AMETECH, INC.
1813 Southeast 25th
Oklahoma City, Oklahoma 73129
Notice of Annual Meeting of Shareholders
To Be Held on July 18, 1996
To the Shareholders of
AMETECH, Inc.
The Annual Meeting of the Shareholders of AMETECH, Inc. (the
"Company") will take place at 10:00 a.m. on July 18, 1996, at 1813
Southeast 25th Street, Oklahoma City, Oklahoma 73129, for the
purpose of considering and acting upon the following matters:
(1) The election of directors.
(2) The approval of the selection of independent auditors.
(3) Any other business which may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
June 1, 1996 as the record date for the determination of holders of
the voting common stock of the Company entitled to receive notice
of, and to vote at, the annual meeting.
To ensure the presence of a quorum at the annual meeting,
please sign and promptly return the enclosed Proxy Card in the
accompanying self-addressed envelope, which requires no postage if
mailed in the United States.
The Company is distributing its 1995 Annual Report to
Stockholders with the enclosed proxy soliciting material.
By order of the Board of Directors
Bill G. Baker
Secretary
Oklahoma City, Oklahoma
June 14, 1996
<PAGE>
AMETECH, INC.
1813 Southeast 25th
Oklahoma City, Oklahoma 73129
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 18, 1996
Solicitation. This Proxy Statement is solicited on behalf of
the Board of Directors of AMETECH, Inc. (the "Company") and is
hereby furnished to the shareholders of the Company to solicit
their proxies for use at the Company's 1996 Annual Meeting of
Shareholders to take place on July 18, 1996 ("Annual Meeting"), at
10:00 a.m. at 1813 Southeast 25th Street, Oklahoma City, Oklahoma,
and any adjournment thereof. The Company may use the services of
its directors, officers, and employees, which are not especially
employed for this purpose and without additional compensation
therefor, to solicit proxies personally or by telephone. The
Company will bear all of the costs of preparing, printing,
assembling, and mailing this Proxy Statement and the Proxy Card and
all other costs of the solicitation of the proxies. No
solicitation is to be made by specially engaged employees or other
paid solicitors.
Reimbursement of Nominees. The Company will reimburse any
bank, broker-dealer, or other custodian, nominee of fiduciary for
its reasonable expenses incurred in completing the mailing of proxy
materials to the beneficial owners of the Company's voting common
stock in connection with the Annual Meeting.
Revocation of Proxy. Any shareholder giving his or her proxy
in connection with the Annual Meeting may revoke it at any time
before it is exercised at the Annual Meeting by notifying the
Secretary of the Company in writing of such revocation.
Mailing of Proxy Statement and Proxy Card. This Proxy
Statement and the Proxy Card are being sent to shareholders of the
Company on or about June 14, 1996.
Shareholder Proposals. In order for the Company to include a
shareholder proposal in the proxy materials for the Company's 1997
annual meeting of shareholders, a shareholder must deliver the
proposal in writing to the Secretary of the Company no later than
February 16, 1997.
<PAGE>
SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Record Date and Voting Securities. Only the record holders of
shares of the voting common stock of the Company as of the close of
business on June 1, 1996 ("Record Date"), will have the right to
receive notice of, and to vote at, the Annual Meeting. As of the
close of business on the Record Date, the Company had 13,793,318
shares of its common stock (excluding 115,000 shares held in trea-
sury) issued and outstanding. Each shareholder of record, as of
the Record Date, will have one vote for each share of voting common
stock that the shareholder owned as of the Record Date. A majority
of all of the outstanding shares of voting common stock of the
Company entitled to notice of, and to vote at, the Annual Meeting,
represented in person or by proxy, will constitute a quorum for the
meeting. Votes will be tabulated by inspectors of election
appointed by the Company's Board of Directors. Abstentions and
broker non-votes are not considered as votes "For" a particular
matter.
Security Ownership of Certain Beneficial Owners. The
following persons or entities who, as of the Record Date, are known
to the Company to be beneficial owners of more than 5% of the
Company's common stock. Due to the requirements of the Securities
and Exchange Commission as to the method of determining the amount
of shares an individual or entity may beneficially own, the amounts
shown below for an individual or entity may also include shares
also considered beneficially owned by others.
