<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. N/A)
Filed by the registrant XX
Filed by a party other than the registrant
Check the appropriate box:
XX Preliminary proxy statement
Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
(Name of Registrant as Specified in Its Charter)
TERRY L. YOUNG ON BEHALF OF THE BOARD OF DIRECTORS
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
XX $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 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 14-a6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction
applies:____________________________
(2) Aggregate number of securities to which transactions
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: N/A
(2) Form, schedule or registration statement no: N/A
(3) Filing party: N/A
(4) Date filed: N/A
<PAGE> 2
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
________________
The annual meeting of the shareholders of American Absorbents Natural
Products, Inc., a Utah Corporation, will be held, in accordance with the
bylaws of the Company, at its offices at 3800 Hudson Bend Road, Suite #300,
Austin, Texas, on Wednesday, June 11, 1997, at 10:00 A.M. Central Standard
Time for the following purposes:
1. To elect three directors;
2. To receive the reports of officers (without taking any
action thereon);
3. To ratify and approve the appointment of Orton & Company
as independent certified public accountants for the Company;
4. To ratify and approve transactions with Austin Young, Inc.
including the borrowing of working capital funds, use of
assets as collateral, and office/equipment leases; and,
5. To transact such other business as may properly come
before the meeting.
Only holders of common stock of record on the books of the company at the
close of business on March 31, 1997, will be entitled to notice of and to vote
at the annual meeting of shareholders and any adjournment or adjournments or
postponement or postponements thereof. A list of shareholders entitled to
vote at the annual meeting of shareholders will be kept on file at the offices
of the Company at least ten days prior to the annual meeting of shareholders
and may be reviewed by any shareholder during regular business hours.
The enclosed proxy, which is being solicited on behalf of the Board of
Directors of the Company, should be completed, dated, signed and returned
promptly to assure that your vote will be included.
YOU MAY, OF COURSE, CHOOSE TO REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN
THIS PROXY AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE ANNUAL MEETING OF
SHAREHOLDERS, AND PERSONALLY CAST YOUR VOTES.
David W. Redding, President
Austin, Texas
April 25, 1997
<PAGE> 3
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
3800 Hudson Bend Road, Suite #300
Austin, Texas 78734
____________
PROXY STATEMENT
____________
SOLICITATION AND REVOCATION OF PROXY
The accompanying proxy is being furnished to holders of Common Stock ($0.001
par value), of American Absorbents Natural Products, Inc., a Utah corporation,
and is solicited by the Board of Directors of the Company for use at the
annual meeting of the shareholders to be held at 3800 Hudson Bend Road, Suite
#300, Austin, Texas on June 11, 1997, at 10:00 A.M. (local time), and any
postponements or adjournments thereof.
The expenses of preparing, assembling, printing and mailing the proxy
statement and material used in the solicitation of proxies will be borne by
the Company. It is contemplated that proxies will be solicited principally
through the use of the mails, but officers, directors and regular employees of
the Company may solicit proxies personally or by telephone or mail.
Any shareholder executing a proxy retains the right to revoke it by giving
written notice dated after the date of the proxy and before the proxy is
counted at the annual meeting of shareholders, to the Secretary of the
Company, by duly executing a subsequent proxy relating to the same shares and
delivering it to the Secretary of the Company, or by attending the annual
meeting of shareholders and voting in person. Any written notice revoking a
proxy should be sent to the offices of the Company at the address listed
above.
All shares represented at the annual meeting of shareholders by properly
executed proxies received prior to or at the annual meeting of shareholders,
unless such proxies previously have been revoked, will be voted at the annual
meeting of shareholders in accordance with the instructions on the proxies.
If no instructions are indicated, proxies will be voted for each nominee and
for each item set forth in the Proxy. If any other matters are properly
presented to the annual meeting of shareholders for action, the persons named
on the enclosed form or forms of proxy and acting thereunder will have
discretion to vote on such matters in accordance with their best judgment.
The Board of Directors has fixed the close of business on March 31, 1997, as
the record date for the determination of shareholders entitled to notice of and
to vote at the annual meeting of shareholders. As of the record date, there
were 5,499,300 shares of common stock ($0.001 par value) of the Company
outstanding. Holders of record of common stock on the record date are entitled
to cast one vote per share, exercisable in person or by properly executed proxy,
with respect to each matter to be considered by them at the annual meeting of
shareholders.
