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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Allied
Healthcare Products, Inc.
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(Name
of Issuer)
Common
Stock
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(Title
of Class of Securities)
019222
10 8
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(CUSIP
Number)
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John
D. Weil
200
N. Broadway
Suite
825
St.
Louis, Missouri 63102
(314)
421-4600
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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December 30, 2011
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(Date
of Event Which Requires Filing of This Statement)
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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 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).
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CUSIP No. 019222 10 8
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13D
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Page 2 of 12 pages
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1
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NAME OF REPORTING PERSON
John D. Weil
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
(
See
Instructions)
(b)
T
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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)
PF
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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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6
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CITIZENSHIP OR PLACE
OF ORGANIZATION
United States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
204,667
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8
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SHARED VOTING POWER
2,977,390, subject
to disclaimer in Item 5
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9
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SOLE DISPOSITIVE
POWER
204,667
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10
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SHARED DISPOSITIVE
POWER
2, 977,390, subject
to disclaimer in Item 5
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,182,057, subject
to disclaimer in Item 5
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(
See
Instructions)
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
39.2%
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14
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TYPE OF REPORTING PERSON
(
See
Instructions)
IN
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CUSIP No. 019222 10 8
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13D
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Page 3 of 12 pages
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1
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NAME OF REPORTING PERSON
Richard K. Weil, Jr.
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
(
See
Instructions)
(b)
T
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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)
PF
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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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6
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CITIZENSHIP OR PLACE
OF ORGANIZATION
United States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
66,209
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8
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SHARED VOTING POWER
505,608
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9
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SOLE VOTING POWER
66,209
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10
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SHARED VOTING POWER
505,608
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
571,817
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(
See
Instructions)
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14
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TYPE OF REPORTING PERSON
(
See
Instructions)
IN
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CUSIP No. 019222 10 8
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13D
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Page 4 of 12 pages
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1
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NAME OF REPORTING PERSON
Paula K. Weil
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
(
See
Instructions)
(b)
T
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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)
PF
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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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6
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CITIZENSHIP OR PLACE
OF ORGANIZATION
United States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
565,905
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9
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SOLE VOTING POWER
- 0 -
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10
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SHARED VOTING POWER
565,905
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
565,905
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(
See
Instructions)
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14
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TYPE OF REPORTING PERSON
(
See
Instructions)
IN
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CUSIP No. 019222 10 8
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13D
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Page 5 of 12 pages
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1
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NAME OF REPORTING PERSON
Mark S. Weil
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
(
See
Instructions)
(b)
T
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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)
PF
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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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6
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CITIZENSHIP OR PLACE
OF ORGANIZATION
United States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
69,205
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8
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SHARED VOTING POWER
455,914
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9
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SOLE VOTING POWER
69,205
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10
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SHARED VOTING POWER
455,914
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
525,119
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(
See
Instructions)
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
6.5
%
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14
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TYPE OF REPORTING PERSON
(
See
Instructions)
PN
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CUSIP No. 019222 10 8
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13D
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Page 6 of 12 pages
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1
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NAME OF REPORTING PERSON
Woodbourne Partners, L.P.
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
(
See
Instructions)
(b)
T
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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)
PF
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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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6
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CITIZENSHIP OR PLACE
OF ORGANIZATION
Missouri
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE VOTING POWER
- 0 -
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10
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SHARED VOTING POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
- 0 -
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(
See
Instructions)
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
- 0 -
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14
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TYPE OF REPORTING PERSON
(
See
Instructions)
PiN
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CUSIP No. 019222 10 8
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13D
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Page 7 of 12 pages
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Note: To the extent
pertaining to John D. Weil and Woodbourne Partners, L.P. (“Woodbourne”) this Schedule 13D shall be deemed to amend
a Schedule 13D filed by such persons on August 21, 1996, as most recently amended by Amendment No. 10, filed on January 12, 2009.
This Schedule 13D
relates to the beneficial ownership of the common stock (the “Common Stock”), of Allied Healthcare Products, Inc. a
Delaware corporation (the “Issuer”). The persons filing this report are John D. Weil, Richard K. Weil, Jr., Paula K.
Weil, Mark S. Weil and Woodbourne (collectively, the “Reporting Persons”)
.
Item 1. Security and Issuer.
This Schedule 13D relates
to the Common Stock of the Issuer. The address of the principal executive office of the Issuer is 1720 Sublette Avenue, St. Louis,
Missouri 63110.
Item 2. Identity and Background
This
Schedule 13D is being filed jointly on behalf of the Reporting Persons. The business address of each of the Reporting Persons is
c/o John D. Weil, 200 N. Broadway, Suite 825, St. Louis, Missouri 63102.
John
D. Weil -
John Weil is a self-employed investor and has served as a member of the board of directors of the Issuer since 1997.
John Weil serves as the President and sole Director of Clayton Management Company (“Clayton Management”) which was
the general partner of Woodbourne from 1973 until December 30, 2011. John Weil is a citizen of the United States.
Richard
K. Weil, Jr.
- Richard Weil Jr. is retired. Richard Weil, Jr. is a citizen of the United States.
