Page 1 of 2 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
_____________________________________________________________________________
FORM 8-K
_____________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 1999
THERMWOOD CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA
(State of Incorporation)
001-09401 351169185
(Commission File Number) (I.R.S. Employer Identification No.)
Old Buffaloville Road
P.O. Box 436
Dale, Indiana 47523
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (812) 937-4476
Item 5. Other Events.
Thermwood Corporation (the "Corporation") announced on
January 27, 1999, that one of the Corporation's shareholders has
filed a class action lawsuit against the Corporation and its
directors. The suit seeks to enjoin the consummation of the
proposed exchange offer announced by the Corporation on November
5, 1998, pursuant to which the Corporation is offering to issue
12% 15-year subordinated debentures in exchange for all of the
Common Stock of the Corporation except for those shares owned by
the Corporation's two major shareholders, Kenneth and Linda
Susnjara. Pursuant to that offer, $11.00 in principal amount of
such debentures would be exchanged for each share of Common Stock
held by shareholders accepting the offer. The voluntary exchange
offer allows each shareholder to decide whether to exchange his,
her or its Common Stock for the debentures or to continue to hold
the Common Stock. The complaint also seeks compensatory damages.
The complaint alleges, among other things, that the offer
and the Corporation's plan to de-list from the American Stock
Exchange are unfair to the shareholders and that the individual
directors have violated their fiduciary duty in the course of
pursuing these transactions. The Corporation plans vigorously to
defend the action and intends to proceed with the exchange offer
at this time.
In conjunction with the proposed exchange offer, the
Corporation filed a Registration Statement, Schedule 13e-3 and
Schedule 13e-4 with the Securities and Exchange Commission (the
"SEC") on January 4, 1999. In accordance with the SEC's 30-day
review period, the Corporation expects to receive comments from
the SEC in the near future.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
THERMWOOD CORPORATION
By:/s/ Kenneth J. Susnjara
-----------------------
Kenneth J. Susnjara, President
Dated: January 29, 1999
INDS01 CVS 299158
