SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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
Donald J. Williamson ###-##-####
Patsy L. Williamson ###-##-####
_______________________________________________________________________________
2) Check the Appropriate Row if a Member of a Group (See Instructions)
(a) _____
(b) __X__
_______________________________________________________________________________
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 Donald J. Williamson 11,934,580
Shares Beneficially Patsy L. Williamson 11,632,500
Owned by ________________________________________________________
Each
Reporting (8) Shared Voting Power Donald J. Williamson 11,632,500
Person With Patsy L. Williamson 11,934,580
________________________________________________________
(9) Sole Dispositive
Power Donald J. Williamson 11,934,580
Patsy L. Williamson 11,632,500
________________________________________________________
(10) Shared Dispositive
Power Donald J. Williamson 11,632,500
Patsy L. Williamson 11,934,580
_______________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 23,567,080
_______________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares _____
_______________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11) 97.5%
_______________________________________________________________________________
14) Type of Reporting Person (See Instructions)
Donald J. Williamson IN
Patsy L. Williamson IN
_______________________________________________________________________________
ITEM 1. SECURITY AND ISSUER
This statement relates to the acquisition of 23,500,000 shares of 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
1. (a) Name: DONALD J. WILLIAMSON
(b) Business address: 620 South Platt Road, Milan, Michigan 48160
(c) Mr. Williamson is a principal shareholder, President, Chief
Executive Officer and director of the Company. The Company is a
holding company with two subsidiaries: The Colonel's, Inc. and
Brainerd International Raceway, Inc. The Colonel's, Inc.
manufactures and supplies plastic bumpers and related accessories
as replacement parts to the automotive aftermarket industry.
Brainerd International Raceway, Inc. operates the Brainerd
International Raceway, a multi-purpose motor sports facility
located in Brainerd, Minnesota. Mr. Williamson serves as
Chairman, Chief Executive Officer, Treasurer, Secretary and as a
director of The Colonel's, Inc. and as Chairman, Treasurer,
Secretary and as a director of Brainerd International Raceway,
Inc. Mr. Williamson is the husband of Patsy Williamson.
(d) Mr. Williamson has not been convicted in a criminal proceeding
during the previous five years.
(e) Mr. Williamson 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. Williamson is a citizen of the United States of America.
2. (a) Name: PATSY L. WILLIAMSON
(b) Business address: G-4315 Clio Road, Flint, Michigan 48504
(c) Mrs. Williamson is the owner and Chief Executive Officer of four
automobile dealerships: Blain Buick - GMC Truck, Inc. in Flint
Michigan; Williamson Chevrolet Cadillac Jeep Eagle, Inc. in Tawas
City, Michigan; Williamson Lincoln Mercury, Inc. in Flint,
Michigan; and Williamson Chrysler Plymouth Dodge, Inc. in Flint,
Michigan. Mrs. Williamson is also a principal shareholder of the
Company and is the wife of Donald J. Williamson.
(d) Mrs. Williamson has not been convicted in a criminal proceeding
during the previous five years.
(e) Mrs. Williamson 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) Mrs. Williamson is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Donald J. Williamson and Patsy L. Williamson were the sole
shareholders of The Colonel's, Inc. 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 11,867,500 shares of common stock to Donald J.
Williamson and issued 11,632,500 shares of common stock to Patsy L.
Williamson. Including 67,080 shares of the Company's common stock
previously owned by Mr. Williamson, the aggregate number of shares of the
Company's common stock owned by Mr. and Mrs. Williamson is 23,567,080.
ITEM 4. PURPOSE OF TRANSACTION
Mr. and Mrs. Williamson acquired 23,500,000 shares of the Company's
common stock as a result of the merger of The Colonel's, Inc. with a
wholly-owned subsidiary of The Colonel's International, Inc.
At some future time, the Williamsons may consider registering a
limited number of their shares for sale in order to increase the number of
the Company's shares in the public float. Other than such possible
registration, the Williamsons have no plans or proposals which may relate
or result in (but reserve the right to execute such plans or proposals in
order to prevent a hostile take-over attempt): (a) the acquisition by any
person of additional securities of the Company or the disposition of
securities of the Company; (b) an extraordinary corporation transaction,
such as a merger, reorganization, or liquidation, involving the Company or
its subsidiaries; (c) a sale or transfer of a material amount of assets of
the Company or any of its subsidiaries; (d) any change in the present
directors or management of the Company, including any plans or proposal to
change the 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 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 Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities
exchange or cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) causing a class of equity securities of the Company to become eligible
for termination of registration pursuant to section 12(g)(4) of the
Securities Exchange Act of 1934; or (j) any actions similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. and Mrs. Williamson beneficially own a total of 23,567,080 shares
of the Company's common stock. This represents 97.5 percent of the
outstanding common stock of the Company. Mr. and Mrs. Williamson hold 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. and Mrs. Williamson are not parties 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 on September 21,
1994, 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/ DONALD J. WILLIAMSON
Donald J. Williamson
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/ PATSY L. WILLIAMSON
Patsy L. Williamson
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)
Jeffrey Chimovitz, Esq.
