Brooks Bobbie Inc – ‘SC 13D/A’ on 12/14/95 re: Aspen Imaging International Inc

As of:  Thursday, 12/14/95   ·   Accession #:  80984-95-9   ·   File #:  5-35680

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           7     24K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549

Schedule 13D  

Under the Securities Exchange Act of 1934 
(Amendment No. 3) 

ASPEN IMAGING INTERNATIONAL, INC. 
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

045301108 
(CUSIP Number)

Stephen R. Kalette, 3830 Kelley Avenue, Cleveland OH 44114 (216) 881-5300 X3200 
(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 

December 12, 1995 
(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 /  /.                                                                       

Check the following box if a fee is being paid with the statement /  /.  (A     
fee is not required only if the reporting person: (1) has a previous statement  
on file reporting beneficial ownership of more than five percent of the class   
of securities described in Item 1; and (2) has filed no amendment subsequent    
thereto reporting beneficial ownership of five percent or less of such          
class.)(See Rule 13d-7.)                                                        

Note:  Six copies of this statement, including all exhibits, should be filed    
with the Commission.  See Rule 13d-1(a) 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).                                                                     

Continued on the following page(s)

Page 1 of 7 Pages 

SC 13D/A
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CUSIP No. 045301108                    13D                    Page 2 of 7 Pages 

1   NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

     Buckeye Business Products, Inc. Division of Bobbie Brooks, Incorporated

2   Check the Appropriate Box if a member of a Group*             (a)  /   /    

                                                              (b)  / x /

3   SEC USE ONLY                                                                

4   Source of Funds*                                                            

WC, OO, AF                                                    

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  
2(d) or (2e)                                                            
                                                                   /   /

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

Delaware                                                      

7    SOLE VOTING POWER                    
NUMBER OF                                                                       
SHARES                     None                                             
BENEFICIALLY                                                                    
OWNED BY         8    SHARED VOTING POWER                                   
EACH                                                                        
REPORTING                    2,460,188                                          
PERSON                                                                      
WITH             9    SOLE DISPOSITIVE POWER                                

None                  

10   SHARED DISPOSITIVE POWER             

2,460,188             

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

2,460,188                                           

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      
                                                                   /   /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

61.7%                                               

14  TYPE OF REPORTING PERSON*                                                   

CO                                                  

*SEE INSTRUCTIONS BEFORE FILLING OUT

SC 13D/A
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CUSIP No. 045301108                    13D                    Page 3 of 7 Pages 

1   NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Robert H. Kanner                                                  

2   Check the Appropriate Box if a member of a Group*             (a)  /   /    

                                                              (b)  / x /

3   SEC USE ONLY                                                                

4   Source of Funds*                                                            

PF, AF                                                        

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  
2(d) or (2e)                                                            
                                                                   /   /

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

USA                                                           

7    SOLE VOTING POWER                    
NUMBER OF                                                                       
SHARES                     None                                             
BENEFICIALLY                                                                    
OWNED BY         8    SHARED VOTING POWER                                   
EACH                                                                        
REPORTING                    2,460,188                                          
PERSON                                                                      
WITH             9    SOLE DISPOSITIVE POWER                                

None                  

10   SHARED DISPOSITIVE POWER             

2,460,188             

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

2,460,188                                           

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      

                                                                   /   /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

61.7%                                               

14  TYPE OF REPORTING PERSON*                                                   

IN                                                  

*SEE INSTRUCTIONS BEFORE FILLING OUT

SC 13D/A
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CUSIP No. 045301108                    13D                    Page 4 of 7 Pages 

1   NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Pubco Corporation                                                 

2   Check the Appropriate Box if a member of a Group*             (a)  /   /    

                                                              (b)  / x /

3   SEC USE ONLY                                                                

4   Source of Funds*                                                            

AF                                                            

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS  
2(d) or (2e)                                                            

                                                                   /   /

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

Delaware                                                      

7    SOLE VOTING POWER                    
NUMBER OF                                                                       
SHARES                     None                                             
BENEFICIALLY                                                                    
OWNED BY         8    SHARED VOTING POWER                                   
EACH                                                                        
REPORTING                    2,460,188                                          
PERSON                                                                      
WITH             9    SOLE DISPOSITIVE POWER                                

None                  

10   SHARED DISPOSITIVE POWER             

2,460,188             

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

2,460,188                                           

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      
                                                                   /   /

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

61.7%                                               

14  TYPE OF REPORTING PERSON*                                                   

CO                                                  

*SEE INSTRUCTIONS BEFORE FILLING OUT

SC 13D/A
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ITEM 3.  Source and Amount of Funds and Other Consideration.                  
---------------------------------------------------         

The Schedule 13D is amended to reflect purchases, in privately          
negotiated and open market transactions, of additional shares of the    
Issuer's Common Stock by the Buckeye Business Products, Inc. Division   
of Bobbie Brooks, Incorporated ("Buckeye").  The Purchase Prices were   
derived from working capital resources of Buckeye.  These purchases     
increased the percentage of the Issuer's shares owned by Buckeye.       

