SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S240.14a-11(c) or 240.14a-12
EQUITY AU, INC.
(Name of Registrant as Specified In Its Charter)
Charles Jones, President
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(4), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies: ................................................
2) Aggregate number of securities to which transaction
applies: ................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: ............
4) Proposed maximum aggregate value of transaction: ..........
.............................................................
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid: ..................................
2) Form, Schedule or Registration Statement No.: ............
3) Filing Party: ............................................
4) Date Filed: ..............................................
<PAGE>
EQUITY AU, INC.
SHAREHOLDER INFORMATION STATEMENT
AND PROXY
Item 1. Date, Time and Place Information.
The annual shareholders meeting of Equity AU, Inc. (the
"Registrant" and/or the "Company") will be held at the Mena,
Arkansas facilities of the Company, located at 119 Gold Lane, Mena,
Arkansas 71953 on Thursday, December 12, 1996 at 10:00 AM local
time. The purpose of the meeting is to elect the Board of
Directors of the Company and conduct such other business as
described herein or as may properly come before the meeting.
The principal office of the Company is located at:
119 Gold Lane
Mena, Arkansas 71953
This Information Statement was mailed to all shareholders of
record of September 25, 1996, on or before November 1, 1996.
Item 2. Revocability of Proxy.
All proxies hereby tendered hereby shall be considered to be
irrevocable unless the shareholder shall cause a proxy of a
subsequent date to be received by the President of the Company ten
(10) days prior to the annual shareholders meeting.
Item 3. Dissenter's Rights of Appraisal.
No shareholder proposals to be presented for action at the
annual meeting have been received by the Company.
Any shareholder proposals intended to be presented at the next
annual meeting of the Company, which is tentatively scheduled for
December 12, 1997, must be received by the Company at least 60 days
prior to the release of the Information Statement for the 1997
annual shareholders meeting. The Company anticipates releasing the
1995 Information Statement on approximately November 1, 1997.
Any shareholder's failure to vote against a proposal will
constitute a waiver of their appraisal or similar rights. Any vote
against a proposal will be deemed to satisfy and notice
requirements with respect to appraisal rights.
<PAGE>
Item 4. Persons Making the Solicitation.
This Proxy is solicited by the Board of Directors on behalf of
the Registrant and Company, Equity AU, Inc. The entire cost of
this Proxy shall be borne by the Registrant.
Item 5. Interest of Certain Persons in Matters to be Acted Upon.
No security holder is considered to hold any specific interest
or beneficial position with respect to the solicitation of this
Proxy or any matters to be considered herein.
Item 6. Voting Securities and Principal Holders Thereof.
Several significant changes in management and control of the
Registrant have occurred during the last two fiscal years of 1995
and 1996.
In February of 1995, Chairman James Arch reached an agreement
with a shareholder and investor, Stephen Guarino, to invest
significant equity capital into the Registrant. Mr. Arch granted
full management and financial control to Mr. Guarino, the current
President Kingman L. Hitz resigned, and all operations of the
Registrant were moved to Mena, Arkansas. Director Gail W.
Holderman resigned shortly thereafter. Mr. Guarino was appointed
with the official title of President in May of 1995, and was also
appointed as a director, along with William Hanlon and Roger
Tichenor. Kingman Hitz had not received notice of any meetings and
subsequently resigned as a director in July of 1995.
In June of 1996, Mr. Guarino, Mr. Hanlon, and Mr. Tichenor
resigned all of their positions with the Registrant, and James Arch
entered into agreements with Mr. Guarino and Mr. Tichenor to
purchase all of the shares which had been previously issued to them
by the Registrant. Also in June 1996, Charles Jones was appointed
as the Registrant's new President, Secretary and Treasurer.
