CUSIP No. 612071 10 0 (Page 1 of 5 Pages)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Montana Mills Bread Co., Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
612071 10 0
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(CUSIP Number)
Eugene O'Donovan
2171 Monroe Avenue, Suite 205A
Rochester, New York 14618
(585) 242-7540
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 27, 2002
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
CUSIP No. 612071 10 0 (Page 2 of 5 Pages)
13D
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1 NAMES OF REPORTING PERSON(S): Eugene O'Donovan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(S):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
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NUMBER OF 7 SOLE VOTING POWER: 2,580,348
SHARES
BENEFICIALLY --------------------------------------------------------------------------------------------------
OWNED BY EACH
REPORTING 8 SHARED VOTING POWER: 0
PERSON WITH
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9 SOLE DISPOSITIVE POWER: 2,580,348
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10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,189,374
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 53.5%
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14 TYPE OF REPORTING PERSON: IN
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CUSIP No. 612071 10 0 (Page 3 of 5 Pages)
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock of Montana Mills Bread
Co., Inc. (the "Issuer"), whose principal executive office is located
at 2171 Monroe Avenue, Suite 205A, Rochester, New York 14618.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Eugene O'Donovan is the Reporting Person ("Mr. O'Donovan").
(b) Mr. O'Donovan's business address is 2171 Monroe Avenue, Suite 205A,
Rochester, New York 14618.
(c) Mr. O'Donovan is a director, officer and shareholder of the Issuer,
with which he has been employed since 1996. The principal business of the
Issuer is making and selling bread, bakery items and related products.
(d) During the last five years, Mr. O'Donovan has not been convicted in a
criminal proceeding.
(e) During the last five years, Mr. O'Donovan has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgement, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to
such laws.
(f) Mr. O'Donovan is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The consideration for the Issuer's Common Stock held by Mr. O'Donovan was
cash.
ITEM 4. PURPOSE OF TRANSACTION.
The above securities were acquired for investment purposes only. Mr.
O'Donovan has no plans or proposals which relate to or would result in: (a)
the acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (d) any change
in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or 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 Issuer; (f) any other material
change in the Issuer's business or corporate structure; (g) any changes in
the Issuer's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12 (g) (4) of
the Exchange Act; or (j) any action similar to any of those enumerated
above.
CUSIP No. 612071 10 0 (Page 4 of 5 Pages)
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. O'Donovan beneficially owns 4,189,374 (53.5%) shares of the
Issuer's Common Stock, which number includes (i) 240,000 shares of
Common Stock held by the Eugene O'Donovan Grantor Retained Annuity
Trust under Agreement dated May 23, 2002, for which Mr. O'Donovan's
spouse, Susan O'Donovan, is the sole trustee, (ii) 240,000 shares of
Common Stock held by the Susan O'Donovan Grantor Retained Annuity
Trust under Agreement dated May 23, 2002, for which Mr. O'Donovan is
the sole trustee, and (iii) 1,369,026 shares of the Issuer's Common
Stock held by Susan O'Donovan. Mr. O'Donovan disclaims beneficial
ownership of the shares owned by Susan O'Donovan and the shares held
by the Eugene O'Donovan Grantor Retained Annuity Trust.
(b) Except for shares of the Issuer's Common Stock held by Susan
O'Donovan, and shares of the Issuer's Common Stock held by the Eugene
O'Donovan Grantor Retained Annuity Trust under Agreement dated May 23,
2002, for which Susan O'Donovan is the sole trustee, no person other
than Mr. O'Donovan, with respect to the shares of the Issuer's Common
Stock which he owns of record, has the sole power to vote or to direct
the vote, shared power to vote or direct the vote, or sole or shared
power to dispose or direct the disposition of such securities.
(c) Transactions by Mr. O'Donovan in shares of the Issuer's Common Stock
that were effected during the past 60 days are summarized below.
Date of Type of Amount of Price Per
Transaction Transaction Securities Share ($)
----------- ----------- ---------- ---------
5/23/02 Transfer to the 240,000 shares -0-
Eugene O'Donovan Grantor
Retained Annuity Trust
under Agreement dated
May 23, 2002
6/19/02 Gifts 5,000 shares -0-
6/26/02 Gifts 7,000 shares -0-
(d) Susan O'Donovan, in her capacity as trustee of the Eugene O'Donovan
Grantor Retained Annuity Trust under Agreement dated May 23, 2002, has
the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, shares of the Issuer's Common
Stock held by such Trust.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE REGISTRANT.
Pursuant to a Stock Option Agreement dated June 27, 2002, Mr.
O'Donovan received from the Issuer an option to purchase up to an
aggregate of 700,000 shares of the Issuer's Common Stock.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
That certain Stock Option Agreement dated June 27, 2002 between
Montana Mills Bread Co., Inc. and Eugene O'Donovan is incorporated by
reference to Exhibit 10.2 of the Issuer's Registration Statement on
Form SB-2 dated June 7, 2002.
CUSIP No. 612071 10 0 (Page 5 of 5 Pages)
SIGNATURES
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.
/s/ Eugene O'Donovan
Date: July 8, 2002 ----------------------------------------
Eugene O'Donovan