ALANCO ENVIRONMENTAL RESOURCES CORPORATION
4110 North Scottsdale Road, Suite 200
Scottsdale, Arizona 85251
(602) 874-0448
PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 16, 1995
TO THE SHAREHOLDERS OF ALANCO ENVIRONMENTAL RESOURCES CORPORATION
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of
Alanco Environmental Resources Corporation, an Arizona corporation
(the "Company"), will be held at the Scottsdale Mariott Suites, 7325
E. 3rd Ave., Scottsdale, Arizona, on December 16, 1995, at 10:00 a.m.,
Mountain Standard Time, and at any and all adjournments thereof, for
the purpose of considering and acting upon the following matters:
1. To elect eleven (11) Directors of the Company;
2. To approve an Incentive Stock Option Plan; and
3. To transact such other business as properly may come before
the meeting or any adjournment thereof.
Only holders of the outstanding Common Stock and Class A Preferred
Stock of the Company of record at the close of business on November
15, 1995 will be entitled to notice of and to vote at the Meeting or
at any adjournment or adjournments thereof.
All shareholders, whether or not they expect to attend the Annual
Meeting of Shareholders in person, are urged to sign and date the
enclosed Proxy and return it promptly in the enclosed postage-paid
envelope which requires no additional postage if mailed in the United
States. The giving of a proxy will not affect your right to vote in
person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
DEAN A. DOUGLAS
SECRETARY
Scottsdale, Arizona
November 21, 1995<PAGE>
Alanco Environmental Resources Corporation
4110 North Scottsdale Road, Suite 200
Scottsdale, Arizona 85251
(602) 874-0448
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 16, 1995
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of Alanco Environmental Resources Corporation, an Arizona
corporation (the "Company"), for use at the Company's Annual Meeting
of Shareholders to be held at the Scottsdale Marriott Suites, 7325 E.
3rd Ave., Scottsdale, Arizona, on the 16th day of December, 1995 at
10:00 a.m., Mountain Standard Time, and at any adjournment thereof.
It is anticipated that this Proxy Statement and the accompanying Proxy
will be mailed to the Company's shareholders on or about November 25,
1995.
Any person signing and returning the enclosed Proxy may revoke it at
any time before it is voted by giving written notice of such
revocation to the Company, or by voting in person at the Meeting. The
expense of soliciting proxies, including the cost of preparing,
assembling and mailing this proxy material to shareholders, will be
borne by the Company. It is anticipated that solicitations of proxies
for the Meeting will be made only by use of the mails; however, the
Company may use the services of its Directors, Officers and employees
to solicit proxies personally or by telephone without additional
salary or compensation to them. Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy
soliciting materials to the beneficial owners of the Company's shares
held of record by such persons, and the Company will reimburse such
persons for their reasonable out-of-pocket expenses incurred by them
in that connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting. Shares not voting as a result of a proxy
marked abstain will be counted as part of total shares voting in order
to determine whether or not a quorum has been achieved at the Meeting.
Shares will not be counted as part of the vote on any business at the
Meeting on which the shareholder has abstained.
The Company's Annual Report to Shareholders for the fiscal year ended
June 30, 1995 has been previously mailed or is being mailed
simultaneously to the Company's shareholders, but does not constitute
part of these proxy soliciting materials.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the
Company's Common Stock and Class A Preferred Stock, voting as a single
group with each common or preferred share entitled to one vote. Only
shareholders of record at the close of business on November 15, 1995
are entitled to notice of and to vote at the Meeting or any
adjournment thereof. On November 15, 1995, the Company had
31,015,987 shares of its Common Stock and 26 shares of its Class A
Preferred Stock outstanding, each of which is entitled to one vote on
all matters to be voted upon at the Meeting, including the election of
Directors. No fractional shares are presently outstanding. A
majority of the Company's outstanding voting stock represented in
person or by proxy shall constitute a quorum at the Meeting. The
affirmative vote of a majority of the votes cast, providing a quorum
is present, is necessary to elect the Directors. Cumulative voting in
the election of Directors is permitted. The affirmative vote of a
majority of the Company's outstanding voting common stock is necessary
to approve the Incentive Stock Option Plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND OF MANAGEMENT
The following table presents information with respect to shares of the
Company's Common Stock beneficially owned by the Company's Directors
and Officers and by all Directors and Officers of the Company as a
group and by the nominees for election to the Board of Directors who
beneficially own shares in the Company, and by all other persons known
by management to own beneficially five percent (5%) or more of the
Company's Common Stock as of November 15, 1995. As defined in Rule
13d(d)(1) under the Securities Exchange Act of 1934, beneficial
ownership includes shares issued and outstanding, convertible
preferred stock and all options and warrants to acquire common stock.