The Colonel's, Inc.
P.O. Box 130
Milan, Michigan 48160
(800) 537-6355
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 12, 1994
(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
Donald J. Williamson
______________________________________________________________________________
______________________________________________________________________________
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 487,080
Shares Beneficially ____________________________________________________
Owned by
Each (8) Shared Voting Power 0
Reporting ____________________________________________________
Person With
(9) Sole Dispositive Power 487,080
____________________________________________________
(10) Shared Dispositive Power 0
______________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each
Reporting Person 487,080
______________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares _____
______________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11) 71.9%
______________________________________________________________________________
14) Type of Reporting Person (See Instructions) IN
______________________________________________________________________________
ITEM 1 SECURITIES AND ISSUER
This statement relates to the acquisition of 487,080 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: Donald J. Williamson
(b) Business address: 620 South Platt Road, Milan, Michigan 48160
(c) Mr. Williamson is a principal shareholder, executive officer and
director of The Colonel's Inc. of 620 South Platt Road, Milan,
Michigan 48160. The Colonel's, Inc., manufactures and supplies
plastic bumpers and related accessories as replacement parts to
the automotive aftermarket industry.
(d) Mr. Williamson has not been convicted in a criminal proceeding
during the previous five years.
(e) Mr. Williamson 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. Williamson is a citizen of the United States of America.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The 487,080 shares were acquired from two shareholders, Gene M. Snow
and James W. Littlejohn in exchange for a total price of $1,100,000.
Mr. Williamson used personal funds to fund the purchase.
ITEM 4 PURPOSE OF TRANSACTION
Mr. Williamson acquired the shares as an investment. Mr. Williamson
intends to have himself; his daughter, Lisa Morrow; Ted M. Gans; Daniel J.
Fresina and Gary Moore appointed to the Board of Directors of the Company
and for Mr. Williamson to be elected as the Chief Executive and Chief
Financial Officer of the Company.
Mr. Williamson intends for the Company to continue its business of
operating a motorsports facility located in Brainerd, Minnesota, with
Richard Roe continuing as manager of the facility. Mr. Williamson intends
for the common stock of the Company to continue to be eligible for trading
in the over-the-counter market.
Mr. Williamson further intends to have the respective boards of
directors of the Company and The Colonel's, Inc., consider a merger or
other consolidation of the two corporations. The terms of such a
transaction have not been determined. Mr. Williamson, together with his
wife, Patsy L. Williamson, own all of the outstanding shares of The
Colonel's, Inc., which is engaged in the business of manufacturing and
supplying plastic bumpers and accessories to the automotive replacement
parts industry.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
Prior to the acquisition of the 487,080 shares, Mr. Williamson did not
own shares of the Company. Mr. Williamson 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 purchase of the 487,080 shares was pursuant to a
Stock Purchase Agreement dated as of September 9, 1994. The agreement with
the sellers, Gene M. Snow and James W. Littlejohn, contained
representations by the sellers as to their ownership of the shares and
their lack of knowledge as to material adverse information concerning the
Company not contained in the Company's reports on Form 10-KSB for the
period ending on December 31, 1993, or on Form 10-QSB for the periods
ending on March 31 or June 30, 1994. The agreement also provided for the
sellers to resign as members of the Board of Directors of the Company and
to assist in the appointment to the Board of Directors of three designees
of Mr. Williamson.
In contemplation of the acquisition of the 487,080 shares,
Mr. Williamson obtained releases from several parties which had previously
negotiated with Mr. Snow and Mr. Littlejohn for the acquisition of their
shares of the Company's common stock. The releases provided that such
parties would have no claims against Mr. Williamson or The Colonel's, Inc.
in the event Mr. Williamson acquired the 487,080 shares. Mr. Williamson
agreed to pay to such parties an aggregate of $50,000 in the event the
acquisition of the shares was completed.
ITEM 7 MATERIALS TO BE FILED AS EXHIBITS
Filed as an Exhibit is the September 9, 1994,, Stock Purchase
Agreement among Mr. Williamson, Gene M. Snow and James W. Littlejohn.
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: September 20, 1994 /S/ DONALD J. WILLIAMSON
Donald J. Williamson
