-----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, Ayar0izZBo2jbNIJyaCz0B2r84Ljyk6dVzGPDswUW0cV9IKAWeW3bRYFKJLWVwPc cAVj+s5aQYSc5Im5Q7dAAQ== 0000950124-99-006461.txt : 19991215 0000950124-99-006461.hdr.sgml : 19991215 ACCESSION NUMBER: 0000950124-99-006461 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991214 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: 231370721 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43614 FILM NUMBER: 99774186 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: WOODBOURNE PARTNERS L P CENTRAL INDEX KEY: 0001048869 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 1 SCHEDULE 13D (RULE 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* ALLIED HEALTHCARE PRODUCTS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 019222 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) JOHN D. WEIL 200 N. BROADWAY, SUITE 825, ST. LOUIS, MISSOURI 63102 (314) 421-4600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) AUGUST 25, 1999 - -------------------------------------------------------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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). 2 CUSIP NO. 019222 10 8 13D PAGE 2 OF 6 PAGES --------------------- -- -- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WOODBOURNE PARTNERS, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION MISSOURI - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,429,500, subject to the disclaimer in Item 5. SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 1,429,500, subject to the disclaimer in Item 5. OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,429,500, SUBJECT TO THE DISCLAIMER IN ITEM 5. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- CUSIP No. 019222 10 8 13D Page 3 of 6 Pages - -------------------------------------------------------------------------------- AMENDMENT NO. 5 TO SCHEDULE 13D John D. Weil 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, Amendment No. 2 filed October 28, 1996, Amendment No. 3 filed May 28, 1997 and Amendment 4 filed May 11, 1998. As reported in Amendment No. 3 filed May 28, 1997, all shares of Stock previously reported as beneficially owned by Mr. Weil, members of his family (other than Shares of Stock reported in Item 5 as held by Mr. Weil's son), family trusts or the partnership controlled by Mr. Weil were transferred to Woodbourne Partners, L.P. (the "Reporting Person"). Since the filing of Amendment No. 4 on May 11, 1998, Mr. Weil has purchased 4,000 shares of the Issuer's Stock through his Individual Retirement Account. The Cover Page for Woodbourne Partners, L.P. is hereby amended as shown in this Amendment No. 5. Items 4, 5 and 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. In Amendment No. 4 filed May 11, 1998, the Reporting Person reported that Summit Global Management, Inc. ("Summit"), an Ohio corporation and funds management firm owned shares of Stock of the Issuer for its clients. As reported in Amendment No. 4, Summit is a wholly owned subsidiary of PICO Holdings, Inc. ("PICO"), a California corporation, Mr. Weil is a member of the Board of Directors of both PICO and Summit and members of Mr. Weil's family own approximately 7.4% of the common stock of PICO. As of the date of this Amendment No. 5, Summit no longer owns shares of Stock of the Issuer either for its account or for the accounts of its clients. In Amendment No. 4 filed May 11, 1998, the Reporting Person reported that it was one of several purchasers of 14% Promissory Notes ("Note" or "Notes") in the aggregate principal amount of $5,000,000 which were issued and sold by the Issuer and certain of its affiliates pursuant to a certain Note Purchase Agreement dated August 7, 1997 (the "Note Purchase Transaction"). The principal amount of the Note purchased by the Reporting Person in connection with the Note Purchase Transaction was $2,000,000. In consideration of the purchase of the Notes, the Issuer agreed to issue warrants to the Reporting Person and the other purchasers to purchase an indicated number of shares of the Issuer's Stock. Specifically, the Reporting Person was issued a warrant as of August 7, 1997 to purchase 25,000 shares of the Issuer's Stock pursuant to, and upon the terms and conditions of, such warrant. Incident to refinancing of the Issuer's debt subsequent to the filing of Amendment No. 4, the Notes held by all purchasers, including the Reporting Person, were paid in full. In August of 1997, Mr. Weil was elected to the Board of Directors of the Issuer. In connection with such election, Mr. Weil was granted an option to acquire up to 10,000 shares of the Issuer's Stock pursuant to the "Directors Non-Qualified Option Plan" maintained by the Issuer (the "Plan"). Mr. Weil has been granted the following options to acquire the indicated number of additional shares of the Issuer's Stock under the Plan as consideration for his annual director's fee:
DATE OF GRANT NUMBER OF SHARES ------------- ---------------- 11/17/97 1,000 2/9/98 500 11/16/98 1,500 4/1/99 5,000 11/12/99 1,000
