THERMAL INDUSTRIES, INC.
301 Brushton Avenue
Pittsburgh, Pennsylvania 15221
(412) 244-6400
__________________________________
SECOND SUPPLEMENT TO PROXY STATEMENT
dated May 6, 1997
for
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on May 22, 1997
and
Adjourned to May 29, 1997
__________________________________
Thermal Industries, Inc. issued the following press
release with respect to its Special Meeting of Shareholders
scheduled to be held on May 22, 1997:
"PITTSBURGH--May 21, 1997--Thermal Industries, Inc.
("Thermal") (NASDAQ: THMP) announced today that its Special
Meeting of Shareholders scheduled for 9:00 A.M. Eastern
daylight time on May 22, 1997 will be adjourned to 11:00
A.M., Eastern daylight time, on May 29, 1997, at the offices
of Buchanan Ingersoll Professional Corporation, 20th Floor,
One Oxford Centre, 301 Grant Street, Pittsburgh,
Pennsylvania. The Special Meeting has been called to vote
for the approval and adoption of the Agreement and Plan of
Merger (the "Merger Agreement") that provides for the merger
of Heat Acquisition, Inc., a wholly-owned subsidiary of
Heat, Inc., with and into Thermal. The adjournment will be
effected by Thermal's Chairman (David H. Weis) and Secretary
(Eric Rascoe), who own in excess of 60% of Thermal's common
stock, moving and voting to so adjourn the Special Meeting.
The adjournment was requested by a nominee holder,
Depository Trust Corporation, which desired additional time
to deal with broker dealers and beneficial owners who may
desire to vote and/or dissent with respect to the Merger
Agreement. In addition, at the request of this nominee
holder, Thermal has confirmed that it will accept as timely
filed for purposes of dissenter's rights properly executed
notices of intention to dissent accompanied by any other
required documents if all of such documents are received by
Thermal by facsimile at its executive offices (412/244-6496)
prior to the vote being taken on the Merger Agreement at the
adjourned Special Meeting on May 29, 1997. Thermal also
announced that Heat, Inc. has agreed to increase the maximum
Closing Invoice Amount (fees of Thermal's legal counsel and
investment banker) in the Merger Agreement to $350,000.
Thermal also stated that it has filed its Quarterly
Report for the Quarter Ended March 31, 1997 with the
Securities and Exchange Commission and issued a press
release regarding its third fiscal quarter results, a copy
of which press release together with a copy of this press
release is being mailed to its shareholders.
Thermal also announced that any shareholders who have
not received or desire additional copies of its proxy
statement or proxy cards should make requests for same to
Thermal's Secretary, Eric Rascoe, at (412)244-6400."
May 21, 1997
THERMAL INDUSTRIES, INC. THIRD QUARTER REPORT
PITTSBURGH, PA. May 21, 1997 - David H. Weis, CEO of Thermal
Industries, Inc. (NASDAQ: THMP) today reported third quarter and
nine month sales and earnings.
THERMAL INDUSTRIES, INC.
Quarter Nine Months
Period ending
March 31, 1997 1996 1997 1996
Net Sales $8,204,000 $6,946,000 $34,453,000 $29,092,000
Net Income (loss) (621,000) (452,000) 1,855,000 1,386,000
Income (loss)
per share ($.32) ($.23) $.95 $.71
COMMENTS: Although sales for the third quarter increased 18%
over the same 1996 quarter, increased manufacturing costs and
other expenses resulted in a higher loss for the quarter. Sales
for the nine months were also up 18% and net income for the
period was up 34%. See the attached press release for the new
date of the Special Meeting of Shareholders to vote on the H.I.G.
merger proposal.
CONTACT: E. Rascoe, Treasurer of Thermal Industries 412-244-6400.
DISTRIBUTION: PITTSBURGH AND NORTHEAST
FOR IMMEDIATE RELEASE