Amount and
Name and Address Nature of Bene- Percent
of Beneficial Owner ficial Ownership of Class
Lyons Capital Partners, L.P.,
4365 Executive Dr., #740
San Diego, CA 92121, 6,051,220 19.5%
Peter Van Oosterhout (1) 895,349 2.9%
2544 Chamberlain Road
Akron, OH 44333
James Ricketts 10,500 0.033%
4110 N. Scottsdale Rd., #215
Scottsdale, AZ 85251
Norman E. Meyer (2)(3) 105,500 0.34%
4110 N. Scottsdale Rd., #200
Scottsdale, AZ 85251
Kevin L. Jones (2)(4) 1,000,143 3.215%
4110 N. Scottsdale Rd., #200
Scottsdale, AZ 85251
Dean A. Douglas (2)(3) 50,000 0.161%
4110 N. Scottsdale Rd., #200
Scottsdale, AZ 85251
John E. Haggar (2)(3) 50,000 0.161%
4110 N. Scottsdale Rd., #200
Scottsdale, AZ 85251
Larry Nelson (2)(3) 25,500 0.08%
4110 N. Scottsdale Rd., #200
Scottsdale, AZ 85251
Harold S. Carpenter (5) 375,480 1.2%
939 Office Park Road, Suite 120
West Des Moines, IA 50265
Dennis Schlegel (5) 148,740 0.48%
Ione, Washington
Officers and Directors
as a Group
(7 individuals) 2,036,492 6.55%
(1) Includes 890,349 shares in the name of River Capital
Corporation of which Mr. Van Oosterhout is President. Mr. Van
Oosterhout disclaims any beneficial ownership of the above
shares.
(2) Does not Includes Options to acquire Shares granted under the
Company's Incentive Stock Option Plan and subject to a vote
by the Shareholders approving the Incentive Stock Option Plan.
(3) Includes 100,000 shares issueable to Mr. Meyer, 50,000 shares
issueable to Mr. Douglas, 50,000 shares issueable to Mr.
Haggar and 25,000 shares issueable to Mr. Nelson upon the
exercise of Options granted at $0.10 per share pursuant to the
Company's Officers and Directors Stock Option Plan.
(4) Includes 541,100 shares held by Arjon Enterprises, Inc., a
trust of which Mr. Jones is a beneficiary. Mr. Jones
disclaims beneficial ownership of these shares.
(5) Nominee for Director
VOTING MATTER 1: ELECTION OF DIRECTORS
The Bylaws presently provide for a Board of Directors of not more than
eleven (11) members. The number of Directors of the Company has been
fixed at eleven (11)) by the Company's Board of Directors. The
Company's Board of Directors recommends the election of Directors of
the eleven (11) nominees listed below to hold office until the next
Annual Meeting of Shareholders and until their successors are elected
and qualified or until their earlier death, resignation or removal.
All members of the present Board of Directors have been nominated for
re-election except Dean Hough. The persons named as "proxies" in
the enclosed form of Proxy, who have been designated by Management,
intend to vote for the eleven (11) nominees for election as Directors
unless otherwise instructed in such proxy. If at the time of the
Meeting, any of the nominees named below should be unable to serve,
which event is not expected to occur, the discretionary authority
provided in the Proxy will be exercised to vote for such substitute
nominee and nominees, if any, as shall be designated by the Board of
Directors.
