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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Issuer Tender Offer Statement
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
Thermwood Corporation
(NAME OF THE ISSUER)
Thermwood Corporation
(NAME OF PERSON(S) FILING STATEMENT)
Common Stock, without par value
(TITLE OF CLASS OF SECURITIES)
883672107
(CUSIP NUMBER OF CLASS OF SECURITIES)
Barry Feiner, Esq.
190 Willis Avenue
Mineola, New York 11501
Telephone Number: 516 873-8426
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
PERSON(S) FILING STATEMENT)
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
Calculation of Filing Fee
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<CAPTION>
Transaction Amount of filing fee
valuation
<S> <C>
$ 4,546,875(1) $ 909.38
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</TABLE>
(1.) Calculated by multiplying the 750,000 Shares by the average of the high and
low prices reported on the American Stock Exchange on December 28, 1998.
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: $2,265.07
Form or Registration No.: Form S-4
Filing Party: Thermwood Corporation
Date Filed: January 4, 1999
</TABLE>
Pursuant to General Instruction B to Schedule 13e-4, Thermwood
Corporation hereby incorporates by reference Amendment No.1 to its
registration statement on Form S-4, previously filed with the
Commission. The Preliminary Prospectus, contained in Amendment No. 1 to
the Company's registration statement on Form S-4 is attached as Exhibit
(e)(1). References in the following itemized responses in this Issuer
Tender Offer Statement refer to portions of the Preliminary Prospectus
incorporated by reference in answer thereto.
ITEM 1. SECURITY AND ISSUER.
(a) PROSPECTUS COVER PAGE; PROSPECTUS SUMMARY -- Our Principal
Office.
(b)-(c) EXCHANGE OFFER; MARKET FOR COMPANY'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
(d) NOT APPLICABLE.
ITEM 2. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) DESCRIPTION OF THE DEBENTURES AND THE INDENTURE; EXCHANGE
OFFER.
(b) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS -- Liquidity and Capital Resources;
EXCHANGE OFFER.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a) To the Company's knowledge, there are no plans by any person
to acquire or dispose of any additional securities of the
Company other than pursuant to existing option plans and
convertible debentures. In this regard, see MANAGEMENT --
Executive Compensation and PRINCIPAL SHARE-HOLDERS AND STOCK
OWNERSHIP OF MANAGEMENT.
(b)-(d) NOT APPLICABLE.
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(e) CAPITALIZATION; EXCHANGE OFFER -- Financial Effect of the
Exchange Offer; MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- Liquidity and
Capital Resources -- Effects of the Exchange Offer
(f) NOT APPLICABLE.
(g) EXCHANGE OFFER; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-- Transactions With Edgar Mulzer
(h)-(j) NOT APPLICABLE.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -- Recent Stock
Transactions By Affiliates.
ITEM 5. CONTACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
COVER PAGE OF PROSPECTUS; PLAN OF DISTRIBUTION.
ITEM 7. FINANCIAL STATEMENTS.
(a)-(b) SELECTED CONSOLIDATED FINANCIAL DATA; CONSOLIDATED FINANCIAL
STATEMENTS; EXCHANGE OFFER -- Financial Effect of the Exchange
Offer.
ITEM 8. ADDITIONAL INFORMATION.
NOT APPLICABLE.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) Preliminary Prospectus (see Exhibit (e)(1) below)
(b) DuBois County Bank $3,500,000 credit documents(1)
(c) (1) Incentive Stock Option Plan(2)
(2) Restated Non-Qualified Stock Option Plan(2)
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(3) Indenture dated as of February 3, 1993, between
Thermwood Corporation and American Stock Transfer and
Trust Company, Trustee, relating to 12% Convertible
Subordinated Debentures due February 25, 2003, and
resolutions relating to effect of reverse stock split
on those debentures(2)
(4) Indenture with American Stock Transfer and Trust
Company concerning the 12% debentures Due 2014.(1)
(5) Thermwood Option to Purchase Edgar Mulzer's
shares.(1)
(6) Agreement between Thermwood Corporation and Kenneth
J. Susnjara ("Securityholder") concerning
Securityholder's intentions with regard to his
Company securities in the Exchange Offer.
(7) Agreement between Thermwood Corporation and Linda S.
