<PAGE> 1
Dear Shareholder,
It is my pleasure to invite you to the 1997 Annual Meeting of
Shareholders of American Industries, Ltd. The meeting will be held
at 10:00 a.m. on Saturday, September 20, 1997 at the company
offices, 300 So. Fourth Street, Suite 1111, Las Vegas, Nevada
89101.
The accompanying Notice of Annual Meeting of Shareholders and Proxy
Statement describe the items of business which will be discussed
during the meeting. It is important that you vote your shares
whether or not you plan to attend the meeting. To be sure your
vote is counted, we urge you to carefully review the Proxy
Statement and to vote your choices. Please sign, date and return
the enclosed proxy in the accompanying envelope as soon as
possible. If you attend the meeting and wish to vote in person,
the ballot that you submit at the meeting will supersede your
proxy.
I am sure the company's annual report for the fiscal year ended
March 31, 1997 will be appreciated by all of the stockholders, both
U.S. and Foreign. A copy of the Annual Report will be available at
the Annual Stockholder's Meeting.
I look forward to seeing you at the meeting. On behalf of the
management and directors of American Industries Ltd., I want to
thank you for your continued support and confidence in 1997.
Sincerely,
Zack C. Monroe
Chairman of the Board and Chief Executive Officer
<PAGE> 2
AMERICAN INDUSTRIES, LTD.
BANK OF AMERICA PLAZA
Suite 1111
300 South Fourth Street
Las Vegas, Nevada 89101
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 20, 1997
To the Stockholders of
AMERICAN INDUSTRIES, LTD.
The Annual Meeting of Stockholders of AMERICAN INDUSTRIES,
LTD., will be held in the Bank of America Plaza, Suite 1111, 300
South Fourth Street, Las Vegas, Nevada, 89101, on Saturday,
September 20, 1997 at 10:00 a.m. for the following purposes:
(1) Election of Directors.
(2) Transaction of such other business as might come
before the meeting or adjournments thereof.
Holders of common stock of record at the close of business on
September 10th, 1997 will be entitled to vote at the meeting or any
adjournments thereof.
Whether or not you expect to be present in person at the
meeting, please sign and date the accompanying proxy and return it
promptly in the enclosed business reply envelope, which requires no
postage if mailed in the United States. This will assist us in
preparing for the meeting.
This proxy material is being sent to the stockholders of
record in accordance with the company By-laws, Article 1, Section
1, requiring at least five (5) days written notice, specifying time
and place, prior to the holding of Annual Meeting.
By Order of the Board of Directors,
/s/ Zack C. Monroe
Zack C. Monroe
Chairman of the Board
Las Vegas, Nevada
<PAGE> 3
AMERICAN INDUSTRIES, LTD.
Bank of America Plaza
Suite 1111
300 South Fourth Street
Las Vegas, Nevada 89101
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
September 20, 1997
This proxy statement is furnished in connection with a
solicitation of proxies by the Board of directors of American
Industries, Ltd. (herein called the "Registrant") to be voted at
the Annual Meeting of Stockholders of the Registrant, to be held on
September 20, 1997, and any adjournment or adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. If the enclosed form of proxy is executed
and returned, it may nevertheless be revoked by the person
executing such proxy at any time insofar as it has not been
exercised.
The only class of securities entitled to vote at the Annual
Meeting is Common Stock. Each share is entitled to one vote. The
record date for the determining stockholders entitled to vote is
September 10th, 1997. As of March 31, 1997, Registrant's fiscal
year end, Stockholders of record were 963 national and
international stockholders totalling 20,000,445 shares outstanding
of which shares were owned beneficially directly or indirectly by
the officers and directors of the company approximately 13,205,431
shares representing approximately 66.02% as of fiscal year end of
March 31, 1997.
SOLICITATION OF PROXIES
Proxies will be solicited by mail. They may also be solicited
by directors, officers and regular employees of the company,
personally, or by telephone or telegraph, but such persons will not
be specifically compensated for such services. In addition, the
company may retain the services of outside persons or firms to aid
in the solicitation of proxies at the standard rates or fees. Bank,
brokers, nominees and other custodians and fiduciaries will be
reimbursed for their reasonable out-of-pocket expenses in
forwarding soliciting material to their principals, the beneficial
owners of stock of the company. The cost of soliciting proxies will
be borne by the company.