<TABLE>
<CAPTION>
Sole Voting Shared Voting
Title Name and Address and and Percent
of of Investment Investment of
Class Beneficial Owner Power Power Class
______ ________________ __________ __________ ______
<S> <C> <C> <C> <C>
Common Moorpark Holdings 10,367,122(2) (2) 75.9%
Inc.(2)
_____________
<FN>
(1) Information with respect to beneficial ownership is based on
information furnished by the named entity or contained in
filings made with the Securities and Exchange Commission by
such entity.
(2) The Schedule 13D filed by Moorpark Holdings, Inc., a Delaware
corporation ("Moorpark"), shows that Moorpark owns of record
and has sole voting and dispositive power of the 10,367,122
shares of Company common stock. However, the Schedule 13D
further notes that Moorpark is a wholly-owned subsidiary of
Continental Bank, National Association ("Continental Bank").
Continental Bank is a wholly-owned subsidiary of Bank of
America of Illinois. As a result, Continental Bank and Bank
of America of Illinois may be considered to share the voting
and dispositive power of the 10,367,122 shares owned of record
by Moorpark. The address of Moorpark, Continental Bank and
Bank of America of Illinois, is 231 South LaSalle Street,
Chicago, Illinois 60697.
</FN>
</TABLE>
<PAGE>
Security Ownership of Directors and Executive Officers. The
following table sets forth the number and percentage of the out-
standing shares of the Company's common stock beneficially owned by
each current director and nominee, each of the current officers of
the Company named in the "Summary Compensation Table" and by all
directors and officers as a group as of the Record Date. Because
of the requirements of the Securities and Exchange Commission as to
the method of determining the amount of shares an individual or
entity may beneficially own, the amounts shown below for an
individual or entity may include shares also considered
beneficially owned by others.
<TABLE>
<CAPTION>
Amount and Nature
Name of of Amount
Individual Beneficial Ownership of Class(1)
____________________ ____________________ _________
<S> <C> <C>
Carl B. Anderson, Jr.(2) 572,433(2) 4.2%
James E. Brown(3) 196,815(3) 1.4%
Jay T. Edwards(4) 0 -
Allen G. Poppino(5) 56,000(5) *
Officers and directors 829,248(6) 6.0%
as a group (6 persons)
___________
<FN>
(1) Percent of Class is rounded to the nearest one-tenth. Any
shares which an individual has a right to acquire within sixty
(60) days after the Record Date are considered to be outstand-
ing for purposes of computing such individual's percentage of
shares beneficially owned and the percentage ownership of
officers and directors as a group. The symbol "*" denotes
that the percentage of shares beneficially owned does not
exceed one percent.
(2) Mr. Anderson's address is 1813 Southeast 25th Street, Oklahoma
City, Oklahoma 73129. Mr. Anderson has sole voting and
investment power over these shares, except for 1,000 shares
owned by his wife with whom he shares voting and investment
power.
(3) Mr. Brown's address is 3814 North Santa Fe, Oklahoma City,
Oklahoma 73118. Mr. Brown shares voting and investment power
over 188,815 shares owned of record by Santa Fe Investment
Company, which is wholly owned by Mr. Brown. The amount shown
also includes 8,000 shares held by Mr. Brown as custodian for
his children.
(4) General Edwards' address is 2101 North Lincoln Boulevard, Room
311, Oklahoma City, Oklahoma 73105.
(5) Mr. Poppino's address is 9400 North Broadway, Post Office Box
20400, Oklahoma City, Oklahoma 73156-0400. Mr. Poppino has
sole voting and investment power over the shares noted as
beneficially owned by him.
(6) The amount shown includes 4,000 shares of common stock that
officers and directors of the Company have the right to
acquire within sixty (60) days.
</FN>
</TABLE>
<PAGE>
Compliance with Section 16(a) of the Exchange Act. Based
solely on review of copies of the Forms 3, 4 and 5 and amendments
thereto furnished to the Company with respect to 1995, or written
representations that no such reports were required to be filed with
the Securities and Exchange Commission, the Company believes that
during 1995 all directors and officers of the Company and
beneficial owners of more than ten percent (10%) of any class of
equity securities of the Company registered pursuant to Section 12
of the Securities Exchange Act of 1934 (the "Exchange Act") filed
Forms 3, 4, or 5, as required by Section 16(a) of the Exchange Act,
except (I) Jay T. Edwards filed one late Form 3 to report his
election to the Company s Board of Directors, and (ii) Mark Helm
and Craig Schroeder each filed one late From 3 to report their
election as officers of the Company. Neither Mr. Helm nor Mr.
