-----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, NL+TWSv+v7igu2jL5aUVyXTvuveTkLKxpT91NAQE7bxK9kPGjncbdSo4KglWYhN3 mtxY0/YqVQX6TqqZ3nooOw== 0000950124-96-004519.txt : 19961029 0000950124-96-004519.hdr.sgml : 19961029 ACCESSION NUMBER: 0000950124-96-004519 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961028 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED HEALTHCARE PRODUCTS INC CENTRAL INDEX KEY: 0000874710 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 251370721 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43614 FILM NUMBER: 96648832 BUSINESS ADDRESS: STREET 1: 1720 SUBLETTE AVE CITY: ST LOUIS STATE: MI ZIP: 63110 BUSINESS PHONE: 3147712400 MAIL ADDRESS: STREET 1: 1720 SUBLETTE AVENUE CITY: ST LOUIS STATE: MO ZIP: 63110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEIL JOHN D CENTRAL INDEX KEY: 0000904314 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 N BROADWAY SUITE 825 CITY: ST LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 3144214600 MAIL ADDRESS: STREET 1: 200 N BROADWAY SUITE 825 CITY: ST LOUIS STATE: MO ZIP: 63102 SC 13D/A 1 SCHEDULE 13D, AMENDMENT #2 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Allied Healthcare Products, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 019222108 ------------------------------------ (CUSIP Number) Joseph D. Lehrer, Esq. Equitable Building, 10 S. Broadway, St. Louis, MO (314) 241-9090 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 22, 1996 ------------------------------------ (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 / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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). (Continued on following page(s)) Page 1 of 7 Pages 2 CUSIP NO. 019222108 13D PAGE 2 OF 7 PAGES ---------------- --- ------ ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John D. Weil, SS# ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /XX/ - -------------------------------------------------------------------------------- 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 USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 377,000, subject to the disclaimer contained in Item 5. OWNED BY --------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 27,000, subject to the disclaimer contained in Item 5. --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 377,000, subject to the disclaimer contained in Item 5. --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 27,000, subject to the disclaimer contained in Item 5. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 587,600, subject to the disclaimer contained in Item 5. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.54% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * IN - -------------------------------------------------------------------------------- READ INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP NO. 019222108 Page 3 of 7 AMENDMENT NO. 2 TO SCHEDULE 13D The Reporting Person 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. In this regard, Item 4, Item 5 and Item 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. Summit Global Management, Inc. ("Summit"), an Ohio corporation, is a funds management firm that has purchased 88,900 shares of Stock of the Issuer for its clients. One of Summit's clients is American Physicians Life Insurance Company ("APL"), an Ohio corporation, which owns approximately 19,000 shares of Stock of the Issuer. Summit and APL are wholly owned subsidiaries of Physicians Insurance Company of Ohio ("PICO"), an Ohio corporation. The Reporting Person is a member of the Board of Directors of both PICO and Summit. In addition, the Reporting Person and members of his family own approximately 8.4% of the common stock of PICO. It is not contemplated that any of the acquisitions reported hereunder or any future acquisitions will result in any change in the present management of the Issuer. The owners listed in Item 5 have no present plans or proposals which relate to or would result in: (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (b) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (c) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or fill any existing vacancies on the board; (d) any material change in the present capitalization or dividend policy of the Issuer; (e) any other material change in the Issuer's business or corporate structure; (f) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (g) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be quoted in an inter-dealer quotation system of a registered national securities association; 4 CUSIP NO. 019222108 Page 4 of 7 (h) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or (i) any action similar to those enumerated above. 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 587,600 shares of Stock in the manner hereinafter described:
