SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] 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
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, to approve a one hundred (100) down to
one (1) "reverse split" of the Company's outstanding Class A Common
shares, and to conduct such other business 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 distributed to all shareholders
or their named beneficiaries of record as of September 25, 1996, on
or before November 7, 1996.
SHAREHOLDER PROPOSALS
No shareholder proposals to be presented for action at this
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
1997 Information Statement on approximately November 1, 1997.
<PAGE>
ELECTION OF DIRECTORS
The following persons will stand for election as Directors of
the Company 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 Company 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.
<PAGE>
REVERSE SPLIT OF CLASS A COMMON SHARES
The Company is proposing to "reverse split" (exchange), one
hundred (100) shares of its currently outstanding Class A Common
shares, for one (1) new share. The number of authorized Class A
Common shares will remain at 99,900,000.
The effect of such a reverse split, will be to reduce the
issued and outstanding number of shares from approximately
90,283,000 to approximately 902,830. This means an additional
98,997,170 shares may be issued in the future; which, in the event
such maximum issue should occur, would reduce the then existing
902,830 share percentage ownership of the Company to approximately
1%.
The potential disadvantage of such an action to all the
shareholders of this Class, including management's holdings, will
be that existing shareholders will be subject to substantial future
dilution of their interests, in the event that additional shares
are subsequently issued, which is almost a certainty if the Company
is to continue operations and have opportunity for expansion.
Despite the likely negative effect of such a large reverse
split, the board of directors strongly recommends approval of the
proposal for the following reasons: First, because almost all of
its currently authorized Class A common voting shares have been
issued, the Company is severely handicapped in its ability to use
equity ownership to negotiate future expansion, partnership, or
joint venture terms to facilitate its very survival, let alone
growth. It should be noted, however, that there are no outstanding
material offers, either extended or received by the Company, at the
present time. Second, it is believed that because of the large
number of shares already outstanding, and the negligible current
value of these shares, the Company's Class A Common shares would
not receive either the support or interest of sponsoring market-makers, or other
brokers, to resume public trading at some date in
the future.
The Company does not currently have any outstanding Class A
Common stock options, or warrants, which would be affected by
approval of the reverse split.
Additionally, if the reverse split is adopted, there will be
no effect on the voting rights of either the Class A or Class B
Common shareholders. The Class B Common shareholders will still
hold the right to elect a majority of the Company's Board of
Directors.
<PAGE>
CERTAIN TRANSACTIONS AND EVENTS
Several significant changes in management and control of the
Company 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 Company. Mr. Arch thereafter
granted full management and financial control to Mr. Guarino. The
then current President, Kingman L. Hitz resigned, and all
operations 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 Company, and James Arch
entered into agreements with Mr. Guarino and Mr. Tichenor to
purchase all of the Class A Common shares which had been previously
issued to them. Also in June 1996, Charles Jones was appointed as
the Company's new President, Secretary and Treasurer.
The Company 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 Company is continuing production and efforts
to increase its capacities.
LEGAL PROCEEDINGS
In July of 1996, the Company consented to a judgement obtained
by the United States Securities and Exchange Commission which
required the Company to bring its delinquent reporting current by
August 13, 1996, which was complied with, and further permanently
enjoined the Company from any failure to file required reports in
a timely manner in the future.
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.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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 Company 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.
Set forth below is the direct ownership of the Company's Class
A and Class B common voting stock by management and any owner of 5%
or more of the common stock of the Company as of the record date
herein:
<TABLE>
<CAPTION>
CLASS B - COMMON STOCK
Title of Name and address Amount of shares % of class
of owner owned
<S> <C> <C> <C>
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>
<PAGE>
<TABLE>
<CAPTION>
CLASS A - COMMON STOCK
Title of: Name and address Amount of shares % of class
of owner owned 1/ 3/4
<S> <C> <C> <C>
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>
<TABLE>
<CAPTION>
EXECUTIVE COMPENSATION
The anticipated remuneration of the most highly compensated
executive officers or directors of the Company 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:
(1),(2)
Name: Capacities: Total Remuneration:
<S> <C> <C>
James Arch Chairman of the Board
Director 0.
Charles Jones President, Secretary
Director $72,000.
Bruce R. Beckman Director 0.
</TABLE>
All Directors and Officers as a group: $72,000.
(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 Company does not presently anticipate paying a fee to its
directors for their attendance at Board meetings during the next
year.
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.
OTHER INFORMATION
The Company herein incorporates the 1995 Form 10K, and Form
10Q for the period ended September 30, 1996 included by reference,
and distributed with the information contained herein this Proxy.
VOTE REQUIRED FOR APPROVAL
As to the matters which are submitted to the vote of the
security holders, the vote to authorize a reverse split of 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 the
respective directors by either Class A or Class B Common
shareholders 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
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 AND 2.
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
