SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Report Date (Date of earliest event reported): November 21, 1995
BRAINERD INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
MINNESOTA 2-98277C 41-1428861
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification
Number)
17113 MINNETONKA BOULEVARD, SUITE 214
MINNETONKA, MINNESOTA 55345
(Address of principal executive offices) (Zip Code)
(612) 475-1500
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
At the annual meeting of shareholders on November 21, 1995,
shareholders approved an Agreement and Plan of Merger pursuant to which The
Colonel's, Inc. will be merged with Brainerd Merger Corporation, a wholly-owned
subsidiary of Brainerd International, Inc. In exchange for the
merger, Brainerd International, Inc will issue 23,500,000 shares of
Brainerd common stock to the shareholders of The Colonel's, Inc. The
shareholders of The Colonel's, Inc. are Donald J. Williamson and Patsy
Williamson. Mr. Williamson currently owns 67,080 shares of Brainerd common
stock, representing 9.9% of Brainerd's outstanding stock. Following the
merger Mr. and Mrs. Williamson will beneficially own 23,567,080 shares of
Brainerd common stock representing 97.5% of Brainerd's outstanding stock.
The change of control of Brainerd International, Inc. that will
result from the merger has not yet occurred. The Registrant anticipates
that the merger will be completed on or about December 31, 1995, following
receipt of approval for the listing of shares on the NASDAQ Small Cap
Market. The merger transaction is described in further detail in the
Registrant's Proxy Statement dated October 23, 1995 as filed with the
Securities and Exchange Commission on October 25, 1995.
ITEM 5. OTHER EVENTS.
a) SUBMISSIONS OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
At the annual meeting of shareholders held on November 21, 1995,
pursuant to the Notice of Annual Meeting of Shareholders and Proxy
Statement dated October 23, 1995, six proposals (including the election of
directors) were submitted to a vote of shareholders. At the meeting a
total of 677,830 shares of common stock were entitled to vote, with 642,404
shares represented by proxy and 70 shares represented in person for a total
of 642,474 shares voting. The shares were voted with respect to the six
proposals as follows:
1. With respect to the proposal to adopt an agreement and plan
of merger between Brainerd International, Inc., Brainerd Merger
Corporation, a wholly-owned subsidiary of Brainerd, and The Colonel's,
Inc., pursuant to which The Colonel's, Inc. will merge with Brainerd Merger
Corporation in exchange for the issuance of 23,500,000 shares of common
stock of Brainerd International, Inc., the following votes were cast:
<TABLE>
<CAPTION>
For Against Abstained
<S> <C> <C> <C>
560,861 300 81,313
</TABLE>
2. With respect to the proposal to change the state of
incorporation of Brainerd International, Inc. from Minnesota to Michigan,
adopt new Articles of Incorporation of Brainerd International, Inc.,
-2-
increase the number of shares of common stock, par value $.01 per share,
that Brainerd International, Inc. is authorized to issue from 10,000,000 to
35,000,000 shares, the following votes were cast:
<TABLE>
<CAPTION>
For Against Abstained
<S> <C> <C> <C>
565,017 482 76,975
</TABLE>
3. With respect to the proposal to authorize the transfer of
all of the operating assets of Brainerd International, Inc. to Brainerd
International Raceway, Inc., a wholly-owned subsidiary of Brainerd
International, Inc., the following votes were cast:
<TABLE>
<CAPTION>
For Against Abstained
<S> <C> <C> <C>
563,364 315 78,795
</TABLE>
4. With respect to the proposal to adopt The Colonel's
Holdings, Inc. 1995 Long-Term Incentive Plan, the following votes were
cast:
<TABLE>
<CAPTION>
For Against Abstained
<S> <C> <C> <C>
551,139 15,758 75,577
</TABLE>
5. With respect to the proposal for election of directors of
Brainerd International, Inc., the nominees received the following votes:
<TABLE>
<CAPTION>
For Abstained
<S> <C> <C> <C>
Donald J. Williamson 641,534 940
Ted Gans 641,584 890
Gary Moore 641,564 910
J. Daniel Frisina 641,544 930
Richard L. Roe 641,519 955
Lisa K. Morrow 631,104 11,370
</TABLE>
6. With respect to the proposal to confirm the appointment of
Deloitte & Touche LLP as the independent auditors of The Colonel's
Holdings, Inc., as the successor of Brainerd International, Inc., for the
year ending December 31, 1995, the following votes were cast:
<TABLE>
<CAPTION>
For Against Abstained
<S> <C> <C> <C>
631,651 10,100 723
</TABLE>
-3-
b) APPROVAL OF MERGER AND REINCORPORATION TRANSACTIONS.
