UNITED STATES

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): ~~AUGUST~~NOVEMBER 245, 2009

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 8 2.0102 ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On ~~August~~November 245, 2009, ~~the Board of Directors of~~ The Aristotle Corporation ~~(the~~issued ~~“Company”) received~~ a ~~letter~~press ~~from~~release ~~Geneve~~announcing ~~Corporation~~financial ~~(“Geneve”),~~results ~~the~~for ~~owner of 90.6% of~~ the ~~Company’s~~quarter ~~outstanding~~ended ~~voting~~September ~~stock~~30, ~~indicating~~2009, ~~Geneve’s intention to acquire the balance of the shares of the Company’s Common Stock and Series I Preferred Stock that it does not already own by means of~~ a ~~short-form~~copy ~~merger (the “Merger”) pursuant to Section 253~~ of ~~the~~which ~~General~~is ~~Corporation~~attached ~~Law~~as ofExhibit ~~the State of Delaware~~99.1.

~~Because~~Item ~~the Merger is being structured as a short-form merger, no action is required of the Company’s Board of Directors or the public stockholders for the Merger to become effective~~9. ~~Prior~~01 toFinancial ~~completion~~Statements ~~of the Merger, the holders of the Company’s Common Stock~~ and Series I Preferred Stock will receive notice of their rights of appraisal under Delaware law. Geneve is under no obligation to consummate the Merger and could decide to withdraw from the transaction at any time before it becomes effective.Exhibits

~~Pursuant to regulations of the Securities and Exchange Commission~~ (~~the “SEC”~~d), Geneve has filed with the SEC an amended Schedule 13D and a Transaction Statement on Schedule 13E-3 in respect of the Merger (copies of such documents are available at the Company’s website: aristotlecorp.net, and the SEC’s website: http://www.sec.gov).

The information in this Form 8-K 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.Exhibits

~~SIGNATURES~~Exhibit 99.1 - Press release of The Aristotle Corporation, dated November 5, 2009.

~~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.~~SIGNATURES

~~THE~~Pursuant ~~ARISTOTLE~~to ~~CORPORATION~~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

ByDate: ~~/s/~~ H.November ~~William~~5, ~~Smith~~2009

~~Name~~EXHIBITS

HExhibit 99.1 ~~William~~Press ~~Smith~~release issued November 5, 2009.

~~Title:~~Exhibit 99.1

~~Vice~~For ~~President,~~Immediate ~~General Counsel~~Release

~~and~~News ~~Secretary~~Release

~~Date~~Contacts: ~~August 24, 2009~~

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

2009 Third Quarter and Nine Month Results

Stamford, CT, November 5, 2009 - The Aristotle Corporation (NASDAQ: ARTL; ARTLP) announced today its results of operations for the third quarter and nine months ended September 30, 2009.

Net earnings applicable to common stockholders for the first nine months of 2009 were $8.3 million, or $.46 per diluted common share, compared to $12.0 million, or $.67 per diluted common share, for the comparable nine months of 2008. Pursuant to a final settlement with the Internal Revenue Service of an audit previously reported by the Company, the nine months ended September 30, 2009 includes additional Federal income taxes of $.5 million and $1.0 million for the 2006 and 2007 tax years, respectively, plus approximately $.1 million of interest, related to a partial disallowance of the Company’s historical Federal net operating tax losses that were utilized. Such amounts reduced net income for the nine months ended September 30, 2009 by approximately $.09 per diluted common share. For the third quarter ended September 30, 2009, net earnings applicable to common stockholders were $4.8 million, or $.27 per diluted common share, compared to $4.7 million, or $.26 per diluted common share, in the third quarter of 2008. An adjustment to the initial IRS settlement reduced the Federal tax expense by $.3 million and the related interest expense by $.1 million, or approximately $.02 per diluted common share, in the three and nine months ended September 30, 2009. No additional taxes were due for any years prior to 2006.

In the nine months ended September 30, 2009, net sales decreased 7.8% to $158.9 million from $172.2 million in the nine months ended September 30, 2008. Earnings from operations decreased by 11.5% in the first nine months of 2009 to $26.8 million, or 16.9% of net sales. In the first nine months of 2008, earnings from operations totaled $30.3 million (including a $.7 million insurance recovery), or 17.6% of net sales. In the third quarter of 2009, net sales decreased 5.9% to $61.1 million from $65.0 million in the third quarter of 2008. Earnings from operations decreased by 2.6% in the third quarter of 2009 to $11.4 million, or 18.6% of net sales. In the same quarter of 2008, earnings from operations totaled $11.7 million, or 17.9% of net sales.

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 50 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, 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 850 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 3,600 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; and (v) 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, 2008. 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,
					2009	2008	2009	2008

Net sales				$	61,128	64,976	158,854	172,202
Cost of sales					37,089	40,123	95,440	105,116
		Gross profit			24,039	24,853	63,414	67,086

Selling and administrative expense					12,669	13,178	36,607	36,795
		Earnings from operations			11,370	11,675	26,807	30,291

Other (expense) income:
	Interest expense				(104)	(260)	(733)	(833)
	Other, net				167	(428)	448	162
					63	(688)	(285)	(671)
		Earnings before income taxes			11,433	10,987	26,522	29,620

Income tax expense (benefit):
	Current				4,371	4,234	11,616	10,568
	Deferred				95	(109)	156	564
					4,466	4,125	11,772	11,132
			Net earnings		6,967	6,862	14,750	18,488

Preferred dividends					2,155	2,155	6,467	6,467
		Net earnings applicable to common stockholders		$	4,812	4,707	8,283	12,021

Earnings per common share:
	Basic			$	.27	.26	.46	.67
	Diluted			$	.27	.26	.46	.67

Weighted average common shares outstanding:
	Basic				17,962,875	17,962,875	17,962,875	17,962,209
	Diluted				17,962,875	17,968,921	17,962,875	17,971,305

THE ARISTOTLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)


Assets				September 30, 2009	December 31, 2008	September 30, 2008
				(unaudited)		(unaudited)
Current assets:
	Cash and cash equivalents		$	29,690	15,290	7,138
	Marketable securities			4,220	4,437	2,480
	Investments			2,996	2,876	21,991
	Accounts receivable, net			24,065	14,048	26,175
	Inventories, net			39,716	44,653	42,388
	Prepaid expenses and other			4,478	8,542	4,000
	Income tax receivable			-	5,396	-
	Deferred income taxes			4,070	4,644	1,788
		Total current assets		109,235	99,886	105,960

Property, plant and equipment, net				27,530	27,808	28,429

Goodwill				14,162	13,712	14,186
Deferred income taxes				6,668	6,668	5,646
Investments				4,318	4,318	4,318
Other assets				1,127	884	817
		Total assets	$	163,040	153,276	159,356

Liabilities and Stockholders' Equity
Current liabilities:
	Current installments of long-term debt		$	309	294	299
	Trade accounts payable			7,820	9,576	9,331
	Accrued expenses			12,907	11,641	7,537
	Income taxes			2,057	-	184
	Accrued dividends payable			-	2,156	-
		Total current liabilities		23,093	23,667	17,351

Long term debt, less current installments				10,126	10,364	10,434
Long term pension obligations				5,587	5,891	2,115
Other long term accruals				2,489	2,467	2,458

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	180	180
	Additional paid-in capital			7,690	7,690	7,685
	Retained earnings			43,262	34,979	46,985
	Accumulated other comprehensive loss			(1,636)	(4,211)	(101)
		Total stockholders' equity		121,745	110,887	126,998
		Total liabilities and stockholders' equity	$	163,040	153,276	159,356

Filing Compare · ARISTOTLE CORP