THERMWOOD CORP
SC 13E1/A, 1999-05-03
SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY)
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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. 5)

                          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)
                                     
                              March 18, 1999
                    (Date Tender Offer First Published,
                    Sent or Given to Security Holders)

Calculation of Filing Fee

          Transaction         Amount of filing fee
          valuation

          $4,546,875 (1)             $909.38
          ----------                 -------
          
(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



                          INTRODUCTORY STATEMENT

     Thermwood  Corporation, an Indiana corporation(the "Company"),  hereby
amends and supplements its Issuer Tender Offer Statement on Schedule  13E-4
filed  with the Securities and Exchange Commission on January 4,  1999  (as
amended  on  March 1, 1999, March 12, 1999, March 16, 1999 and   March  19,
1999,  the  "Statement"), with respect to the exchange  tender  offer  (the
"Tender  Offer") by the Company for up to 750,000 shares of  the  Company's
common stock in exchange for up to $8,250,000 aggregate principal amount of
its 12% Subordinated Debentures due 2014 (the "Debentures"). This amendment
constitutes  the  final amendment to the Statement.   Pursuant  to  General
Instruction  E to Schedule 13E-4, information previously disclosed  in  the
Statement is omitted from this Amendment No. 5.

ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.

     Item 4 is hereby amended by adding the following paragraph:

     The  Tender  Offer terminated as scheduled on April 21, 1999  at  5:00
p.m.  New  York  time.  The Company accepted tenders for  an  aggregate  of
460,262  shares of its common stock and issued Debentures in the  aggregate
principal amount of $5,062,882 to the holders of the tendered shares.


                           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.

                                             April 29, 1999
                                        -------------------------
                                                  (Date)

                                        Thermwood Corporation

                                        By:/s/ Kenneth J. Susnjara
                                          -------------------------------
                                               Kenneth J. Susnjara, President

                                          /s/  Kenneth J. Susnjara
                                          -------------------------------
                                               Kenneth J. Susnjara

                                          /s/  Linda S. Susnjara
                                          -------------------------------
                                               Linda S. Susnjara

                                          /s/  Peter Lalos
                                          ------------------------------
                                               Peter Lalos


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