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 Investments (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.
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 Investments (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
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.
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
(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:
Name Age Position Period Served Term
Expires
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 Gregory 49 Director None NA
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 the
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
no (0) 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.
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
Compensation
Award Payouts
s
/s/
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
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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 June 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 Investment (USA).
ARTICLE I
The name of the Company shall be amended from Danzar Investment
Group, Inc. to
Alexander Mark Investment (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 all mailed to
all shareholders. The old certificates in the name of Danzar
Investment Group Inc. will be considered and 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
Corporate Secretary
Dallas, Texas
December 12, 1996
