<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under Section
12(g) of the Securities Exchange Act of 1934 or Suspension of Duty
to File Reports under Sections 13 and 15(d) of the Securities
Exchange Act of 1934.
Commission File Number: 0-20123
Winthrop Resources Corporation
(Exact name of registrant as specified in its charter)
1015 Opus Center, 9900 Bren Road East
Minnetonka, Minnesota 55343
(612) 936-0226
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Common Stock, par value $.01 per share
9.50% Senior Notes due 2003
(Title of each class of securities covered by this Form)
None
(Title of all other classes of securities for which a duty to file
reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [X] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 15d-6 [ ]
Rule 12h-3(b)(1)(i) [X]
Approximate number of holders of record as of the certification or
notice date:
1 with respect to Common Stock
Less than 20 with respect to 9.50% Senior Notes due 2003
Pursuant to the requirements of the Securities Exchange Act of 1934,
Winthrop Resources Corporation has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.
Date: July 3, 1997 By: /s/ Joseph T. Green
-------------------------------
Joseph T. Green
Secretary and General Counsel
