U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting Person
Cooley, Jr. Donald R.
8201 Peters Road, Suite 1000
Plantation, Florida 33324
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
January 1999
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director ( ) 10% Owner (X) Officer (give title below) ( ) Other
(specify below)
President & COO
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
<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>
Common Stock
$.001 par ________ A 20,000 D $_.__ _________ D
</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)
Stock
Option (3) $6.00 2-18-97 2-18-02
<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 1 D
Incentive
Option(2) Common Stock 40,000 $0 1 D
Stock
Option (3) Common Stock 105,000 $0 1 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.
(3) Granted 2-18-97 pursuant to the 1996 Employee Stock Option Plan.
**Signature of Reporting Person
/s/___________________
D.R. Cooley
Date 6-14-99
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
