-----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, OFl7x39EwX2LBN2aTyyEozWgpNWZy6fLaJWjUjEXaZAKl9UryT1rYVJb8gJs3mxB bLOkq23dZHI1hYd9YovxWA== 0001029574-99-000028.txt : 19990806 0001029574-99-000028.hdr.sgml : 19990806 ACCESSION NUMBER: 0001029574-99-000028 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990805 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 SEC ACT: SEC FILE NUMBER: 005-43614 FILM NUMBER: 99678277 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: CAMERON BAIRD FOUNDATION CENTRAL INDEX KEY: 0001003080 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1350 ONE M & T PLAZA CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 7168456000 MAIL ADDRESS: STREET 1: C/O KAYINOKY & COOK STREET 2: 120 DELAWARE AVE CITY: BUFFALO STATE: NY ZIP: 14202 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ALLIED HEALTHCARE PRODUCTS, INC. _________________________________________________________________ (Name of Issuer) Common Stock _________________________________________________________________ (Title of Class of Securities 019222108 ____________________________ (CUSIP Number) Brent D. Baird 1350 One M&T Plaza Buffalo, New York 14203 (Phone: (716) 849-1484) _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 29, 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(b)(3) or (4), check the following box __. *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). SCHEDULE 13D CUSIP NO. 019222018 1. Name of Reporting Person SS or Identification No. of above person (optional) The Cameron Baird Foundation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 205,900 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 205,900 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 205,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.637% 14. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 019222018 1. Name of Reporting Person SS or Identification No. of above person (optional) Aries Hill Corp. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 50,000 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 50,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.640% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 019222108 1. Name of Reporting Person SS or Identification No. of above person (optional) Bruce C. Baird 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 U.S.A. NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 100,000 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 100,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.281% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 019222108 1. Name of Reporting Person SS or Identification No. of above person (optional) Brent D. Baird 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 U.S.A. NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 60,000 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 60,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.769% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER. (a) Title and Class of Security: Allied Healthcare Products, Inc. (the "Issuer") Shares of Common Stock ("the Shares") (b) Name of Issuer and Address of Issuer's Principal Executive Offices: Allied Healthcare Products, Inc. 1720 Sublette Ave. St. Louis, MO 63110 ITEM 2. IDENTITY AND BACKGROUND. (1) THE CAMERON BAIRD FOUNDATION State of organization: New York (created by a Deed of Trust) Principal Business: a charitable private foundation Address: Box 564 Hamburg, New York 14075 Trustees: Jane D. Baird, Chairman Brenda B. Senturia Bruce C. Baird Bridget B. Baird Brian D. Baird Information on Individual Trustees pursuant to Instruction C: (a) Jane D. Baird (b) 8877 Jennings Road, Eden, New York 14057 (c) Homemaker (d) No (e) No (f) U.S.A. (a) Brenda B. Senturia (b) 3519 East Spruce Street, Seattle, Washington 98122 (c) Homemaker (d) No (e) No (f) U.S.A. (a) Bruce C. Baird (b) 331 Lincoln Parkway, Buffalo, New York 14216 (c) President, Belmont Management Co., Inc. 215 Broadway, Buffalo, New York 14204 (d) No (e) No (f) U.S.A. (a) Bridget B. Baird (b) 28 Old Mill Road, Quaker Hill, Connecticut 06375 (c) Professor, Connecticut College, New London, Connecticut (d) No (e) No (f) U.S.A. (a) Brian D. Baird (b) 300 Woodbridge Avenue, Buffalo, New York 14214 (c) Attorney at Law, Kavinoky & Cook, 120 Delaware Avenue, Buffalo, New York 14202 (d) No (e) No (f) U.S.A. (2) ARIES HILL CORP. State of organization: New York Principal Business: Private holding company Address: 1350 One M&T Plaza, Buffalo, N.Y. 14203 Shareholders: Various members of the Baird family. No individual family member has a controlling interest. Directors: