-----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, KoR0gmlfS0I6FKrZAh7xVy5k5eK+r8b+CJlYA6LShOUs8H1aP6hg4+/jY+98srUr YFCrymSxmifer1tAzgNicw== 0001029574-00-500008.txt : 20001204 0001029574-00-500008.hdr.sgml : 20001204 ACCESSION NUMBER: 0001029574-00-500008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001201 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: 782128 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/A 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/A 1 allied2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2)* 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) NOVEMBER 29, 2000 _______________________ (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 Amendment No. 2 CUSIP NO. 019222108 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 235,600 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 235,600 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,600 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.018% 14. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D Amendment No. 2 CUSIP NO. 019222108 1. Name of Reporting Person SS or Identification No. of above person (optional) Bridget B. Baird, Successor Trustee under an Agreement with Cameron Baird dated 12/23/38 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 56,100 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 56,100 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,100 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.719% 14. TYPE OF REPORTING PERSON* IN, OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D Amendment No. 2 CUSIP NO. 019222108 1. Name of Reporting Person SS or Identification No. of above person (optional) Jane 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 17,100 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 17,100 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,100 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.219% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D Amendment No. 2 CUSIP NO. 019222108 1.Name of Reporting Person SS or Identification No. of above person (optional) First Carolina Investors, Inc. 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 Delaware NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 850,000 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 850,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 850,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.888% 14. TYPE OF REPORTING PERSON* CO, IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D Amendment No. 2 INTRODUCTION The acquisition of 510,900 shares ("Shares") of Common Stock of the Issuer was previously reported by the Reporting Persons in a Schedule 13D, which was filed with the Securities and Exchange Commission on August 5, 1999, as amended by Schedule 13D Amendment No. 1, which was filed with the Securities and Exchange Commission on November 29, 1999 ("Amendment No. 1"). Since the filing of Amendment No. 1, two of the previous Reporting Persons (The Cameron Baird Foundation and Bridget B. Baird, Successor Trustee) have purchased additional Shares, and two new Reporting Persons (Jane D. Baird and First Carolina Investors, Inc.) have purchased Shares. The number of Shares now held by the Reporting Persons is 1,409,800 Shares. The Cover Pages for the two previous Reporting Persons are hereby amended as shown in this Amendment No. 2. Cover Pages for the two new Reporting Persons are hereby added as shown in this Amendment No. 2. Items 2, 3 and 5 are hereby amended as shown in this Amendment No. 2. All other Cover Pages and Items remain unchanged from the previous Schedule 13D, as amended. NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY THE REPORTING PERSONS SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL INTEREST. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended to add the following information with respect to the two new Reporting Persons: (7) JANE D. BAIRD (a) Jane D. Baird (b) 8877 Jennings Road, Eden, NY 14057 (c) homemaker (d) No (e) No (f) U.S.A. (8) FIRST CAROLINA INVESTORS, INC. First Carolina Investors, Inc. ("FCI") is executing and submitting information in this Schedule 13D with respect to its holdings of the Shares of the Issuer because Brent D. Baird, Chairman and a director of FCI, and Bruce C. Baird, a director of FCI, have beneficial ownership of approximately 22.5% and 13.7%, respectively, of the common stock of FCI; Brent D. Baird and Bruce C. Baird are brothers and their ownership of FCI common stock, when aggregated with the beneficial interests in FCI common stock of their spouses, children, parent, siblings, and various corporations, trusts and other entities associated with the Baird family, aggregates approximately 52.9% of the outstanding common stock of FCI. FCI denies that, with