SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 14, 2008

THE ARISTOTLE CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE	0-14669	06-1165854
(STATE OR OTHER JURISDICTION	(COMMISSION FILE	(I.R.S. EMPLOYER
OF INCORPORATION)	NUMBER)	IDENTIFICATION NO.)

96 CUMMINGS POINT ROAD, STAMFORD, CONNECTICUT

 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

06902

(ZIP CODE)

(203) 358-8000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Page 1 of 2 Pages

Page 2 of 2 Pages

Item 2.02 Results of Operations and Financial Condition.

On November 14, 2008, The Aristotle Corporation issued a press release announcing financial results for the quarter ended September 30, 2008, a copy of which is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit 99.1 - Press release of The Aristotle Corporation, dated November 14, 2008.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, unless expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE ARISTOTLE CORPORATION
	(Registrant)
By:  /s/  H. William Smith
Name:  H. William Smith
Title:    Vice President, General Counsel
	and Secretary

  

Date: November 14, 2008

EXHIBITS

Exhibit 99.1 Press release issued November 14, 2008.

Exhibit 99.1

For Immediate Release

News Release

Contacts:

Bill Smith or Dean Johnson

The Aristotle Corporation

Phone: (203) 358-8000 or (920) 563-2446

Fax: (203) 358-0179 or (920) 563-0234

wsmith@ihc-geneve.com

int@enasco.com

The Aristotle Corporation Announces

2008 Third Quarter and Nine Month Results

Stamford, CT, November 14, 2008 - The Aristotle Corporation (NASDAQ: ARTL; ARTLP) announced today its results of operations for the third quarter and nine months ended September 30, 2008.

For the third quarter ended September 30, 2008, net earnings applicable to common stockholders were $4.7 million, or $.26 per diluted common share, versus $5.5 million, or $.31 per diluted common share, for the third quarter of 2007.  Net earnings applicable to common stockholders for the first nine months of 2008 were $12.0 million, or $.67 per diluted common share, compared to $11.8 million, or $.67 per diluted common share, for the comparable nine months of 2007.  

Third quarter net sales in 2008 increased 2.3% to $65.0 million from $63.5 million in the third quarter of 2007.  Earnings from operations, equating to 18.0% of net sales, declined 5.6% to $11.7 million from $12.4 million in the same quarter of 2007 (including an insurance recovery of $.4 million), or 19.5% of net sales.

For the nine months ended September 30, 2008, net sales increased 2.5% to $172.2 million from $168.0 million for the nine months ended September 30, 2007.  Earnings from operations increased 3.2% to $30.3 million (including a $.7 million insurance recovery) in the first nine months of 2008, or 17.6% of net sales, compared to $29.4 million (including the $.4 million insurance recovery) in the 2007 period, or 17.5% of net sales.

Steven B. Lapin, Aristotle’s President and Chief Operating Officer, stated, “Aristotle’s balance sheet is exceptionally strong, with stockholders’ equity having increased by 13.3% to $127.0 million at September 30, 2008 from $112.1 million at September 30, 2007, and current outstanding bank debt of a modest $5.0 million on its $45.0 million revolving line of credit. Although volatility in the equity markets did have a negative impact on diluted earnings per common share in the three and nine month periods ended September 30, 2008 of approximately $.02 and $.01, respectively, the change in value of Aristotle’s short-term investments is not material to your Company’s available working capital or financial condition.  While I am pleased to report your Company’s sales growth and significant profitability in the third quarter and first nine months of 2008, optimism must be tempered in view of unprecedented challenges now facing local, state, federal and global economies.”

 

 About Aristotle

The Aristotle Corporation, founded in 1986, and headquartered in Stamford, CT, is a leading manufacturer and global distributor of educational, health, medical technology and agricultural products.  A selection of over 80,000 items is offered, primarily through more than 45 separate catalogs carrying the brand of Nasco (founded in 1941), as well as those bearing the brands of Life/Form®, Whirl-Pak®, Simulaids, Triarco, Spectrum Educational Supplies, Hubbard Scientific, Scott Resources, Haan Crafts, To-Sew, CPR Prompt®, Ginsberg Scientific and Summit Learning.  Products include educational materials and supplies for substantially all K-12 curricula, molded plastics, biological materials, medical simulators, health care products and items for the agricultural, senior care and food industries.  Aristotle has approximately 900 full-time employees at its operations in Fort Atkinson, WI, Modesto, CA, Fort Collins, CO, Plymouth, MN, Saugerties, NY, Chippewa Falls, WI, Otterbein, IN and Newmarket, Ontario, Canada.

There are 18.0 million shares outstanding of Aristotle common stock (NASDAQ: ARTL) and 1.1 million shares outstanding of Series I preferred stock (NASDAQ: ARTLP); there are also 11.0 million privately-held shares outstanding of Series J preferred stock.  Aristotle has about 4,000 stockholders of record.  

