<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Universal Mfg. Co.
--------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------
(Title of Class of Securities)
913708-10-3
--------------------------------------------------------
(CUSIP Number)
Thomas Rasmussen
PO Box 61428
Denver, Colorado 80206
(303) 755-5414
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
--------------------------------------------------------
(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 6 Pages
<PAGE>
CUSIP No. 913708-10-3 13D
- -------------------------------------------------------------------------------
(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 97,336
--------------------------------------------------
(9) Sole Dispositive
Power 53,300
--------------------------------------------------
(10) Shared Dispositive
Power
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
97,436
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
11.9%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6 Pages
<PAGE>
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.
Thomas Rasmussen
P.O. Box 61428
Denver, Colorado 80206
Mr. Rasmussen is employed at MSX International, 155 Denargo Market,
Denver, Colorado 80216. 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.
(c) Mr. Rasmussen has discretionary power over the 44,136 shares
owned by his mother, Patricia Ann Rasmussen, and expended no funds
in consideration for such power.
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
Page 3 of 6 Pages
<PAGE>
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.
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 97,436 shares of
the Issuer's common stock, constituting approximately 11.9% 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 97,336
shares, including 44,136 shares held by his mother, and 53,200
shares held by him as trustee of a trust of which he is one of four
beneficiaries. The filing of this statement shall not be construed
as an admission that Thomas Rasmussen is, for the purpose of
Section 13(d) or 13(g) of the Act or for any other purposes, the
beneficial owner of securities held by or for the benefit of his
mother and any ownership interest in said securities is disclaimed.
(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 Share
Name of Person Date Acquired Share Transacted
- -------------- ---- -------- --------- ----------
<S> <C> <C> <C> <C>
Thomas Rasmussen 1984 100 Gift NASDAQ
Small Cap
Patricia Ann Rasmussen 11/1/92 44,136 Gift NASDAQ
Small Cap
Thomas Rasmussen, 7/18/93 53,200 $7.00 NASDAQ
as Trustee Small Cap
</TABLE>
(d) Mr. Rasmussen's mother, Patricia Ann Rasmussen, has the right
to receive dividends from, or the proceeds from the sale of, the
shares held be her.
(e) Not applicable.
Page 4 of 6 Pages
<PAGE>
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 5 of 6 Pages
<PAGE>
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
/s/ Thomas W. Rasmussen
----------------------------------------
(Signature)
----------------------------------------
(Name/Title)
Page 6 of 6 Pages
