DANZAR INVESTMENT GROUP, INC. PROXY
FOR THE HOLDERS OF COMMON SHARES
THIS PROXY IS SOLICITED ON BEHALF OF DANZAR
INVESTMENT GROUP, INC. ANNUAL MEETING TO BE HELD ON
DECEMBER 23, 1996 AT 10:00 A.M.
The undersigned shareholder of Danzar Investment Group, Inc. (the
"Company") hereby appoints Daniel Wettreich, or failing him,
Jeanette P. Fitzgerald as Attorneys and Proxies to vote all the
shares of the undersigned at said Annual Meeting of Stockholders
and at all adjournments thereof, hereby ratifying and confirming
all that said Attorney and Proxies may do or cause to be done by
virtue thereof. The above-named Attorneys and Proxies are
instructed to vote all the undersigned's shares as follows:
1. THE ELECTION OF DIRECTORS:
o For the Election of All Nominees Listed Below
(Except as Marked to the Contrary Below*)
o Withhold Authority to Vote for All Nominees Listed Below
Daniel Wettreich, Jeanette Fitzgerald, and Robert Gregory.
*(Instruction: To withhold authority to vote for an individual
nominee, strike a line through that nominee's name above.)
2. RATIFY THE SELECTION OF AUDITORS FOR APRIL 30, 1997:
To ratify the appointment of Larry O'Donnell, CPA, as
auditors for the fiscal year ended April 30, 1997.
AGAINST o FOR o ABSTAIN o
3. APPROVAL OF THE AMENDMENT OF THE ARTICLES OF INCORPORATION
CHANGING THE
NAME OF THE CORPORATION:
To approve the change in the name of the Corporation to
Alexander Mark (USA), Inc.
AGAINST o FOR o ABSTAIN o
4. APPROVAL OF A 1 FOR 100 COMMON SHARES REVERSE :
To reduce the number of shares outstanding and provide for
additional shares to be issued.
AGAINST o FOR o ABSTAIN o
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN PROPOSAL 1 AND
FOR PROPOSAL 2, and 3.
Dated this _______ day of ______________, 1996
______________________________________________
Signature of Shareholder
______________________________________________
Signature of Shareholder
______________________________________________
Please Print Name
______________________________________________
Please Print Name
Please date and sign exactly as your name or names appear on
your stock certificate. Joint owners should each sign
personally. If signing in any
fiduciary or representative capacity, give full title as such
and provide authorization. For shares held by a
corporation, please affix its corporate
seal.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE.
<PAGE>
DANZAR INVESTMENT GROUP, INC.
Camelot
Place
17770
Preston
Road
Dallas,
Texas
75252
NOTICE OF MEETING OF
SHAREHOLDERS
To be Held On December
23, 1996
Notice is hereby given that the Annual Meeting of Shareholders of
Danzar Investment Group, Inc. (the "Company") will be held at the
offices of the Company on the 23rd of December at 10:00 a.m., local
time, for the following purposes:
(1) To elect three directors;
(2) To ratify the appointment of auditors for the fiscal year ended
April
30, 1997.
(3) To approve the amendment of the articles of incorporation to change
the
Company's name to Alexander Mark (USA) Inc..
(4) To approve a 1 for 100 reverse stock split to reduce the
number of common shares outstanding and allow for additional
shares to be issued.
(5) To transact such other business as may properly come before
the meeting or any adjournment(s) thereof.
The accompanying Proxy Statement contains information regarding, and a
more
complete description of, the items of business to be considered at the
meeting.
Only shareholders of record at the close of business on December 12,
1996
are entitled to notice of, and to vote at, the Meeting of Shareholders
and any adjournment(s) thereof.
You are cordially invited to attend the meeting, but if you are unable
to
do so, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED SELF ADDRESSED ENVELOPE. If you attend the
meeting, you may vote in person if you wish, whether or not you have
returned the proxy. In any event, a proxy may be revoked at any time
before it is exercised.
By Order of the Board of Directors
Jeanette Fitzgerald
Corporate Secretary
Dallas, Texas
December 12, 1996
<PAGE>
DANZAR INVESTMENT
GROUP,
INC.
