Page | (sequential) | | | | (alphabetic) | Top |
---|
| | |
- Alternative Formats (Word, et al.)
- Accounting and Tax Treatment
- Advisory Directors
- Affiliated Transactions Involving Brainerd and The Colonel's
- Amendment
- Amendments
- Anti-Takeover Legislation
- Arkansas
- Article I
- Article Ii
- Article Iii
- Article Iv
- Article Ix
- Article V
- Article Vi
- Article Vii
- Article Viii
- Article X
- Article Xi
- Attempted Development of Genoa City Racing Facility
- Available Information
- Background of The Colonel's
- Background of the Merger
- Basis and Methodology of Determining Exchange Ratio
- (b) Classification
- Blain
- Brainerd
- Brainerd and The Colonel's Pro Forma Combined Selected Financial Data (Unaudited)
- Brainerd and The Colonel's Pro Forma Condensed Combined Balance Sheet (Unaudited)
- Brainerd and The Colonel's Pro Forma Condensed Combined Statement of Income (Unaudited)
- Brainerd's Reasons for the Merger
- Business of Brainerd
- Business of the Colonel's
- Certain Relationships and Related Transactions
- Certain Transactions
- Certificates of Stock
- Change in Control
- Change in Control and Possible Acquisition of The Colonel's, Inc
- Changes in Capitalization
- (c) Nominations of Director Candidates
- Colonel's Reasons for the Merger, The
- Colonel's, The
- Committees of Directors
- Common Stock
- Companies, The
- Comparison of Governing Instruments of The Colonel's Holdings and Brainerd and Corporation Laws of Minnesota and Michigan
- Comparisons of Income, Dividends and Book Value Per Share
- Compensation Pursuant to Plans
- Competition
- Compliance with Section 16(a) of the Exchange Act
- Conditions to the Merger
- Conditions to the Merger; Waiver and Amendment
- Conduct of Business Prior to the Merger
- Control Share Acquisition
- Current assets
- Current liabilities
- Description of Capital Stock of Brainerd
- Director Compensation
- Directors
- Directors and Executive Officers
- Dissenters' Rights
- Distribution and Sales
- Dividend Policy
- Effective Time
- Employees
- Environmental Matters
- Environmental Remediation
- (e) Removal
- Exchange of Stock Certificates
- Executive Compensation
- Expenses
- Financial Adviser Analysis
- Foreign Industrial Design Protection Laws
- General
- General Operations
- General Provisions
- Government Regulations
- History
- Indemnification
- Independent Auditors' Report
- Interest of Certain Persons in the Merger
- Interests of Mr. Williamson
- Introduction
- Legal Opinion
- Legal Proceedings
- Liability Insurance
- Liquidity and Capital Resources
- Long-term obligations
- Major Fire Loss and Insurance Claim
- Management and Principal Shareholders
- Management of Brainerd
- Management of The Colonel's
- Management's Discussion and Analysis of Financial Condition and Results of Operations of Brainerd
- Management's Discussion and Analysis of Financial Condition and Results of Operations of the Colonel's
- Manufacturing
- Market Prices and Related Matters
- Material Federal Income Tax Consequences
- Material Federal Tax Consequences
- Meetings of Shareholders
- Meeting, The
- Merger Agreement, The
- Merger, The
- New Plan Benefits 1995 Long-Term Incentive Plan
- Nomination of Directors
- Notes to Financial Statements
- Officers
- Offices
- Operations
- Opinion of Brainerd's Financial Adviser
- Organization of the Board
- Other Matters
- Overview
- Personnel
- Plant Fire and Insurance Settlement; Properties
- Possible Addition of Industrial Design Provisions to General Agreement on Tariffs and Trade
- Possible Detriments of The Merger
- Possible Federal Industrial Design Legislation
- Possible Industrial Design Claims and Litigation
- Possible Negative Considerations
- Preferred Stock
- Principal Features of Reincorporation
- Principal Shareholders of Brainerd
- Principal Shareholders of The Colonel's
- Procedure to Preserve Dissenters' Rights
- Products
- Projected Future Financial Condition and Operations
- Promotion and Ticket Sales
- Properties
- Proposal I: Adoption of the Merger Agreement
- Proposal Iii: Transfer of Brainerd International Raceway to A Wholly Owned Subsidiary of Brainerd
- Proposal Ii: Reincorporation of Brainerd
- Proposal Iv: Approval of the 1995 Long-Term Incentive Plan
- Proposal Vi: Confirmation of Appointment of Auditors
- Proxy Statement
- Reasons for and Effects of the Merger, Recommendations
- Reasons for Transfer of Raceway Assets and Obligations
- Regulatory Requirements
- Related Party Transactions Involving The Colonel's
- Reports to Shareholders
- Resales
- Restricted Stock
- Results of Operations
- Rights of Dissenting Shareholders
- Risk Factors
- Risks Associated with Brainerd's Existing Operations
- Risks Associated with the Acquisition of The Colonel's
- Sanctioning Organizations
- Seasonal Business/Weather
- Section 10. Action Without a Meeting
- Section 10. Other Officers
- Section 10. Savings Clause
- Section 10. Voting Rights
- Section 11. Chairman and Secretary of the Meetings
- Section 11. Definitions
- Section 11. Meeting by Telephone or Similar Equipment
- Section 12. Conduct of Meetings
- Section 12. Construction
- Section 12. Written Notice
- Section 13. Inspectors of Election
- Section 13. Waiver of Notice
- Section 14. Shareholder Action Without Meeting
- Section 1. (a) Central Staff
- Section 1. Dividends
- Section 1. Executive Committee
- Section 1. Form
- Section 1. Indemnification in Action by Third Party
- Section 1. Invitations to Non-Directors to Attend Meetings of Board of Directors
- Section 1. Registered Office and Registered Agent
- Section 1. Subsidiaries
- Section 1. Times and Places of Meetings
- Section 2. Annual Meetings
- Section 2. Audit Committee
- Section 2. Chairman of the Board
- Section 2. Designation of Persons as Advisory Directors
- Section 2. Facsimile Signature
- Section 2. Indemnification in Action by or in Right of the Corporation
- Section 2. Other Offices
- Section 2. Powers
- Section 2. Reserves
- Section 2. Subsidiary Officers Not Executive Officers
- Section 3. Checks
- Section 3. Compensation of Directors
- Section 3. Expenses
- Section 3. Lost Certificates
- Section 3. Notice of Annual Meeting
- Section 3. Organization/Compensation Committee
- Section 3. President
- Section 3. Role of Advisory Directors
- Section 4. Authorization of Indemnification
- Section 4. Business Conducted at Annual Meetings
- Section 4. Chief Executive Officer
- Section 4. Fiscal Year
- Section 4. Limitation of Liability of Advisory Directors
- Section 4. Nominating Committee
- Section 4. Places of Meetings
- Section 4. Transfers of Stock
- Section 5. Advances
- Section 5. Chief Operating Officer
- Section 5. Compensation
- Section 5. Finance Committee
- Section 5. Fixing of Record Date by Board
- Section 5. Seal
- Section 5. Shareholder List
- Section 6. Other Committees
- Section 6. Other Indemnification Agreements
- Section 6. Provision for Record Date in the Absence of Board Action
- Section 6. Regular Meetings
- Section 6. Special Meetings