The presence, in person or by properly executed proxy, of the holders of a
majority of the outstanding shares of common stock entitled to vote is
necessary to constitute a quorum at the annual meeting of shareholders.
The approval of at least a majority of those shares of common stock voted at
the annual meeting of shareholders for each nominee and for each item set
forth in the notice of annual meeting of shareholders will be required to
elect the nominees and to approve such matters.
Copies of this proxy statement and enclosed proxy card were filed with the
Washington, D.C. office of the Securities & Exchange Commission a minimum of
ten days prior to them being sent to shareholders on approximately May
10,1997.
<PAGE> 4
THE BOARD OF DIRECTORS RECOMMENDS THAT HOLDERS OF COMMON STOCK VOTE FOR THE
NOMINEES AND MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING OF SHAREHOLDERS.
ELECTION OF DIRECTORS
The Board of Directors has nominated three persons to be elected at the annual
meeting of shareholders, each to serve until the next annual meeting of
shareholders and until their successor is elected and qualified. To be
elected, a director must receive the votes of a majority of the shares present
at the meeting by proxy or in person, provided that a majority of all shares
are present at the meeting by proxy or in person. Shares represented by the
proxies solicited by the Board of Directors will be voted (unless otherwise
directed) in favor of the election as directors of the persons named below.
The bylaws of the Company provide for a maximum of nine directors to be
elected by the holders of the common stock. During the past several fiscal
years, Board operations have operated smoothly with fewer directors. The
enclosed proxy cannot be voted for a greater number of persons than the number
of nominees named. All of the nominees for election as directors are
presently directors.
Each nominee has agreed to serve as a director of the Company if elected.
However, in the unexpected event of the refusal or inability of any nominee
for director to serve, proxies may be voted for a substitute nominee
designated by the Board of Directors, or the Board may be reduced accordingly.
The following information concerning the principal occupation of each nominee
during the past five years and certain other information have been furnished
to the Company by each nominee for director:
Served as
Director
Name Age Since
Terry L. Young 50 1990
David W. Redding 48 1993
William C. Branch 44 1995
Terry L. Young became a director of the Company in 1990. He has served as
Chairman of the Board of Directors of the Company from 1991 to present. Mr.
Young has also served as President of the Company from August 1990 until May
1991, and from June 1992 to December 1993. Mr. Young has been the Chief
Executive Officer of the Company since 1990. He is also President and a
director of Austin-Young, Inc., the parent of the Company, and is Chairman and
Chief Executive Officer of American Absorbents, Inc., the wholly owned
subsidiary of the Company. He served in the United States Military from 1968
to 1971 when he received an honorable discharge. Mr. Young received an
associate degree in business from San Antonio College in 1967 and attended the
University of Texas at Austin for two years. Age 50.
David W. Redding became a director of the Company in 1993. He has served as
Chief Financial Officer, Executive Vice President and Treasurer of the Company
since November 1993. He has also served as Assistant Secretary of the Company
since December, 1994, and as President of the Company since February, 1997.
Mr. Redding is also Chief Financial Officer, Treasurer, Secretary and a
Director of American Absorbents, Inc., the wholly owned subsidiary of the
Company. From May 1988 until November 1993, he was self-employed providing
tax, management and financial services. From November 1978 until May 1988 he
was Chief Financial Officer, Executive Vice President, Secretary, Director and
a member of the Executive Committee of ASK Corporation, a publicly held,
NASDAQ listed company engaged in manufacturing and marketing of alternative
energy equipment in the emerging solar energy industry. He was nominated for
and accepted for inclusion in Who's Who Worldwide in Business in 1993. He
<PAGE> 5
received a bachelors degree in business and accounting from the University of
Texas at Austin in 1974. Age 48.
William C. Branch became a director of the Company in June, 1995. He was
President and Chief Executive Officer of Charles P. Davis Hardware, Inc. from 19
78 until 1982 when the business was sold to Handyman, Inc. in San Diego,
California. Following a period of retirement, he became the Chairman of the
Board and President of Branch International, Inc., operating Branch Travel and
has served in that capacity from 1985 until present. Mr. Branch attended and
received an AA degree from Marion Military Institute, Marion, Alabama, in
1973. He received a B.S. degree in International Business from The American
College, Leysin, Switzerland, in 1977. After that, he pursued graduate
studies in International Business at the International Business Institute in
Switzerland. Mr. Branch spends less than 10% of his time involved with
Company business. Age 44.
There are no known arrangements or understandings between any of the foregoing
individuals and any other person pursuant to which they were elected as a
director or as a nominee.
The Company has no audit, nominating, or compensation committees. The present
Board of Directors met seven times during the fiscal year ended January 31,
1997. All incumbent directors attended at least 75% or more of the total
number of meetings of the Board of Directors during the last fiscal year or
for such shorter period that they served as a director.
EXECUTIVE COMPENSATION
The following table sets forth the aggregate executive compensation paid by
the Company for services to the Company as to each officer of the Company
whose compensation exceeded $100,000, and as to the aggregate of all officers
as a group:
<TABLE>
<CAPTION>
Annual Compensation (1) Long-Term Compensation
Awards Payouts
Other Restricted All
Name and Principal Annual Stock Options LTIP Other
Positions Year Salary Bonus Compens- Awards SAR's Payouts Compens-
ation ation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Terry L. Young 1994 0 $1,800 0 0 1,000,000 0 0
CEO
1995 0 $5,000 0 0 0 0 0
1996 0 0 0 0 0 0 0
1997 0 $7,000 0 59,473 0 0 0
All Officers as
a Group (4
persons) 1994 $34,390 0 0 0 0 0 0
(4 persons) 1995 $85,500 $5,000 0 0 0 0 0
(3 persons) 1996 $44,714 $1,000 0 0 0 0 0
(3 persons) 1997 $64,800 $7,000 0 0 112,202 0 0
</TABLE>
1) Excludes the value of personal use of Company office facilities and certain
other personal benefits. The value of such personal benefits cannot be
specifically or precisely ascertained without unreasonable effort. After
reasonable inquiry, however, the Company believes that the aggregage annual
amount of such personal benefit does not exceed $50,000 per person or 10% of the
<PAGE> 6
total annual salary and bonus for the named executive officer or officers as a
group.
2) In 1993, 1,000,000 options were issued to Austin Young, Inc., a company
controlled by Mr. Young and are exercisable at $3.00 per share at any time prior
to February 1, 1998. The exercise price represents the market price of the
common stock on February 1, 1993, the date of grant. The options represent all
of the outstanding options granted by the Company. On June 16, 1993, Austin
Young, Inc. exercised its option to acquire 12,000 shares. The market price of
the common stock on such date was $4.00 per share. No options have been
exercised since that date. (See "Certain Relationships and Related
Transactions")
Neither the Company hor its wholly owned subsidiary has a written employment
contract with any of its officers. All of the officers, with the exception of
Mr. Young, are paid a regular monthly salary by the Company.
Under Utah law the Company is entitled to pay compensation to its directors,
unless the articles or bylaws provide otherwise. The Company has not adopted
a policy of compensating its directors, and neither the Articles of
Incorporation, as amended, nor the current bylaws prohbit such payments. The
Company may implement a compensation plan or a stock option plan to compensate
its directors at some point in the future.
1995 STOCK OPTION PLAN
The Company does not have any pension, retirement, deferred compensation, or
similar plan for its officers or employees. The Company does have an incentive
stock plan for its officers, employees and persons who perform substantial
services for the Company. The Company's 1995 Stock Option Plan which replaced
the 1993 Stock Option Plan (under which no options were granted) authorizes the
grant of stock options with respect to up to 1,000,000 shares of the common
stock and, accordingly, 1,000,000 shares of authorized but unissued stock have
been set aside by the Board of Directors for issuance subject to options granted
under the 1995 Stock Option Plan. All employees (including executive officers
and directors) of the Company, and its subsidiary, together with other persons
who perform substantial services for or on behalf of the Company, are eligible
to receive options under the 1995 Stock Option Plan is administered by the
Board of Directors. The term of the 1995 Stock Option Plan is for a period of
five years from the date of the plan. Options granted under the Plan are
granted at the market "bid" price of the common stock at the time of issuance
and may be exercised by the optionee for a period of seven years from the date
of grant. No options have been granted under the 1995 Stock Option Plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Austin Young, Inc., the parent company of the Company, beneficially owns
3,069,789 shares, or approximately 55.82% of the outstanding common stock at
March 31, 1997, excluding options granted to Austin Young, Inc. to purchase
an additional 988,000 shares of common stock. Austin Young, Inc. is controlled
by Terry L. Young, the Chairman, Chief Executive Officer and controlling
shareholder of the Company. Mr. Young beneficially owns 3,069,789 shares or
approximately 55.82% of the outstanding stock of the Company at March 31, 1997,
which amount includes the shares owned by Austin Young, Inc. as described above.