Percentage of Relationship to Number of Outstanding Shares Held in Name of Reporting Person Shares Securities - ----------------------------- -------------------- ---------------- -------------------- John D. Weil Reporting Person 194,000 2.49% RKW Management Services, L.P. Partnership 110,000 1.41% Controlled by Reporting Person Paula K. Weil Sister 38,500 .49% Richard K. Weil, Jr. Brother 43,000 .55% Mark S. Weil Brother 30,000 .38% Mark S. Weil and John D. Nephew 9,000 .12% Weil, Trustees for Daniel D. Weil (Item 10 Trust) Mark S. Weil, Trustee for Trust for Nephew 24,000 .31% Daniel D. Weil, ex. by Richard K. Weil Mark S. Weil and John D. Nephew 9,000 .12% Weil, Trustees for Alexander P. Weil (Item 10 Trust) Mark S. Weil, Trustee for Trust for Nephew 23,100 .30% Alexander P. Weil, ex. by Richard K. Weil Mark S. Weil, Trustee for Trust for Nephew 5,000 .06% Alexander P. Weil Trust dated 6/5/95 John D. Weil, Trustee for Daughter 9,000 .12% Victoria L. Weil, (Item 10 Trust) John D. Weil, Trustee for Trust for Daughter 30,000 .38% Victoria L. Weil, ex. by Richard K. Weil Gideon J. Weil Son 10,000 .13% John D. Weil, Trustee for Son 9,000 .12% Gideon J. Weil (Item 10 Trust)
5 CUSIP NO. 019222108 Page 5 of 7 John D. Weil, Trustee for Trust for Son 20,000 .26% Gideon J. Weil, ex. by Richard K. Weil Richard K. Weil, Jr. and Nephew 9,000 .12% John D. Weil, Trustees for Samuel J. G. Weil (Item 10 Trust) Samuel J.G. Weil Nephew 5,000 .06% Gabriel I. Weil Nephew 3,000 .04% Amelia J. Weil Niece 2,000 .03% Clayton Management Company Corporation 5,000 .06% Controlled by Reporting Person ------- ----- TOTAL 587,600 7.54% ======= ===== (-.01 rounding error)
The foregoing percentages assume that the Issuer has 7,796,682 shares of Stock outstanding. All shares held in the name of family members or family trusts of the Reporting Person are reported as beneficially owned by the Reporting Person because those family members or trusts may seek investment advise or voting advice of the Reporting Person. All shares held in the name of the partnership controlled by the Reporting Person are reported as beneficially owned by the Reporting Person because, as sole shareholder of the corporate general partner of such partnership, the Reporting Person has voting and investment power with respect to the shares owned by such partnership. All shares held in the name of the corporation controlled by the Reporting Person are reported as beneficially owned by the Reporting Person because, as sole shareholder, director and officer of such corporation, the Reporting Person has voting and investment power with respect to the shares owned by such corporation. Except for Stock held in the name of the Reporting Person, or in trust wherein the Reporting Person is the trustee, or in the name of the partnership controlled by the Reporting Person, or in the name of the corporation controlled by the Reporting Person, there is no written document or agreement conferring the right of the Reporting Person to acquire or dispose of the Stock or giving the Reporting Person the right to vote such shares of Stock. AS PROVIDED IN S.E.C. REGULATION SECTION 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). 6 CUSIP NO. 019222108 Page 6 of 7 (c)
Net Price Number Per Transaction Purchase/(Sale) in the Name of Date of Shares Share Made Through - ------------------------------ ---- --------- ----- ------------ Richard K. Weil, Jr. 9/5/96 5,000 6.375 Jefferies & Co. John D. Weil 9/5/96 5,000 6.375 Jefferies & Co. RKW Management Services, L.P. 9/6/96 5,000 6.5 Jefferies & Co. Paula K. Weil 9/6/96 2,000 6.5 Jefferies & Co. Mark S. Weil 9/6/96 3,000 6.5 Jefferies & Co. RKW Management Services, L.P. 9/9/96 10,000 6.5 Jefferies & Co. Paula K. Weil 9/16/96 4,000 6.8125 Jefferies & Co. Richard K. Weil, Jr. 9/16/96 8,000 6.8125 Jefferies & Co. Mark S. Weil 9/16/96 2,000 6.8125 Jefferies & Co. John D. Weil 9/16/96 5,000 6.8125 Jefferies & Co. John D. Weil 9/19/96 20,000 6.875 Merrill Lynch Daniel D. Weil - Item 10 9/19/96 3,000 6.875 Merrill Lynch Alexander P. Weil - Item 10 9/19/96 3,000 6.875 Merrill Lynch Victoria L. Weil - Item 10 9/19/96 3,000 6.875 Merrill Lynch Gideon J. Weil - Item 10 9/19/96 3,000 6.875 Merrill Lynch Samuel J.G. Weil - Item 10 9/19/96 3,000 6.875 Merrill Lynch John D. Weil 9/19/96 (15,000) 6.875 Jefferies & Co. John D. Weil 9/24/96 4,000 7 Merrill Lynch RKW Management Services, LP 10/22/96 5,000 7.125 Jefferies & Co. Paula K. Weil 10/22/96 4,300 7.125 Jefferies & Co. John D. Weil 10/22/96 5,000 7.125 Jefferies & Co.
(d) Not applicable. (e) Not applicable. 7 CUSIP NO. 019222108 Page 7 of 7 ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Reporting Person is Trustee of several of the trusts mentioned in Item 5. The Reporting Person is sole shareholder of the corporate general partner of the partnership mentioned in Item 5. The Reporting Person is the sole shareholder, director and officer of the corporation mentioned in Item 5. The Reporting Person is related to all other persons mentioned in Item 5, including the trustees and beneficiaries of all of the trusts mentioned in Item 5. The Reporting Person is also a member of the Board of Directors of Summit and PICO. Summit has purchased 88,900 shares of Stock of the Issuer for its clients. One of Summit's clients, APL, owns approximately 19,000 shares of Stock of the Issuer. Summit and APL are wholly owned subsidiaries of PICO. In addition, the Reporting Person and members of his family own approximately 8.4% of the common stock of PICO. The Reporting Person does not have any agreements with PICO, Summit or APL with respect to the securities of the Issuer. 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. /s/ John D. Weil ---------------------- John D. Weil October 28, 1996 -----END PRIVACY-ENHANCED MESSAGE-----