Shareholders of record September 25, 1996 shall be entitled to
vote at the meeting of shareholders to be held on December 12,
1996. According to the records of its transfer agent, as of
September 25, 1996 there were 90,283,000 shares of Class A Common
Stock of the Registrant outstanding, which were held by
approximately 746 shareholders (does not include individuals having
shares held in "street name" by brokerage firms) and each share is
entitled to one vote to elect one director. There are 100,000
shares of Class B Common Stock which are held by the common law
business trust, Calistro and Peters, James Arch - Manager, entitled
to elect two directors.
The Board of Directors will be elected by a majority vote of
the shares present at the shareholders meeting in person or by
proxy.
<PAGE>
<TABLE>
Set forth below is the direct ownership of the Registrant's
Class A and Class B common voting stock by management and any owner
of 5% or more of the common stock of Registrant as of the record
date herein:
<CAPTION>
CLASS B - COMMON STOCK
<S> <C> <C> <C>
Title of Name and address Amount of shares % of class
of owner owned
Common Calistro and Peters 100,000 100.0
James Arch, Manager
P.O. Box 940037
Maitland, FL 32794
Common All Officers and Directors 100,000 100.0
as a Group
</TABLE>
<TABLE>
<CAPTION>
CLASS A - COMMON STOCK
<S> <C> <C> <C>
Title of: Name and address Amount of shares % of class
of owner owned 1/ 3/4
Common Bruce R. Beckman 100,010 0.1
Director
16574 Glenwood
Stillwell KS 66085
Common Charles Jones 333,000 0.4
President
P.O. Box 1201
Lake Dallas, TX 75065
Common Calistro and Peters 6,603,700 /2 7.0
James Arch, Manager
P.O. Box 940037
Maitland, FL 32794
Common James Arch 25,101,054 /2 28.0
Director and Chairman of Board
P.O. Box 940037
Maitland, FL 32794
Common Arch Family Ltd. Partnership 811,429 /2 .9
P.O. Box 940037
Maitland, FL 32794
Common James Arch Trust dtd. 7/31/91 547,507 /2 .6
P.O. Box 940037
Maitland, FL 32794
Common All Officers, Directors 33,496,700 37.0
and Affiliates as a Group
</TABLE>
1/ Giving effect to a 2 for 3 reverse split of the shares of
the Registrant authorized by the Board of Directors on February 14,
1989.
2/ Entities either owned or controlled by Mr. Arch.
3/ According to a report from the Registrant's transfer
agent, there are now approximately 90,283,000 class A common shares
issued and outstanding as of the September 25, 1996 record date.
4/ Percentage ownership is approximate to the nearest one-tenth of one
percent.
<PAGE>
Item 7. Directors and Executive Officers.
The following persons will stand for election as Directors of
the Registrant under provision of its Class "B" Common Stock at the
annual meeting of shareholders:
James Arch, Charles Jones
James Arch (72) is Chairman of the Board of Directors. Mr.
Arch has a respected 40 year business background as an educator and
public speaker. He currently conducts seminars for banks,
corporations, associations, and conventions to motivate, develop
and train people to achieve greater business success. His long
list of clients has included 20 years with the Professional Golfers
Association (PGA) and 12 years for the Professional Bowlers
Association (PBA).
Mr. Arch serves on the boards of several cellular and wireless
cable companies, and is President of his own corporation marketing
attitude development programs designed to help business and
individuals achieve greater growth and financial success.
Mr. Arch was born and educated in England, is a graduate of
NorthWestern College, and has served as an officer in the British
Merchant Navy and the Royal Air Force. He became an American
citizen in 1954.
Charles Jones (62) was appointed as President of Equity AU in
June of 1996. He has previously performed work for the Registrant
from 1987 to 1992 as a pilot, and in various capacities involved
with sales and public relations. Since that time, through June of
1996, he has been the Vice President of Marketing for United Fire
Technology, Inc., a public company ("UFTC"), and its predecessor,
Pyrotec, Inc.
Mr. Jones has an extensive prior business background as the
owner of Kodiak Energy, Kodiak Exploration, and Kodiak Securities.