Camelot
Place
17770
Preston Road
Dallas,
Texas 75252
PROXY
STATEMENT
for
ANNUAL MEETING OF
SHAREHOLDERS To
be Held December
23, 1996
This Proxy Statement is sent to shareholders
of Danzar Investment Group, Inc. (the "Company"),
in connection with the solicitation of proxies by
the Board of Directors of the Company for use at
the Annual Meeting of Shareholders of the Company to
be held on December 23, 1996 at 10:00 a.m., local
time at the
offices of the Company any adjournment(s)
thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of
Shareholders. Solicitation of proxies may be made in
person or by mail, telephone or telegraph by
directors, officers, and regular employees of the
Company. The major shareholder of the Company has
enough votes to approve all transactions to be voted
on at this meeting and has indicated he will
vote for the directors and approve all
proposals. The Company will also request
banking institutions, brokerage firms,
custodians, nominees, and fiduciaries to forward
solicitation materials to the beneficial owners
of common stock of the Company held of record by
such persons, and the Company will reimburse the
forwarding expenses. The cost of solicitation of
proxies will be paid by the Company. This Proxy
Statement and the enclosed proxy are first being
sent to shareholders of Danzar Investment Group, Inc.
on or about December 12,1996.
Pursuant to the Private Securities Litigation Reform
Act of 1995 the Company, in addition to
historical information, certain information within
this proxy statement contains forward looking
statements. These statements are subject to certain
risks and uncertainties that could cause actual
results to differ materially from those set
forth including but not limited to competition
among employers for appropriate personnel, Camelot's
dependence on outside suppliers and the need to go
to outside consulting sources, the continued
ability to create and /or acquire products that
customers will accept; the impact of competition
and changing competitors; the changing nature of
regulations and the manner in which they are
interpreted; and pricing pressures in addition
to normal economic and world factors beyond the
control of the Company.
REVOCATION OF PROXIES
Any Shareholders returning the accompanying proxy
may revoke such proxy at any time prior to its
exercise (a) by giving written notice to the
Corporate Secretary of the Company of such
revocation prior to its use, (b) by voting in
person at the
meeting, or (c) by executing and filing with
the Corporate Secretary of the Company a later dated
proxy.
OUTSTANDING STOCK AND CERTAIN SHAREHOLDERS
The voting securities of the Company are shares of
its common stock, $0.002 stated value("Common
Stock"), each share of which entitles the holder
to one vote at the Annual Meeting of
Shareholders and any adjournment(s) thereof. At
December 2, 1996 there were outstanding and entitled
to vote 74,940,317 shares of Common Stock. Only
shareholders of record at the close of business
on December 12, 1996, are entitled to notice of, and
to vote at, the Annual Meeting of
Shareholders and any adjournment(s) thereof.
The following table shows the amount of common
stock, no par value, ($.002 stated value), owned as
of December 2, 1996 by each person known to own
beneficially more than five percent (5%) of the
outstanding common stock of the Registrant, by each
director, and by all officers and directors as a
group (3 persons). Each individual has sole voting
power and sole investment power with respect to the
shares beneficially owned.
<TABLE>
<S> <C>
<C>
Name and Address of Amount and
Nature of
Percent
Beneficial Owner Beneficial
Ownership of
Class
Daniel Wettreich
8,000,000 (1)
10.67%
17770 Preston Road
Dallas, Texas 75252
Jeanette Fitzgerald
1,379,091
1.84%
17770 Preston Road
Dallas, TX 75252
All Officers and Directors
9,379,091 (1)
12.51%
as a group (3 persons)
Mick Y. Wettreich, 64,900,000
86.6% 34 Monarch Court
Lyttleton Road
London, England
N20RA
</TABLE>
(1) 8,000,000 of these shares are in the name of
Zara
Wettreich the wife of Mr. Wettreich, as her
separate property. Mr. Wettreich has disclaimed all
beneficial interest in such shares.
.
At April 30, 1995, and 1994, companies
associated with a director and officer of the
Company had advanced to the Company $300 and
$9,000 respectively payable on demand and
interest free. For the years ended April 30,
1995 and 1994, the Company incurred stock
transfer fees to a company associated with the
President of the Company in the amounts of
$2,921 and $2,938 respectively.
Since the beginning of the registrant's last
fiscal year, there have been no material
transactions between the registrant and its
management and/or 5% or greater security
holders. Nor have there been any material
revenue impacting relationships.
On March 15, 1994, Registrant issued 64,900,000
shares of common stock to the brother of the
President. This resulted in a change of
control.
ELECTION OF DIRECTORS
The Company's Bylaws provide for a Board of
Directors consisting of at least three directors.