4 - -------------------------------------------------------------------------------- CUSIP No. 019222 10 8 13D Page 4 of 6 Pages - -------------------------------------------------------------------------------- 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 1,429,500 shares of Stock in the manner hereinafter described:
Percentage of Relationship to Number of Outstanding Shares Held in Name of Reporting Person Shares Securities ---------------------- ----------------- --------- ------------- Woodbourne Partners L.P. Reporting Person 1,415,500 18.13% John D. Weil Sole Director and Shareholder of the 4,000 0.05% General Partner of the Reporting Person Gideon J. Weil Son of Sole Director and Shareholder of the General Partner of the Reporting Person 10,000 0.13% ------ ----- TOTAL 1,429,500 18.31% ========= ======
The foregoing percentages assume that the Issuer has 7,806,682 shares of Stock outstanding. All shares held in the name of family members of the sole director and shareholder of the corporate general partner of the Reporting Person are reported as beneficially owned by the Reporting Person because those family members may seek investment advise or voting advice of such individual. 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). (c)
Pet Number Price Transaction Purchase/(Sale) in the Name of Date of Shares Per Share Made Through ------------------------------ ---- --------- --------- ------------ Woodbourne Partners, L.P. 8/25/99 81,600 2.125 Jefferies & Co. Woodbourne Partners, L.P. 9/21/99 6,000 2.6875 Smith Moore & Co. Woodbourne Partners, L.P. 9/24/99 5,000 2.603 Consolidated Woodbourne Partners, L.P. 9/28/99 1,500 2.603 Consolidated Woodbourne Partners, L.P. 9/29/99 5,000 2.5625 Smith Moore & Co. Woodbourne Partners, L.P. 10/21/99 21,900 2.4375 Smith Moore & Co.
5 - -------------------------------------------------------------------------------- CUSIP No. 019222 10 8 13D Page 5 of 6 Pages - -------------------------------------------------------------------------------- Woodbourne Partners, L.P. 10/22/99 4,000 2.375 Smith Moore & Co. Woodbourne Partners, L.P. 11/15/99 27,800 2.500 Huntleigh Woodbourne Partners, L.P. 11/18/99 30,000 2.9375 Smith Moore & Co. Woodbourne Partners, L.P. 11/23/99 9,200 2.808 Smith Moore & Co. Woodbourne Partners, L.P. 11/24/99 3,500 2.902 Smith Moore & Co.
(d) Not applicable. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. In Amendment No. 4 filed May 11, 1998, the Reporting Person reported that Summit Global Management, Inc. ("Summit", an Ohio corporation and funds management firm owned shares of Stock of the Issuer for its clients. As reported in Amendment No. 4, Summit is a wholly owned subsidiary of PICO Holdings, Inc. ("ICO", a California corporation, Mr. Weil is a member of the Board of Directors of both PICO and Summit and members of Mr. Weil's family own approximately 7.4% of the common stock of PICO. As of the date of this Amendment No. 5, Summit no longer owns shares of Stock of the Issuer either for its account or for the accounts of its clients. In Amendment No. 4 filed May 11, 1998, the Reporting Person reported that it was one of several purchasers of 14% Promissory Notes ("Note" or "Notes") in the aggregate principal amount of $5,000,000 which were issued and sold by the Issuer and certain of its affiliates pursuant to a certain Note Purchase Agreement dated August 7, 1997 (the "Note Purchase Transaction"). The principal amount of the Note purchased by the Reporting Person in connection with the Note Purchase Transaction was $2,000,000. In consideration of the purchase of the Notes, the Issuer agreed to issue warrants to the Reporting Person and the other purchasers to purchase an indicated number of shares of the Issuer's Stock. Specifically, the Reporting Person was issued a warrant as of August 7, 1997 to purchase 25,000 shares of the Issuer's Stock pursuant to, and upon the terms and conditions of, such warrant. Incident to refinancing of the Issuer's debt subsequent to the filing of Amendment No. 4, the Notes held by all purchasers, including the Reporting Person, were paid in full. In August of 1997, Mr. Weil was elected to the Board of Directors of the Issuer. In connection with such election, Mr. Weil was granted an option to acquire up to 10,000 shares of the Issuer's Stock pursuant to the "Directors Non-Qualified Option Plan" maintained by the Issuer (the "Plan"). Mr. Weil has been granted the following options to acquire the indicated number of additional shares of the Issuer's Stock under the Plan as consideration for his annual director's fee:
DATE OF GRANT NUMBER OF SHARES ------------- ---------------- 11/17/97 1,000 2/9/98 500 11/16/98 1,500 4/1/99 5,000 11/12/99 1,000
6 - -------------------------------------------------------------------------------- CUSIP No. 019222 10 8 13D Page 6 of 6 Pages - -------------------------------------------------------------------------------- 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. WOODBOURNE PARTNERS, L.P., by its General Partner, CLAYTON MANAGEMENT COMPANY /s/ John D. Weil ------------------------------ John D. Weil, President December 14, 1999 -----END PRIVACY-ENHANCED MESSAGE-----