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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-K/A
(AMENDMENT NO. 1)
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission File Number: 2-98277C
THE COLONEL'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3262264
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
620 SOUTH PLATT ROAD, MILAN, MICHIGAN 48160
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (313) 439-4200
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 Par Value
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes __X__ No ______
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. __X__
Number of shares outstanding of the registrant's Common Stock, $0.01 par
value (excluding shares of treasury stock) as of March 25, 1996: 24,177,830
The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant based on the closing price on the Nasdaq
SmallCap Market on March 14, 1996: $3,803,469
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This Form 10-K/A (Amendment No. 1) is filed for the purpose of
correcting financial information in Item 6 of the registrant's Form 10-K as
previously filed.
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data shown below for the Company for each of
the five years in the period ended December 31, 1995, has been derived from
consolidated financial statements of the Company, which have been audited
by the Company's independent auditors, Deloitte & Touche LLP. The
following data should be read in conjunction with the consolidated
financial statements and related notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included in
this Form 10-K.
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
OPERATIONS<F2>:
Operating revenues $28,503,726 $28,492,013 $25,174,656 $25,835,683 $27,013,430
Net Income (loss) from
continuing operations 4,970,770 2,401,905 (541,052) 3,716,198 7,116,632
Net Income 1,862,474 10,887,714 7,762,206 2,145,098 7,137,838
Pro forma earnings
per share <F1> $ 0.11
FINANCIAL CONDITION:
Current Assets $11,483,401 14,568,084 12,455,926 6,155,065 10,101,940
Current Liabilities 15,026,023 16,051,178 22,838,895 9,411,218 9,881,130
Total Assets 38,243,986 31,529,883 29,349,917 21,556,349 28,204,903
Long term obligations 6,064,705 1,366,615 131,679 5,129,296 6,952,516
______________________
<FN>
<F1> The pro forma earnings per share has been derived from the income
statement of The Colonel's International, Inc. for the year ended December
31, 1995, adjusted to give effect to the change in tax status of The
Colonel's, Inc. as if such change had occurred at the beginning of the
period.
<F2> The merger pursuant to which The Colonel's, Inc. became a subsidiary
of The Colonel's International, Inc. was effective December 31, 1995.
Therefore, the selected financial data reflect only the results of
operations of The Colonel's, Inc. the accounting acquiror. Refer to "Note
3 - Business Combination" in the Notes to the Financial Statements for
proforma results of operations as if The Colonel's International, Inc. and
The Colonel's, Inc. had been combined for 1995.
</FN>
</TABLE>
-2-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
THE COLONEL'S INTERNATIONAL, INC.
Dated: May 14, 1996 By: */S/ JEFFREY A. CHIMOVITZ
Jeffrey A. Chimovitz
Vice President, Secretary and General
Counsel
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
*/S/DONALD J. WILLIAMSON President, Chief Executive March 28, 1996
Donald J. Williamson Officer, and Director
(Principal Executive Officer)
*/S/RICHARD SCHOENFELDT Vice President-Finance, and March 28, 1996
Richard Schoenfeldt Chief Financial Officer
(Principal Financial and
Accounting Officer)
*/S/LISA K. ALEXANDER Treasurer and Director March 28, 1996
Lisa K. Alexander
______________________ Director
Richard L. Roe
*/S/J. DANIEL FRISINA Director March 28, 1996
J. Daniel Frisina
*/S/TED M. GANS Director March 28, 1996
Ted M. Gans
*/S/GARY MOORE Director March 28, 1996
Gary Moore
*By /S/ JEFFREY A. CHIMOVITZ
Jeffrey A. Chimovitz
Attorney-in-fact