At the annual meeting of shareholders on November 21, 1995,
shareholders of Brainerd International, Inc. adopted an Agreement and Plan
of Merger between Brainerd International, Inc., Brainerd Merger
Corporation, a wholly-owned subsidiary of Brainerd International, Inc. and
The Colonel's, Inc. pursuant to which The Colonel's, Inc. will be merged
with Brainerd Merger Corporation (the "Merger"). In consideration for the
Merger, Brainerd International, Inc. will issue 23,500,000 shares of common
stock to shareholders of The Colonel's, Inc. Additionally, shareholders
approved a proposal to change the state of incorporation of Brainerd
International, Inc. from Minnesota to Michigan, adopt new articles of
incorporation of Brainerd International, Inc. to change the name of the
corporation to The Colonel's Holdings, Inc. and to increase the number of
shares of common stock, par value $.01 per share, that Brainerd
International, Inc. is authorized to issue from 10,000,000 to 35,000,000
shares (the "Reincorporation"). Shareholders also adopted a proposal to
authorize a transfer of all of the operating assets of Brainerd International,
Inc. to Brainerd International Raceway, Inc., a wholly-owned subsidiary of
Brainerd International, Inc. The Registrant anticipates that the Merger and
Reincorporation transactions will be completed on or about December 31, 1995,
following receipt of approval for listing of shares on the NASDAQ Small Cap
Market.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits:
99 Press Release of Brainerd International Raceway
dated November 21, 1995 7
-4-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: December 5, 1995 BRAINERD INTERNATIONAL, INC.
By /s/ JEFFREY A. CHIMOVITZ
Jeffrey A. Chimovitz
Vice President, Secretary and
General Counsel
-5-
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT DOCUMENT NUMBERED PAGE
99 Press Release of Brainerd
International Raceway dated
November 21, 1995 7
-6-
EXHIBIT 99
BRAINERD INTERNATIONAL RACEWAY
Contacts: Richard Roe Jeffrey A. Chimovitz
Vice President The Colonel's, Inc.
Brainerd International, Inc. 313-438-4200
612-475-1500
SHAREHOLDERS APPROVE ACQUISITION
MINNEAPOLIS (Nov. 21, 1995) -- Brainerd International, Inc. announced today
the company's shareholders, at its annual meeting, approved the acquisition
of The Colonel's, Inc. in exchange for the issuance of 23,500,000 shares of
common stock of Brainerd International, Inc.
The shareholders approved the reincorporation under the laws of the
state of Michigan, which will result in a change of the corporation's name
to The Colonel's International, Inc. and the authorization of additional
shares of capital stock for the corporation.
The shareholders also approved the transfer of Brainerd International
Raceway to a separate wholly-owned subsidiary of the corporation, and the
election of directors for the corporation.
Donald J. Williamson and Ted Gans will serve as directors for a term
of three years. Gary Moore and J. Daniel Frisina were elected to serve as
directors for a term of two years and Richard L. Roe and Lisa Morrow were
elected to serve as directors for a term of one year.
The acquisition of The Colonel's, Inc. and the reincorporation of
Brainerd International, Inc. will be effective on Dec. 31, 1995 after the
filing of appropriate documentation with the states of Minnesota and
Michigan.
Brainerd International, Inc. owns and operates Brainerd International
Raceway, a multi-purpose motorsports facility located in Brainerd, Minn.
The Colonel's, Inc. is based in Milan, Mich. and is a leading supplier of
plastic replacement bumpers and accessories for the automotive aftermarket
industry.
-7-
