SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
THE COLONEL'S INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK $0.01 PAR VALUE
(Title of Class of Securities)
195405 10 5
(CUSIP Number)
Jeffrey Chimovitz, Esq.
The Colonel's International, Inc.
620 South Platt Road
Milan, Michigan 48160
(313) 439-4200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 31, 1995
(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 [ ].
Check the following box if a fee is being paid with this statement [ ]
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.
__________________________________________________________________________
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
Charles Mott ###-##-####
____________________________________________________________________________
2) Check the Appropriate Row if a Member of a Group (See Instructions)
(a) ____
(b) ____
____________________________________________________________________________
3) SEC Use Only
____________________________________________________________________________
4) Source of Funds Not applicable
____________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) ____
____________________________________________________________________________
6) Citizenship or Place of Organization United States of America
____________________________________________________________________________
Number of (7) Sole Voting Power 420,000
Shares Beneficially ______________________________________________
Owned by
Each (8) Shared Voting Power 0
Reporting ______________________________________________
Person With
(9) Sole Dispositive Power 420,000
______________________________________________
(10) Shared Dispositive Power 0
____________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each
Reporting Person 420,000
____________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares _____
____________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11) 1.7%
____________________________________________________________________________
14) Type of Reporting Person (See Instructions) IN
____________________________________________________________________________
ITEM 1. SECURITY AND ISSUER
This statement relates to the $0.01 par value common stock of The
Colonel's International, Inc. (the "Company"), whose executive offices are
located at 620 South Platt Road, Milan, Michigan 48160.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Charles Mott
(b) Business address: G 9502 North Saginaw Road, Mt. Morris,
Michigan 48458
(c) Mr. Mott is an investor in and owner of several privately held
businesses primarily located in Flint, Michigan.
(d) Mr. Mott has not been convicted in a criminal proceeding during
the previous five years.
(e) Mr. Mott has not been a party in a civil or administrative
proceeding involving an alleged violation of any state or federal
securities laws during the previous five years.
(f) Mr. Mott is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No purchases of securities are being reported in this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Mott owns a total of 420,00 shares of the Company's common
stock.
(b) The shares owned by Mr. Mott represent 1.7 percent of the
outstanding shares of common stock of the Company.
(c) Not applicable.
(d) Not applicable.
(e) Mr. Mott ceased to be the beneficial owner of more than 5 percent
of the Company's shares of common stock on December 31, 1995. Effective
December 31, 1995, The Colonel's, Inc. merged with a wholly-owned
subsidiary of The Colonel's International, Inc. As consideration for the
merger, The Colonel's International, Inc. issued 23,500,000 shares of
common stock to shareholders of The Colonel's, Inc. Prior to the merger,
Mr. Mott's 420,000 shares of the Company's common stock represented
approximately 62 percent of the outstanding shares of common stock. As a
result of the issuance of additional shares of the Company's common stock
in connection with the merger, Mr. Mott's interest has been diluted to
approximately 1.7 percent of the Company's outstanding common stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Mr. Mott is not a party to any contracts, arrangements, understandings
or relationships (legal or otherwise) with respect to any securities of the
Company, including but not limited to transfer or voting of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
For the purpose of restatement, Schedule 13D, filed April 19, 1995, is
filed as Appendix A hereto.
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: January 9, 1996 /S/ CHARLES MOTT
Charles Mott
APPENDIX A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BRAINERD INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK $0.01 PAR VALUE
(Title of Class of Securities)
104882 20 4
(CUSIP Number)
Charles Mott, Esq.
G 9502 North Saginaw Road
Mt. Morris, Michigan 48458
( ) ____-____
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 6, 1995
(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 [ ].
Check the following box if a fee is being paid with this statement
[X].
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.
