Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On December 31, 2008, The Aristotle Corporation (the "Company") and Steven B. Lapin, a director and President and Chief Operating Officer of the Company, entered into Amendment No. 2 to Retirement Benefit Agreement (see Exhibit 10.19) whereby the Retirement Benefit Agreement, as previously amended, will, among other things, continue in effect until Mr. Lapin's separation from service with the Company, death or disability.

Item 8.01 - Other Events

(i) On December 30, 2008, the following individuals were elected as directors of the Company, each to serve until the next annual meeting of stockholders and until his successor is duly elected and qualified, or until such director's earlier resignation or removal: Ira A. Harkavy, John L. Lahey, Steven B. Lapin, Donald T. Netter, Edward Netter, W. Phillip Niemeyer, James G. Tatum, Roy T. K. Thung and John A. Whritner.

(ii) As reported in its public filings, the Company is a limited partner in an investment partnership, the assets of which have been managed in a separate account by a non-affiliated party. The Company has recently become aware of certain activities alleged to have been engaged in by the broker-dealer with whom the assets have been invested. As a result, the Company is not at this time able to determine the realizable value of its investment in the partnership. The Company believes that any diminution in value of its limited partnership investment will not impair the Company's ability to conduct its business in the ordinary course.