SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Global One Distribution & Merchandising, Inc.
(f/k/a Kelly Russell Studios, Inc.)
Common Stock
378927 10 7
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing persons: (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.)
(Continued on the following page(s))
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 1 of 4
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
David B. Johnson
***-**-****
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5. SOLE VOTING POWER
NUMBER OF 488,658
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING PERSON 488,658
WITH 8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
488,658
10. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 4
Item 1(a) Name of Issuer:
Global One Distribution & Merchandising, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
5548 Lindbergh Lane
Bell, CA 90201-6410
Item 2(a) Name of Person Filing:
See Cover Page Item 1
Item 2(b) Address of Principal Business Office or, if none, residence:
c/o Miller, Johnson & Kuehn, Incorporated
5500 Wayzata Blvd.
Suite 800 - 8th Floor
Minneapolis, MN 55416
Item 2(c) Citizenship:
See Cover Page Item 4
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e) CUSIP No.
See Cover Page
Item 3 Statement Filed Pursuant to Rules 13d-1(b) or 13d-2(b):
Not applicable
Item 4(a) Amount Beneficially Owned:
See Cover Page Item 9. 161,408 shares held by the
reporting person are shares immediately
exercisable pursuant to a Warrant.
Item 4(b) Percent of Class
See Cover Page Item 11
Item 4(c) Number of Shares as to Which Such Person Has:
(i) sole power to vote or to direct the vote:
See Cover Page Item 5
Page 3 of 4
(ii) shared power to vote or to direct the vote:
See Cover Page Item 6
(iii) sole power to dispose or to direct the disposition
of:
See Cover Page Item 7
(iv) shared power to dispose or to direct the
disposition of:
See Cover Page Item 8
Item 5 Ownership of Five Percent or Less of a Class:
In 1996, Kelly Russell Studios, Inc. merged with
Global One Distribution & Merchandising, Inc. and all shares
of Kelly Russell Studio, Inc. were exchanged for shares of
Global One. The reporting person, therefore, no longer
beneficially owns any shares of Kelly Russell Studios, but
is currently a five percent or greater shareholder of Global
One.
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 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, 1997
/s/David B. Johnson
--------------------
David B. Johnson
Page 4 of 4
