WINLAND ELECTRONICS INC
SC 13D, 1997-10-28
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
Previous: ABC DISPENSING TECHNOLOGIES INC, S-3, 1997-10-28
Next: GENERAL NEW YORK MUNICIPAL BOND FUND INC, 497, 1997-10-28



                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                              (Amendment No. ___)*



                            Winland Electronics, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   974241 10 1
                                 (CUSIP Number)

                                Viola R. Farland
                       R. R. 5, Box 100, Mankato, MN 56001
                                 (507) 625-2363
           (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 August 12, 1996
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule  because of Rule  13d-1(b)(3)  or (4), check the following box [GRAPHIC
OMITTED].

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.

*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
disclosures provided in a prior cover page.

The information required on 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>


                                  SCHEDULE 13D

CUSIP No.  974241 10 1                                        Page 2 of 5 Pages

1             NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
              Viola R. Farland
              ###-##-####

2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) [ ]
                                                                        (b) [ ]

3             SEC USE ONLY

4             SOURCE OF FUNDS*
              00

5             CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
              TO ITEMS 2(d) or 2(e)                                        [ ]

6             CITIZENSHIP OR PLACE OF ORGANIZATION
              U.S.A.
NUMBER OF         7        SOLE VOTING POWER
SHARES                     189,946
BENEFICIALLY
OWNED BY          8        SHARED VOTING POWER
EACH                       -0-
REPORTING
PERSON            9        SOLE DISPOSITIVE POWER
WITH                       189,946
                    
                  10       SHARED DISPOSITIVE POWER
                           -0-

11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              189,946

12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
              SHARES*                                                    [ ]


13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
              6.9%

14            TYPE OF REPORTING PERSON*
              IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
                 INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
               TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
                         AND THE SIGNATURE ATTESTATION.


<PAGE>



Item 1.  Security and Issuer.

         Common Stock, no par value

         Winland Electronics, Inc.
         1950 Excel Drive
         Mankato, MN 56001

Item 2.  Identity and Background.

         (a)      Viola  R.  Farland,   filing   individually  and  as  Personal
                  Representative of the Estate of Swen E. Farland.

         (b)      Ms. Farland resides at R. R. 5, Box 100, Mankato, MN 56001.

         (c)      Ms. Farland is not employed.

         (d)      Ms. Farland has never been convicted in a criminal proceeding.

         (e)      Ms. Farland has not been a party to any civil  proceeding as a
                  result of which she was or is subject to a judgment, decree or
                  final order enjoining future  violations of, or prohibiting or
                  mandating  activities  subject to, federal or state securities
                  laws or finding any violation with respect to such laws.

         (f)      Ms. Farland is a citizen of the United States of America.

Item 3.  Source and Amount of Funds or Other Consideration.

         On  August  12,   1996,   Ms.   Farland  was   appointed   as  Personal
         Representative  of the Estate of Swen E. Farland (the "Estate") and, as
         such Personal Representative, became the owner of 184,946 shares of the
         Issuer's Common Stock previously held by Swen E. Farland,  her husband,
         who died on June 24, 1996.

         On October 31, 1996, Ms.  Farland,  as Personal  Representative  of the
         Estate,  exercised  an option to purchase  5,000 shares of the Issuer's
         Common  Stock from the Issuer for $.06 per share with  personal  funds,
         which option was issued to Swen E. Farland as a director of the Issuer.
         Ms. Farland holds the 5,000 shares as Trustee of the Viola Rose Farland
         Revocable Trust under Agreement dated March 10, 1995.


                                  Page 3 of 5

<PAGE>

Item 4.  Purpose of Transaction.

         Ms.  Farland  acquired  the shares as  described  in Item 3 above.  Ms.
         Farland has no immediate  intention of acquiring  additional  shares of
         the  Issuer.  Ms.  Farland  may  determine  to  dispose  of some of the
         Estate's  shares  depending  on  various  factors,  including,  without
         limitation, the price of the shares of the Issuer's Common Stock, other
         market  conditions and the desirability to liquidate some or all of the
         Estate's holdings.

Item 5.  Interest in Securities of the Issuer.

         (a)      Ms. Farland  beneficially  owns 189,946 shares of the Issuer's
                  Common Stock,  which beneficial  ownership  represents 6.9% of
                  the shares of Common Stock outstanding. Of the 189,946 shares,
                  Ms. Farland holds 184,946 shares as Personal Representative of
                  the  Estate  and 5,000  shares as  Trustee  of the Viola  Rose
                  Farland Revocable Trust Under Agreement dated March 10, 1995.

         (b)      Ms.  Farland  has sole voting and  dispositive  power over the
                  above shares of the Issuer's Common Stock.

         (c)      Ms.  Farland  did not  acquire or dispose of any shares of the
                  Issuer's  Common  Stock  during the sixty days  preceding  the
                  acquisition  of the  shares of the  Issuer's  Common  Stock on
                  August 12, 1996.

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect 
         to Securities of the Issuer.

         None.

Item 7.  Material to be Filed as Exhibits.

         None.


                                  Page 4 of 5
<PAGE>




                                    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.


Dated: March 6, 1997


                                               /s/ Viola R. Farland
                                               Viola R. Farland






                                  Page 5 of 5



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission