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): December 29, 1995
THE COLONEL'S INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
MICHIGAN 2-98277C 38-3262264
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification
Number)
620 SOUTH PLATT ROAD
MILAN, MICHIGAN 48160
(Address of principal executive offices) (Zip Code)
(313) 439-4200
(Registrant's telephone number, including area code)
BRAINERD INTERNATIONAL, INC.
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Effective December 31, 1995, Brainerd International, Inc. merged
with and into The Colonel's International, Inc., with The Colonel's
International, Inc. as the surviving corporation (the "Brainerd Merger").
The 677,830 shares of Brainerd International, Inc. common stock outstanding
before the Brainerd Merger remained outstanding as 677,830 shares of common
stock of The Colonel's International, Inc. following the Brainerd Merger.
Additionally, effective December 31, 1995, Brainerd Merger Corporation, a
wholly owned subsidiary of The Colonel's International, Inc., merged with
and into The Colonel's, Inc. ("The Colonel's Merger"). As consideration
for The Colonel's Merger, The Colonel's International, Inc. issued
23,500,000 shares of common stock to shareholders of The Colonel's, Inc.
The shareholders of The Colonel's, Inc. were Donald J. Williamson and Patsy
Williamson. Prior to The Colonel's Merger, Mr. Williamson owned 67,080
shares of Brainerd International, Inc. common stock, representing 9.9% of
Brainerd's outstanding stock. Following The Colonel's Merger, Mr. and Mrs.
Williamson beneficially own 23,567,080 shares of The Colonel's
International, Inc. common stock representing 97.5% of it's outstanding
stock.
The merger transactions were previously reported and 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective December 31, 1995, Brainerd International, Inc. merged
with and into The Colonel's International, Inc. and Brainerd Merger
Corporation merged with and into The Colonel's, Inc., as set forth in Item
1. Immediately prior to the mergers, Donald J. Williamson owned 67,080
shares of Brainerd International, Inc. common stock. The merger
transactions and the nature of any material relationship between Donald J.
Williamson and the Registrant and its directors or officers were previously
reported and described 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.
On December 29, 1995, The Colonel's International, Inc. announced
that shares of its common stock had been approved for trading on the
National Association of Securities Dealers Automated Quotation System
("Nasdaq") SmallCap Market. Trading on the Nasdaq SmallCap Market
commenced on January 2, 1996. Common stock of The Colonel's International,
Inc. is traded under the symbol "COLO".
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired: To be filed by
amendment.
(b) Pro Forma Financial Information: To be filed by amendment.
(c) Exhibits:
99 Press Release of The Colonel's International, Inc.
dated December 29, 1995.
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 hereunto duly authorized.
THE COLONEL'S
INTERNATIONAL, INC.
Date: January 12, 1996 By: /S/ JEFFREY A. CHIMOVITZ
Jeffrey A. Chimovitz
Vice President, General Counsel
and Secretary
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT DOCUMENT NUMBERED PAGE
99 Press Release of The Colonel's International,
Inc. dated December 29, 1995. 5