Paula
K. Weil
– Paula Weil is retired. Paula Weil is a citizen of the United States.
Mark S. Weil
- Mark Weil is retired. Mark Weil is a citizen of the United States.
Woodbourne Partners,
L.P.
– Woodbourne was a limited partnership organized under the laws of the State of Missouri. Woodbourne was dissolved
on December 30, 2011, as more fully described in Item 3 below. The sole general partner of Woodbourne was Clayton Management.
John Weil, Richard
Weil Jr., Paula Weil and Mark Weil are all siblings of one another.
During the last
five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors)
nor was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such Reporting
Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
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CUSIP No. 019222 10 8
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13D
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Page 8 of 12 pages
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Item
3. Source and Amount of Funds or Other Consideration.
On December 30, 2011,
Woodbourne was liquidated (the “Liquidation”) and all shares of Common Stock of the Issuer held by Woodbourne were
distributed, without consideration, to John Weil, Richard Weil, Jr., Paula Weil and Mark Weil (the “Weil Reporting Persons”)
and other members of the extended families of the Weil Reporting Persons. Any shares beneficially owned by the Weil Reporting Persons
which were not acquired in the Liquidation were acquired prior to the Liquidation using the Weil Reporting Person’s personal
funds, or in the case of John Weil, through the options granted by the Issuer as compensation for his service on the Issuer’s
Board of Directors and/or the exercise thereof.
Item 4. Purpose of Transaction.
The shares of Common Stock described in this
Schedule 13D were acquired for the purpose of investment. The Weil Reporting Persons may acquire additional shares of the Stock
of the Issuer, based upon their respective investment decisions.
The Reporting Persons currently 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 to fill any existing vacancies on the board, (d) any material change to
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, bylaws 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 to cease to be authorized to be quoted on 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 of 1934, as amended, or (i) any actions similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
As of the date on which this schedule was filed,
the Reporting Persons beneficially own an aggregate of 3,182,057 shares of Common Stock, which represents 39.2% of the Issuer’s
issued and outstanding shares of Common Stock as of November 4, 2011, the last date for which the Issuer has disclosed the number
of outstanding shares of Common Stock in any filings with the Securities Exchange Commission.
Each Reporting Person’s interest in shares
of Common Stock is as set forth below:
Reporting Person
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Sole Voting and
Dispositive Power
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Shared Voting and
Dispositive Power
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Number of Common
Shares
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%
of Outstanding Common
Shares(1)
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Number of Common
Shares
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% of Outstanding Common
Shares(1)
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John D. Weil
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204,667
(2)
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2.5%
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2,977,390
(3)
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36.6%
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Richard K. Weil, Jr.
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66,209
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.8%
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505,608
(4)
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6.2%
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Paula K. Weil
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-
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-
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565,905
(5)
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7.0%
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Mark S. Weil
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69,205
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.9%
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455,914
(6)
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5.6%
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Woodbourne Partners, L.P.(7)
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-
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-
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-
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-
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CUSIP No. 019222 10 8
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13D
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Page 9 of 12 pages
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(1) The percentages of outstanding
shares of Common Stock respect to reporting persons other than John D. Weil are based on a total of 8,124,386 shares of Common
Stock issued and outstanding as of November 4, 2011, the last date for which the Issuer has disclosed the number of outstanding
shares of Common Stock in any filing with the Securities Exchange Commission. The percentage of outstanding shares of Common Stock
disclosed with respect to John D. Weil are based on a total of 8,134,886 shares of Common Stock issued and outstanding as of November
4, 2011, which includes 10,500 shares of Common Stock which John D. Weil has the right to acquire within the next 60 days pursuant
to options granted by the Issuer.
(2) The number of shares of Common
Stock over which John Weil has sole voting and dispositive power includes:
(a) 147,777 shares of Common Stock
held in trusts for the benefit of John Weil and with respect to which he serves as trustee.
(b) 15,028 shares held Clayton Management,
a corporation of which John Weil is the sole shareholder and director.
(c) 16,862 shares held in various
trusts with respect to which John Weil serves as sole trustee.
(d) 10,500 shares which John Weil
has the right to acquire pursuant to options vested or vesting within the next sixty days.
(e) 14,500 shares held by John Weil
individually or in his IRA plan.
(3) The number of shares of Common
Stock over which John Weil has shared voting and dispositive power includes:
(a) 128,237 shares held in a trust
for the benefit of John Weil’s spouse and her children and with respect to which John Weil serves as a co-trustee.
(b) 565,905 shares held in trusts
for the benefit of Paula Weil and with respect to which John Weil serves as a co-trustee with Paula Weil.
(c) 43,295 shares held in a trust
for the benefit of descendants of Mark Weil and with respect to which John Weil serves as a co-trustee with Mark Weil.
(d) 64,327 shares held in trusts
for the benefit of Richard Weil, Jr. and/or his children with respect to which John Weil serves as co-trustee with Richard Weil,
Jr.
(e) 990,079 shares held in a limited
partnership with respect to which John Weil serves as a general partner, with a 46% general partner voting interest.