The Schedule 13D is also amended to correct an error in Amendment No.   
2 to Schedule 13D filed December 11, 1995 in which Buckeye's holdings   
of the Issuer's shares was overstated by 2,000.                         

ITEM 4.  Purpose of Transactions.                                               
------------------------                                      

The purpose of the purchases by Buckeye was to increase Buckeye's       
percentage ownership in the stock of the Issuer.  Buckeye, its 91%      
stockholder Pubco Corporation ("Pubco"), and/or Pubco's principal       
stockholder Robert H. Kanner ("Kanner") might purchase additional       
shares of stock of the Issuer at some time or times in the future.      

On October 24, 1995, Pubco announced that it had made separate          
proposals to Bobbie Brooks, Incorporated ("Brooks") and to the          
Issuer, which if accepted, would result in Pubco owning 100% of         
Brooks and the assets of Issuer, and the stockholders of Brooks and     
the Issuer receiving Pubco Common Stock.                                

The proposal made to Brooks would provide for the merger of Brooks      
into a wholly owned subsidiary of Pubco and the conversion of each      
six shares of Brooks' Common Stock into one share of Pubco Common       
Stock.  The proposal made to the Issuer would provide for the           
acquisition of the assets of the Issuer by a wholly owned subsidiary    
of Pubco for Pubco Common Stock and the distribution to former          
stockholders of the Issuer of one share of Pubco Common Stock for       
each seven shares of the Issuer's Common Stock owned by them.           

The proposals are subject to the approval of Pubco's stockholders and   
the approval of the Board of Directors and stockholders of each of      
Brooks and the Issuer, after each of those companies has received       
advice from its independent financial advisor.                          

ITEM 5.  Interest in Securities of the Issuer.                                  
-------------------------------------                         

(a)  The Schedule 13D is amended to reflect that Buckeye acquired       
473,500 additional shares of the Issuer's Common Stock on     
December 12, 1995 in a privately negotiated transaction for   
$1.00 per share.                                              

The Schedule 13D is also amended to reflect that Buckeye      
  acquired 5,300 additional shares of the Issuer's Common Stock in
  the open market on December 11, 1995 at $0.71875 per share, plus
a commission of $0.02525 per share, for an aggregate purchase 
price of approximately $3,945.13.                             

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SC 13D/A
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 As a result of the above transactions, Buckeye is now the owner
of an aggregate of 2,460,188 shares of the Issuer's 3,988,756 
outstanding shares of Common Stock.                           

  The privately negotiated and open market purchases by Buckeye of
 additional shares of the Issuer's Common Stock have resulted in
an increase in the percentage of the Issuer's issued and      
  oustanding Common Stock owned by Buckeye to approximately 61.7%.

(b)  Buckeye, Kanner and Pubco may be deemed to have shared power to    
vote and to dispose or to direct the disposition of all of the
Issuer's shares owned by Buckeye.                             

(c)  Other than as set forth above, and the 249,000 shares of the       
Issuer's Common Stock acquired by Buckeye on December 1,      
December 6, and December 8, 1995 which acquisitions were      
reported in Amendment No. 2 to Schedule 13D filed with the    
Commission on December 11, 1995, none of Buckeye, Pubco or    
Kanner had effected any transactions in the Issuer's Common   
Stock during the 60 days preceeding the event requiring the   
filing of this Amended Schedule 13D.                          

(d)  Neither Kanner nor Pubco own any of the Issuer's shares of         
record.  Kanner is the majority stockholder of Pubco and Pubco
  is the controlling stockholder of Brooks and as such, Kanner and
  Pubco may be deemed to be the owner of the Issuer's shares owned
by Buckeye.  Buckeye, Pubco and Kanner may be deemed to have  
  shared power to vote and to dispose or to direct the disposition
of all of the Issuer's shares owned by Buckeye.               

ITEM 7.  Material to be Filed as Exhibits.                                      

None                                                          

EXCEPT AS SET FORTH ABOVE, THE SCHEDULE 13D, AS PREVIOUSLY AMENDED, TO          
WHICH THIS AMENDMENT RELATES, REMAINS UNCHANGED.                                

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SC 13D/A
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SIGNATURES              

After resasonable 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.                                                           

                   BUCKEYE BUSINESS PRODUCTS, INC.
                           Division of BOBBIE BROOKS, INCORPORATED

December 13, 1995                 By /s/ Robert H. Kanner                       
                         ---------------------------------
                        Robert H. Kanner, Chairman & CEO

     PUBCO CORPORATION

December 13, 1995                 By /s/ Robert H. Kanner                       
                         ---------------------------------
                   Robert H. Kanner, President

December 13, 1995                    /s/ Robert H. Kanner                       
                      ----------------------------------
                      Robert H. Kanner, individually

Page 7 of 7 Pages       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/14/95
		12/13/95		7
		12/12/95		1		5
		12/11/95		5		6			SC 13D/A
		12/8/95		6
		10/24/95		5
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