<PAGE> 4
ELECTION OF DIRECTORS
The By-laws of the company provide for three or more
directors; there are presently four as of fiscal year end March
31, 1997. Each director serves for a term of one year from the
date of their election and their term expires each year. The
directors are to be elected at the yearly Annual Meeting to serve
for a term of one year or until their successors shall be elected
or qualified. Unless otherwise specified, the proxies will be
voted for the election of the following four nominees. Should any
nominee become unavailable for any reason before the meeting (which
is not anticipated) proxies so permitting may be voted for a
substitute person to be selected by the Board of Directors of the
company.
Names of the nominees to the Board of Directors and
information about them including principal occupation for the past
five years of each of the members of the Board which include
subsidiary:
NAMES
ZACK C. MONROE: International Certified Legal Technician,
International Business Consultant,
International Trade Specialist Age 74
Director since 1970. President, CHB, Chief Executive Officer of
American Industries, Ltd. from 1970 to present date; Vice
President, Secretary-Treasurer, Director of subsidiary, Global
Technologies from 1993 through the date hereof; President, CHB of
Monroe Ltd., General Business Consulting Firm, Transfer Agent for
Registrant from 1965 to present date; President, CHB of Monroe
International Ltd. from 1984 through the date hereof; President CHB
of Monroe Enterprises from 1980 through the date hereof; and
President, Treasure, CHB of Small Business Funds from 1993 through
the date hereof; President, CHB of James Brugman Enterprises Inc.
from 1991 through the date hereof.
GEORGE BALIS: Financial Analyzer, Commercial Loan Consultant
Age 54
Director since 1993. Vice President, Assistant Secretary-Treasurer
and Director of American Industries Ltd. from 1993 to present date;
President, CHB, Managing Director of subsidiary Global Technologies
SA; Vice President of Monroe Ltd. from 1993; Vice President,
Treasurer, Director of Monroe International, from 1993; Vice
President, Director of Monroe Ltd. Escrow Co. from 1993; Vice
President of Monroe Enterprises from 1993; Vice President,
Secretary, Director of Small Business Funds from 1993; Vice
President of James Brugman Enterprises Inc. from 1994; Treasurer,
Director of Western Management Associates, from 1994; Vice
President, Treasurer and Director of Suzi Investments Inc. from
1994; and prior thereto from 1990 through 1993 was with Continental
Mortgage Bankers of Westbury, New York, involved in financial
review of commercial loans and marketing.
<PAGE> 5
WILLIAM E. POWELL, JR: Insurance and Construction Advisor
Age 71
Director, Vice President, and Treasurer of American Industries,
Ltd. since September 1977 to present date. President, CHB and
Director of Powell, Inc. since September 1970 to present date,
Construction and Insurance Consulting Firm.
GORDON J. MARGULIS: Certified Trainer Age 65
Director, Vice President and Secretary of American Industries, Ltd.
since January 2, 1996 to date. Mr. Margulis is the President,
Treasurer and Director of Magna, Ltd. since 1978 through current
date. Mr. Margulis was the body guard and valet to Howard Hughes
from 1964 until his death in 1976. Mr. Margulis has 30 years
experience as a personal body trainer certified as a 1st Class
Certified Affiliate with the National Federation of Professional
Trainers, No. 18760.
MEETING OF THE BOARD OF DIRECTORS
Meetings of the Board of Directors during the last fiscal year
ended March 31, 1997, consisted of four regular meeting and seven
special meetings and an annual meeting. There was 100% attendance
by all or by written consent of the Board of Directors for the
meetings.
The Board of Directors have no standing committees, executive,
audit, finance, compensation or nominating committees; the Board of
Directors and Officers perform all functions.
