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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
(Name of Issuer)
COMMON STOCK, $.001 PER SHARE
(Title of Class of Securities)
023857 10 5
(CUSIP Number)
November 21, 1997
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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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SCHEDULE 13G
CUSIP NO. 023857 10 5 PAGE 2 OF 7 PAGES
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AMEDIA FAMILY LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER 1,500,000
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER 0
EACH
REPORTING ---------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER 1,500,000
WITH
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.5%, based upon 12,987,386 shares outstanding at 12/31/97.
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
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ITEM 1(a) NAME OF ISSUER:
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
755 Boardman-Canfield Road
South Bridge Executive Center
Building G West
Boardman, Ohio 44512
ITEM 2(a) NAME OF PERSON FILING:
Amedia Family Limited Partnership, an Ohio limited partnership
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
496 South Briarcliff Drive
Canfield, Ohio 44406
ITEM 2(c) CITIZENSHIP:
Ohio
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.001 par value per share
ITEM 2(e) CUSIP NUMBER:
023857 10 5
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b)
OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act (15 U.S.C. 78o)
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c)
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c)
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-80)
(e) [ ] An investment Adviser in accordance with Section
240.13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G)
Page 3 of 7 Pages
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(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
If this statement is filed pursuant to Section 240.13d-1(c), check this box. [X]
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) AMOUNT BENEFICIALLY OWNED:
The Amedia Family Limited Partnership is the beneficial owner
of 1,500,000 shares of Common Stock of American Architectural Products
Corporation.
(b) PERCENT OF CLASS:
The Amedia Family Limited Partnership is the beneficial owner
of 11.5% of the Common Stock of American Architectural Products Corporation,
based upon 12,987,386 shares outstanding as of December 31, 1997.
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote
1,500,000
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
1,500,000
(iv) shared power to dispose or to direct the
disposition of
0
Instruction: For computations regarding securities which represent a right
to acquire an underlying security see Section 240.13d-3(d)(1).
Page 4 of 7 Pages
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
Not applicable.
Instruction: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of the
class, such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
Frank J. Amedia and Lorilee Amedia are the general partners in
the Amedia Family Limited Partnership. Pursuant to the terms of the limited
partnership agreement, Mr. and Mrs. Amedia have the power to direct the receipt
of dividends from, or the proceeds from the sale of the Common Stock. In
addition, Mr. and Mrs. Amedia each own 48% of the partnership units of the
Amedia Family Limited Partnership and, thereby, possess the right to receive
dividends from or the proceeds from the sale of his or her pro rata interest in
the Common Stock upon distribution of assets from the Amedia Family Limited
Partnership. Four limited partners in the Amedia Family Limited Partnership each
own a 1% partnership interest, entitling each to receive dividends from or the
proceeds from the sale of his or her pro rata interest in the Common Stock upon
distribution of assets from the Amedia Family Limited Partnership.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
If a parent holding company has filed this Schedule pursuant
to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company has filed this Schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the relevant subsidiary.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this Schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(h) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a
group has filed this Schedule pursuant to Section 240.13d-1(d), attach an
exhibit stating the identity of each member of the group.
Not applicable.
Page 5 of 7 Pages
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if required,
by members of the group, in their individual capacity. See Item 5.
Not applicable.
Page 6 of 7 Pages
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ITEM 10. CERTIFICATION
The following certification shall be included if the statement
is filed pursuant to Section 240.d-1(c);
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
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.
4/13/98
-------------------------------------
Date
AMEDIA FAMILY LIMITED PARTNERSHIP
By: /s/ Frank J. Amedia
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Signature
Frank J. Amedia, its General Partner
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Name/Title
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