- Section 6. Termination of Status as Advisory Director
- Section 6. Vice Presidents
- Section 6. Written Waiver of Notice
- Section 7. Adjournments
- Section 7. Committee Meetings
- Section 7. Insurance
- Section 7. Notice of Special Meetings
- Section 7. Secretary
- Section 7. Special Meetings
- Section 8. Constituent Corporation
- Section 8. Purpose Need Not be Stated
- Section 8. Quorum
- Section 8. Registered Shareholders
- Section 8. Treasurer
- Section 9. Assistant Secretary and Assistant Treasurer
- Section 9. Partial Indemnification
- Section 9. Quorum
- Section 9. Vote Required
- Selected Financial Data of Brainerd
- Selected Financial Data of the Colonel's
- Shareholder Proposals
- Shareholder Vote Required for Confirmation of Auditors
- Shareholder Vote Required to Approve the Proposal
- Shareholder Vote Required to Elect Directors
- Six Month Information
- Sources of Revenue
- Stock Purchase Agreement Between Mr. Williamson and Mr. Mott
- Subsidiaries
- Summary
- Table of Contents
- Termination
- The Colonel's
- The Colonel's Reasons for the Merger
- The Companies
- The Meeting
- The Merger
- The Merger Agreement
- Transfer Agent
- Transfer of Raceway Assets and Obligations
- Unaudited Pro Forma Combined Selected Financial Data and Condensed Financial Information
- Valuation Techniques Used by Financial Adviser
- Voting and Proxies
|
1 | 1st Page - Filing Submission
|
" | Proxy Statement
|
" | Table of Contents
|
" | Available Information
|
" | Summary
|
" | Rights of Dissenting Shareholders
|
" | Selected Financial Data of Brainerd
|
" | Management's Discussion and Analysis of Financial Condition and Results of Operations of Brainerd
|
" | Business of the Colonel's
|
" | Market Prices and Related Matters
|
" | Management and Principal Shareholders
|
" | Proposal Ii: Reincorporation of Brainerd
|
" | Proposal Iii: Transfer of Brainerd International Raceway to A Wholly Owned Subsidiary of Brainerd
|
" | Proposal Iv: Approval of the 1995 Long-Term Incentive Plan
|
" | New Plan Benefits 1995 Long-Term Incentive Plan
|
" | Proposal Vi: Confirmation of Appointment of Auditors
|
" | Legal Opinion
|
" | Shareholder Proposals
|
" | Other Matters
|
" | The Companies
|
" | The Colonel's
|
" | The Meeting
|
" | The Merger
|
" | Effective Time
|
" | Conditions to the Merger
|
" | Reasons for and Effects of the Merger, Recommendations
|
" | Interest of Certain Persons in the Merger
|
" | Affiliated Transactions Involving Brainerd and The Colonel's
|
" | Dissenters' Rights
|
" | Possible Detriments of The Merger
|
" | Regulatory Requirements
|
" | Comparisons of Income, Dividends and Book Value Per Share
|
" | Introduction
|
" | General
|
" | Voting and Proxies
|
" | Brainerd
|
" | Risk Factors
|
" | Risks Associated with Brainerd's Existing Operations
|
" | Seasonal Business/Weather
|
" | Dividend Policy
|
" | Risks Associated with the Acquisition of The Colonel's
|
" | Proposal I: Adoption of the Merger Agreement
|
" | Background of the Merger
|
" | Brainerd's Reasons for the Merger
|
" | Opinion of Brainerd's Financial Adviser
|
" | Financial Adviser Analysis
|
" | Valuation Techniques Used by Financial Adviser
|
" | The Colonel's Reasons for the Merger
|
" | Basis and Methodology of Determining Exchange Ratio
|
" | Stock Purchase Agreement Between Mr. Williamson and Mr. Mott
|
" | Shareholder Vote Required to Approve the Proposal
|
" | Material Federal Income Tax Consequences
|
" | The Merger Agreement
|
" | Exchange of Stock Certificates
|