Nominees
The following table sets forth the name and age of each nominee for
Director, indicating all positions and offices with the Company
presently held by him, the period during which he has served as such,
and the class and term for which he has been nominated:
Year First
Name Age Position Director
Harold S.Carpenter 61 none na
John Connelly 46 none na
Steven H. Davis 42 none na
Bradley L. Gordon 43 none na
Kevin L. Jones 39 Chief Financial Officer 1985
Norman E. Meyer 50 Chief Exec.Officer/Pres. 1994
Larry G. Nelson 36 none 1995
Peter D VanOosterhout 63 none 1983
James G. Ricketts 57 Chairman of the Board 1990
Robert J. Scannell 31 none na
Dennis Schlegel 45 none na
Business Experience of Current Directors and Officers
Dr. James G. Ricketts: Appointed to the Board of Directors of the
Company in April of 1990. Dr. Ricketts is currently Chairman and CEO
of Technology Systems International, Inc., a corporation which he
founded to develop a prison population tracking and management
technology as well as acting as an Independent Consultant to
corrections agencies located throughout the United States. Prior to
this, Dr. Ricketts served as Director of the Arizona Department of
Corrections; Executive Director of the Colorado Department of
Corrections; Deputy Secretary to the Florida Department of Corrections
as well as numerous other positions in the corrections field. Dr.
Ricketts received his Ph.D. from Ohio State University in 1971 in the
field of Sociology (Humanities and Human Services). Since January,
1995, Dr. Ricketts has served as Director of Dixie National
Corporation, a publicly held company traded on the NASDAQ System.
Norman E. Meyer: Mr. Meyer joined the Company's Board of Directors
in December, 1994 and was appointed President and Chief Executive
Officer of the Company in April, 1995. Mr. Meyer has over twenty-
eight years of experience in the insurance industry and for the last
fifteen years he has held executive positions of increasing
operational responsibility. Since December, 1994, Mr. Meyer has
served as Chief Executive Officer and a director of Phoenix Medical
Management, Inc., a Phoenix based out-patient, rehabilitation/Surgical
facility. Beginning in 1984 and until December 1994, Mr. Meyer served
in various positions including Chief Operating Officer, Director and
Chairman of the Board of Realistic Adjustment Company, Inc., a
Phoenix, Arizona based insurance claims adjusting company. From
January, 1995 to May, 1995 Mr. Meyer also served as Vice President of
Operations, and remains a Director and Chairman of the Board of Travel
Services of America, a Branson, Missouri travel agency. From 1992 to
1994, Mr. Meyer served as consultant to the United Labor Counsel Local
615 Welfare Fund wherein Mr. Meyer advised the Counsel on claims
processing. The Union, the Welfare Fund Trustees, the Welfare Fund
Insurance Underwriters and Mr. Meyer were named as Defendants in a
1992 civil action filed by the U.S. Department of Labor which alleged
breach of fiduciary duty by the Defendants in the operation of the
Welfare Fund under the Employee Retirement Income Security Act of
1974(ERISA). Mr. Meyer filed an Answer denying all allegations based
upon the fact that Mr. Meyer did not control or serve in the operation
of the Welfare Fund and that the Department of Labor's extension of
the definition of a "fiduciary" under ERISA to include non-controlling
consultants is unwarranted. Mr. Meyer believes there is a high
probability of dismissal of the action against him if the matter goes
to trial.
Kevin L. Jones: Elected to the position of Secretary - Treasurer and
Chief Financial Officer in June of 1992. Mr. Jones served as President
of AERC from August of 1985 up to June of 1992. Mr. Jones was elected
to the Board of Directors in December, 1987. Mr. Jones has been
employed by the Company since 1979 and has served in various
capacities. Other public reporting companies that Mr. Jones serves
are: Secretary and Director of the Company's majority-owned subsidiary
Environetics, Inc.
Peter D. Van Oosterhout: A Director of the Company since 1983, Mr. Van
Oosterhout is President of River Capital Corporation, of Cleveland,
Ohio, a Small Business Investment Corporation, since 1982. Prior to
River Capital Corporation, Mr. Van Oosterhout was President of Clarion
Capital (Cleveland, Ohio) from 1973 to 1982.
Larry G. Nelson: Mr. Nelson joined the Company's Board of Directors
in April, 1995. Since July, 1995, Mr. Nelson has served as President
of the Company's subsidiary, Alanco Financial Services Corporation.
