<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
---
Universal Manufacturing Co.
--------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------
(Title of Class of Securities)
913708-10-3
--------------------------------------------------------
(CUSIP Number)
Thomas Rasmussen
P.O. Box 61428
Denver, Colorado, 80206
(303) 755-5414
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 15, 1998
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
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 the 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 Exchange
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).
(Continued on following page(s))
Page 1 of 5 Pages
---
<PAGE>
CUSIP No. 913708-10-3 13D Page 2 of 5 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Thomas Rasmussen
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States of America
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 100
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 52,200
--------------------------------------------------
(9) Sole Dispositive
Power 53,300
--------------------------------------------------
(10) Shared Dispositive
Power
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
53,300
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.5%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 913708-10-3 13D Page 3 of 5 Pages
--------- --- ---
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock of Universal Manufacturing
Co. ("Issuer"), an Iowa corporation, having its principal executive offices
at 405 Diagonal Street, Algona, Iowa 50511.
ITEM 2. IDENTITY AND BACKGROUND.
THOMAS RASMUSSEN
P.O. Box 61428
Denver, Colorado 80206
Mr. Rasmussen is employed at Jeff Sacks & Associates, 5580 La Jolla
Boulevard, La Jolla, California 92037. Mr. Rasmussen is a director of the
Issuer.
Mr. Rasmussen has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has he been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceedings 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.
Mr. Rasmussen is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The 100 shares of Common Stock of Universal Manufacturing Co. owned by
Mr. Rasmussen were acquired by gift.
(b) Mr. Rasmussen inherited 25% of the 53,200 shares of Common Stock held
in trust over which Mr. Rasmussen presides as a Trustee.
ITEM 4. PURPOSE OF TRANSACTION.
The reporting person has no plans to acquire additional securities,
however, he may at any time sell some or all of the shares of the
Issuer of which he owns or acts as Trustee. Mr. Rasmussen does not
have any plans or proposals which relate to or would result in
extraordinary corporate transactions affecting the Issuer, sale of its
assets, changes in its board of directors or management,
capitalization, dividend policy, business or corporate structure,
charter or bylaws, or delisting of the Issuer's securities,
termination of registration of the Issuer's securities or similar
actions.
<PAGE>
CUSIP No. 913708-10-3 13D Page 4 of 5 Pages
--------- --- ---
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the most recently published financial information
provided by the Issuer, there were approximately 816,000 shares of the
Issuer's common stock outstanding. Thomas Rasmussen, at the present
time, beneficially owns an aggregate of 53,300 shares of the Issuer's
common stock, constituting approximately 6.5% of the outstanding
shares.
(b) Thomas Rasmussen has sole dispositive power with respect to 53,300
shares, including 100 shares held by him directly and 53,200 shares
held by him as trustee of a trust of which Mr. Rasmussen is one of
four beneficiaries.
Mr. Rasmussen has shared voting power with respect to 53,200 shares
held by him as trustee of a trust of which he is one of four
beneficiaries.
<PAGE>
CUSIP No. 913708-10-3 13D Page 5 of 5 Pages
--------- --- ---
(c) Information with respect to acquisition of the common stock of the
Issuer by the Reporting Person is set forth below:
<TABLE>
<CAPTION>
Shares Price Per Where
Name of Person Date Acquired Share Transacted
- ---------------- ------ -------- --------- -----------
<S> <C> <C> <C> <C>
Thomas Rasmussen 1984 100 Gift NASDAQ
Thomas Rasmussen, as Trustee
7/18/93 53,200 $7.00 NASDAQ
</TABLE>
(d) Not applicable.
(e) March 15, 1998.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Person and any person with respect to
any securities of the Issuer.
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.
June 5, 1998
----------------------------------------
(Date)
/s/ Thomas W. Rasmussen
----------------------------------------
(Signature)
----------------------------------------
(Name/Title)
