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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
(PURSUANT TO SECTION 13(e) 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)
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange
Act of 1934.
b. [X] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Calculation of Filing Fee
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<CAPTION>
Transaction Amount of filing fee
valuation
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<S> <C> <C>
$4,546,875(1) $909.38
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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.
[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.
Amount Previously Paid: $2,265.07
Form or Registration No.: Form S-4
Filing Party: Thermwood Corporation
Date Filed: January 4, 1999
Pursuant to General Instruction F to Schedule 13e-3, Thermwood
Corporation (the "Issuer") hereby incorporates by reference its Registration
Statement on Form S-4, being filed with the Commission simultaneously herewith.
The Preliminary Prospectus, contained in the Issuer's registration statement on
Form S-4 is attached as Exhibit (d)(1).
RULE 13e-3 IS NO LONGER APPLICABLE TO THE TRANSACTION DESCRIBED IN THE ISSUER'S
REGISTRATION STATEMENT ON FORM S-4, AS AMENDED, BECAUSE THE TRANSACTION HAS BEEN
CHANGED IN SUCH A MANNER THAT IT IS NOT A "RULE 13e-3 TRANSACTION" AS THAT TERM
IS DEFINED IN RULE 13e-3(a)(3). ACCORDINGLY, THIS WILL BE THE ISSUER'S LAST
FILING OF A SCHEDULE 13e-3 WITH REGARD TO THE TRANSACTION.
CROSS REFERENCE SHEET
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<CAPTION>
Item No. Location in PP
-------- ---------------
<S> <C>
1. Issuer and Class of Security Subject Not Applicable.
to the Transaction
2. Identity and Background Not Applicable.
3. Past Contacts, Transactions or Not Applicable.
Negotiations
Not Applicable.
4. Terms of the Transaction
Not Applicable.
5. Plans or Proposals of the Issuer or
Affiliate
</TABLE>
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<TABLE>
<S> <C>
6. Source and Amounts of Funds or Not Applicable.
Other Consideration
7. Purpose(s), Alternatives, Reasons Not Applicable.
and Effects
8. Fairness of the Transaction Not Applicable.
9. Reports, Opinions, Appraisals and Not Applicable.
Certain Negotiations
10. Interest in Securities of the Issuer Not Applicable.
11. Contracts, Arrangements or Not Applicable.
Understandings with Respect to the
Issuer's Securities
12. Present Intention and Recommenda- Not Applicable.
tion of Certain Persons with
Regard to the Transaction
13. Other Provisions of the Transaction Not Applicable.
14. Financial Information Not Applicable.
15. Persons and Assets Employed, Not Applicable.
Retained or Utilized
16. Additional Information Not Applicable.
17. Material to be Filed as Exhibits Not applicable.
</TABLE>
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a)-(f) NOT APPLICABLE.
ITEM 2. IDENTITY AND BACKGROUND.
NOT APPLICABLE.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) NOT APPLICABLE.
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ITEM 4. TERMS OF THE TRANSACTION.
(a)-(b) NOT APPLICABLE.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
NOT APPLICABLE.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a)-(d) NOT APPLICABLE.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) NOT APPLICABLE.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(f) NOT APPLICABLE.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) NOT APPLICABLE.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) NOT APPLICABLE.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
NOT APPLICABLE.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a)-(b) NOT APPLICABLE.
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ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a)-(c) NOT APPLICABLE.
ITEM 14. FINANCIAL STATEMENTS.
(a)-(b) NOT APPLICABLE.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a)-(b) NOT APPLICABLE.
ITEM 16. ADDITIONAL INFORMATION.
NOT APPLICABLE.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
NOT APPLICABLE.
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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
-------------------------------------
(Date)
Thermwood Corporation
By: /s/ Kenneth J. Susnjara
-------------------------------------
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
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Lee Ray Olinger
/s/ Peter Lalos
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Peter Lalos
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