The persons named in the enclosed form of Proxy will
vote the shares represented by such Proxy for the
election of the three nominees for directors named
below. If at the time of the meeting, any of these
nominees shall have become unavailable for any
reason, which event is not expected to occur, the
persons entitled to vote the Proxy will vote for such
substitute nominee or nominees, if any, as they
determine in their discretion. If elected, the
nominees for director will hold office until the next
annual meeting of shareholders, or until their
successors are elected and qualified. The executive
officers of the Company are elected annually at the
first meeting of the Company's Board of Directors
held after each annual meeting of shareholders. Each
executive officer will hold office until their
successor is elected and qualified or until their
death or resignation or until they shall have been
removed in the manner provided by the Company's
Bylaws. The nominees for directors and officers,
each of whom has consented to be a director if
elected are as follows:
<PAGE>
<TABLE>
Name Age Position Period
Served Term Expires
<S> <C> <C> <C> <C>
Daniel Wettreich 45 Chairman and January 1985
Next
President, Annual
Treasurer, Meeting
Director
Jeanette P. Fitzgerald 35 Vice
President and May 1989 Next
General Counsel, Annual
Secretary, Meeting
Director
Robert B Gregory 49 Director None NA
</TABLE>
Daniel Wettreich
Daniel Wettreich is President, Treasurer and
Director of the Company since January 1985. Since
September 1988, he has been the Chief Executive
Officer, President and Director of Camelot
Corporation(1), a NASDAQ listed public company
in CD-ROM software. Since 1981, he has been the
President and Director of Wettreich Financial
Consultants, Inc., a financial consulting company.
He is the President and a Director of Forme
Capital, Inc. since December 1986, a real estate
company. Additionally, he currently holds directors
positions in the following public companies
Malex, Inc., Adina, Inc., and Tussik, Inc., which
are dormant companies seeking merger opportunities.
In July 1993, he was appointed a Director of
Goldstar Video Corporation(2) following an
investment by Camelot. From January 1985 to
February 1988 he was a founding director of
Phoenix Network, Inc., a public telecommunications
company listed on the American Stock Exchange.
Mr. Wettreich has a Bachelor of Arts in
Business Administration from the University of
Westminister, London, England.
Jeanette P. Fitzgerald
Jeanette Fitzgerald is the Secretary and a
Director since May 1989. She is a member of the
State Bar of Texas and the Business Law and Oil,
Gas and Mineral Law sections. She is also the
Corporate Secretary and Director of Wettreich
Financial Consultants, Inc. She is a director of
Forme Capital, Inc., a real estate company
since December, 1988. She is also Vice President
and General Counsel and a Director of Camelot
Corporation(1). Further, she is a Director of
Tussik, Inc., Malex, Inc., and Adina, Inc., which
are public companies. In July 1993, she was
appointed a Director of Goldstar Video
Corporation(2) following an investment by Camelot.
She graduated from Texas Tech University School
of Law receiving both a Doctorate of
Jurisprudence and a Masters of Business
Administration in May 1986. Previous to that, she
graduated from the University of Michigan with
a Bachelors of Business
Administration in December 1982.
Robert B. Gregory
Robert Gregory is the Vice President of
Finance for Camelot Corporation since July 1996.
He was previously Director of Finance of Jenkens &
Gilchrist, one of Texas's largest law firms, prior
to which he was controller of Memorex Telex
Corporation, a manufacturer of computer equipment.
Previously, from 1985 he was controller of the
communications division of Electronic Data Systems,
an international provider of information technology.
In addition to being a Certified Public Accountant,
he has an MBA from Creighton University and a BS
in Accounting from the University of Nebraska.
(1) A subsidiary, Camelot Entertainment, Inc.,
filed Chapter 7 liquidation in January 1995.
(2) Goldstar Video filed for protection from
creditors pursuant to Chapter 11 in October
1993, and has converted to a liquidation
proceeding.
DIRECTORS MEETING
During the fiscal year ending April 30, 1996, the
Company had one (1) directors meetings. Company has no
standing nominating or compensation committee.
MANAGEMENT REMUNERATION
The following table lists all cash compensation
exceeding
$100,000 paid to Company's executive officers for
services rendered in all capacities during the fiscal
year ended April 30, 1996. No bonuses were granted
to any officer, nor was any
compensation deferred.
SUMMARY COMPENSATION TABLE
<TABLE>
<S> <C> <C> <C> <C>
Annual Compensation Long-Term
Compensation
Award Payouts
s
<S> <C> <C> <C> <C> <C> <C>
<C> <C>
Restr
Name and Pri Other icted Optio
LTI All
ncipal Yea Salar Bonu Annual Stock ns/
P Other
Position r y s Compe Award SARs
Pay Compens
nsation (s)
out ation
s
199 - - - - -
- -
Daniel 4 - - - - -
- - -
Wettreich 199 - - - - -
- -
Chairman and 5 -
President 199
Treasurer 6 -
Jeanette P. 199 - - - - -
- -
Fitzgerald 4 - - - - -
- - -
Vice 199 - - - - - -
President, 5 -
General 199
Counsel and 6 -
Secretary
</TABLE>
Directors of the Company receive no salary
for their
services as such, but are reimbursed for
reasonable expenses
incurred in attending meetings of the Board of
Directors.