Further information about Aristotle can be obtained on its website, at aristotlecorp.net.

Safe Harbor under the Private Securities Litigation Reform Act of 1995

 

To the extent that any of the statements contained in this release are forward-looking, such statements are based on current expectations that involve a number of uncertainties and risks that could cause actual results to differ materially from those projected or suggested in such forward-looking statements.  Aristotle cautions investors that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including, but not limited to, the following: (i) the ability of Aristotle to obtain financing and additional capital to fund its business strategy on acceptable terms, if at all; (ii) the ability of Aristotle on a timely basis to find, prudently negotiate and consummate additional acquisitions; (iii) the ability of Aristotle to manage any to-be acquired businesses; (iv) there is not an active trading market for the Company’s securities and the stock prices thereof are highly volatile, due in part to the relatively small percentage of the Company’s securities which is not held by the Company’s majority stockholder and members of the Company’s Board of Directors and management;  (v) the ability of Aristotle to retain its Federal net operating tax loss carryforward position and other deferred tax positions; and (vi) other factors identified in Item 1A, Risk Factors, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.  As a result, Aristotle’s future development efforts involve a high degree of risk.  For further information, please see Aristotle’s filings with the Securities and Exchange Commission, including its Forms 10-K, 10-K/A, 10-Q and 8-K.                                         

THE ARISTOTLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     

(In thousands, except share and per share data)

(Unaudited)

								Three Months Ended					Nine Months Ended
								September 30,					September 30,
								2008		2007			2008		2007
Net sales							$	64,976		63,524			172,202		167,950
Cost of sales								40,123		39,017			105,116		102,909
					Gross profit			24,853		24,507			67,086		65,041
Selling and administrative expense								13,178		12,133			36,795		35,677
					Earnings from operations			11,675		12,374			30,291		29,364
Other (expense) income:
			Interest expense					(260)		(393)			(833)		(1,082)
			Other, net					(428)		453			162		1,216
								(688)		60			(671)		134
					Earnings before income taxes			10,987		12,434			29,620		29,498
Income tax expense (benefit):
			Current					4,234		4,690			10,568		8,596
			Deferred					(109)		84			564		2,623
								4,125		4,774			11,132		11,219
						Net earnings		6,862		7,660			18,488		18,279
Preferred dividends								2,155		2,154			6,467		6,470
					Net earnings applicable to common stockholders		$	4,707		5,506			12,021		11,809
Earnings per common share:
			Basic				$	.26		.31			.67		.67
			Diluted				$	.26		.31			.67		.67
Weighted average common shares outstanding:
			Basic					17,962,875		17,927,671			17,962,209		17,552,073
			Diluted					17,968,921		17,946,013			17,971,305		17,569,502

THE ARISTOTLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 (in thousands)

Assets				September 30,  2008		December 31, 2007		September 30,    2007
				(unaudited)				(unaudited)
Current assets:
	Cash and cash equivalents Marketable securities		$	7,138 2,480		5,604 3,335		3,173 2,886
	Investments			21,991		18,150		15,761
	Accounts receivable, net			26,175		15,631		27,975
	Inventories, net			42,388		42,297		40,046
	Prepaid expenses and other			4,000		9,611		5,084
	Deferred income taxes			1,788		2,484		2,634
		Total current assets		105,960		97,112		97,559
Property, plant and equipment, net				28,429		27,476		27,140
Goodwill				14,186		14,476		14,458
Deferred income taxes				5,646		5,646		8,188
Investments				4,318		4,279		4,000
Other assets				817		446		391
		Total assets	$	159,356		149,435		151,736
Liabilities and Stockholders' Equity
Current liabilities:
	Current installments of long-term debt		$	299		305		300
	Trade accounts payable			9,331		10,500		8,593
	Accrued expenses			7,537		6,765		6,814
	Income Taxes			184		-		4,434
	Accrued dividends payable			-		2,156		-
		Total current liabilities		17,351		19,726		20,141
Long term debt, less current installments				10,434		8,655		14,237
Long term pension obligations				2,115		2,944		2,808
Other long term accruals				2,458		2,429		2,424
Stockholders' equity:
	Preferred stock, Series I			6,489		6,489		6,489
	Preferred stock, Series J			65,760		65,760		65,760
	Common stock			180		179		179
	Additional paid-in capital			7,685		7,580		6,867
	Retained earnings			46,985		34,964		31,866
	Accumulated other comprehensive earnings (loss)			(101)		709		965
		Total stockholders' equity		126,998		115,681		112,126
		Total liabilities and stockholders' equity	$	159,356		149,435		151,736