<PAGE> 7
On October 8, 1993, the Company entered into a Commercial Earnest Money Contract
with Cassidy Consolidated Properties, Inc., a corporation controlled by the
former spouse of Terry L. Young. The purchase price of the building purchased
pursuant to the contract was $180,000, paid by the issuance of 6,000 shares of
common sotck and a ote payable of $150,00 at the rate of $1,500 per month. The
building was acquired by the seller in 1992 for $150,000. In August 1996, this
mortgage was paid off and refinanced at a bank using collaterla of Austin Young,
Inc. as security and granting Austin Young, Inc. a security interest in the
warehouse facility.
In February 1992, the Company issued stock to the shareholders of American
Absorbents, Inc. in return for all of the outstanding shares of such company.
Terry L. Young received 290,000 shares of approximately 41% of the shares of
common stock issued in such transaction. Mr. Young received 200,000 of the
290,000 shares for services rendered in founding the subsidiary of the Company;
the remaining shares were also issued for services rendered to the Company.
On May 13, 1991, 3,380,000 (pre-split) shares were purchased by the Company
from Austin Young, Inc. for $65,000 and canceled. The Company agreed that
Austin Young, Inc. would have the right to repurchase these shares for the
same price at any time up to June 1, 1993. On July 15, 1992, the Company
issued 3,380,000 (post-split) shares to Austin Young, Inc. for debt relief of
$65,000.
In February, 1993, the Company issued to Austin Young, Inc. a five-year option
to purchase up to 1,000,000 shares of common stock at an exercise price of
$3.00 per share. As of the date of this Proxy Statement, Austin Young, Inc.
had exercised its option to purchase 12,000 shares.
Austin Young, Inc. furnishes, at a cost of $1,900 per month to the Company,
the office space and certain equipment currently used by the Company. Austin
Young, Inc. also pays the salary of Terry L. Young who devotes time and effort
to the business of the Company.
During the two fiscal years ended January 31, 1997 and 1996, the Company
received working capital funds from Austin Young, Inc. At March 31, 1997, the
Company owed Austin Young, Inc. approximately $204,674.81 including accrued
interest.
CHANGE IN CONTROL
There are no arrangements known to management the effect of which would result
in a change of control of the Company, nor has such a change of control
occurred during the fiscal year ended January 31, 1997.
RATIFICATION AND APPROVAL OF THE
APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected Orton & Company, Salt Lake City, Utah, to
serve as independent auditors of the Company for the year ending January 31,
1998, subject to approval by the shareholders. Such firm is familiar with the
books and records of the Company having audited such books and records for the
years ended January 31, 1997, 1996 and 1995. The Company has been advised by
Orton & Company that neither that firm nor any of its partners or associates
has any relationship or connection, financial or otherwise, with the Company
or any affiliate of the Company other than the usual relationship that exists
between independent certified public accountants and clients.
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information furnished by the following
persons concerning the common stock ($0.001 par value) ownership as of March
31, 1997, of (i) each person who is known to the Company to be the beneficial
owner of more than 5 percent of the common stock; (ii) all directors and
nominees for director; and, (iii) all directors, nominees for director and
officers of the Company as a group:
Name and Address Number of Shares Common Stock Subject Percent of
of Beneficial Owner of Common Stock to Options or Warrants Class
Austin Young, Inc. 3,069,789 988,000 62.55**
3800 Hudson Bend Rd.
Austin, Tx. 78734
Terry L. Young 3,069,789 988,000 62.55
3800 Hudson Bend Rd.
Austin, TX 78734
David W. Redding 248,931 0 4.53
3800 Hudson Bend Rd.
Austin, TX 78734
William C. Branch 145,944 0 2.65
3800 Hudson Bend Rd.
Austin, TX 78734
Kimberly A. Love 8,423 0 0.15
3800 Hudson Bend Rd.
Austin, TX 78734
Officers, Directors and
Nominees for Director
as a group (4 persons) 3,473,087 988,000 68.77
1) Unless otherwise indicated, the second column reflects amounts as to
which the beneficial listed in the first column has sole voting power and sole
investment power.