Company has no compensatory plans or
arrangements whereby any executive officer would
receive payments from the Company or a third party
upon his resignation, retirement or termination of
employment, or from a change in control of Company or
a change in the officer's responsibilities following
a change in control .
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's executive officers,
directors, and persons who
beneficially own more than 10% of the Company's
Common Stock to file initial reports of ownership
and reports of changes in ownership with the
Securities and Exchange Commission ("SEC"). Such
persons are required by SEC regulations to
furnish the Company with copies of all Section
16(a) forms filed by such person.
Based solely on the Company's review of such forms
furnished to the Company and written
representations from certain reporting persons,
the Company believe that all filing
requirements applicable to the Company's executive
officers, director, and more than 10% stockholders
were complied with.
SHAREHOLDER PROPOSALS
According to Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, a shareholder may
require that certain proposals suggested by the
shareholders be voted upon at a shareholders
meeting. Information concerning such proposal may
be submitted to the Company for inclusion in the
Company's Proxy Statement. Such proposals must be
submitted to the Company before Julne 28, 1997
for consideration at the 1997 shareholders meeting.
MANAGEMENT PROPOSAL I
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDED APRIL 30, 1997
The following resolution will be offered by
Management pursuant to the Board of Directors
resolutions at the meeting:
RESOLVED, that the appointment by the Board of
Directors of Larry O`Donnell, as independent
auditors of the Company for the year ending April
30, 1997 is hereby approved.
It is not intended that a representative of
Larry O'Donnell will be present at the meeting or be
available for questions.
During the previous two years, there were no
disagreements between the Company and the previous
auditors regarding a policy or disclosure.
Neither this accountant nor any accountant for
the past two years has rendered an audit opinion
containing an adverse opinion or a disclaimer of
opinion or were any of the opinions qualified or
modified as to uncertainty, audit scope or
accounting principles.
MANAGEMENT PROPOSAL II
APPROVAL OF THE AMENDMENT OF THE ARTICLES OF
INCORPORATION TO CH ANGE THE NAME OF THE COMPANY
The following resolution will be offered by
Management pursuant to the Board of Directors
resolutions at the meeting:
"RESOLVED, that the Articles of Incorporation
shall be amended as set out below to change the
name of the Company to Alexander
Mark (USA), Inc.
ARTICLE I
The name of the Company shall be amended from
Danzar Investment Group, Inc. to
Alexander Mark (USA), Inc. "
MANAGEMENT PROPOSAL III
APPROVE A 1 FOR 100 REVERSE STOCK SPLIT TO INCREASE
THE NUMBER OF SHARES AVAILABLE FOR FURTHER ISSUANCE
The following resolution will be offered by
Management pursuant
to the Board of Directors resolutions at the meeting:
"RESOLVED, that a 1 for 100 reverse stock
split shall be
effected on all the outstanding shares of the
Company with no effect on the authorized shares."
The board has determined that in order to best
provide value to the shareholders of the
Company, acquisitions of ongoing businesses
should be considered. Acquisitions may entail the
issuance of new shares in the Company. The board
has therefore determined that the number of
outstanding shares shall be reduced without
adjusting the authorized share value. Upon passage
of this resolution new certificates will be prepared
and mailed to all shareholders. The old
certificates in the name of Danzar Investment
Group Inc. will be considered null and void.
SHAREHOLDER APPROVAL
Shareholders, representing a majority of those common
shares out standing, and eligible to vote must
return proxies to constitute a quorum, including
abstentions. The major shareholder, Mick Y.
Wettreich, has already expressed his approval and
intention to vote for the above resolution and the
slate of directors. His
vote will be sufficient to create a quorum and
approve the actions without any further vote of any
shareholder. A majority of those shares
constituting the quorum eligible to vote is
required for approval of Management Proposal I, II
and III and the election of directors.
OTHER BUSINESS
The Board of Directors of the Company does not
know of any other business to be presented at the
Annual Meeting. If any other matters are properly
brought before the meeting, however, it is intended
that the persons named in the accompanying form of
proxy will vote such proxy in accordance with
their best
judgment.
By order of the Board
of Directors
Jeanette P. Fitzgerald
Corpora
te
Secreta
ry
Dallas,
Texas
Decembe
r 12,
1996
