COLONELS INTERNATIONAL INC
4, 1996-07-10
MOTOR VEHICLE PARTS & ACCESSORIES
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<TABLE>
 FORM 4                                  U.S. SECURITIES AND EXCHANGE COMMISSION                             OMB APPROVAL
[ ] CHECK THIS BOX IF NO LONGER                  WASHINGTON, D.C. 20549                             OMB Number           3235-0287
    SUBJECT TO SECTION 16. FORM                                                                     Expires:      February 1, 1994
    4 OR FORM 5 OBLIGATIONS           STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP                  Estimated average burden
    MAY CONTINUE. SEE INSTRUC-                                                                      hours per response . . . . 0.5
    TION 1(B).
<CAPTION>
        Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
                    Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
<S>                                        <C>                                      <C>
1. Name and Address of Reporting Person     2. Issuer Name and Ticker or Trading     5. If Amendment, Date of Original
                                               Symbol                                   (Month/Year)
                                               THE COLONEL'S INTERNATIONAL, INC.
                                               ("COLO")
   WILLIAMSON   DONALD            J.
   (Last)       (First)        (Middle)     3. IRS or Social Security Number of      6. Relationship of Reporting Person to Issuer
                                               Reporting Person (Voluntary)                      (Check all applicable)

   3425 PARKSIDE DRIVE                                                                   [X] Director           [X] 10% Owner
               (Street)                                                                  [X] Officer (give     ____ Other (specify
                                            4. Statement for Month/Year                               title                below)
                                                                                                      below)
   FLINT       MICHIGAN           48503                6/96
   (City)       (State)           (Zip)                                                             PRESIDENT AND CEO
</TABLE>
<TABLE>
                            TABLE I - NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
<CAPTION>
1. Title of Security        2. Transaction Date    3. Transaction Code        4. Securities Acquired (A) or Disposed of (D)
   (Instr. 3)                  (Month/Day/Year)       (Instr. 8)                 (Instr. 3, 4 and 5)
                                                       Code        V                Amount        (A) or (D)        Price
<S>                        <C>                    <C>                               <C>               <C>          <C>
 Common Stock                      6/24/96              P                            1000              A            $7.50
                                   6/25/96              P                            1000              A            $8.00
                                   6/26/96              P                            1000              A            $8.00


5. Amount of Securities     6. Ownership Form:     7. Nature of Indirect
   Beneficially Owned          Direct (D) or          Beneficial Ownership
   at End of Month             Indirect (I)           (Instr. 4)
   (Instr. 3 and 4)            (Instr. 4)



     11,934,580                    D
     11,635,500                    I                    See below
<FN>
   Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
                                                              (Print or Type Responses)
</FN>
</TABLE>
FORM 4 (CONTINUED)
<TABLE>
                     TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
                           (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
<CAPTION>
1. Title of Derivative Security     2. Conversion or     3. Transaction     4. Transaction Code    5. Number of Derivative
   (Instr. 3)                          Exercise Price       Date (Month/       (Instr. 8)             Securities Acquired (A)
                                       of Derivative        Day/Year)                                 or Disposed of (D)
                                       Security                                                       (Instr. 3, 4 and 5)
                                                                                Code       V              (A)         (D)
<S>                                <C>                  <C>                <C>                    <C>







</TABLE>
<TABLE>
<CAPTION>
6. Date Exercisable and        7. Title and Amount of       8. Price of      9. Number of      10. Ownership        11. Nature of
   Expiration Date                Underlying Securities        Derivative       Derivative         Form of              Indirect
   (Month/Day/Year)               (Instr. 3 and 4)             Security         Securities         Derivative           Beneficial
                                             Amount or         (Instr. 5)       Beneficially       Security:            Ownership
    Date        Expiration                   Number of                          Owned at End       Direct (D)           (Instr. 4)
 Exercisable       Date           Title       Shares                            of Month           or Indirect
                                                                                (Instr. 4)         (I) (Instr. 4)
<S>                           <C>                          <C>              <C>               <C>                  <C>







<FN>
Explanation of Responses:  The purchases reported on this Form 4 were made by Blain Buick-GMC Truck, Inc. ("Blain"), a
corporation wholly owned by the Reporting Person's wife.  At the end of June 1996, the Reporting Person directly owned
11,934,580 shares of Common Stock and indirectly owned 11,635,500 shares.  Of the indirectly owned Common Stock, 11,632,500
shares are owned by the Reporting Person's wife and 3,000 are owned by Blain.



                                                                             /S/ DONALD J. WILLIAMSON             JULY 10, 1996
**Intentional misstatements or omissions of facts constitute Federal         **Signature of Reporting Person           Date
  Criminal Violations.  SEE 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.  If space provided is insufficient,
      SEE Instruction 6 for procedure.
</FN>
</TABLE>


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