U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4 AMENDMENT 1
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
/ / Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person
Cooley, Jr. Donald R.
(Last) (First) (Middle)
P.O. Box 38
(Street)
Kelso WA 98626
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tollycraft Yacht Corporation (TLLR)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
February 1997
5. If Amendment, Date of Original (Month/Year)
3/19/97
6. Relationship of Reporting Person to Issuer (Check all applicable)
/x/ Director / / 10% Owner
/x/ Officer (give title below) / / Other (specify below)
President/COO
<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
5.Amount
of Secu-
rities
Bene-
ficially
4.Securities Owned at 6.Ownership
2.Trans- 3.Trans- Acquired (A) or End of Form: 7.
action action Disposed of (D) Month Direct Nature of
Date Code (Instr. 3,4 and 5) (D) or Indirect
1.Title of (Month/ (Instr.8) (A) Indirect Beneficial
Security Day/ or (Instr. (I) Ownership
(Instr.3) Year) Code V Amount (D) Price 3 and 4) (Instr.4) (Instr.4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
<TABLE>
<CAPTION>
Table II--Derivative Securities Acquired, Disposed of or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
2.Conver- 5.Number of Deriv- 6.Date Exercisable
sion or 3.Trans- ative Securities and Expiration Date
Exercise action Acquired (A) or (Month/Day/Year)
1.Title of Price of Date 4.Transac- Disposed of (D)
Derivative Deriv- (Month/ tion Code (Instr.3,4,and 5) Date
Security ative Day/ (Instr.8) Exercis- Expiration
(Instr.3) Security Year) Code V (A) (D) able Date
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stock
Option(1) $9.25 (1) (1)
Incentive
Option(2) (2) (2) (2)
<CAPTION>
10.
9.Number of Ownership
Derivative Form of
Securities Derivative
Benefi- Security: 11.
7.Title and cially Direct Nature
Amount of Underlying 8.Price of Owned at (D) or of Indirect
Securities Derivative End of Indirect Beneficial
1.Title of (Instr. 3 and 4) Security Month (I) Ownership
Derivative Amount or
Security Title Number of (Instr.5) (Instr.4) (Instr. 4) (Instr.4)
<S> <C> <C> <C> <C> <C> <C>
Stock
Option(1) Common Stock 120,000 $0 0 D
Incentive
Option(2) Common Stock 40,000 $0 0 D
</TABLE>
Explanation of Responses:
(1) Granted 1-11-96. Exercisable at $9.25 per share. Expires 24 months
after the debt owed by the Company to Vera Corporation is fully paid and
no longer outstanding or is bargained, sold, assigned, transferred or
conveyed to a third party, and written notice form the Company of such
payoff or transfer is given to the Optionee. The Vera debt is
currently outstanding and option is therefor unexercisable.
(2) Granted 1-11-96. Exercisable as follows: 1.1 Up to 10,000 shares at $9.25
per share, which is the fair value at the time this option is granted, on or
before 12-31-96; 1.2 Any unexercised shares issuable pursuant to Section 1.1
herein and up to 10,000 additional shares, all at $12.50 per share on or
before 12-31-97; 1.3 Any unexercised shares issuable pursuant to Sections 1.1
and 1.2 herein and up to 10,000 additional shares, all at 50% of the bid price
of the stock as quoted at the time notice of exercise is given, on or before
12-31-98; 1.4 Any unexercised shares issuable pursuant to Sections 1.1, 1.2,
and 1.3 herein and up to 10,000 additional shares, all at 50% of the bid price
of the stock as quoted at the time notice of exercise is given, on or before
12-31-99.
By: /s/ D.R. Cooley
**Signature of Reporting Person Date 3-16-98
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