Schroeder are currently officers of the Company.
EXECUTIVE COMPENSATION
The following table shows the aggregate cash compensation
which the Company and its subsidiaries paid or accrued to the Chief
Executive Officer of the Company. No executive officers of the
Company received total compensation, including salary and bonus,
for the last completed fiscal year in excess of $100,000. The
table includes cash distributed for services rendered during 1995,
plus any cash distributed during 1995 for services rendered in a
prior year, plus amounts deferred at the election of the named
executive officer, less any amount relating to those services
previously included in the cash compensation table for a prior
year.
<TABLE>
<CAPTION>
Annual Compensation
__________________________
Other
Annual
Compen-
Name and Salary Bonus sation
Principal Position Year ($) ($) ($)
_______________________ ______ ______ _____ _______
<S> <C> <C> <C> <C>
Carl B. Anderson, Jr. 1995(1) 12,000 - 3,000(2)
Chairman of the Board, 1994(1) 12,000 - -
Chief Financial Officer, 1993(1) 13,330 - -
and President
Mark Helm, President(2) 1995 30,750(2) - -
Long-term
Compen-
sation
Awards
_______ All Other
Stock Compensation
Options ($)
________ ____________
- -
- -
- -
- -
___________
<FN>
(1) The amount shown represents the compensation paid to
Mr. Anderson in his capacity as Chairman of the Board. The
Company does not compensate Mr. Anderson for his services as
CEO and President. In October, 1995, Mr. Anderson assumed the
position of President of the Company upon the resignation of
Mark Helm. See footnote (3) below.
(2) Beginning July, 1995, Mr. Anderson received a monthly
automotive allowance of $500.00.
(3) Mr. Helm served as President of the Company from April 1995,
until his resignation in October 1995. During his tenure,
Mr. Helm performed certain of the same functions as a chief
executive officer and, therefore, is included in the Summary
Compensation Table.
</FN>
</TABLE>
<PAGE>
401-K. The Company has adopted an Employee Savings Plan
("401-K Plan") for employees of the Company and its subsidiaries,
with certain exceptions. The 401-K Plan provides for employee
contribution, and further provides the Company may, in the
Company's sole discretion, contribute to the 401-K Plan matching
contributions in an amount determined by the Company. Under the
401-K Plan the Company may choose not to make matching contribu-
tions. For an employee to be eligible to participate under the
401-K Plan, the employee must complete six months of service,
attain the age of 21 years and enter into a written salary
reduction agreement with the Company. An employee may not
contribute more than 15% of his annual compensation into the 401-K
Plan. If the Company, in its sole discretion, decides to make any
matching contribution in a particular year, such match will be
allocated only to employee participants who make a salary reduction
contribution to the 401-K Plan of at least 5% of their compensation
during the plan year based on a formula set forth in the 401-K
Plan. The employee participants' contributions to the 401-K Plan
are 100% vested when made, and any match made by the Company
becomes 100% vested when allocated. The employee participant may,
at his election, allocate his contribution and the contributions of
the Company among one or more of four (4) investment alternatives,
including the Company common stock. The Company did not make any
matching contributions to the 401-K Plan during 1995.
Compensation Pursuant to Stock Option Plans. The Company has
adopted an incentive stock option plan (the "Plan") in order to
attract, retain and motivate, and to encourage stock ownership by
key employees and officers of the Company and its subsidiaries. A
Stock Option Committee of the Board of Directors administers the
Plan and selects the officers and employees to whom options may be
granted and determines the number of shares to be covered by each.
(See "Committees and Meetings of the Board of Directors.") None of
the executive officers of the Company named in the above Summary
Compensation Table were granted options in 1995.