REMUNERATION OF DIRECTORS AND OFFICERS
Listed below is information with respect to each of the five
executive officers and directors of the company and its subsidiary
under direct remuneration with respect to the Fiscal Year ended
March 31, 1997, together with aggregate direct remuneration with
respect to all persons who were directors and officers of the
company as a group, listed under (a), (b).
The officers and directors of the company and its subsidiary
were reimbursed for all expenses incurred for the benefit of the
company and its subsidiary. The officers and directors of the
company and its subsidiary, were not paid any salaries, stock,
fees, director fees, commissions or bonuses, received no property,
insurance benefits, retirement benefits, nor stock options as of
the date hereof, listed under (a), (b).
<PAGE> 6
REGISTRANT: AMERICAN INDUSTRIES, LTD.
<TABLE>
<S> <C> <C> <C>
(a) CAPACITY IN
NAME WHICH SERVED SALARY BENEFITS
Zack C. Monroe CHB, President none none
George Balis 1st V.P., Ass't
Secty, Treas. &
Director none none
Wm. E. Powell, Jr. V.P., Treasurer
and Director none none
Gordon J. Margulis V.P., Secretary
and Director none none
</TABLE>
SUBSIDIARY: GLOBAL TECHNOLOGIES
<TABLE>
<S> <C> <C> <C>
(b) CAPACITY IN
NAME WHICH SERVED SALARY BENEFITS
George Balis CHB, President
Managing Director none none
Zack C. Monroe V.P., Secretary-
Treasurer, Director none none
Wm. E. Powell, Jr. Director none none
Gordon J. Margulis Director none none
</TABLE>
SECURITY HOLDINGS OF MANAGEMENT
As of March 31, 1997 and through date hereof, stockholders of
record show the following shares were owned beneficially or
indirectly by the Directors or Officers of Registrant, as a group,
which are as follows of 5% or more of Registrant's securities.
Outstanding are 20,000,445 securities in the float.
NUMBER OF CURRENT
NAME SHARES OWNED PERCENTAGE
<TABLE>
<S> <C> <C>
Zack C. Monroe
(1) (2) 7,815,801 .3907
William E. Powell, Jr.
(1) 9,940 .0005
George Balis
(1) (3) 5,375,600 .2688
Gordon J. Margulis
(1) (4) 4,090 .0002
All Executive Officers
and Directors as
a Group (4 persons) 13,205,431 .6602
</TABLE>
<PAGE> 7
Footnote Explanations:
(1) Officer and Director
(2) Zack C. Monroe, Chairman of the Board, President and Director,
owns 1,173,455 shares in his name along with 163,285 owned
jointly with his wife Dorothy N. Monroe. Included in the
amount is the shares owned as beneficial ownership in the
following companies;
<TABLE>
<S> <C> <C>
Company Name Shares Percentage
Mr.& Mrs. Zack Monroe 163,285 .0082
Zack C. Monroe 1,173,255 .0586
Monroe, Ltd. 1,058,402 .0529
Monroe International, Ltd. 1,032,520 .0516
Monroe Ltd. Escrow Company 950,020 .0475
Monroe Enterprises 1,143,799 .0572
Small Business Funds 2,294,520 .1147
Total beneficially owned 7,815,801 .3907
</TABLE>
(3) George Balis, Vice President, Assistant Secretary - Treasurer
and Director, owns 1,555,000 in his own name. Included in the
amount is the shares owned as beneficial ownership in the
following companies;
<TABLE>
<S> <C> <C>
Company Name Shares Percentage
Mr. George Balis 1,555,000 .0777
Western Management Associates 303,376 .0152
Suzi Investments, Inc. 1,519,180 .0760
James Brugman Enterprises, Inc. 1,998,044 .0999
Total beneficially owned 5,375,600 .2688
</TABLE>
(4) Gordon J. Margulis, Vice President, Secretary, Director owns
100 shares in his own name. Included in the amount is the
shares owned as beneficial ownership in the following
companies;
<TABLE>
<S> <C> <C>
Company Name Shares Percentage
Gordon J. Margulis 100 .0000
Magna, Ltd. 3,990 .0002
Total beneficially owned 4,090 .0002
</TABLE>
PRINCIPAL SECURITY HOLDERS
There are no other principal security holders, known to
Registrant, other than listed above, owning 5% or more of
Registrant's securities.
