-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N22OVutjo9rmgCiw+41xFjV1ZScdXnZGmZscAMCSXfPQYIRvBmi00aDn6uoGdY+k +eLoURlvfzHn398rwXPXmg== /in/edgar/work/20000530/0000929771-00-000002/0000929771-00-000002.txt : 20000919 0000929771-00-000002.hdr.sgml : 20000919 ACCESSION NUMBER: 0000929771-00-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000530 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARISTOTLE CORP CENTRAL INDEX KEY: 0000790071 STANDARD INDUSTRIAL CLASSIFICATION: [2340 ] IRS NUMBER: 061165854 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37772 FILM NUMBER: 645742 BUSINESS ADDRESS: STREET 1: 27 ELM STREET CITY: NEW HAVEN STATE: CT ZIP: 06510 BUSINESS PHONE: 2038674090 MAIL ADDRESS: STREET 1: 27 ELM STREET CITY: NEW HAVEN STATE: CT ZIP: 06510 FORMER COMPANY: FORMER CONFORMED NAME: FIRST CONSTITUTION FINANCIAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FFB CORP DATE OF NAME CHANGE: 19880523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENEVE CORP /DE/ CENTRAL INDEX KEY: 0000929771 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 132720377 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 96 CUMMINGS POINT RD CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033588000 MAIL ADDRESS: STREET 2: 96 CUMMINGS POINT RD CITY: STAMFORD STATE: CT ZIP: 06902 SC 13D/A 1 0001.txt PAGE 1 of 5 PAGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) THE ARISTOTLE CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 040 448201 (Cusip Number) Steven B. Lapin 96 Cummings Point Road Stamford, CT 06902 (203) 358-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 26, 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 [ ]. 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 or the Act but shall be subject to all other provisions of the Act (however, see the Notes). Cusip No. 040 448201 PAGE 2 OF 5 PAGES 1. NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Geneve Corporation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 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 7. SOLE VOTING POWER OF SHARES 815,599 SHARES BENEFICIALLY ------- OWNED BY EACH 8. SHARED VOTING POWER REPORTING 0 SHARES (See Item 5) PERSON WITH ------- 9. SOLE DISPOSITIVE POWER 815,599 SHARES ------- 10.SHARED DISPOSITIVE POWER 0 SHARES (See Item 5) ------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 815,599 SHARES 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.6% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS PAGE 3 OF 5 PAGES Item 1. Security and Issuer. -------------------- The undersigned hereby supplements and amends the Schedule 13D, dated January 9, 1998 (the "Statement"), filed in connection with the Common Stock, par value $.01 per share ("Common Stock"), of The Aristotle Corporation, a Delaware corporation (the "Company"), as follows (reference is made to the Statement for previously reported facts): Item 4. Purpose of Transaction. ----------------------- Item 4 of the Statement is hereby amended to add the following: On May 5, 2000, Geneve converted 10 shares of Series F Preferred Stock, 1,205 shares of Series G Preferred Stock and 1,205 shares of Series H Preferred Stock into an aggregate of 4,033 shares of Common Stock. Geneve reserves the right to change its mind with respect to any or all matters referred to in Item 4 of the Statement." Item 5. Interest in Securities of the Issuer. ------------------------------------- Item 5 of the Statement is hereby amended in its entirety to read as follows: "Geneve is the beneficial owner of and has the power to vote and dispose of 815,599 shares of Common Stock which constitute 44.6% of the outstanding Common Stock of the Company, as of the date of the information most recently available to Geneve. As noted in Item 2 hereof, Mr. Edward Netter may be deemed to be the controlling person of Geneve. On January 2, 1998, Geneve acquired from the Company 489,131 shares of Series E Preferred Stock at $4.60 per share. On that same date, Geneve acquired from the Company 30,000 shares of Common Stock at $4.50 per share. On August 6, 1999, Geneve acquired 23,608 shares of Series F Preferred Stock at $10.00 per share in a private transaction. Each share of Series F Preferred Stock is convertible into 1.6666667 shares of Common Stock. On January 3, 2000, Geneve acquired 4,053 shares of Series G Preferred Stock and 29,148 shares of Series H Preferred Stock at $10.00 per share in private transactions. Each share of Series G Preferred Stock and Series H Preferred Stock is convertible into 1.6666667 shares of Common Stock. On February 9, 2000, Geneve converted (i) $330,000 stated value of Series E Preferred Stock into a promissory note of the Company payable to the order of Geneve in the principal amount of $330,000, and (ii) $1,920,000 stated value of Series E Preferred Stock into 489,131 shares of Common Stock. In addition, Geneve converted (a) 23,608 shares of Series F Preferred Stock into 39,347 shares of Common Stock, (b) 4,053 shares of Series G Preferred Stock into 6,755 shares of Common Stock and (c) 29,148 shares of Series H Preferred Stock into 48,580 shares of Common Stock. PAGE 4 of 5 PAGES On April 6, 2000, Geneve acquired 10 shares of Series F Preferred Stock, 1,205 shares of Series G Preferred Stock and 1,205 shares of Series H Preferred Stock at $10.00 per share in a private transaction; on that same date, Geneve converted such shares into an aggregate of 4,033 shares of Common Stock. On April 18, 2000, Geneve acquired 4,616 shares of Series H Preferred Stock at $10.00 per share in a private transaction; on that same date, Geneve converted such shares into an aggregate of 7,693 shares of Common Stock. On May 5, 2000, Geneve acquired 10 shares of Series F Preferred Stock, 1,205 shares of Series G Preferred Stock and 1,205 shares of Series H Preferred Stock at $10.00 per share in a private transaction; on that same date, Geneve converted such shares into an aggregate of 4,033 shares of Common Stock. On May 17, 2000, Geneve acquired an option to purchase 19,318 shares of Common Stock, at $5.25 per share, in a private transaction. The consideration for the option, which is exercisable through June 29, 2000, was $.75 per share. On May 19, 2000, Geneve acquired 3,209 shares of Common Stock at $5.00 per share in a private transaction. The following shares of Common stock were acquired during the past sixty days in open-market transactions at the prices and on the dates specified: Date Security Price Per Share No. of Shares ---- -------- --------------- ------------- May 3, 2000 Common Stock $4.57 2,500 May 15, 2000 Common Stock $4.57 3,200 May 18, 2000 Common Stock $5.05 13,000 May 22, 2000 Common Stock $5.07 2,000 May 23, 2000 Common Stock $5.07 2,000 May 25, 2000 Common Stock $5.07 4,800 May 26, 2000 Common Stock $5.27 8,000 To the best of its knowledge, except as otherwise described in the Statement, neither Geneve nor any of its officers or directors beneficially owns any Common Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock or Series H Preferred Stock. In addition, except as otherwise described in the Statement, neither Geneve nor any of its officers or directors has effected any transaction in the Common Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock or Series H Preferred Stock during the past sixty days." PAGE 5 OF 5 PAGES Signature - --------- After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. GENEVE CORPORATION By: /s/Steven B. Lapin ------------------ Steven B. Lapin May 30, 2000 -----END PRIVACY-ENHANCED MESSAGE-----