" | Conditions to the Merger; Waiver and Amendment
|
" | Termination
|
" | Conduct of Business Prior to the Merger
|
" | Accounting and Tax Treatment
|
" | Resales
|
" | Expenses
|
" | Procedure to Preserve Dissenters' Rights
|
" | Overview
|
" | Projected Future Financial Condition and Operations
|
" | Results of Operations
|
" | Six Month Information
|
" | Business of Brainerd
|
" | History
|
" | General Operations
|
" | Sources of Revenue
|
" | Sanctioning Organizations
|
" | Promotion and Ticket Sales
|
" | Competition
|
" | Government Regulations
|
" | Liability Insurance
|
" | Personnel
|
" | Attempted Development of Genoa City Racing Facility
|
" | Change in Control and Possible Acquisition of The Colonel's, Inc
|
" | Properties
|
" | Selected Financial Data of the Colonel's
|
" | Management's Discussion and Analysis of Financial Condition and Results of Operations of the Colonel's
|
" | Background of The Colonel's
|
" | Major Fire Loss and Insurance Claim
|
" | Operations
|
" | Liquidity and Capital Resources
|
" | Environmental Matters
|
" | Products
|
" | Manufacturing
|
" | Distribution and Sales
|
" | Plant Fire and Insurance Settlement; Properties
|
" | Possible Industrial Design Claims and Litigation
|
" | Possible Federal Industrial Design Legislation
|
" | Foreign Industrial Design Protection Laws
|
" | Possible Addition of Industrial Design Provisions to General Agreement on Tariffs and Trade
|
" | Employees
|
" | Legal Proceedings
|
" | Environmental Remediation
|
" | Unaudited Pro Forma Combined Selected Financial Data and Condensed Financial Information
|
" | Brainerd and The Colonel's Pro Forma Combined Selected Financial Data (Unaudited)
|
" | Brainerd and The Colonel's Pro Forma Condensed Combined Balance Sheet (Unaudited)
|
" | Current liabilities
|
" | Brainerd and The Colonel's Pro Forma Condensed Combined Statement of Income (Unaudited)
|
" | Description of Capital Stock of Brainerd
|
" | Common Stock
|
" | Preferred Stock
|
" | Transfer Agent
|
" | Reports to Shareholders
|
" | Principal Shareholders of Brainerd
|
" | Principal Shareholders of The Colonel's
|
" | Management of Brainerd
|
" | Management of The Colonel's
|
" | Certain Transactions
|
" | Interests of Mr. Williamson
|
" | Related Party Transactions Involving The Colonel's
|
" | Principal Features of Reincorporation
|
" | Possible Negative Considerations
|
" | Comparison of Governing Instruments of The Colonel's Holdings and Brainerd and Corporation Laws of Minnesota and Michigan
|
" | Anti-Takeover Legislation
|
" | Control Share Acquisition
|
" | Nomination of Directors
|
" | Changes in Capitalization
|
" | Material Federal Tax Consequences
|
" | Amendment
|
" | Transfer of Raceway Assets and Obligations
|
" | Reasons for Transfer of Raceway Assets and Obligations
|
" | Shareholder Vote Required to Elect Directors
|
" | Directors and Executive Officers
|
" | Organization of the Board
|
" | Director Compensation
|
" | Executive Compensation
|
" | Compensation Pursuant to Plans
|
" | Certain Relationships and Related Transactions
|
" | Compliance with Section 16(a) of the Exchange Act
|
" | Shareholder Vote Required for Confirmation of Auditors
|
" | Current assets
|
" | Long-term obligations
|
" | Independent Auditors' Report
|
" | Notes to Financial Statements
|
" | Arkansas
|
" | Blain
|
" | Article I
|
" | Article Ii
|
" | Article Iii
|
" | Article Iv
|
" | Article V
|
" | Article Vi
|
" | Article Viii
|
" | Article Ix
|
" | Article X
|
" | Article Xi
|
" | Section 1. Executive Committee
|
" | Section 1. (a) Central Staff
|
" | Section 1. Dividends
|
" | Offices
|
" | Section 1. Registered Office and Registered Agent
|
" | Section 2. Other Offices
|
" | Meetings of Shareholders
|
" | Section 1. Times and Places of Meetings
|
" | Section 2. Annual Meetings
|
" | Section 3. Notice of Annual Meeting
|
" | Section 4. Business Conducted at Annual Meetings
|
" | Section 5. Shareholder List
|
" | Section 6. Special Meetings
|
" | Section 7. Notice of Special Meetings
|
" | Section 8. Quorum
|
" | Section 9. Vote Required
|
" | Section 10. Voting Rights
|
" | Section 11. Chairman and Secretary of the Meetings
|
" | Section 12. Conduct of Meetings
|
" | Section 13. Inspectors of Election
|
" | Section 14. Shareholder Action Without Meeting
|
" | Directors
|
" | (b) Classification
|
" | (c) Nominations of Director Candidates
|
" | (e) Removal
|
" | Section 2. Powers
|
" | Section 3. Compensation of Directors
|
" | Section 4. Places of Meetings
|
" | Section 6. Regular Meetings
|
" | Section 7. Special Meetings
|
" | Section 8. Purpose Need Not be Stated
|
" | Section 9. Quorum
|
" | Section 10. Action Without a Meeting
|
" | Section 11. Meeting by Telephone or Similar Equipment
|
" | Section 12. Written Notice
|
" | Section 13. Waiver of Notice
|
" | Committees of Directors
|
" | Section 2. Audit Committee
|
" | Section 3. Organization/Compensation Committee
|
" | Section 4. Nominating Committee
|
" | Section 5. Finance Committee
|
" | Section 6. Other Committees
|
" | Section 7. Committee Meetings
|
" | Advisory Directors
|
" | Section 1. Invitations to Non-Directors to Attend Meetings of Board of Directors
|
" | Section 2. Designation of Persons as Advisory Directors
|
" | Section 3. Role of Advisory Directors
|
" | Section 4. Limitation of Liability of Advisory Directors
|
" | Section 5. Compensation
|
" | Section 6. Termination of Status as Advisory Director
|
" | Officers
|
" | Section 2. Chairman of the Board
|
" | Section 3. President
|
" | Section 4. Chief Executive Officer
|
" | Section 5. Chief Operating Officer
|
" | Section 6. Vice Presidents
|
" | Section 7. Secretary
|
" | Section 8. Treasurer
|
" | Section 9. Assistant Secretary and Assistant Treasurer
|
" | Section 10. Other Officers
|
" | Article Vii
|
" | Indemnification
|
" | Section 1. Indemnification in Action by Third Party
|
" | Section 2. Indemnification in Action by or in Right of the Corporation
|
" | Section 3. Expenses
|
" | Section 4. Authorization of Indemnification
|
" | Section 5. Advances
|
" | Section 6. Other Indemnification Agreements
|
" | Section 7. Insurance
|
" | Section 8. Constituent Corporation
|
" | Section 9. Partial Indemnification
|
" | Section 10. Savings Clause
|
" | Section 11. Definitions
|
" | Section 12. Construction
|
" | Subsidiaries
|
" | Section 1. Subsidiaries
|
" | Section 2. Subsidiary Officers Not Executive Officers
|
" | Certificates of Stock
|
" | Section 1. Form
|
" | Section 2. Facsimile Signature
|
" | Section 3. Lost Certificates
|
" | Section 4. Transfers of Stock
|
" | Section 5. Fixing of Record Date by Board
|
" | Section 6. Provision for Record Date in the Absence of Board Action
|
" | Section 7. Adjournments
|
" | Section 8. Registered Shareholders
|
" | General Provisions
|
" | Section 2. Reserves
|
" | Section 3. Checks
|
" | Section 4. Fiscal Year
|
" | Section 5. Seal
|
" | Section 6. Written Waiver of Notice
|
" | Amendments
|
" | Restricted Stock
|
" | Change in Control
|