- Amended Statement of Beneficial Ownership (SC 13D/A)
January 12 2009 - 4:29PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.
10
)*
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)
December 30, 2008
(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), (f) or (g), check the following box
o
.
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 persons initial
filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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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CUSIP No.
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019222 10 8
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13D
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Page
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2
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of
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5 Pages
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1
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NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WOODBOURNE PARTNERS, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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MISSOURI
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7
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SOLE VOTING POWER
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NUMBER OF
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3,101,314
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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3,101,314
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WITH
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,101,314
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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39.3%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No.
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019222 10 8
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13D
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Page
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3
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of
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5 Pages
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1
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NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN D. WEIL
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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7
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SOLE VOTING POWER
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NUMBER OF
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3,115,814, subject to the disclaimer in
Item 5.
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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26,300, subject to the disclaimer in
Item 5.
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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3,115,814, subject to the disclaimer in
Item 5.
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WITH
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10
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SHARED DISPOSITIVE POWER
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26,300, subject to the disclaimer in
Item 5.
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,148,114, subject to the disclaimer in
Item 5.
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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39.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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3
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CUSIP No.
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019222 10 8
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13D
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Page
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4
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of
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5 Pages
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Preliminary Note
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 emended by Amendment No. 1 filed September 5, 1996, Amendment No. 2 filed
October 28, 1996, Amendment No. 3 filed May 28, 1997, Amendment No. 4 filed May 11, 1998, Amendment
No. 5 filed December 14, 1999, Amendment No. 6 filed November 30, 2000, Amendment No. 7 filed May
28, 2003, Amendment No. 8 filed February 26, 2004 and Amendment No. 9 filed May 19, 2005. 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. Weils son), family trusts or the partnership controlled by Mr. Weil were
transferred to Woodbourne Partners, L.P. (the Reporting Person).
The Cover Pages for Mr. Weil and for Woodbourne Partners, L.P. are hereby amended as shown in
this Amendment No. 10. Items 5 is hereby amended as follows. All other items are unchanged from
the initial filing of this Schedule 13D, as previously amended.
ITEM 5.
Interest in Securities of the Issuer
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(a)
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Subject to the disclaimer of beneficial ownership hereinafter set forth, the
Reporting Person hereby reports beneficial ownership of 3,149,614 shares of Stock in
the manner hereinafter described:
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Percentage of
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Relationship to
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Number of
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Outstanding
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Shares Beneficially Owned by
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Reporting Person
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Shares
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Securities
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Woodbourne Partners, L.P.
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Reporting Person
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3,101,314
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39.3
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%
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John D. Weil
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Sole Director and Shareholder of the
General Partner of the Reporting
Person
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46,800
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(1)(2)
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.6
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%
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TOTAL
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3,148,114
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39.8
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%
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Notes:
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(1)
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Includes 10,500 shares held directly, 4,000 shares held indirectly, 26,300 shares held by the
spouse of John D. Weil, and 6,000 shares deemed beneficially owned as the result of options held by
John D. Weil exercisable currently or within 60 days of the date hereof.
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(2)
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Does not include 10,000 shares held by an adult son of John D. Weil or 8,400 shares held by an
Individual Retirement Account for the benefit of a person holding a limited partnership interest in
Woodbourne Partners, L.P.
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The foregoing percentages assume that the Issuer has 7,901,327 shares of Stock outstanding as
of November 2, 2008.
AS PERMITTED IN S.E.C. REGULATION §240.13d-4, THIS STATEMENT SHALL NOT BE CONSTRUED AS AN
ADMISSION THAT JOHN D. WEIL IS, FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES
EXCHANGE ACT, THE BENEFICIAL OWNER OF THE SECURITIES HELD BY HIS SPOUSE OR THE REPORTING PERSON
COVERED BY THIS STATEMENT.
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CUSIP No.
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019222 10 8
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13D
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Page
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5
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of
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5 Pages
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(b)
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Subject to the above disclaimer of beneficial ownership, for each Reporting
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).
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(c)
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Purchases in the 60 days prior to December 30, 2008 were as follows:
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Number
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Net Price
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Transaction
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Purchase/ (Sale) in the Name of
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Date
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of Shares
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Per Share
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Made Through
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Woodbourne Partners, L.P.
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11/10/2008
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14,000
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4.25
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Huntleigh Securities
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Woodbourne Partners, L.P.
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11/11/2008
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4,000
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3.9575
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Huntleigh Securities
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Woodbourne Partners, L.P.
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11/26/2008
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4,500
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3.8989
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Huntleigh Securities
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Woodbourne Partners, L.P.
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12/30/2008
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17,700
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2.75
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Huntleigh Securities
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(d)
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Not applicable.
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(e)
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Not applicable.
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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.
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WOODBOURNE PARTNERS, L.P.
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by its General Partner,
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CLAYTON MANAGEMENT COMPANY
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/s/ John D. Weil
by: John D. Weil, President
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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.
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JOHN D. WEIL
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/s/ John D. Weil
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January 12, 2009
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