Since November, 1993, Mr. Nelson has served as President and as a
director of Phoenix Medical Management, Inc., a Phoenix based out-
patient, rehabilitation/Surgical facility. From June, 1991 to
October, 1993, Mr. Nelson was the Chief Financial Officer for the Gary
Hall Eye Surgery Institute, P.C. one of the largest regional
ophthalmic surgical institutes in the United States. From September,
1990 to May, 1991, Mr. Nelson was a Litigation Consultant for Coopers
& Lybrand. Mr. Nelson holds a Bachelor of Science Degree in
Accountancy from San Diego State University and is a Certified Public
Accountant licensed in Colorado and Arizona. Mr. Nelson has five
years of public accounting, audit and litigation experience and over
ten years of diversified, senior level financial management and
corporate operations experience.
Dean A. Douglas: Mr. Douglas joined the Company in May, 1995 as Vice
President and became Secretary in June, 1995. Mr. Douglas has overall
operations responsibility for the Company and its subsidiaries. From
February, 1995 to May, 1995, Mr. Douglas was Vice President, Chief
Operating Officer for Travel Services of America, Inc., of Branson,
Missouri and continues to serve as director. Mr. Douglas is also a
Vice President, Secretary-Treasurer of Branson's Center, Inc., of
Branson, Missouri. From December, 1994 to May, 1995, Mr. Douglas
served as Vice President and Chief Operating Officer for Universal
Management Services, Inc., a Phoenix, Arizona based corporate
management consulting company. From May, 1992 to January, 1993, Mr.
Douglas was the Chief Engineer for the Company. Since May, 1990, Mr.
Douglas has been an officer, director
and principal shareholder of Joint Development Systems-America, Inc.,
doing marketing, general business consulting and record producing for
Rex Allen, Jr. Mr. Douglas holds a B.S. degree in Geology from
Southern Illinois University, an M.S. degree in Geoscience from the
University of Arizona and a Masters of Business Administration from
the University of Denver.
John E. Haggar: Mr. Haggar has been an employee of the Company since
June 1, 1995, and Treasurer since July, 1995. From December 1, 1994,
until June 1, 1995, Mr. Haggar was Chief Financial Officer of
Universal Management Services, Inc. Previously, Mr. Haggar was a sole
practitioner engaged in providing accounting services to the general
public in Washington State. Mr. Haggar earned a Bachelor of Science
in Business from the University of Minnesota. He is a member of the
American Institute of Certified Public Accountants. Since January,
1995, Mr. Haggar has also a director of Dixie National Corporation, a
publicly owned company whose stock is traded on the NASDAQ System.
Business Experience of Nominee Directors
Harold S. Carpenter: Mr. Carpenter is presently the President of
Superiorgas Co. , Des Moines, Iowa which is engaged in the business of
trading and brokering bulk refined petroleum products with gross sales
of approximately $500 million per year. He is also the General
Partner of Superiorgas L.P., an investment company affiliated with
Superiorgas Co. Mr. Carpenter founded these companies in 1984 and
1980 respectively. Mr. Carpenter is also the President of Carpenter
Investment Company, Des Moines, Iowa which is an real estate
investment company holding properties primarily in central Iowa. From
1970 until 1994, Mr. Carpenter was the Chairman of the George A.
Rolfes Company of Boone, Iowa which manufactured air pollution control
equipment. Mr. Carpenter is currently a member of the board of
directors of the Allied Group, Inc., a publicly owned insurance
company headquartered in Des Moines, Iowa. Mr. Carpenter graduated
from the University of Iowa in 1958 with a Bacholors of Science and
Commerce degree.
John Connelly: Mr. Connelly is presently a vice president of RAS
Securities Corp., a broker-dealer of securities, in La Jolla,
California where he serves an institutional investor clientele. He
has been with RAS since March, 1995. From June, 1994 to March, 1995,
Mr. Connelly was a vice president of the La Jolla, California office
of A.T. Brod & Co, a broker-dealer of securities. From June, 1993 to
June, 1994, Mr. Connelly was a vice president of the La Jolla,
California office of Dickinson & Co., a broker-dealer of securities.
