UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per response 14.90
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
Toastmaster Inc.
(Name of Issuer)
Common Stock - $.01 par value
(Title of Class of Securities)
888791 10 0
(CUSIP Number)
Check the following box if a fee is being paid with the 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>
13G
CUSIP No. 888791 10 0 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert H. Deming
# ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
Not Applicable (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 3,718,379
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,354,593
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,718,379
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
49.3%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 888791 10 0 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Beverly A. Deming
# ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
Not Applicable (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 1,354,593
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,354,593
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,354,593
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
18.0%
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: This Schedule 13G is filed
pursuant to Rule 13d-1(c) of the Securities and
Exchange Act of 1934, as amended (the "Act"). It
is filed in conformity with Rule 13d-1(f)(1) of
the Act as a joint filing by the following
persons: Robert H. Deming and Beverly A. Deming.
(b) Address of Principal Business Office or, if none,
Residence:
The business address for Robert H. Deming and
Beverly A. Deming is 1801 North Stadium Boulevard,
Columbia, Missouri 65202.
(c) Citizenship: Robert H. Deming and Beverly A.
Deming are United States citizens.
(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, 1997)
(a) Amount beneficially owned: Robert H. Deming and
his wife Beverly A. Deming share beneficial
ownership of 127,684 shares of Toastmaster common
stock owned of record by Mr. Deming, 360,445
shares of Toastmaster common stock owned of record
by Mrs. Deming, 866,464 shares of Toastmaster
common stock owned of record by Mrs. Deming as
trustee for the benefit of various Deming family
members, and 45,000 shares of Toastmaster common
stock owned of record by a charitable <PAGE> foundation
established by the Deming family. Mr. and Mrs.
Deming share voting and investment power with
respect to these shares and share voting power
with respect to 1,354,593 of these shares pursuant
to the terms of a Stockholders' Agreement, as
described below. Mr. Deming may also be deemed
the beneficial owner of 2,318,786 shares of
Toastmaster common stock, as to which he shares
voting power with the beneficial owners thereof
pursuant to the terms of a Stockholders'
Agreement. Pursuant to the Stockholders'
Agreement, Mr. Deming has been granted the
irrevocable proxies to vote the shares of the
parties to the Stockholders' Agreement 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:
1. The shares identified in paragraph (a) above
as being beneficially owned by Robert H.
Deming represent 49.3% of the 7,539,450
shares outstanding on December 31, 1997.
2. The shares identified in paragraph (a) above
as being beneficially owned by Beverly A.
Deming represent 18.0% of the 7,539,450
shares outstanding on December 31, 1997.
(c) Number of shares of which such person has:
(i) sole power to vote or to direct the vote:
1. 0 shares with respect to Robert H.
Deming;
2. 0 shares with respect to Beverly A.
Deming.
(ii) shared power to vote or to direct the vote:
1. 3,718,379 shares with respect to Robert
H. Deming.
2. 1,354,593 shares with respect to Beverly
A. Deming.
(iii) sole power to dispose or to direct the
disposition of:
1. 0 shares with respect to Robert H.
Deming.
2. 0 shares with respect to Beverly A.
Deming.
(iv) shared power to dispose or to direct the
disposition of:
1. 1,354,593 shares with respect to Robert
H. Deming.
2. 1,354,593 shares with respect to Beverly
A. Deming.
ITEM 5: Ownership of Five Percent or Less of a Class.
Not applicable.
<PAGE>
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.
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, 1998
/s/ Robert H. Deming
Robert H. Deming
/s/ Beverly A. Deming
Beverly A. Deming
