SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
C2, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
126948108
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(CUSIP Number)
Nicholas F. Brady
1133 Connecticut Avenue, N.W. - Suite 200
Washington, D.C. 20036
(202) 872-0500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 11, 1999
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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).
(Continued on following page(s))
Page 1 of 5 Pages
<PAGE>
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CUSIP No. 126948108 Page 2 of 5 Pages
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nicholas F. Brady
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 300,000
SHARES =============================================================
8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY =============================================================
9 SOLE DISPOSITIVE POWER
EACH 300,000
REPORTING =============================================================
10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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<PAGE>
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CUSIP No. 126948108 Page 3 of 5 Pages
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Item 1. Security and Issuer:
This statement relates to common stock, par value $.01 per
share ("Common Stock"), of C2, Inc. (the "Company"). The
principal executive offices of the Company are located at
700 North Water Street, Suite 1200, Milwaukee, Wisconsin
53202.
Item 2. Identity and Background:
(a) - (b). Name and Business Address
Nicholas F. Brady
1133 Connecticut Avenue, N.W. Suite 200
Washington, D.C. 20036
(c). Principal Occupation
Chairman and President of Darby Advisors, Inc., a private
investment company located in Easton, Maryland.
(d) - (e). During the last five years, the reporting person
has not been convicted in a criminal proceeding (excluding
traffic violations and misdemeanors) or been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating
activities subject to federal or state securities laws or
finding any violation with respect to such laws.
(f). United States
Item 3. Source and Amount of Funds or Other Consideration:
As of the date hereof, Mr. Brady held 300,000 shares of
Common Stock. Mr. Brady used personal funds to purchase the
shares.
Item 4. Purpose of Transaction:
Mr. Brady acquired 300,000 shares of Common stock for
investment purposes.
The reporting person has no plans or proposals which relate
to or would result in:
(a) The acquisition by any person of additional
securities of the Company, or the disposition of securities
of the Company;
(b) An extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of
assets of the Company or any of its subsidiaries;
<PAGE>
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CUSIP No. 126948108 Page 4 of 5 Pages
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(d) Any change in the present board of directors or
management of the Company, including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board;
(e) Any material change in the present
capitalization or dividend policy of the Company:
(f) Any other material change in the Company's
business or corporate structure;
(g) Changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer by any
other person;
(h) Causing a class of securities of the Company to
be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A class of equity securities of the Company
becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares beneficially
owned is 300,000, representing 5.8% of the 5,202,689 shares
of Common Stock issued and outstanding as of March 11,
1999.
(b) Number of shares as to which the reporting
person has:
(i) sole power to vote or to direct the
vote: 300,000
(ii) shared power to vote or to direct the
vote: -0-
(iii) sole power to dispose or to direct the
disposition of: 300,000
(iv) shared power to dispose or direct the
disposition of: -0-
(c) Inapplicable.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Mr. Brady is not party to any contract, arrangement,
understanding or relationship with respect to any Common
Stock of the Company.
Item 7. Material to Be Filed as Exhibits.
None.
<PAGE>
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CUSIP No. 126948108 Page 5 of 5 Pages
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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: March 22, 1999
/s/ Nicholas F. Brady
Nicholas F. Brady