(f) 396,298 shares held in a limited
partnership with respect to which John Weil serves as a general partner, with a 21% general partner interest as trustee for trusts
for the benefit of children of Richard Weil, Jr.
(g) 412,619 shares held in a limited
partnership with respect to which Clayton Management, a corporation of which John Weil is the sole shareholder and director, serves
as a general partner with a 31% general partner interest.
(h) 60,618 shares held by John Weil’s
spouse in a revocable trust for her benefit. John Weil disclaims any economic interest or beneficial ownership in such shares of
Common Stock.
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CUSIP No. 019222 10 8
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13D
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Page 10 of 12 pages
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(i) 316,012 shares held by other
Weil Reporting Persons and members of their respective extended families, with respect to which John Weil will provide voting advice
and investment advice, including an aggregate of 138,414 shares over which Mark Weil and Richard Weil, Jr. report sole voting and
dispositive power in this Item 5. John Weil may be deemed to have beneficial ownership, through shared voting and dispositive power,
over such Common Stock. John Weil disclaims any economic interest or beneficial ownership in such shares of Common Stock.
(4) The number of shares of Common
Stock over which Richard Weil, Jr. has shared voting and dispositive power includes:
(a) 64,327 shares held in trusts
for the benefit of children of Richard Weil, Jr. and with respect to which Richard Weil, Jr. serves as co-trustee with John Weil.
(b) 396,298 shares held in a limited
partnership with respect to which Richard Weil, Jr. serves as a general partner with a 49% general partner interest.
(c) 44,983 shares held in a trust
for the benefit of family members of Richard Weil, Jr. and with respect to which Richard Weil, Jr. serves as one of three co-trustees.
(5) The shares of Common Stock
over which Paula Weil has shared voting and dispositive power are held in trusts for her benefit and with respect to which she
serves as co-trustee with John Weil.
(6) The number of shares of Common
Stock over which Mark Weil has shared voting and dispositive power includes:
(a) 43,295 shares held in a trust
for the benefit of Mark Weil and with respect to which Mark Weil serves as a co-trustee with John Weil.
(b) 412,619 shares held in a limited
partnership with respect to which Mark Weil serves as a general partner with a 49% general partner interest, 9% of which is held
as trustee under a trust.
(7) Woodbourne was dissolved,
effective December 30, 2011, pursuant to the Liquidation. On such date, Woodbourne ceased to be the beneficial owner of more than
five percent of the Common Stock.
Other than the Liquidation and the transactions
described below in this Item 5, no Reporting Person has effected any transactions in the Common Stock during the past 60 days.
Person Effecting the Transaction
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Date
of Transaction
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Type
of Transaction / Amount of Securities
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Price
per Share
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How Transaction was Effected
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Woodbourne Partners, L.P.
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12/07/2011
|
Purchase 5,000 shares
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$3.3531
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Broker/Dealer Transaction
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Woodbourne Partners, L.P.
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12/06/2011
|
Purchase 1,900 shares
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$3.4021
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Broker/Dealer Transaction
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John D. Weil
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11/10/2011
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Option to purchase 1,500 shares(1)
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(1)
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Issuer Grant
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(1) On November 10, 2011, John Weil was granted an option to acquire
1,500 shares of Common Stock at an exercise price of $3.555 per share, the market price of the Common Stock at the time of such
grant. Such grant was pursuant to the Issuer’s 2005 director stock option plan.
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CUSIP No. 019222 10 8
|
13D
|
Page 11 of 12 pages
|
Item
6.
Contracts
, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Pursuant
to Rule 13d-1(k)(1) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the
joint filing of this Schedule 13D, and any amendments hereto, a copy of which has been filed as an Exhibit to this Schedule 13D
and is incorporated herein by this reference.
Except
as described herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or
between such persons and any other person with respect to any securities of the Issuer.
Item 7. Material to
Be Filed as Exhibits.
The
Filing Agreement among the Reporting Persons, dated as of January 23, 2012, is filed herewith.
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CUSIP No. 019222 10 8
|
13D
|
Page 12 of 12 pages
|
Signature
After reasonable inquiry and to the best
of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 23, 2012
/s/ John D. Weil
John D. Weil
/s/ Richard K. Weil, Jr.
Richard K. Weil, Jr.
/s/ Paula K. Weil
Paula K. Weil
/s/ Mark S. Weil
Mark S. Weil
Woodbourne Partners,
L.P.
By: Clayton Management Company, its General Partner
By:
/s/ John D. Weil
John D. Weil, President
EXHIBIT
FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule
13D (including any amendments) need be filed with respect to ownership by each of the undersigned of shares of the common stock
of Allied Healthcare Products, Inc.
This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
Dated: January 23, 2012
/s/ John D. Weil
John D. Weil
/s/ Richard K. Weil, Jr.
Richard K. Weil, Jr.
/s/ Paula K. Weil
Paula K. Weil
/s/ Mark S. Weil
Mark S. Weil
Woodbourne Partners,
L.P.
By: Clayton Management Company, its General Partner
By:
/s/ John D. Weil
John D. Weil, President
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