SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 1)(1)
Global One Distribution & Merchandising, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
378927 10 7
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(CUSIP Number)
David B. Johnson, c/o Miller Johnson & Kuehn, Incorporated, 5500 Wayzata
Boulevard, Suite 800-Eighth Floor, Minneapolis, Minnesota 55416,
Phone No. (612) 542-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 13, 1998
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
NOTE. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
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(1) 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 disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. 378927 10 7 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David B. Johnson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF 5,422,500
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 10,000(2)
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON 5,422,500
WITH 10 SHARED DISPOSITIVE POWER
10,000(3)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,432,500
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(2) Such shares represent shares owned by Betty Johnson, wife of David B.
Johnson.
(3) See footnote 2.
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CUSIP No. 378927 10 7 13D Page 3 of 5 Pages
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12 CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
Common Stock, $.01 Par Value Per Share
Global One Distribution & Merchandising, Inc.
ITEM 2(a). NAME OF PERSON FILING.
David B. Johnson
ITEM 2(b). BUSINESS ADDRESS.
c/o Miller, Johnson & Kuehn, Incorporated
5500 Wayzata Boulevard
Suite 800 - Eighth Floor
Minneapolis, Minnesota 55416
ITEM 2(c). PRESENT PRINCIPAL OCCUPATION.
Home executive
ITEM 2(d). CONVICTION OF CRIMINAL PROCEEDING IN LAST FIVE YEARS.
Not applicable
ITEM 2(e). CONVICTION OF CIVIL PROCEEDING IN LAST FIVE YEARS.
Not applicable
ITEM 2(f). CITIZENSHIP.
U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
David Johnson and his spouse used personal funds to acquire
the shares which are the subject of this Schedule
(collectively, the "Shares"). The aggregate purchase price of
the Shares was approximately $385,021.24. David Johnson has
not entered into any agreement, loan or other transaction with
respect to their purchase of the Shares. David Johnson
purchased the Shares directly from the issuer in private
placement transactions.
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CUSIP No. 378927 10 7 13D Page 4 of 5 Pages
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ITEM 4. PURCHASE OF TRANSACTION.
David Johnson purchased the Shares exclusively for investment
purposes. David Johnson does not have any plans to undertake
any extraordinary or other corporate transaction, e.g.,
merger, reorganization or liquidation with respect to the
issuer, or change in the present board of directors,
management, or dividend policy of the issuer.
ITEMS 5(a)
AND (b). AGGREGATE NUMBER AND PERCENTAGE OF CLASS OF SECURITIES.
David B. Johnson 5,432,500(4) (25.9%)
Sole Voting Power: 5,422,500
Shared Voting Power: 10,000
Sole Dispositive Power: 5,422,500
Shared Dispositive Power: 10,000
ITEM 5(c). TRANSACTIONS EFFECTED WITHIN THE LAST 60 DAYS.
Not applicable
ITEM 5(d). ADDITIONAL INTERESTED PERSONS.
Betty Johnson, wife of David B. Johnson, owns and has the
right to receive dividends from, and proceeds from the sale
of, 5,000 shares.
ITEM 5(e). OWNERSHIP OF LESS THAN FIVE PERCENT.
Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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.
July 6, 1999
/s/ David B. Johnson
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David B. Johnson
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(4) David Johnson's voting shares include 630,408 shares purchasable pursuant to
the exercise of warrant.
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CUSIP No. 378927 10 7 13D Page 5 of 5 Pages
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The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, PROVIDED, HOWEVER, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact constitute
federal criminal violations (SEE 18 U.S.C. 1001).
