<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Universal Mfg. Co.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
913708-10-3
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(CUSIP Number)
Patricia Ann Rassmussen
93 Palma Drive
Rancho Mirage, California 92270
(619) 324-4887
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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(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
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CUSIP No. 913708-10-3
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Patricia Ann Rasmussen
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
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(4) Source of Funds*
00
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
United States of America
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 44,136
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(9) Sole Dispositive
Power
--------------------------------------------------
(10) Shared Dispositive
Power 44,136
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
44,136
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
5.41%
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(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock of Universal Manufacturing
Co. ("Issuer"), a Nebraska corporation, having its principal executive
offices at 405 Diagonal Street, Algona, Iowa 50511.
ITEM 2. IDENTITY AND BACKGROUND.
PATRICIA ANN RASMUSSEN
93 Palma Drive
Rancho Mirage, California 92270
Ms. Rasmussen is not currently employed.
Ms. Rasmussen has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has she 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.
Ms. Rasmussen is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The 44,136 shares of Common Stock of Universal Mfg. Co. owned
by Ms. Rasmussen were acquired by gift.
ITEM 4. PURPOSE OF TRANSACTION.
The reporting person has no plans to acquire additional securities,
however, she may at any time sell some or all of the shares of the
Issuer of which she owns. Ms. 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 3 of 5 Pages
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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. Patricia Ann
Rasmussen, at the present time, beneficially owns an
aggregate of 44,136 shares of the Issuer's common stock,
constituting approximately 5.41% of the outstanding
shares.
(b) Patricia Ann Rasmussen has shared voting power with her son and
shared dispositive power with her daughter, with respect to the
44,136 shares.
(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>
Patricia Ann 11/1/92 44,136 Gift NASDAQ
Rasmussen SmallCap
</TABLE>
(d) Not applicable.
(e) Not applicable.
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.
Page 4 of 5 Pages
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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.
September 7, 1999
----------------------------------------
(Date
Patricia A. Rasmussen
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(Signature)
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(Name/Title)
Page 5 of 5 Pages