______________________________________________________________________________
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
Charles Mott
______________________________________________________________________________
______________________________________________________________________________
2) Check the Appropriate Row if a Member of a Group (See Instructions)
(a) _____
(b) _____
______________________________________________________________________________
3) SEC Use Only
______________________________________________________________________________
4) Source of Funds PF
______________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) ____
______________________________________________________________________________
6) Citizenship or Place of Organization United States of America
______________________________________________________________________________
Number of (7) Sole Voting Power 420,000
Shares Beneficially __________________________________________________
Owned by
Each (8) Shared Voting Power 0
Reporting __________________________________________________
Person With
(9) Sole Dispositive Power 420,000
__________________________________________________
(10) Shared Dispositive Power 0
______________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 420,000
______________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares _____
______________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11) 62%
______________________________________________________________________________
14) Type of Reporting Person (See Instructions) IN
______________________________________________________________________________
ITEM 1 SECURITIES AND ISSUER
This statement relates to the April 6, 1995, acquisition of 420,000
shares of the $0.01 par value common stock of Brainerd International, Inc.
(the "Company"), the address of the executive office of which is
17113 Minnetonka Boulevard, Suite 214, Minnetonka, Minnesota 55345.
ITEM 2 IDENTITY AND BACKGROUND
(a) Name: Charles Mott
(b) Business address: G 9502 North Saginaw Road, Mt. Morris,
Michigan 48458
(c) Mr. Mott is co-owner of a privately held retail business located
in Mt. Morris, Michigan.
(d) Mr. Mott has not been convicted in a criminal proceeding during
the previous five years.
(e) Mr. Mott has not been a party in a civil or administrative
proceeding involving an alleged violation of any state or
federal securities laws during the previous five years.
(f) Mr. Mott is a citizen of the United States of America.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The 420,000 shares were acquired from Donald J. Williamson and in
exchange for a $949,200 promissory note of Mr. Mott payable with interest
at an annual rate of 7% in monthly installments of $11,021.02.
ITEM 4 PURPOSE OF TRANSACTION
In September 1994, Mr. Williamson acquired 487,080 shares or
approximately 71.9% of the Company's outstanding shares and Mr. Williamson
became an officer and director of the Company. In February 1995,
Mr. Williamson proposed to have the Company consolidate with The Colonel's,
Inc., a manufacturer and supplier of replacement automotive bumpers and
accessories which is wholly owned by Mr. Williamson and his wife. In March
1995, it was determined that Mr. Williamson's status as a principal
shareholder, officer and director of the Company, would, under the laws
applicable to the Company, prohibit the consolidation until September 1998.
On April 6, 1995, Mr. Williamson resigned as an officer and director of the
Company and sold 420,000 of his shares to Mr. Mott stating that it was his
intention to propose the consolidation of the Company and the Colonel's,
Inc., promptly following the completion of the sale. Mr. Mott's purchase
of the shares is an investment. Mr. Mott has no present intention to seek
to change the existing management of the Company.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
Prior to the acquisition of the 420,000 shares, Mr. Mott did not own
shares of the Company. Mr. Mott holds the sole power to vote and dispose
of the shares acquired.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Mr. Williamson's sale of the 420,000 share to Mr. Mott was pursuant to
a Stock Purchase Agreement dated April 6, 1995. The agreement contained
representations and warranties by Mr. Williamson with respect to ownership
of the shares and by Mr. Mott with respect to receipt of information
concerning the Company including receipt of a draft registration statement
concerning the consolidation of the Company and the Colonel's, Inc.
Payment for the shares is to be made pursuant to the promissory note of
Mr. Mott dated April 6, 1995, which note contemplates monthly payments of
$11,021.02 which includes interest on the $949,200 principal sum at an
annual rate of 7%.
ITEM 7 MATERIALS TO BE FILED AS EXHIBITS
Filed as an Exhibit is the April 6, 1995, Stock Purchase Agreement
between Mr. Mott and Mr. Williamson.
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: April 11, 1995 /S/ CHARLES MOTT
Charles Mott