He has served for 13 years in the military, and in the 485th
Communication Squadron earned a presidential citation for
outstanding performance.
Mr. Jones attended Capitol Electrical Engineering Institute in
Washington, DC from 1956 through 1960, and the United States Air
Force management school in 1964, where he received an academic
achievement award for the highest score.
He is currently the owner of an auto racing team, and enjoys
flying, hunting and fishing.
__________
<PAGE>
The following person will stand for election to the Board of
Directors of the Registrant by Class A shareholders at the annual
meeting of shareholders:
Bruce R. Beckman
Bruce R. Beckman (42) is a member of the Equity AU, Inc. board
of directors. He is Superintendent of Operations for the LaCygne
Station of Kansas City Power & Light.
He has held various engineering and management positions with
Kansas City Power & Light since 1974. He has served as Plant
Maintenance Engineer, Air Quality Control Engineer, Superintendent
of Reliability Problems and Superintendent of Central Maintenance.
Mr. Beckman is a member of the Association of Professional
Engineers and is certified as a chief engineer by the National
Institute for Uniform Licensing of Power Engineers. He is also a
commissioned examining engineer, and a technical instructor.
He graduated with a Bachelor of Science degree in mechanical
engineering from Southern Illinois University in 1974, where he
specialized in powerplant theory and design. Mr. Beckman graduated
with a Masters of Business Administration degree from Avila College
in Kansas City, Missouri.
Item 8. Compensation of Directors and Executive Officers.
(TABLE>
The anticipated remuneration of the most highly compensated
executive officers or directors of the Registrant and its
subsidiaries, for services to be rendered in all capacities, and to
all Subsidiaries, during the year September 25, 1996 to September
25, 1997, is as follows:
[CAPTION]
COMPENSATION
[S] [C] [C]
(1),(2)
Name: Capacities: Total Remuneration:
James Arch Chairman of the Board
Director 0.
Charles Jones President, Secretary
Director $72,000.
Bruce R. Beckman Director 0.
All Directors and Officers as a group: $72,000.
[/TABLE]
(1) Does not include bonuses, reimbursements, other personal
benefits or securities which may be issued or paid as part of
Management's remuneration. Bonuses and additional compensation,
may be paid based upon the achievement of goals as specified by the
Board of Directors, and is not subject to quantification at this
time.
(2) The Registrant does not presently anticipate paying a fee to
its directors for their attendance at Board meetings during the
next year.
<PAGE>
Item 9. Independent Public Accountants.
Management selected J.S. Osborn, CPA, to audit the
Registrant's 12/31/95 financial statements. Mr. Osborn also
audited the financial statements for 1994, 1993, and 1992. Mr.
Osborn or a representative will not be able to be present at the
annual meeting on December 12, 1996.
Item 12. Modification or Exchange of Securities.
The Registrant is proposing to "reverse split" (exchange), one
hundred (100) shares of its currently outstanding Class A common
shares, for one (1) new share.
The board of directors recommends the proposal, first, because
almost all of its currently authorized Class A common voting shares
have been issued, and the Registrant is severely handicapped in its
ability to negotiate future expansion, partnership, or joint
venture terms to facilitate its very survival, let alone growth.
Further, it is believed that under the current quantity and price
circumstances, the Registrant's Class A common shares would not
receive either the support or interest of sponsoring stock
broker/dealers to resume its public trading, or to assume market-making
positions.
The Registrant does not currently have any outstanding stock
options, warrants, or dividends payable which would be affected in
any manner what-so-ever by the approval of the reverse split.
Item 13. Financial and Other Information.
The Registrant herein incorporates the 1995 Form 10-K, and
Form 10Q for the period ended June 30, 1996 included by reference,
along with the information contained herein this Proxy.
In July of 1996, the Registrant consented to a judgement
obtained by the United States Securities and Exchange Commission
which required the Registrant to bring its delinquent reporting
current by August 13, 1996, which was complied with, and further
permanently enjoined the Registrant from any failure to file
required reports in a timely manner in the future.