The total number of shares of Company common stock for which
options may be granted under the Plan shall be 400,000 shares, less
the number of shares subject to options outstanding as of
October 3, 1989, and granted on or after June 12, 1980, and prior
to October 3, 1989, under the stock option plan then in effect. In
the event that options granted under the Plan, or options
outstanding on October 3, 1989, under the predecessor to the Plan,
shall lapse without being exercised in whole or in part, other
options may be granted covering the shares not purchased under such
lapsed options. The aggregate fair market value of shares as of
the date of the grant with respect to which options are exercisable
for the first time may not exceed $100,000. The exercise price of
each option granted under the Plan may not be less than 100% of the
fair market value of the common stock on the date of the grant
(110% in the case of options granted to employees owning more than
10% of common stock of the Company). Each option granted under the
Plan will not be exercisable more than 5 years from the date the
option is granted.
<PAGE>
The Plan provides that if there is a change in control (as
defined in the Plan) of the Company, all options granted under the
Plan that are outstanding as of such change in control shall
immediately become exercisable in full.
In addition, the Company has adopted a stock option plan for
non-employee directors of the Company ("Non-Employee Director
Plan"). Under the Non-Employee Director Plan the Company may grant
options to non-employee directors of the Company to purchase up to
100,000 shares of the Company's common stock. The maximum
aggregate number of shares of Company common stock which may be
subject to options granted under the Non-Employee Director Plan to
any one non-employee director may not exceed 20,000 shares. Any
option granted under the Non-Employee Director Plan may not exceed
a term of five (5) years and the exercise price of such option may
not be less than the fair market value of the Company's common
stock on the date of the grant. Under the Non-Employee Director
Plan, the Stock Option Committee of the Board of Directors
supervises the administration of such plan and determines the
number of shares to be subject to each option granted under the
Non-Employee Director Plan. No options were granted under the Non-
Employee Director Plan in 1995.
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
General
As the Company has no formal Compensation Committee, the
functions of the Compensation Committee are performed by the entire
Board of Directors (the "Board"). The Board periodically reviews
and approves salaries, bonuses, stock options and employee benefit
plans for officers and key employees based on the criteria and
policies discussed below.
Compensation Policies
The principle objective of the Board's compensation policy is
to establish a compensation program which aligns executive
compensation with the Company's business strategies and financial
performance. In keeping with this objective, the Board seeks to:
(1) Attract and retain qualified executives, in a highly
competitive environment, who will play a significant role in
the achievement of the Company's goals.
(2) Reward executives for strategic management and the long-term
enhancement of shareholder value.
<PAGE>
(3) Create a performance-oriented environment that rewards
performance with respect to the financial and operational
goals of the Company.
There is no specific formula pursuant to which any executive
officer's compensation is adjusted or incentive awards are made.
The Board reviews an executive officer's performance in such areas
as quality and quantity of work, job and professional knowledge,
decision making and business judgment, initiative, analytical
skills, communication skills, interpersonal skills, organizational
skills, commercial skills, profit and loss sensitivity, creativity
and leadership.
Executive compensation consists of both cash and equity-based
compensation. Cash compensation is comprised of base salary and
bonus. Base salary is determined with reference to industry norms.
Bonus compensation is closely tied to the Company's success in
achieving significant financial and non-financial performance goals
and an executive's success in attaining personal operational
performance goals. Equity-based compensation is comprised of stock
option grants. In establishing equity based compensation, the
Company places particular emphasis on the achievement of the
Company's long-term performance goals. The Board believes that
equity based compensation closely aligns the economic interest of
the Company's officers with the economic interests of the Company's
shareholders by assuring that the Company's officers have a
meaningful stake in the Company.
Chief Executive Officer
Carl B. Anderson, Jr. was not compensated by the Company for
his services as President and Chief Executive Officer in 1993, 1994
and 1995. The compensation paid to Mr. Anderson in 1993, 1994 and
1995 was paid to him in his capacity as Chairman of the Board for
which he was paid $1,000 per month during 1995. Beginning July
1995, Mr. Anderson received a monthly automobile allowance of
$500.00.
In April, 1995, the Company employed Mark Helm as President of
the Company at an annual salary of $72,000. Until Mr. Helm's
resignation in October, 1995, he performed certain of the same
functions as a chief executive officer. The Board set Mr. Helm's
base salary at what the Board believed was normal in the industry
the Company serves based on the revenues and profitability of the
Company.