Susnjara ("Securityholder") concerning
Securityholder's intentions with regard to her
Company securities in the Exchange Offer.
(8) Agreement between Thermwood Corporation and Edgar
Mulzer ("Securityholder") concerning Securityholder's
intentions with regard to his Company securities in
the Exchange Offer.
(9) Agreement between Thermwood Corporation and Peter N.
Lalos ("Securityholder") concerning Securityholder's
intentions with regard to his Company securities in
the Exchange Offer.
(10) Agreement between Thermwood Corporation and Lee Ray
Olinger ("Securityholder") concerning
Securityholder's intentions with regard to his
Company securities in the Exchange Offer.
(11) Agreement between Thermwood Corporation and Rebecca
F. Fuller ("Securityholder") concerning
Securityholder's intentions with regard to her
Company securities in the Exchange Offer.
(12) Agreement between Thermwood Corporation and Michael
P. Hardesy ("Securityholder") concerning
Securityholder's intentions with regard to his
Company securities in the Exchange Offer.
(13) Agreement between Thermwood Corporation and David J.
Hildenbrand ("Securityholder") concerning
Securityholder's intentions with regard to his
Company securities in the Exchange Offer.
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(14) Agreement between Thermwood Corporation and Richard
Kasten ("Securityholder") concerning Securityholder's
intentions with regard to his Company securities in the
Exchange Offer.
(15) Agreement between Thermwood Corporation and Donald L.
Uebelhor ("Securityholder") concerning Securityholder's
intentions with regard to his Company securities in the
Exchange Offer.
(d) Not Applicable
(e) Preliminary Prospectus
(f) Not applicable
1. Filed as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form S-4 filed with the SEC on
March 1, 1999, and incorporated herein by this reference.
2. Previously filed as an exhibit to the Issuer's prior Schedule
13E-3 filed with the SEC on September 4, 1998, and incorporated
herein by this reference.
3. Filed as an exhibit to the Company's Registration Statement on
Form S-4 filed with the SEC on January 4, 1999, and incorporated
herein by this reference.
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SIGNATURE
After due 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.
February 25, 1999
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(Date)
Thermwood Corporation
By: /s/ Kenneth J. Susnjara
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Kenneth J. Susnjara, President
/s/ Kenneth J. Susnjara
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Kenneth J. Susnjara
/s/ Linda S. Susnjara
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Linda S. Susnjara
/s/ Edgar Mulzer
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Edgar Mulzer
/s/ Lee Ray Olinger
-------------------------------------
Lee Ray Olinger
/s/ Peter Lalos
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Peter Lalos
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ISSUER TENDER OFFER STATEMENT - EXHIBIT 6
Agreement between Thermwood Corporation and Kenneth J. Susnjara
("Securityholder") concerning Securityholder's intentions with regard to his
Company securities in the Exchange Offer.
Intentions Under Thermwood's Exchange Offer
Dear Sirs:
I am a director of Thermwood Corporation. I do not intend to tender any shares
of the common stock or options to purchase shares of common stock of Thermwood
Corporation that I currently hold in exchange for debenture bonds under the
exchange offer.
Sincerely,
/s/ Kenneth J. Susnjara
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ISSUER TENDER OFFER STATEMENT - EXHIBIT 7
Agreement between Thermwood Corporation and Linda S. Susnjara ("Securityholder")
concerning Securityholder's intentions with regard to her Company securities in
the Exchange Offer.
Intentions Under Thermwood's Exchange Offer
Dear Sirs:
I am a director of Thermwood Corporation. I do not intend to tender any shares
of the common stock or options to purchase shares of common stock of Thermwood
Corporation that I currently hold in exchange for debenture bonds under the
exchange offer.
Sincerely,
/s/ Linda S. Susnjara
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ISSUER TENDER OFFER STATEMENT - EXHIBIT 8
Agreement between Thermwood Corporation and Edgar Mulzer ("Securityholder")
concerning Securityholder's intentions with regard to his Company securities in
the Exchange Offer.
Intentions Under Thermwood's Exchange Offer
Dear Sirs:
I am a director of Thermwood Corporation. I do not intend to tender any shares
of the common stock or options to purchase shares of common stock of Thermwood
Corporation that I currently hold in exchange for debenture bonds under the
exchange offer.