The Registrant has re-opened its milling facilities in
Arkansas, which had been closed in mid 1995. As of the record
date, it has been producing and has sold a small quantity of gold
obtained from two tons of ore. The Registrant is continuing
production and efforts to increase its capacities.
<PAGE>
Item 19. Amendment of Charter, Bylaws, or Other Documents.
The Registrant proposes that a majority of its shareholders
vote to approve a resolution giving the Board of Directors the
authorization to institute an incorporation in the State of Nevada,
if the Board of Directors should finally determine at a time in the
future, in its discretion, that such incorporation and change from
the current State of Delaware would be in the Registrant's best
interests when considering matters of franchise or other taxes and
business regulatory fees.
Item 21. Vote Required for Approval.
As to the matters which are submitted to the vote of the
security holders, the vote authorize a change in the state of
incorporation of the Registrant to the State of Nevada, and reverse
split the Class A common shares 100 to 1, shall require a majority
vote of all of the 90,283,000 outstanding Class A common shares of
record on the record date (at least 45,141,501), while election of
directors by either Class A or Class B security holders shall
require only a majority vote of the number of shares actually voted
in person or by Proxy.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
OF EQUITY AU, INC.
ANNUAL MEETING OF SHAREHOLDERS, DECEMBER 12, 1996
The undersigned hereby appoints Charles Jones, President of
the Company, as the proxy and attorney-in-fact of the undersigned,
with full power of substitution, for and in the name of the
undersigned, to attend the Annual Meeting of Shareholders of Equity
AU, Inc., to be held at 119 Gold Lane, Mena, Arkansas 71953, on
December 12, 1996 at 10:00 AM Mena Arkansas time, and at any and
all adjournments thereof, and to vote thereat the number of Class
A Common shares which the undersigned would be entitled to vote if
then personally present:
1. Election of Directors as submitted:
For Against Abstain
Bruce R. Beckman O O O
2. Reverse split of Class A Common shares 100 to 1:
For Against Abstain
O O O
3. Authorize incorporation in the State of Nevada:
For Against Abstain
O O O
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED
ABOVE. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR
ITEMS 1, 2, and 3.
The undersigned hereby revokes any proxy or proxies to vote
heretofore given by the undersigned to any persons with respect to
such shares.
Dated: , 1996
Signature of Shareholder Signature of Shareholder
Printed Name Printed Name
PLEASE SIGN AS YOUR NAME APPEARS ON YOUR STOCK CERTIFICATE, DATE
AND RETURN PROXY TO:
EQUITY AU, INC.
119 Gold Lane
Mena, Arkansas 71953
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
OF
EQUITY AU, INC.
ANNUAL MEETING OF SHAREHOLDERS, DECEMBER 12, 1996
The undersigned hereby appoints Charles Jones, President of
the Company, as the proxy and attorney-in-fact of the undersigned,
with full power of substitution, for and in the name of the
undersigned, to attend the Annual Meeting of Shareholders of Equity
AU, Inc., to be held at 119 Gold Lane, Mena, Arkansas 71953, on
December 12, 1996 at 10:00 AM Mena Arkansas time, and at any and
all adjournments thereof, and to vote thereat the number of Class
B Common shares which the undersigned would be entitled to vote if
then personally present:
1. Election of Directors as submitted:
For Against Abstain
James Arch O O O
Charles Jones O O O
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED
ABOVE. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR
ITEM 1.
The undersigned hereby revokes any proxy or proxies to vote
heretofore given by the undersigned to any persons with respect to
such shares.
Dated: , 1996
Signature of Shareholder
James Arch for Calistro & Peters
Printed Name
PLEASE SIGN AS YOUR NAME APPEARS ON YOUR STOCK CERTIFICATE, DATE
AND RETURN PROXY TO:
EQUITY AU, INC.
119 Gold Lane
Mena, Arkansas 71953
