<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Kysor Industrial Corporation
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
501566103
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement /x/.
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE> 2
CUSIP NO. 501566103 SCHEDULE 13G PAGE 1 OF 4 PAGES
--------------------- ----- -----
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SS# ###-##-####
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
N/A
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
California
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 240300
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 481400
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
240300
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IA, IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
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.
January 30, 1997
-------------------------------
(Date)
/s/ Peter Neumeier
-------------------------------
(Signature)
Peter Neumeier/President
-------------------------------
(Name/Title)
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission.
Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
<PAGE> 4
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed
in the Commission's regulations and meet existing Securities Exchange Act
rules as to such matters as clarity and size (Securities Exchange Act Rule
12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g) and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for Social Security or I.R.S. identification numbers, disclosure of
which is voluntary. The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners of certain
equity securities. This statement will be made a matter of public record.
Therefore, any information given will be available for inspection by any member
of the public.
Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. Social Security
or I.R.S. identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing statements
of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for Social Security or I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
General Instructions. A. Statements containing the information
required by this Schedule shall be filed not later than February 14,
following the calendar year covered by the statement or within the time
specified in Rule 13d-1(b)(2), if applicable.
B. Information contained in a form which is required to be filed by
rules under Section 13(f) for the same calendar year as that covered by a
statement on this Schedule may be incorporated by reference in response to
any of the items of this Schedule. If such information is incorporated by
reference in this schedule, copies of the relevant pages of such form shall
be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but
the text of the items is to be omitted. The answers to the items shall be
so prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
Item 1(a). Name of Issuer:
Kysor Industrial Corporation
---------------------------------------------------------------
Item 1(b). Address of Issuer's Principal Executive Offices:
One Madison Ave., Cadillac, Michigan 49601-9785
---------------------------------------------------------------
Item 2(a). Name of Person Filing:
Neumeier Investment Counsel
---------------------------------------------------------------
<PAGE> 5
Item 2(b). Address of Principal Business Office or, if None, Residence:
26435 Carmel Rancho Blvd., Carmel, CA 93923
---------------------------------------------------------------
Item 2(c). Citizenship:
U.S.A., California
---------------------------------------------------------------
Item 2(d). Title of Class of Securities:
Common Stock
---------------------------------------------------------------
Item 2(e). CUSIP Number:
501566103
---------------------------------------------------------------
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [X] Investment Advisor registered under Section 203 of the
Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
13d-1(b)(1)(ii)(F).
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); see Item 7.
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. Ownership.
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount beneficially owned:
481400
---------------------------------------------------------------
(b) Percent of class:
8.3%
---------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 240300
-----------------------
(ii) Shared power to vote or to direct the vote
---------------------
(iii) Sole power to dispose or to direct the disposition of 481400
----------