Brent D. Baird, Bruce C. Baird, Brian D. Baird Officers: Brent D. Baird - President; Bruce C. Baird - Vice President; Brian D. Baird - Secretary and Treasurer Information on Individual Directors and Officers pursuant to Instruction C: (a) Brent D. Baird (b) 17 Tudor Place, Buffalo, New York 14222 (c) Private Investor, 1350 One M&T Plaza, Buffalo, New York 14203 (d) No (e) No (f) U.S.A. (a) Bruce C. Baird (b) 331 Lincoln Parkway, Buffalo, New York 14216 (c) President, Belmont Management Co., Inc. 215 Broadway, Buffalo, New York 14204 (d) No (e) No (f) U.S.A. (a) Brian D. Baird (b) 300 Woodbridge Avenue, Buffalo, New York 14214 (c) Attorney, Kavinoky & Cook 120 Delaware Avenue, Buffalo, New York 14202 (d) No (e) No (f) U.S.A. (3) BRUCE C. BAIRD (a) Bruce C. Baird (b) 331 Lincoln Parkway, Buffalo, New York 14216 (c) President, Belmont Management Co., Inc. 215 Broadway, Buffalo, New York 14204 (d) No (e) No (f) U.S.A. (4) BRENT D. BAIRD (a) Brent D. Baird (b) 17 Tudor Place, Buffalo, New York 14222 (c) Private Investor, 1350 One M&T Plaza, Buffalo, New York 14203 (d) No (e) No (f) U.S.A. ITEM 3. SOURCE AND AMOUNT OF FUNDS. The sources of funds used for the purchases of Shares by The Cameron Baird Foundation and Aries Hill Corp. were the Reporting Person's respective working capital. The sources of funds used for the purchases of Shares by Bruce C. Baird and Brent D. Baird were the Reporting Person's respective personal funds. The Reporting Persons did not borrow any funds to acquire the Shares. The amounts of funds paid for the Shares by the Reporting Persons are as follows: The Cameron Baird Foundation $ 665,086 Aries Hill Corp. $ 95,734 Bruce C. Baird $ 251,562 (commissions not included) Brent D. Baird $ 123,625 (commissions not included) ITEM 4. PURPOSE OF TRANSACTION. The Shares have been acquired by the Reporting Persons for investment purposes. The Reporting Persons intend to continue to evaluate their investment in the Shares. The Reporting Persons may make additional purchases or may sell the Shares in open market or in private negotiated transactions. Any such purchase or sale will depend upon their evaluation of their investment, upon the amounts and prices of available Shares, and upon other relevant circumstances. On April 1, 1999, one of the Reporting Persons, Brent D. Baird, was named a director of the Issuer. The Reporting Persons 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 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, 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 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 Act; or (i) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Persons hereby report beneficial ownership, in the manner hereinafter described, of 415,900 Shares of the Issuer:
Percentage of Number Of Outstanding Shares Held in the Name of Shares Security (1) The Cameron Baird 205,900 2.637% Foundation Aries Hill Corp. 50,000 0.640% Bruce C. Baird 100,000 (2) 1.281% Brent D. Baird 60,000 (3) 0.769% ______ ______ TOTAL 415,900 5.327%
(1) The foregoing percentages assume that the number of Shares of the Issuer outstanding is 7,806,682 Shares. In the Issuer's Form 10-Q for the quarter ended March 31, 1999, the Issuer reported that the number of Shares outstanding as of April 26, 1999 is 7,806,682 Shares. (2) 50,000 of such Shares are held by Bruce C. Baird individually and 50,000 of such Shares are held by Bruce C. Baird's Individual Retirement Account. (3) 50,000 of such Shares are held by Brent D. Baird individually and 10,000 of such Shares are held by Brent D. Baird's retirement plan. (b) The Reporting Persons have sole voting and sole dispositive power over the Shares enumerated in paragraph (a). (c) The following purchases of the Shares were effected during the past sixty days:
Price/Share (in Dollars Commissions Purchase In The Number of not Transaction Made Name Of Date Shares included) Through Aries Hill Corp. 7/29/99 10,000 1.96875 Fahnestock & Co. 7/29/99 10,000 2.0 Fahnestock & Co. Brent D. Baird, 7/29/99 10,000 1.96875 Fahnestock & Co. individually 7/29/99 10,000 2.0 Fahnestock & Co.
(d) Not applicable (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. not applicable ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. not applicable SIGNATURE 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. DATED this 5th day of August, 1999. The Cameron Baird Foundation By: s/Brian D. Baird Brian D. Baird, Trustee Aries Hill Corp. By: s/Brian D. Baird Brian D. Baird, Secretary s/Bruce C. Baird Bruce C. Baird s/Brent D. Baird Brent D. Baird -----END PRIVACY-ENHANCED MESSAGE-----