<PAGE> 8
AUTHORIZED SHARES
The Registrant's capitalization is 50,000,000 shares Common
Stock, @.10 par value, $5,000,000.00. The Company presently has
20,000,445 shares issued and outstanding; 29,999,555 shares in the
Treasury to issue. There are totally 20,000,000 free trading
shares in the float as reported in Registrant's Annual Report Form
10-K for Registrant's fiscal year end March 31, 1997. These
securities previously traded OTC, pink sheets published by National
Quotation Bureau, listed NASDAQ, trading symbol AMII. NOTE:
Registrant is presently a reporting company, not registered on any
public exchange to enable the stockholders to trade their
securities through the NASDAQ system. IT SHOULD BE FURTHER NOTED
that a public trading market has not been re-established through
the date hereof.
Price Range of Common Stock
The Company's common stock, $.10 par value ("Common Stock"),
is not currently being traded on any stock exchange. The
Registrant's common stock is sold PRIVATELY TO ITS STOCKHOLDERS OF
RECORD only, as reflected in the financial statements filed herein.
The following table sets forth the high and low sales prices of the
Company's Common Stock, as reported by stockholders and management
during the periods indicated.
(Note: First Quarter - April, May, June
Second Quarter - July, August, September
Third Quarter - October, November, December
Fourth Quarter - January, February, March)
<TABLE>
High Low
<S> <C> <C> <C>
1994
First Quarter $12 $12
Second Quarter no sales reported
Third Quarter $15 $12
1995
Fourth Quarter no sales reported
First Quarter no sales reported
Second Quarter $20 $20
Third Quarter $20 $20
1996
Fourth Quarter no sales reported
1997
Fourth Quarter no sales reported
</TABLE>
The last reported sale price of the Common Stock privately sold on
December 20, 1995 was $20.00 per share. There are 963 holders of
record of the Company's Common Stock as of March 31, 1997.
<PAGE> 9
STOCK SUBSCRIPTION
During the Company's fiscal year ending March 31, 1997 common
stock sales, legend shares, from the treasury was 445 shares fully
paid and non-assessable. 5,700 shares are held in treasury reserve
for the stockholder's of record 12% interest Convertible Notes.
The Convertible Note Program was adopted in 1995 as requested by
majority vote of stockholders for a program to earn interest and
convert in one or two years. The sale of convertible notes at 12%
interest per annum was approved by majority vote at the company's
Annual Stockholder's Meeting September 20, 1995 to enable
stockholders of record to acquire additional shares of legend
securities through a payment plan with a conversion period and
redemption price and additionally earn interest from Registrant.
The Company is actively seeking out, analyzing potentially
attractive acquisition and stock swap candidates and investment
candidates. At times attractive situations become unexpectedly
available and rapid action may be required. If the Board
determines that such an acquisition candidate or investment
candidate is in the best interest of the Company and its
subsidiary, management may deem it necessary to increase the
company's capitalization. Stockholder approval will not be
required as mandated by vote of majority stockholders of record.
The shares available in the Treasury as of this date will also
be available for other corporate purposes, including, without
limitation, stock dividends, stock options, stock bonus plans and
investment plans. This policy afforded management has been in
existence since 1977. Management has used it best judgement to
avoid dilution of the stockholder's equity. The Company has plans
for the use of treasury stock or any percentage thereof at this
time to increase the net capital per share and/or common equity.
STOCKHOLDERS ANNUAL MEETING
The Registrant's Annual Stockholders Meeting will be held on
Saturday, September 20, 1997. The Registrant's fiscal year end is
March 31, 1997. The Annual Report will be available in sufficient
time before the meeting or at the meeting, to be determine by
management.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company, in accordance with
Article II, Section 10 of the Company's By-laws, has accepted Sanne
& Cie as Resident Agent in Luxembourg, Val Des Bons Malades 231,
L2121 Luxembourg - Kirchberg, and Thieren Jean P.P.E. as
Independent Auditor, Avenue De La Foret De Soignes 371 B1640 Rhode
Saint Genese, Belgium. Barry L. Friedman, P.C., Certified Public
Accountant, licensed in the sate of Nevada, 1582 Tulita Drive, Las
Vegas, Nevada 89123 has been appointed by the Board of Directors to
work with accountant Thieren Jean P.P.E. in preparation of required
U.S. and foreign audits.