2) The total number of shares of common stock outstanding as of March 31,
1997, was 5,499,300. As of such date, Austin Young, Inc. had the right to
acquire 988,000 shares of common stock through the exercise of an option
granted to it by the Company. Such shares, which are not currently
outstanding but which are subject to such option, are deemed to be outstanding
for the purpose of computing the percentage of outstanding shares of common
stock owned by Austin Young, Inc., Terry L. Young and the executive officers
and directors as a group, but shall not be deemed outstanding for the purpose
of computing the percentage of the common stock owned by any other person.
3) Austin Young, Inc. is approximately 90% controlled by Terry L. Young, its
Chairman and CEO. Mr. Young is a director, officer and a 55.82% controlling
shareholder of the Company through his control position in Austin Young, Inc.
Of the shares set forth above, 47,000 are held in brokerage accounts in the
name of Austin Young, Inc.
4) Of the shares set forth above for Terry L. Young, 2,923,091 are owned of
record by Austin Young, Inc., a corporation controlled by Mr. Young; 988,000
represent options granted to Austin Young, Inc.; 47,000 are held in brokerage
accounts in the name of Austin Young, Inc.; 75,598 are held in the name of
<PAGE> 9
Mr. Young; 3,500 are owned of record by the spouse of Mr. Young; and, 20,600
are owned of record by the children of Mr. Young.
5) Of the shares set forth above for David W. Redding, 248,431 are held in
the name of David W. Redding and 500 are owned of record by the spouse of Mr.
Redding.
6) Of the shares set forth above for William C. Branch, 119,471 are owned of
record by Mr. Branch, 7,500 are owned of record by Mr. Branch as custodian for
the Charles P. Davis Trust and 26,423 are held of record by Mr. Branch as
custodian for family members.
**Mr. Young and Austin Young, Inc. currently have no plans to exercise the
option that it holds for 988,000 shares. If said option is not exercised by
Mr. Young and Austin Young, Inc., the percentage of their beneficial ownership
would decline from 62.55% to 55.82% relative to the currently outstanding
shares and the percentage of beneficial ownership of the officers and
directors as a group would decline from 68.77% to 63.16% relative to the
currently outstanding shares.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
Value of
Number of Unexercised
Unexercised in-the-Money
Shares Options/SARs Options/SARs
Acquired at FY-End(#) at FY-End ($)
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
(#)
Terry L. Young 0 0 988,000 E 0
RATIFICATION AND APPROVAL OF THE BORROWING OF
WORKING CAPITAL FUNDS, USE OF COLLATERAL AND OFFICE/EQUIPMENT LEASES FROM
AUSTIN, YOUNG, INC.
From time to time during the last two fiscal years ending January 31, 1997 and
1996, the Company has been advanced working capital funds from Austin Young,
Inc. At March 31, 1997, the total amount of these advances, including
advances made in previous years, to the Company was approximately $204,674.81
including accrued interest. Such amount is evidenced by a demand promissory
note bearing interest at 7% per annum. Management of the Company believes
that the terms of the note are fair to the Company. In addition, the Company
has used collateral of Austin Young, Inc. to secure bank financing on the
warehouse facility in Austin, Texas and has in turn given Austin Young, Inc. a
security interest in the warehouse facility for the use of Austin Young,
Inc.'s assets as collateral. The Company also leases office space and
equipment from Austin Young, Inc. at a rate of $1,900 per month. However,
because none of the directors at such time that these transactions were made
was a disinterested party , the transactions may be subject to challenge by
the shareholders.