<PAGE>
The Board periodically reviews the President's and other
executive officers' salaries. In determining an appropriate salary
adjustment, consideration is given to like positions within
companies of the same size and industry, the Company's earnings and
various other criteria as mentioned earlier. The Company considers
these factors in light of the Company's overall performance as
measured by total shareholder return, adherence to the Company's
strategic plan, the development of sound management practices, and
the retention and succession of skilled personnel.
The executive officers are eligible for annual bonus awards to
reward individual performance in meeting earnings objectives. The
award pool for all eligible employees is based on 6% of pre-tax
earnings. Although there is no specific formula for allocating the
award pool among eligible employees, consideration is given to
among other things, level of responsibility, length of service and
the contribution of individual employees in meeting the Company's
objectives.
Due to the Company not meeting its earnings objectives in
1995, no bonuses were awarded to executive officers.
In recent years the Company has granted options to certain
executive officers. There is no specific plan to determine the
number of options granted or to the timing of granting of such
options; however certain criteria are taken into account such as
length of service, level of responsibility, and the achievement of
the Company's earnings objectives. No options were granted to
executive officers of the Company in 1994 or 1995.
Mr. Anderson owns 571,433 shares of the Company's common
stock. The Board feels that Mr. Anderson has adequate incentives
through his stock ownership to increase shareholder value.
In setting executive officers' compensation in the future, the
Board will continue to focus not only on total shareholder value,
but also on specific Company goals to advance the overall financial
success of the Company, such as earnings growth and operational
objectives which are expected to enhance shareholder value.
Members of the Board of Directors:
Carl B. Anderson, Jr.
James E. Brown
Jay T. Edwards
Allen G. Poppino
<PAGE>
Performance Graph
Due to the constraints of the EDGAR system, the performance
graph has been omitted. The following table has been provided to
take its place in the EDGAR filing. The following table compares
the yearly percentage change in the cumulative total shareholder
return (assuming reinvestment of dividends, if any) among AMETECH,
Inc., the NASDAQ Stock Market Index ("NASDAQ Index"), and NASDAQ
Trucking and Transportation Index (which is comprised of all
trucking and transportation corporations listed on the NASDAQ). On
February 24, 1994, the Company's common stock began trading on the
OTC - Bulletin Board and discontinued its listing on the NASDAQ
Small-Cap Market. The Company, however, believes that the NASDAQ
Index provides a useful comparison to a broad based equity index.
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN(1)
1990 1991 1992 1993 1994 1995
____ ____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C> <C>
AMETECH, INC. 100 357 271 86 57 43
PEER GROUP 100 145 178 216 196 223
NASDAQ 100 161 187 215 210 296
_____________
<FN>
(1) This table assumes $100 invested on January 1, 1991, in
AMETECH, Inc. common stock, the NASDAQ Index, and the NASDAQ
Trucking and Transportation Index. The historical shareholder
return shown above may not be indicative of future
performance.
</FN>
</TABLE>
<PAGE>
ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that
the number of directors shall be as set forth in the Bylaws, and
the Bylaws provide for no less than four (4) nor more than nine (9)
directors. Pursuant to the Company's Bylaws, the Board of
Directors has set the number of directors at four (4) for the 1996
Annual Meeting. The proxies cannot be voted for a greater number
of persons than the number of nominees named herein. Each of the
following nominees is presently serving as a director of the
Company. There are no family relationships among any of the
nominees. Upon election, the term of office will be for one (1)
year or until their respective successors are duly elected and
qualified.
The affirmative vote of a plurality of the shares present in
person or represented by proxy at the meeting and entitled to vote
is required for the election of Directors.
Should any of the nominees become unable or unwilling to
accept the election or to serve as a director, an event which the
Board of Directors does not anticipate, the person or persons named
in the enclosed proxy will vote for the election of such person or
persons as the Board of Directors may recommend.
<PAGE>
<TABLE>
<CAPTION>
The following table sets forth each nominee, his name, age,
and position held with the Company and certain biographical
information:
Name Age Position
____________________ ___ _____________________________
<S> <C> <C>
Carl B. Anderson, Jr.(1) 74 President and Chief Executive
Officer of the Company
James E. Brown(2) 44 Director
Jay T. Edwards(3) 64 Director
Allen G. Poppino(4) 70 Director
_____________________
<FN>
(1) Mr. Anderson, Jr. has served as Chairman of the Board and
Chief Executive Officer of the Company since January, 1991.
