AMERIWOOD INDUSTRIES INTERNATIONAL CORP
SC 13G/A, 1997-02-14
WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2 )*


                 Ameriwood Industries International Corporation
                                (Name of Issuer)

                           Common Stock, $1 Par Value
                         (Title of Class of Securities)

                                    03077110
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement ___ . (A fee
is not required only if the filing person:  (1) Has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

*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 the
disclosures provided in a prior cover page.

The information required in 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 1 of 5 Pages


<PAGE>



CUSIP No. 03077110                     13G                     Page 2 of 5 Pages


1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Ameriwood Industries Affiliated Employee Stock Ownership and Savings
         Plan
         38-0983612

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

                  (a)  x

                  (b)

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         United States of America

                           5.       SOLE VOTING POWER
    Number of                       0
       Shares
    Beneficially           6.       SHARED VOTING POWER
     Owned By                       0
        Each
     Reporting             7.       SOLE DISPOSITIVE POWER
       Person                       0
        With
                           8.       SHARED DISPOSITIVE POWER
                                    796,972

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         796,972

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         (See Instructions)

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
         18.77%

12.      TYPE OF REPORTING PERSON (See Instructions)
         EP



<PAGE>



CUSIP NO. 03077110                13G                          Page 3 of 5 Pages

Item 1(a)         Name of Issuer:

                  Ameriwood Industries International Corporation

Item 1(b)         Address of Issuer's Principal Executive Offices:

                  171 Monroe Avenue, N.W., Suite 600
                  Grand Rapids, MI  49503

Item 2(a)         Name of Person Filing:

                  Ameriwood Industries Affiliated Employee Stock Ownership and
                  Savings Plan

Item 2(b)         Address of Principal Business Office or, if None, Residence:

                  171 Monroe Avenue, N.W., Suite 600
                  Grand Rapids, MI  49503

Item 2(c)         Citizenship:

                  United States of America

Item 2(d)         Title of Securities:

                  Common Stock, $1 Par Value

Item 2(e)         CUSIP Number:

                  03077110

Item 3            Employee  Benefit Plan, Pension  Fund which is  subject to the
                  provisions of the  Employee Retirement  Income Security Act of
                  1974, or Endowment Fund; See Section. 240.13d-1(b)(1)(ii)(F).

Item 4            Ownership:

                  Ownership  details are  disclosed in Items 5 through 11 on the
                  cover sheet preceding this portion of Schedule 13G.  Ameriwood
                  Industries  Affiliated  Employee  Stock  Ownership and Savings
                  Plan,  through  its  administrative   committee,   Richard  L.
                  Compton, Craig G. Wassenaar,  Mary K Miller, Charles R. Foley,
                  Gregory  C.  Horvath,  Leon J.  Dodd,  and John  Steeb,  share
                  dispositive  power but have no voting power. This Schedule 13G
                  is filed on behalf of each of the Employee Stock Ownership and
                  Savings Plan's trustees.



<PAGE>



CUSIP NO. 03077110                13G                          Page 4 of 5 Pages

Item 5            Ownership of 5% or Less of a Class:
                  ---------------------------------- 

                  Not applicable.

Item 6            Ownership of More than 5% on Behalf of Another Person:
                  ----------------------------------------------------- 

                  The  administrative  committee  of  the  Ameriwood  Industries
                  Affiliated  Employee  Stock  Ownership and Savings Plan shares
                  dispositive  power with the participants of the Employee Stock
                  Ownership and Savings Plan.

Item 7            Identification  and  Classification  of  the  Subsidiary which
                  --------------------------------------------------------------
                  Acquired  the  Security  Being  Reported on by Parent  Holding
                  --------------------------------------------------------------
                  Company:
                  ------- 

                  Not applicable.

Item 8            Identification and Classification of Members of the Group:
                  --------------------------------------------------------- 

                  Not applicable.

Item 9            Notice of Dissolution of Group:
                  ------------------------------ 

                  Not applicable.

Item 10           Certification:

                  By signing  below I certify  that, to the best of my knowledge
                  and belief, the securities  referred to above were acquired in
                  the ordinary  course of business and were not acquired for the
                  purpose  of,  and do not  have  the  effect  of,  changing  or
                  influencing the control of the issuer of such securities,  and
                  were not acquired in connection  with or as a  participant  in
                  any transaction having such purposes or effect.

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.

                                               AMERIWOOD INDUSTRIES AFFILIATED
                                               EMPLOYEE STOCK OWNERSHIP AND
                                               SAVINGS PLAN


Dated: February 14, 1997                   By  /s/ Richard L. Compton
                                               Richard L. Compton



<PAGE>



CUSIP NO. 03077110                   13G                       Page 5 of 5 Pages





                                       And   /s/ Craig G. Wassenaar
                                             Craig G. Wassenaar



                                       And   /s/ Mary K Miller
                                             Mary K Miller



                                       And   /s/ Charles R. Foley
                                             Charles R. Foley



                                       And   /s/ Gregory C. Horvath
                                             Gregory C. Horvath



                                       And   /s/ Leon J. Dodd
                                             Leon J. Dodd



                                       And   /s/ John Steeb
                                             John Steeb

                                             Administrative Committee



<PAGE>


                      Agreement to File Joint Schedule 13G

         Richard  L.  Compton,  Craig G.  Wassenaar,  Mary K Miller,  Charles R.
Foley,  Gregory C. Horvath,  Leon J. Dodd,  and John Steeb,  the  administrative
committee of the Ameriwood  Industries  Affiliated  Employee Stock Ownership and
Savings Plan,  agree that the Schedule 13G to which this  Agreement is attached,
is filed on behalf of each of them.  These  parties  sign  below,  to note their
agreement that this Schedule 13G is filed on behalf of each of them.

                                          AMERIWOOD INDUSTRIES AFFILIATED
                                          EMPLOYEE STOCK OWNERSHIP AND
                                          SAVINGS PLAN



Dated:  February 14, 1997                By  /s/ Richard L. Compton
                                             Richard L. Compton



                                       And   /s/ Craig G. Wassenaar
                                             Craig G. Wassenaar



                                       And   /s/ Mary K Miller
                                             Mary K Miller



                                       And   /s/ Charles R. Foley
                                             Charles R. Foley



                                       And   /s/ Gregory C. Horvath
                                             Gregory C. Horvath



                                       And   /s/ Leon J. Dodd
                                             Leon J. Dodd



                                       And   /s/ John Steeb
                                             John Steeb

                                             Administrative Committee



<PAGE>


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