<PAGE> 10
It should be noted the accounting is simplified by complying
with International Treaties using the foreign appointed independent
auditor who are more familiar with the historical cost conversion
in accordance with Luxembourg Law accounting principles governed by
the Laws and Treaties between the United States and Luxembourg.
The independent auditor is familiar with the U.S. Generally
Accepted Accounting Principals as well as Luxembourg accounting
principals with reconciliation to U.S. GAAP - reflected in the 10-K
financial reports audited by Thieren Jean P.P.E. Certified
Independent Auditor for year end March 31, 1997. Conversion of
french language translation and foreign currency understanding to
file in Luxembourg, Belgium and other European countries is
required for the Registrant and its subsidiary's business
activities both foreign and domestic. The services provided are
commercially reasonable, both foreign and domestic, and are in the
best interest of the Registrant and its Subsidiary.
Examination by Independent Auditor included the audit of the
Consolidated Balance Sheets for the two years of American
Industries Ltd. and subsidiary as of March 31, 1997 and 1996, and
the related consolidated statements of income, stockholders equity
and cash flows for each of the three years in the period ended
March 31, 1997.
All of the services rendered by independent accountants and
resident agents are approved by the Board of Directors who
considered the effect on the independence of the foreign auditors
determining that there is no effect on their independence.
Stockholder approval is not required for appointment of accountants
or tax preparers.
No officer of director of Registrant or its Subsidiary, is
affiliated with Sanne & Cie, Thieren Jean P.P.E. or Barry L.
Friedman P.C.
RELATIONSHIP WITH TRANSFER AGENT AND REGISTRANT
From April 10, 1978 through the date hereof, the Board of
Directors of the Company, in accordance with Article II, Section 10
of the Company By-laws, engaged Monroe, Ltd., Transfer Agent and
Registrant (Securities and Exchange Registration No. 84-959) for
the Company. Stockholders approval was not requested or required
for this action.
Monroe Ltd. rents office space, provides consulting and
secretarial services, phone service and other clerical work as
required by the Company and its Subsidiary.
<PAGE> 11
The Chairman of the Board and President of Registrant is also
the Chairman of the Board, President and Stockholder of Monroe Ltd.
The terms of the services provided by Transfer Agent, Monroe, Ltd.,
or consulting, rent or other services, are not more or less
favorable than those which could be obtained from unrelated
parties.
RELATIONSHIP WITH LEGAL COUNSEL
In accordance with Article II, Section 10 of the Company's By-
laws, the Board of Directors appoint legal counsel for the Company
and its Subsidiary. Stockholder approval is not required or
requested for this action. George Carter, Esq. was appointed in
1994 to represent the Company and its Subsidiary in the State of
Nevada Federal Court. In addition to Mr. Carter's legal
profession, Mr. Carter has a degree in accounting, he speaks and
understands the French language as well as other foreign languages,
being able to readily communicate with accountants and foreign
attorneys. Mr. Carter also has security experience that is
beneficial to Registrant and its Subsidiary. Mr. Carter approved
the Company's transactions, preparation of forms for filing with
The Securities and Exchange Commission since 1994 and has assisted
with inquiries from the Securities and Exchange Commission. Mr.
Carter has attended the Annual Stockholders Meetings since 1994.
In 1980 Lawrence A. Merryman, Esq. was appointed as legal
counsel and represented the Company and Subsidiary in Federal and
State of California Courts, Tax Court and Supreme Court as well as
in all other activities of the corporation. Mr. Merryman has been
associated with legal matters pertaining to the California Federal
Court litigations. Mr. Merryman had previously approved the
Company's transactions, preparation of forms for filing with the
Securities and Exchange Commission and over the years assisted with
inquiries from the Securities and Exchange Commission. Mr.
