-----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, D8Iddx8NML0urM12I+x7pLpC5IJBCA8fDfYq4o9fcFio4rflwV3a3GIXhLtHOa2X KMb4V4xO1qT7aeVcuPhljw== 0000950137-96-001627.txt : 19960906 0000950137-96-001627.hdr.sgml : 19960906 ACCESSION NUMBER: 0000950137-96-001627 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960905 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: 96625900 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 #1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* --- Allied Healthcare Products, Inc. - ------------------------------------------------------------------------------ (Name of issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 019222108 ----------------------- (CUSIP Number) Joseph D. Lehrer, Esq. 2000 Equitable Building, 10 S. Broadway, St. Louis, MO (314) 241-9090 - -------------------------------------------------------------------------------- (Name Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 27, 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 there to 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 filed 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 13D CUSIP NO. 019222108 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) /x/ - -------------------------------------------------------------------------------- 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 327,000, subject to the disclaimer contained in Item 5. OWNED BY --------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 18,000, subject to the disclaimer contained in Item 5. --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 327,000, subject to the disclaimer contained in Item 5. --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 18,000, subject to the disclaimer contained in Item 5. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,300, 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) 6.42% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP NO. 019222108 Page 3 of 7 AMENDMENT NO. 1 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. In this regard, Item 4 and Item 5 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. 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; (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. 4 CUSIP NO. 019222108 Page 4 of 7 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 500,300 shares of Stock in the manner hereinafter described:
Percentage of Relationship to Outstanding Shares Held in Name of Reporting Person Number of Shares Securities - ----------------------------- -------------------- ---------------- -------------------- John D. Weil Reporting Person 170,000 2.18% RKW Management Services, L.P. Partnership 90,000 1.15% Controlled by Reporting Person Paula K. Weil Sister 28,200 .36% Richard K. Weil, Jr. Brother 30,000 .38% Mark S. Weil Brother 25,000 .32% Mark S. Weil and John D. Weil, Trustees for Daniel D. Weil (Item 10 Trust) Nephew 6,000 .08% Mark S. Weil, Trustee for Daniel D. Weil, ex. by Richard K. Weil Trust for Nephew 24,000 .31% Mark S. Weil and John D. Weil, Trustees for Alexander P. Weil (Item 10 Trust) Nephew 6,000 .08% Mark S. Weil, Trustee for Alexander P. Weil, ex. by Richard K. Weil Trust for Nephew 23,100 .30% Mark S. Weil, Trustee for Alexander P. Weil Trust dated 6/5/95 Trust for Nephew 5,000 .06% John D. Weil, Trustee for Victoria L. Weil, (Item 10 Trust) Daughter 6,000 .08% John D. Weil, Trustee for Victoria L. Weil, ex. by Richard K. Weil Trust for Daughter 30,000 .38% Gideon J. Weil Son 10,000 .13% John D. Weil, Trustee for Gideon J. Weil (Item 10 Trust) Son 6,000 .08% John D. Weil, Trustee for Gideon J. Weil, ex. by Richard K. Weil Trust for Son 20,000 .26% Richard K. Weil, Jr. and John D. Weil, Trustees for Samuel J. G. Weil (Item 10 Trust) Nephew 6,000 .08%
5 CUSIP NO. 019222108 Page 5 of 7 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 500,300 6.42% ======= =====
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)
Transaction Purchase in the Name of Date Number of Shares Net Price Per Share Made Through - ----------------------------- ------- ---------------- ------------------- -------------------- Mark S. Weil 8/21/96 5,000 6.375 Jefferies & Co. Richard K. Weil, Jr. 8/21/96 5,000 6.375 Jefferies & Co. John D. Weil 8/21/96 14,000 6.375 Jefferies & Co. Daniel D. Weil, Trust 8/21/96 10,000 6.375 Jefferies & Co. Mark S. Weil, Trustee for Alexander P. Weil Trust date 6/5/95 8/21/96 5,000 6.375 Jefferies & Co. Alexander P. Weil, Trust 8/21/96 5,000 6.375 Jefferies & Co. Victoria L. Weil, Trust 8/21/96 10,000 6.375 Jefferies & Co. Gideon J. Weil 8/21/96 7,000 6.375 Jefferies & Co. Gideon J. Weil, Trust 8/21/96 4,000 6.375 Jefferies & Co. Samuel J.G. Weil 8/21/96 5,000 6.375 Jefferies & Co. Gabriel I. Weil 8/21/96 3,000 6.375 Jefferies & Co. Amelia J. Weil 8/21/96 2,000 6.375 Jefferies & Co. RKW Management Services, L.P. 8/27/96 5,000 6.4375 Huntleigh Securities Paula K. Weil 9/3/96 5,000 6.375 Jefferies & Co. Mark S. Weil 9/3/96 5,000 6.375 Jefferies & Co. John D. Weil 9/3/96 5,000 6.375 Jefferies & Co.
(d) Not applicable. (e) Not applicable. 7 CUSIP NO. 019222108 Page 7 of 7 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 September 5, 1996 -----END PRIVACY-ENHANCED MESSAGE-----