UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18)
THE ARISTOTLE CORPORATION
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
040 448201
(CUSIP NUMBER)
H. WILLIAM SMITH
96 CUMMINGS POINT ROAD
STAMFORD, CT 06902 (203) 358-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
MAY 30, 2006
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-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 or the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 4 Pages
Page 2 of 4 Pages
CUSIP NO.: 040 448201
1. | NAMES OF REPORTING PERSONS | ||||||
GENEVE CORPORATION | |||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] | |||||
(b) [ ] | |||||||
3. | SEC USE ONLY | ||||||
4. | SOURCE OF FUNDS WC, OO | ||||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | [ ] | |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||
DELAWARE | |||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 15,984,971 | |||||
8. | SHARED VOTING POWER 0 | ||||||
9. | SOLE DISPOSITIVE POWER 15,984,971 | ||||||
10. | SHARED DISPOSITIVE POWER 0 | ||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||
15,984,971 | |||||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||
[ ] | |||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||
92.6% | |||||||
14. | TYPE OF REPORTING PERSON | ||||||
CO |
Page 3 of 4 Pages
Item 1. Security and Issuer.
The undersigned, Geneve Corporation (Geneve), hereby supplements and amends the Schedule 13D, dated January 9, 1998 (the Statement), filed in connection with the Common Stock, par value $.01 per share (Common Stock), of The Aristotle Corporation, a Delaware corporation (the Company), as follows (reference is made to the Statement for previously reported facts):
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended to add the following:
On May 30, 2006, Geneve delivered a letter (the May 30th Letter) to the Companys Board of Directors in respect of the proposed Merger set forth in Geneves letter to the Board of May 22, 2006. A copy of the May 30th Letter, the contents of which are incorporated herein by reference thereto, is attached hereto as Item 7(i).
Item 7. Material to be Filed as Exhibits.
(i)
Letter, dated May 30, 2006, delivered by Geneve to the Companys Board of Directors.
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.
GENEVE CORPORATION | |
By: /s/ Steven B. Lapin | |
Name: Steven B. Lapin | |
Title: President and Chief Operating Officer | |
Date: May 30, 2006