Section 16-10a-851 of the Utah Revised Business Corporation Act provides that
no such conflicting interest transactions may be enjoined, be set aside, or
give rise to an award of damages or other sanctions, in a proceeding by a
shareholder or by or in the right of the corporation, if the shareholders
holding qualified shares approve the transactions at any time, provided that
the shareholders holding a majority of such qualified shares are present at a
<PAGE> 10
duly held meeting and a majority of such qualified shares present at the
meeting vote in favor of the transactions. For purposes of this section, the
term "qualified shares" means those shares otherwise entitled to vote on the
transactions, except shares owned or controlled by a director who has a
conflicting interest respecting the transactions, or by a related person of
that director (see "Security Ownership of Certain Beneficial Owners and
Management"). There are approximately 2,026,213 common shares qualified to
vote on this proposal. In addition, the transactions may not be enjoined, be
set aside, or give rise to an award of damages or other sanctions, in a
proceeding by a shareholder or by or in the right of the corporation, if the
transactions, judged according to the circumstances at the time of commitment,
is established to have been fair to the corporation.
Therefore, the Board of Directors is seeking ratification and approval of the
above described transactions at the annual meeting of shareholders by persons
holding qualified shares. If fewer than a majority of the persons holding
qualified shares are present at the annual meeting of shareholders, or if
fewer than a majority of such qualified shares are voted for ratification and
approval of such transactions, the transactions may be challenged under the
section set forth above. Notwithstanding a failure by the shareholders to
ratify and approve the transactions, the Board of Directors believes that
under the circumstances at the time of such transactions with Austin Young,
Inc., such transactions were fair to the Company and does not intend to seek
rescission of the granting of loans, use of collateral or lease agreements by
Austin Young, Inc. to the Company.
LEGAL PROCEEDINGS
Neither the Company, any of its properties, nor its subsidiary is a party to
any material pending legal proceeding or government actions, including any
material bankruptcy, receivership, or similar proceedings. Management of the
Company does not believe that there are any material proceedings to which any
director, officer or affiliate of the Company or its subsidiary, any owner of
record, beneficially, of more than 5 percent of the common stock of the
Company, or any associate of any such director, officer, or affiliate of the
Company, or security holder is a party adverse to the Company or its
subsidiary or has a material interest adverse to the Company or its
Subsidiary.
FINANCIAL STATEMENT
The audited financial statements of the Company for the years ended January
31, 1997 and 1996 are included with this proxy statement.
SHAREHOLDER PROPOSALS
1998 ANNUAL MEETING OF SHAREHOLDERS
The next annual meeting of shareholders of the Company is presently scheduled
for June 10, 1998. Proposals of shareholders intended to be presented at such
meeting must be received by the Secretary of the Company at the offices of the
Company at the address listed above no later than January 31, 1998.
<PAGE> 11
OTHER BUSINESS
As of the date of this Proxy Statement, The Board of Directors knows of no
other matters to be presented for action at the annual meeting of
shareholders. If other matters are properly presented, the person named in
the proxy intends to vote in accordance with their best judgment on such
matters.
By Order of the Board of Directors
_______________________________
Terry L. Young, Chairman of the Board
Austin, Texas
April 25, 1997
<PAGE> 12
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC
3800 Hudson Bend Road, ste. #300 AUSTIN, TX. 78734
proxy
this proxy is solicited on behalf of the board of directors
The undersigned hereby appoints Terry L. Young as Proxy, with the power to
appoint his substitute, and hereby authorizes him to represent and to vote, as
designated below, all the shares of common stock of American Absorbents
Natural Products. Inc. held on record by the undersigned on March 31, 1997, at
the annual meeting of shareholders to be held on June 11, 1997, or any
postponements or adjournments thereof.
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS FOR all nominees listed below
(except as marked to the contrary below)
WITHHOLD AUTHORITY
to vote for all nominees listed below
(Instruction: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the
list below.)
TERRY L. YOUNG; DAVID W. REDDING; WILLIAM C. BRANCH
2. Proposal to ratify and approve the appointment of Orton & Company as
independent certified public accountants for the Company for the year
ending January 31, 1998.
FOR AGAINST ABSTAIN
3. Proposal to ratify and approve the transactions with Austin Young, Inc.
FOR AGAINST ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted for Proposals 1, 2 and 3.
When shares are held by joint tenants, both should sign. Dated___________,1997
When signing as attorney, as executor, administrator,
trustee, or guardian, please give full title as such. If a ____________________
corporation, please sign in full corporate name by Signature
President or other authorized officer. If a partnership, _____________________
please sign in partnership name by authorized person. Signature if jointly
held
NUMBER OF SHARES_____________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