Mr. Anderson served as Chairman and Chief Executive Officer of
American Environmental Technologies, Inc. ("AET") before the
merger, on January 9, 1991, of AET with and into the Company.
From 1965 until his retirement in 1995, Mr. Anderson also
served as Chairman and Chief Executive Officer of AnSon Gas
Corp. ("AnSon Gas"), an oil and gas developer. Mr. Anderson
is continuing to serve as Chairman of the Board of AnSon Gas.
Mr. Anderson is a graduate of the United States Military
Academy.
(2) Mr. Brown served as director of the Company from 1986 to
August, 1990, whereupon he resigned to avoid a conflict of
interest relative to the merger of AET with and into the
Company. He was reelected to the Board in January, 1991, upon
consummation of the merger. Mr. Brown is currently the Vice
President of Finance for AnSon Gas Corporation where he has
been employed since 1982. Mr. Brown is a certified public
accountant and a graduate of the University of Oklahoma.
(3) In November 1993, General Edwards became the General
Administrator of the Oklahoma Corporation Commission. Prior
to taking this position, he was a senior management consultant
for Tennessee Associates, specializing in total quality
management programs from April 1991 to November 1993. From
January 1986 to April 1991, he served as President of CMI
Corporation, a publicly held manufacturer of road construction
equipment. Prior to January 1986, General Edwards served as
Executive Director of the University of Oklahoma Energy Center
and as Commander of the United States Air Force Air Logistics
Center in Oklahoma City. He is a retired Air Force Major
General. General Edwards is a graduate of the United States
Military Academy and has masters degrees from Texas A & M
University and George Washington University. General Edwards
has served on the Board of Directors of the Company since
February, 1995.
(4) Mr. Poppino currently is a consultant to The Benham Group and
is President and Chief Executive Officer of Poppino, Inc.
Mr. Poppino was formerly Vice Chairman of the Board of
Directors of the Benham Companies, where he was employed
(including its predecessors) from 1951 to 1990. Mr. Poppino is
a graduate of Oklahoma State University. Mr. Poppino has
served as a director of the Company since 1991.
</FN>
</TABLE>
<PAGE>
The Board of Directors recommends a vote "for" the election of
the four nominees as members of the Board of Directors of the
Company.
Committees and Meetings of the Board of Directors. The Board
of Directors of the Company held four (4) meetings during 1995.
All directors attended more than 75% of the meetings of the Board
of Directors and committees upon which they served during 1995.
The Audit Committee of the Board of Directors was comprised of
Messrs. Brown and Poppino. The Audit Committee held one meeting in
1995. The Audit Committee's functions include: recommending a
public accounting firm for appointment by the Board of Directors
for purposes of conducting the annual audit of the Company;
reviewing the recommendations of the auditors regarding internal
controls and procedures; reviewing from time to time the Company's
general policies and procedures with respect to auditing,
accounting and the application of financial resources; reviewing
all other matters and making inquiries and investigations as are
specially referred to it by the Board of Directors; and making
recommendations to the Board as the Audit Committee may deem
appropriate. The Company does not have a standing Nominating or
Compensation Committee.
The Company has established a Stock Option Committee which is
currently composed of the entire membership of the Board of
Directors ("Stock Option Committee"). The Stock Option Committee
administers the Company's Incentive Stock Option Plan and Non-
Employee Director Plan. The Committee selects the non-employee
directors, officers and employees of the Company to whom options
may be granted and determines the number of shares to be covered by
each option.
Compensation Committee Interlocks and Insider Participation.
The compensation of all officers of the Company is set by the Board
of Directors. As noted, Carl B. Anderson, Jr. is both a director
and an officer of the Company.
Certain Relationships and Related Transactions.
In the Company's ordinary course of business, the Company
purchased 20 roll-off boxes in 1995 at an aggregate purchase price
of $120,844 from 5-Star Fabrication, Inc. ("5-Star"). In addition,
the Company utilizes the services of 5-Star in the repair of the
Company's roll-off boxes. Carl B. Anderson, Jr., President and
Chief Executive Officer of the Company, is the owner of
approximately 50% of 5-Star. The Company believes that its
transactions with 5-Star are on a basis which is favorable to the
Company.