Sincerely,
/s/ Edgar Mulzer
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ISSUER TENDER OFFER STATEMENT - EXHIBIT 9
Agreement between Thermwood Corporation and Peter N. Lalos ("Securityholder")
concerning Securityholder's intentions with regard to his Company securities in
the Exchange Offer.
Intentions Under Thermwood's Exchange Offer
Dear Sirs:
I am a director of Thermwood Corporation. I do not intend to tender any shares
of the common stock or options to purchase shares of common stock of Thermwood
Corporation that I currently hold in exchange for debenture bonds under the
exchange offer.
Sincerely,
/s/ Peter N. Lalos
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ISSUER TENDER OFFER STATEMENT - EXHIBIT 10
Agreement between Thermwood Corporation and Lee Ray Olinger ("Securityholder")
concerning Securityholder's intentions with regard to his Company securities in
the Exchange Offer.
Intentions Under Thermwood's Exchange Offer
Dear Sirs:
I am a director of Thermwood Corporation. I do not intend to tender any shares
of the common stock or options to purchase shares of common stock of Thermwood
Corporation that I currently hold in exchange for debenture bonds under the
exchange offer.
Sincerely,
/s/ Lee Ray Olinger
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ISSUER TENDER OFFER STATEMENT - EXHIBIT 11
Agreement between Thermwood Corporation and Rebecca F. Fuller ("Securityholder")
concerning Securityholder's intentions with regard to her Company securities in
the Exchange Offer.
Intentions Under Thermwood's Exchange Offer
Dear Sirs:
I am an officer of Thermwood Corporation. I do not intend to tender any shares
of the common stock or options to purchase shares of common stock of Thermwood
Corporation that I currently hold in exchange for debenture bonds under the
exchange offer.
Sincerely,
/s/ Rebecca F. Fuller
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ISSUER TENDER OFFER STATEMENT - EXHIBIT 12
Agreement between Thermwood Corporation and Michael P. Hardesty
("Securityholder") concerning Securityholder's intentions with regard to his
Company securities in the Exchange Offer.
Intentions Under Thermwood's Exchange Offer
Dear Sirs:
I am an officer of Thermwood Corporation. I do not intend to tender any shares
of the common stock or options to purchase shares of common stock of Thermwood
Corporation that I currently hold in exchange for debenture bonds under the
exchange offer.
Sincerely,
/s/ Michael P. Hardesty
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ISSUER TENDER OFFER STATEMENT - EXHIBIT 13
Agreement between Thermwood Corporation and David J. Hildenbrand
("Securityholder") concerning Securityholder's intentions with regard to his
Company securities in the Exchange Offer.
Intentions Under Thermwood's Exchange Offer
Dear Sirs:
I am an officer of Thermwood Corporation. I do not intend to tender any shares
of the common stock or options to purchase shares of common stock of Thermwood
Corporation that I currently hold in exchange for debenture bonds under the
exchange offer.
Sincerely,
/s/ David J. Hildenbrand
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ISSUER TENDER OFFER STATEMENT - EXHIBIT 14
Agreement between Thermwood Corporation and Richard Kasten ("Securityholder")
concerning Securityholder's intentions with regard to his Company securities in
the Exchange Offer.
Intentions Under Thermwood's Exchange Offer
Dear Sirs:
I am an officer of Thermwood Corporation. I do not intend to tender any shares
of the common stock or options to purchase shares of common stock of Thermwood
Corporation that I currently hold in exchange for debenture bonds under the
exchange offer.
Sincerely,
/s/ Richard Kasten
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ISSUER TENDER OFFER STATEMENT - EXHIBIT 15
Agreement between Thermwood Corporation and Donald L. Uebelhor
("Securityholder") concerning Securityholder's intentions with regard to his
Company securities in the Exchange Offer.
Intentions Under Thermwood's Exchange Offer
Dear Sirs:
I am an officer of Thermwood Corporation. I do not intend to tender any shares
of the common stock or options to purchase shares of common stock of Thermwood
Corporation that I currently hold in exchange for debenture bonds under the
exchange offer.
Sincerely,
/s Donald L. Uebelhor
