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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
T & W FINANCIAL CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
87215N 10 7
(Cusip Number)
Charles W. Dent
T & W Financial Corporation
P.O. Box 3028
Federal Way, WA 98063
(253) 922-5164
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(Name, address and Telephone Number of Person Authorized to Receive Notices and
Communications)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of 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 each 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 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).
Page 1 of 4
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CUSIP NO. 87215N 10 7 13D PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
Michael A. Price
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY 4,787,780
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OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
4,787,780
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,787,780
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
Title of Class of Equity Securities: Common Stock of T&W Financial Corporation
Name and Address of Principal Executive Offices of the Issuer:
T&W Financial Corporation
6416 Pacific Highway East
Tacoma, WA 98424
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person Filing: Michael A. Price
(b) Business Address: 6416 Pacific Highway East, Tacoma, WA 98424
(c ) Present Principal Occupation or Employment: Chief Executive Officer
of T&W Financial Corporation, whose principal business is specialized commercial
finance, and whose address is 6416 Pacific Highway East, Tacoma, WA 98424
(d) Conviction of a Criminal Proceeding (excluding traffic violations or
similar misdemeanors) during the last five years: No.
(e) Party in a Civil Proceeding during the last five years and as a
result was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws: No.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Exchange of Mr. Price's common stock of T&W Leasing, Inc. pursuant to a
Restructuring Agreement dated as of September 30, 1997, the form of which has
been previously filed with the Securities and Exchange Commission ("SEC") as
Exhibit 2.1 to T&W Financial Corporation's Form S-1 Registration Statement as
filed with the SEC on August 20, 1997.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Price is the founder, chairman of the board and chief executive
officer of T&W Financial Corporation and intends to hold the securities of T&W
Financial Corporation for investment purposes. Mr. Price may purchase additional
shares of common stock of T&W Financial Corporation from time to time. Mr. Price
may also determine to dispose of the shares of common stock of T&W Financial
Corporation that he owns. Except as set forth herein, Mr. Price does not have
any plans or proposals that relate to or would result in any of the matters
specified in Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number of Shares of Common Stock of T & W Financial
Corporation beneficially owned: 4,787,780. This total includes 2,000,000 shares
owned by Michael A. Price through the 1997 Price Family Limited Partnership.
Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities,
subject to the community property laws of the State of Washington, where
applicable.
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Percentage of Common Stock of T&W Financial Corporation owned (based on
8,387,718 shares of common stock outstanding as of April 10, 1998): 57.08%.
(b) Sole Voting Power: 4,787,780
Sole Dispositive Power: 4,787,780
Shared Voting Power: -0-
Shared Dispositive Power: -0-
(c) Not Applicable
(d) Not Applicable
(e) Not Applicable
ITEM 6. CONTRACTS. ARRANGEMENTS. UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER. None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None.
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.
04/16/98 /s/ MICHAEL A. PRICE
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(Date) (Signature)
Michael A. Price
(Name)
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