<PAGE>
In February 1996, Carl Anderson, Jr. loaned the Company
$195,000 bearing interest at 10% per annum. The loan is payable
upon demand and the interest is payable monthly. The loan was for
the Company's working capital purposes and is unsecured. As of
May 31, 1996, the outstanding balance on the loan was $186,000.
The Company and Carl B. Anderson, Jr. have agreed that
Mr. Anderson will purchase from Environmental Transportation
Services, Inc. ("ETS"), a wholly owned subsidiary of the Company,
four (4) tractors at a price of $107,000, which price was set by
the equipment lender to the Company. Mr. Anderson will lease three
(3) of these tractors to ETS on a month-to-month basis at rental
equal to 75% of the revenues generated by each such tractor.
Mr. Anderson has advised the Company that the fourth tractor is to
be sold by Mr. Anderson to Mr. Bill Baker, Vice President and
Secretary of the Company, and Mr. Baker has agreed to lease this
tractor to ETS on the same terms that Mr. Anderson will lease the
three tractors to ETS as described above. The above transctions
are subject to finalization of definitive agreements, approval by
the Board of Directors of the Company and approval by the Company's
lender. In addition, ETS is leasing from Excel Leasing Company two
(2) roll-off trailers and one (1) roll-off box for a term of 12
months, with an option to renew for an additional 12 month period,
at a rental of $3,300 per month. Mr. Anderson is the owner of
Excel Leasing Company. The Company believes that these
transactions are on terms favorable to the Company.
In March, 1996, ETS, began leasing from Sullivan's Trucking,
Inc. ("Sullivan") pursuant to two operatiing leases a certain
number of hazardous waste tractors and trailers to transport waste
and a certain number of roll-off boxes. In connection with such
leases, ETS is to pay lease payments to Sullivan of approximately
$35,000 per month for such tractors, trailers and roll-off boxes.
The term of one lease is for a period of two (2) years and the term
of the other lease is for a period of four (4) years. One lease
contains an option to purchase the equipment covered by such lease
at the fair market value at the time such option is exercised.
The Company has also reached an agreement in principal to
acquire from Sullivan its customer list, good will, inventory, and
certain other assets relating to Sullivan's hazardous waste
transportation business. The parties tentatively agreed that the
Company will pay Sullivan approximately 1.4 million shares of the
Company's common stock for the purchase of such assets, which, when
consummated, will cause Sullivan to own of record and beneficially
more than 5% of the Company's voting securities. In addition, the
Company and Sullivan are in the process of negotiating a lease in
which ETS would lease from Sullivan its transportation terminal in
Ponca City, Oklahoma, for a term of approximately four (4) years at
a rental of $3,800 per month. The asset purchase and the rental of
the terminal are subject to execution of definitive agreements.
The Company and Sullivan are in the process of attempting to
finalize definitive agreements relating to these transactions.
<PAGE>
COMPANY AUDITORS
The Board of Directors, based on the recommendation of the
Company's Audit Committee, has reappointed the firm of Grant
Thornton as the Company's auditors for the year ending December 31,
1996, subject to the approval and ratification of the shareholders.
Grant Thornton is the accounting firm which examined and
reported on the Company's financial statements for each of the
years ended December 31, 1993, 1994 and 1995. It is expected that
representatives of the firm will be present at the Annual Meeting
and will have the opportunity to make any statements they desire
and to answer questions directed to them.
The Board of Directors recommends a vote "for" the appointment
of Grant Thornton.
OTHER MATTERS
The Company shall provide upon written request, without
charge, to each person solicited pursuant to this Proxy Statement,
a copy of the Company's 1995 Annual Report on Form 10-K, including
the financial statements and the financial statement schedules.
Such request should be directed to Bill G. Baker, Secretary, 1813
Southeast 25th Street, Oklahoma City, Oklahoma 73129.
The Board of Directors knows of no other matters which may
come before the Annual Meeting. If, however, other matters are
properly brought before the Annual Meeting, it is intended that all
proxies will be voted with respect thereto in accordance with the
best judgment of the persons named in the proxies.
Date: June 14, 1996. By order of the Board of Directors
Bill G. Baker
Secretary
ISTE:\A-C\AMETECH\ANLMTG\96PROXY.3
