THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G FILED ON FEBRUARY 18, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Toastmaster Inc.
(Name of Issuer)
Common Stock - $.10 par value
(Title of Class of Securities)
888791-10-0
(CUSIP Number)
*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 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John E. Thompson
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
691,865
7 SOLE DISPOSITIVE POWER
664,985
8 SHARED DISPOSITIVE POWER
26,880
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,865
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
ITEM 1:
(a) Name of Issuer: Toastmaster Inc.
(b) Address of Issuer's Principal Executive Offices:
1801 North Stadium Boulevard
Columbia, Missouri 65202
ITEM 2:
(a) Name of Person Filing: John E. Thompson.
(b) Address of Principal Business Office or, if none,
Residence:
Toastmaster Inc.
1801 North Stadium Boulevard
Columbia, Missouri 65202
(c) Citizenship: United States
(d) Title of Class of Securities: Common stock, par
value $.10 per share.
(e) CUSIP No.: 888791 10 0
ITEM 3:
If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
Not applicable.
ITEM 4: Ownership (as of December 31, 1996)
(a) Amount beneficially owned: John E. Thompson is
the beneficial owner of 55,300 shares owned of
record by him and 609,685 shares owned of record
by Mr. Thompson as trustee for the benefit of
various Thompson family members, and shares with
his wife the beneficial ownership of 26,880 shares
of Toastmaster common stock owned of record by
Mrs. Thompson as custodian for the benefit of Mr.
and Mrs. Thompson's two children. Mr. Thompson
has sole investment power over 664,985 shares and,
together with his wife, shares investment power
over 26,880 shares. Mr. Thompson <PAGE> shares with
Robert H. Deming the voting power with respect to
664,985 shares of Toastmaster common stock
pursuant to the terms of a Stockholders'
Agreement, as described below, and shares with his
wife the voting power with respect to
26,880 shares of Toastmaster common stock.
Pursuant to the Stockholders' Agreement,
Mr. Deming has been granted the irrevocable
proxies to vote the shares of the parties to the
Stockholders' Agreement, including the
664,985 shares owned by Mr. Thompson, in the
election of directors at any and all stockholders'
meetings, subject to certain limitations. The
proxies are irrevocable until May 16, 1999.
(b) Percent of class: 9.2%.
(c) Number of shares of which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 691,865
(iii) sole power to dispose or to direct the
disposition of: 664,985
(iv) shared power to dispose or to direct the
disposition of: 26,880
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.
Not applicable.
ITEM 7: Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
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.
<PAGE>
ITEM 10: Certification
Not applicable.
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: February 13, 1997
BY /s/ John E. Thompson
John E. Thompson
