SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B) AND (C) AND AMENDMENTS THERETO FILED
PURSUANT TO RULES 13D-2(B)
(Amendment No. 3)*
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
(Name of Issuer)
Common Stock, $1 Par Value
(Title of Class of Securities)
03077110
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
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.
(Continues on the following page(s))
Page 1 of 4 Pages
<PAGE>
CUSIP No. 03077110 13G Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Ameriwood Industries Affiliated Employee Stock Ownership and
Savings Plan 38-0983612
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
831,641
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
831,641
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.1%
12. TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 03077110 13G Page 3 of 4 Pages
Item 1(a) Name of Issuer:
Ameriwood Industries International Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
168 Louis Campau Promenade, Suite 400
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:
168 Louis Campau Promenade, Suite 400
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, Leon Dodd, Jerald Donaldson, John Grega, Scott
LaBarge, John Malbone, Marlan Smith, and John Steeb, shares
dispositive power but has no voting power. This Schedule 13G
is filed on behalf of each of the Employee Stock Ownership and
Savings Plan's trustees.
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6 Ownership of More than Five Percent 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.
<PAGE>
CUSIP NO. 03077110 13G Page 4 of 4 Pages
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
Administrative Committee:
Dated: February 13, 1998 By /s/ Richard L. Compton
Richard L. Compton
And /s/ Leon Dodd
Leon Dodd
And /s/ Jerald Donaldson
Jerald Donaldson
And /s/ John Grega
John Grega
And /s/ Scott LaBarge
Scott LaBarge
And /s/ John Malbone
John Malbone
And /s/ Marlan Smith
Marlan Smith
And /s/ John Steeb
John Steeb
<PAGE>
Agreement to File Joint Schedule 13G
Richard L. Compton, Leon Dodd, Jerald Donaldson, John Grega, Scott LaBarge,
John Malbone, Marlan Smith, 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
Administrative Committee:
Dated: February 13, 1998 By /s/ Richard L. Compton
Richard L. Compton
And /s/ Leon Dodd
Leon Dodd
And /s/ Jerald Donaldson
Jerald Donaldson
And /s/ John Grega
John Grega
And /s/ Scott LaBarge
Scott LaBarge
And /s/ John Malbone
John Malbone
And /s/ Marlan Smith
Marlan Smith
And /s/ John Steeb
John Steeb