Merryman is currently not available but will assist when requested
and health permitting.
There is no association or relationship between officers or
directors of the Company or its Subsidiary with Legal Counsel other
than by way of appointment.
ANNUAL REPORT
The Annual Report to Stockholders for the fiscal year ended
March 31, 1997 in accordance with the Company's By-laws, Article 1,
Section 1, requiring at least five (5) days written notice
specifying time and place prior to meeting, will be mailed to
stockholders of record together with Proxy material in sufficient
time prior to the Annual Meeting set for September 20, 1997 at
10:00 a.m.
<PAGE> 12
Financial Statements are not a part of the proxy material
however Financial Statements will be available on or before the
Annual Meeting upon request ten (10) days prior to the meeting, or
at the meeting. Additionally, proxy material will be sent at a
later date under separate cover in accordance with By-law proxy
rules governing Registrant, American Industries, Ltd., under The
Securities and Exchange Commission's regulations 14a (6a).
OTHER BUSINESS
Management does not intend to bring any other matters before
the meeting and at the date of mailing this proxy Statement and has
not been informed of any matters that others may bring before the
meeting. However, if any other matters properly come before the
meeting, it is the intention of the persons named in the form of
proxy submitted, to vote such proxy in accordance with their
judgment on such matters.
STOCKHOLDER'S PROPOSALS OF PROXY MATERIAL FOR NEXT YEAR'S
ANNUAL MEETING
Stockholders are requested and urged to submit proposals for
next year's proxy Material on or before June 20, 1997.
STOCKHOLDERS ARE URGED TO DATE, SIGN AND PROMPTLY RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
YOUR COOPERATION WILL BE APPRECIATED. YOUR PROXY WILL BE
VOTED WITH RESPECT TO THE MATTERS IDENTIFIED THEREON IN ACCORDANCE
WITH ANY SPECIFICATIONS ON PROXY.
<PAGE> 13
AMERICAN INDUSTRIES, LTD.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING
TO BE HELD AT 10:00 A.M. SEPTEMBER 20, 1997 AT BANK OF AMERICA PLAZA
SUITE 1111, 300 S. 4th STREET, LAS VEGAS, NEVADA 89101
The undersigned hereby appoints Directors of the Company, Zack C. Monroe,
William E. Powell, Jr., Gordon J. Margulis and George Balis, each or any of
them, proxies to represent the undersigned at the Annual Meeting of the
Stockholders, and at any adjournment thereof, and there at to vote all the
shares of stock which the undersigned would be entitled to vote, with all
the power the undesigned would possess if personally present, with full power
of substitution, upon the following items as set forth in the Notice of
Annual Meeting (to be held September 20, 1997) and Proxy Statement,
(receipt of which is hereby acknowledged) and in their discretion
upon such other matters, if any, as may properly come before the meeting.
SAID PROXIES ARE INSTRUCTED TO VOTE "FOR" OR "AUTHORITY WITHHELD" ON PROPOSAL 1,
AS INDICATED BY THE UNDERSIGNED.(IF NO INDICATION IS GIVEN, PROXY WILL BE VOTED
FOR PROPOSAL 1.)
You are encouraged to voice your preference by marking the appropriate box
below. However, you need not mark the box if you wish to vote in accordance
with management's recommendation; just sign below.
ELECTION OF DIRECTORS
1. Nominees
Zack C. Monroe William E. Powell, Jr.
FOR ( ) WITHHELD ( ) FOR ( ) WITHHELD ( )
Gordon J. Margulis George Balis
FOR ( ) WITHHELD ( ) FOR ( ) WITHHELD ( )
2. Transactions of such other business as might come before the meeting or any
adjournments thereof.
Check here ( ) if you plan to attend the Annual DATED:
Meeting, September 20, 1997, 10:00 a.m.
Number of Shares
Certificate No(s). (Please date and sign)
In case of joint owners, each joint owner should sign.
When signing as Attorney, Executor, Administrator,
Trustee, Guardian, Corporate Officer, etc., give full
title as such.
