Items remain
unchanged from the previous Schedule 13D, as amended.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT
BY THE REPORTING PERSONS SHALL NOT BE CONSTRUED AS A
STATEMENT OR ADMISSION THAT THE REPORTING PERSONS (I)
ARE ACTING AS A GROUP IN THE ACQUISITION OF THE
SHARES, (II) COLLECTIVELY CONSTITUTE A "PERSON" WITHIN
THE MEANING OF SECTION 13(D)(3) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"), OR (III)
FOR THE PURPOSES OF SECTION 13(D) OF THE ACT, ARE THE
BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE SHARES
IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN
THIS STATEMENT TO HAVE A BENEFICIAL INTEREST.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended to add the following information with
respect to the two new Reporting Persons:
(7) JANE D. BAIRD
(a) Jane D. Baird
(b) 8877 Jennings Road, Eden, NY 14057
(c) homemaker
(d) No
(e) No
(f) U.S.A.
(8) FIRST CAROLINA INVESTORS, INC.
First Carolina Investors, Inc. ("FCI") is executing and
submitting information in this Schedule 13D with respect to its
holdings of the Shares of the Issuer because Brent D. Baird,
Chairman and a director of FCI, and Bruce C. Baird, a director of
FCI, have beneficial ownership of approximately 22.5% and 13.7%,
respectively, of the common stock of FCI; Brent D. Baird and
Bruce C. Baird are brothers and their ownership of FCI common
stock, when aggregated with the beneficial interests in FCI
common stock of their spouses, children, parent, siblings, and
various corporations, trusts and other entities associated with
the Baird family, aggregates approximately 52.9% of the
outstanding common stock of FCI. FCI denies that, with respect
to the Shares of the Issuer, FCI constitutes a "group" with any
of the various Baird family persons and entities (collectively,
"Bairds") or that it has any agreement or understanding with the
Bairds to act in concert with respect to the acquisition,
disposition, voting or other matters relating to the Issuer or
the Shares. FCI and the Bairds have placed orders to purchase
the Shares of the Issuer through Brent D. Baird, who is a
registered securities broker, and they may place future orders to
purchase or sell the Shares through Mr. Baird, but any decision
by FCI to purchase or sell the Shares of the Issuer will be made
independently of any decision made by any of the Bairds with
respect to any purchase or sale for their respective accounts.
State of organization: Delaware
Principal Business: Closed-end non-diversified
management investment company
Address: 1130 East 3rd St., Suite 410, Charlotte,
North Carolina 28204
Directors:H. Thomas Webb, III
Brent D. Baird
Bruce C. Baird
Patrick W.E. Hodgson
Theodore E. Dann, Jr.
Officers: H. Thomas Webb, III - President
Brent D. Baird - Chairman of the Board
Bruce C. Baird - Vice President
Secretary
Treasurer
Cynthia Raby - Assistant Secretary
(d) No
(e) No
Information on Individual Directors and Officers pursuant to
Instruction C:
(a) H. Thomas Webb, III
(b) 1130 East 3rd St., Suite 410,
Charlotte, NC 28204
(c) President of First Carolina Investors, Inc.
(d) No
(e) No
(f) U.S.A.
(a) Brent D. Baird
(b) 17 Tudor Place, Buffalo, New York 14222
(c) Private Investor,
1350 One M&T Plaza, Buffalo, New York 14203
(d) No
(e) No
(f) U.S.A.
(a) Bruce C. Baird
(b) 331 Lincoln Parkway, Buffalo, New York 14216
(c) President, Belmont Management Co., Inc.
215 Broadway, Buffalo, New York 14204
(d) No
(e) No
(f) U.S.A.
(a) Patrick W.E. Hodgson
(b) 617 Wellington Street North, London,
Ontario N6A 3R6
(c) Chairman, T-W Truck Equippers, Inc.
(distributors of truck equipment),
2025 Walden Avenue, Buffalo, New York 14225
(d) No
(e) No
(f) Canada
(a) Theodore E. Dann, Jr.
(b) 540 Mill Road, East Aurora, New York 14052
(c) Vice President, Director and Corporate
Attorney, Ferro Alloy Services, Inc.,
Suite 463, Carborundum Center, Niagara
Falls, New York 14303
(d) No
(e) No
(f) U.S.A.
(a) Cynthia Raby
(b) 1130 East 3rd St., Suite 410,
Charlotte, North Carolina 28204
(c) Assistant Secretary of
First Carolina Investors, Inc.
(d) No
(e) No
(f) U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Item 3 is hereby amended to add the following:
The source of funds used for the purchase of Shares by Jane D.
Baird, were her personal funds. The source of funds used for the
purchase of Shares by First Carolina Investors, Inc. was its
working capital. The Reporting Persons did not borrow any funds
to acquire the Shares. The amounts of funds paid for the Shares
(which does not include commissions) by The Cameron Baird
Foundation, Bridget B. Baird, Successor Trustee, Jane D. Baird,
and First Carolina Investors, Inc. are as follows:
The Cameron Baird $ 86,744 (only includes purchases
Foundation since the filing of
Amendment No. 1)
Bridget B. Baird,
Successor Trustee $ 5,513 (only includes purchases
since the filing of
Amendment No. 1)
Jane D. Baird $ 51,856
First Carolina Investors,
Inc. $2,390,625
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to read as follows:
(a) The Reporting Persons hereby report beneficial ownership, in
the manner hereinafter described, of 1,409,800 Shares of the
Issuer:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
<S> <C> <C>
The Cameron Baird 235,600 3.018%
Foundation
Aries Hill Corp. 50,000 0.640%
Bruce C. Baird 100,000 (2) 1.281%
Brent D. Baird 91,000 (3) 1.166%
Bridget B. Baird,
Successor Trustee (4) 56,100 0.719%
Cameron D. Baird 10,000 0.128%
Jane D. Baird 17,100 0.219%
First Carolina Investors, 850,000 10.888%
Inc. ______ ______
TOTAL 1,409,800 18.059%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 7,806,682 Shares as
reported in the Issuer's Form 10-Q as of July 30, 2000.
(2) 50,000 of such Shares are held by Bruce C. Baird
individually and 50,000 of such Shares are held by
Bruce C. Baird's Individual Retirement Account.
(3) 81,000 of such Shares are held by Brent D. Baird
individually and 10,000 of such Shares are held by
Brent D. Baird's retirement plan.
(4) The income beneficiary of the trust is Jane D.
Baird (during her lifetime). The remainder
beneficiaries of the trust are the issue of Jane
D. Baird.
(b) The Reporting Persons have sole voting and sole dispositive
power over the Shares enumerated in paragraph (a).
(c) The following purchases of the Shares were effected during
the past sixty days:
<TABLE>
<CAPTION>
Price/Share
(in Dollars
Commissions
Purchase In Number of not Transaction Made
The Name Of Date Shares included) Through
<S> <C> <C> <C> <C>
Jane D. Baird 11/16/00 2,000 2 15/16 First Clearing Corp.
11/16/00 5,000 3 First Clearing Corp.
11/17/00 5,000 3 First Clearing Corp.
First Carolina
Investors, 11/29/00 850,000 2 13/16 First Clearing Corp.
Inc.
</TABLE>
(d) Not applicable
(e) Not applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
DATED this 1st day of December, 2000.
The Cameron Baird Foundation
By: s/Brian D. Baird
Brian D. Baird, Trustee
Bridget B. Baird, Successor
Trustee; and Jane D. Baird
By: s/Brian D. Baird
Brian D. Baird, as attorney-in-fact
First Carolina Investors, Inc.
By: s/Brent D. Baird
Brent D. Baird, Chairman