respect to the Shares of the Issuer, FCI constitutes a "group" with any of the various Baird family persons and entities (collectively, "Bairds") or that it has any agreement or understanding with the Bairds to act in concert with respect to the acquisition, disposition, voting or other matters relating to the Issuer or the Shares. FCI and the Bairds have placed orders to purchase the Shares of the Issuer through Brent D. Baird, who is a registered securities broker, and they may place future orders to purchase or sell the Shares through Mr. Baird, but any decision by FCI to purchase or sell the Shares of the Issuer will be made independently of any decision made by any of the Bairds with respect to any purchase or sale for their respective accounts. State of organization: Delaware Principal Business: Closed-end non-diversified management investment company Address: 1130 East 3rd St., Suite 410, Charlotte, North Carolina 28204 Directors:H. Thomas Webb, III Brent D. Baird Bruce C. Baird Patrick W.E. Hodgson Theodore E. Dann, Jr. Officers: H. Thomas Webb, III - President Brent D. Baird - Chairman of the Board Bruce C. Baird - Vice President Secretary Treasurer Cynthia Raby - Assistant Secretary (d) No (e) No Information on Individual Directors and Officers pursuant to Instruction C: (a) H. Thomas Webb, III (b) 1130 East 3rd St., Suite 410, Charlotte, NC 28204 (c) President of First Carolina Investors, Inc. (d) No (e) No (f) U.S.A. (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) Patrick W.E. Hodgson (b) 617 Wellington Street North, London, Ontario N6A 3R6 (c) Chairman, T-W Truck Equippers, Inc. (distributors of truck equipment), 2025 Walden Avenue, Buffalo, New York 14225 (d) No (e) No (f) Canada (a) Theodore E. Dann, Jr. (b) 540 Mill Road, East Aurora, New York 14052 (c) Vice President, Director and Corporate Attorney, Ferro Alloy Services, Inc., Suite 463, Carborundum Center, Niagara Falls, New York 14303 (d) No (e) No (f) U.S.A. (a) Cynthia Raby (b) 1130 East 3rd St., Suite 410, Charlotte, North Carolina 28204 (c) Assistant Secretary of First Carolina Investors, Inc. (d) No (e) No (f) U.S.A. ITEM 3. SOURCE AND AMOUNT OF FUNDS. Item 3 is hereby amended to add the following: The source of funds used for the purchase of Shares by Jane D. Baird, were her personal funds. The source of funds used for the purchase of Shares by First Carolina Investors, Inc. was its working capital. The Reporting Persons did not borrow any funds to acquire the Shares. The amounts of funds paid for the Shares (which does not include commissions) by The Cameron Baird Foundation, Bridget B. Baird, Successor Trustee, Jane D. Baird, and First Carolina Investors, Inc. are as follows: The Cameron Baird $ 86,744 (only includes purchases Foundation since the filing of Amendment No. 1) Bridget B. Baird, Successor Trustee $ 5,513 (only includes purchases since the filing of Amendment No. 1) Jane D. Baird $ 51,856 First Carolina Investors, Inc. $2,390,625 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended to read as follows: (a) The Reporting Persons hereby report beneficial ownership, in the manner hereinafter described, of 1,409,800 Shares of the Issuer:
Percentage of Number Of Outstanding Shares Held in the Name of Shares Security (1) The Cameron Baird 235,600 3.018% Foundation Aries Hill Corp. 50,000 0.640% Bruce C. Baird 100,000 (2) 1.281% Brent D. Baird 91,000 (3) 1.166% Bridget B. Baird, Successor Trustee (4) 56,100 0.719% Cameron D. Baird 10,000 0.128% Jane D. Baird 17,100 0.219% First Carolina Investors, 850,000 10.888% Inc. ______ ______ TOTAL 1,409,800 18.059%
(1) The foregoing percentages assume that the number of Shares of the Issuer outstanding is 7,806,682 Shares as reported in the Issuer's Form 10-Q as of July 30, 2000. (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) 81,000 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. (4) The income beneficiary of the trust is Jane D. Baird (during her lifetime). The remainder beneficiaries of the trust are the issue of Jane D. Baird. (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 Number of not Transaction Made The Name Of Date Shares included) Through Jane D. Baird 11/16/00 2,000 2 15/16 First Clearing Corp. 11/16/00 5,000 3 First Clearing Corp. 11/17/00 5,000 3 First Clearing Corp. First Carolina Investors, 11/29/00 850,000 2 13/16 First Clearing Corp. Inc.
(d) Not applicable (e) Not applicable SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. DATED this 1st day of December, 2000. The Cameron Baird Foundation By: s/Brian D. Baird Brian D. Baird, Trustee Bridget B. Baird, Successor Trustee; and Jane D. Baird By: s/Brian D. Baird Brian D. Baird, as attorney-in-fact First Carolina Investors, Inc. By: s/Brent D. Baird Brent D. Baird, Chairman -----END PRIVACY-ENHANCED MESSAGE-----