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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
023857 10 5
(CUSIP Number)
JOSEPH DOMINIJANNI
AAP HOLDINGS, INC.
6500 BROOKTREE ROAD
WEXFORD, PENNSYLVANIA 15090
(724) 940-2330
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 31, 1997
(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 / /.
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).
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SCHEDULE 13D
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CUSIP NO. 023857 10 5 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON AAP HOLDINGS, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 34-1835731
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* AF
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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 DELAWARE
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7 SOLE VOTING POWER 7,548,633
NUMBER OF
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 7,548,633
WITH
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,548,633
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.1%, based on 12,987,386 shares
outstanding as of December 31, 1997.
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14 TYPE OF REPORTING PERSON* CO
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This Amendment No. 2 (the "Amendment") amends the Schedule 13D filed on
October 25, 1996, as previously amended (the "Schedule 13D") with regard to the
common stock, par value $.001 per share (the "Common Stock" of American
Architectural Products Corporation, a Delaware corporation ("AAPC"), as set
forth below. Capitalized terms used without definition in this Amendment shall
have the meanings ascribed thereto in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information contained in Items 1 and 5 of the Schedule 13D is
hereby supplemented by the following:
ITEM 1. SECURITY AND ISSUER.
On April 1, 1997, AAPC became the successor of Forte Computer Easy,
Inc. ("FCEI") for purposes of beneficial ownership reporting pursuant to a
merger. The merger had the effect of changing FCEI's domicile and name, but did
not alter the respective interests of its security holders except to effect a
1-for-10 reverse stock split and increase the authorized capital stock from
50,000,000 shares of common stock and 5,000,000 shares of preferred stock, each
par value $.01 per share, to 100,000,000 million shares of common stock, par
value $.001 per share, and 20,000,000 shares of preferred stock. The Issuer's
principal executive offices are now located at 755 Boardman-Canfield Road, South
Bridge Executive Center, Building G West, Boardman, Ohio 44512.
The CUSIP No. for AAPC's common stock is 023857 10 5.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
On December 18, 1996, AAPH acquired 1,000,000 shares of Series A
Preferred Stock of AAPC and options to purchase up to 8,798,322 shares of AAPC
Common Stock, exercise of which was contingent upon the exercise of stock
options granted to other optionees. In addition, Mr. Frank Amedia granted AAPH
an irrevocable proxy to vote all shares of AAPC Common Stock owned by Mr. Amedia
in favor of certain matters (the "Amedia Proxy").
In January 1997, the expiration of certain stock options held by other
optionees resulted in an adjustment to the number of shares of Common Stock
issuable to AAPH pursuant to the stock options granted in December 1996 to
7,076,550. On April 1, 1997, AAPC consummated a change of domicile merger, which
effected a 1-for-10 reverse stock split, an increase in the authorized capital
of the Issuer and the automatic conversion of the Series A Preferred Stock. As a
result, the 1,000,000 shares of Series A Preferred Stock of FCEI owned by AAPH
were automatically converted into 7,548,633 shares of the Common Stock of AAPC
and options granted to AAPH to purchase up to 7,076,550 shares of Common Stock
of FCEI were converted into options to purchase up to 707,655 shares of Common
Stock of AAPC. The merger did not alter the interests of the Issuer's security
holders, including AAPH.
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Finally, on December 31, 1997, the Amedia Proxy expired. As a result,
AAPH no longer holds shared voting power over Mr. Amedia's shares. As of
December 31, 1997, taking into effect the expiration of the Amedia Proxy, AAPH
beneficially owns 7,548,633 shares, or 58.1%, of the Common Stock of AAPC, not
including 707,655 shares of Common Stock which are subject to unexercised stock
options which may be exercised only upon the exercise of stock options by Mr.
Amedia and John Masternick.
Page 4 of 5 Pages
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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.
2/16/98 By: /s/ Joseph Dominijanni
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Date Name: Joseph Dominijanni
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Title: Treasurer
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Page 5 of 5 Pages