From October, 1991 to June, 1993 he was a vice president of the La
Jolla, California office of First Wall Street Corp., a broker-dealer
of securities. From September, 1988 to October, 1991 Mr. Connelly was
a vice president at the La Jolla, California office of Advest, Inc., a
broker-dealer of securities. Mr. Connelly earned a Bachelors of
Science Degree in Business Administration from Mankato University in
1976,
Steven H. Davis: Mr. Davis is presently and since 1991 has been the
President/CEO and a member of the Board of Directors of CET
Environmental Services, Inc., of Tustin, California. CET is a
publicly owned company engaged in the business of environmental
remediation. Prior to 1991, Mr. Davis was the Managing Partner with
Lincoln Property Company, Irvine, California with responsibility for
more than 3 million square feet of commercial building space in
California and Colorado. Mr. Davis has over twenty years of
experience in construction, development and financing of real estate
and other businesses. Mr. Davis graduated from Brown University and
received his Masters of Business Administration from the University of
Southern California.
Bradley L. Gordon: Mr. Gordon is presently and since January, 1993 has
been the President/CEO and a Board Member of Quality Franchise
Systems, Inc., a $20 million franchising company headquartered in
Sacramento, California with over 70 operating locations for its
Mountain Mike Pizza restaurants. From November, 1983 to September,
1992, Mr. Gordon held positions with Pace Membership Warehouse, Inc.,
Denver, Colorado including Executive Vice President/Sales, Senior Vice
President/Operations and Vice President/Human Resources.. Pace
Membership Warehouse was a $5 billion wholesale cash and carry
membership club. Mr. Gordon had responsiblity for all operational
aspects, managed a staff of six regional vice presidents and national
directors of purchasing and marketing. During Mr. Gordon's tenure,
Pace grew from 25 to 73 locations nationwide with sales of over $3.5
billion. From 1975 through 1983 Mr. Gordon held Human Resources
management positions with the Taco Bell Division of PepsiCo., Inc.,
and the Winchells Donut House Division of Denny's Restaurants, Inc.
Mr. Gordon received his Masters of Science Degree in Human Resources
Management from the College of Business of the University of Colorado
in 1975 and a Bachelors Degree in Business Management for the
University of South Florida 1974. Mr. Gordon is also on the Board
of Directors of the Kempe Center for the Prevention of Child Abuse in
Denver, Colorado and the American Red Cross Denver Chapter. In the
course of his position with Quality Franchise Systems, Inc., in
November 1994 Mr. Gordon and several other corporations and
individuals were named as a defendant in Clark v. O&S Management, et
al. , Sacramento Municipal Court, which sought damages in a dispute
involving a franchising fee allegedly paid by the Plaintiff. In July,
1995 the case was dismissed upon the Plaintiff's motion. Mr. Gordon
believes the case was frivolious and without merit .
Robert J. Scannell: Mr. Scannell is presently and since April, 1990
has been the Founder, President and Chairman of the Board of R.S.
Consulting, Inc., a broker-dealer of securities in San Diego,
California. In April, 1991, Mr. Scannell founded California Trading
Advisors, Inc., which is engaged in the business of exporting general
merchandise to Mexico including clothing, computers and soft drinks.
It is now the predominant soft drink wholesaler in the Baja California
region. From April, 1985 to April, 1990, Mr. Scannell served as a
Institutional Investment Broker for Prudential Bache Securities in San
Diego, California. Mr. Scannell graduated from National University
cum laude with a B.B.A. degree in Marketing in April, 1985. Mr.
Scannell presently sits on the Retirement System Board of
Administration City of San Diego as a Trustee and Fiduciary for the
System's $1.4 billion fund and serves as Chairman of the Investment
Committee. Mr. Scannell is also a director of the Galapas Trust, a
non profit trust fund which funds youth groups and special olympics in
the South San Diego area.
Dennis Schlegel: Since 1987, Mr. Schlegel has been an independent
investor in small and start-up companies as well as a consultant to
small and start-up business in the areas of corporate management and
financing. Prior to Mr. Schlegel owned and operated Schlegel
Investment Co., in Des Moines, Iowa and Schlegel Ranch Company, in
Ione, Washington, both of which were engaged in land development. Mr.
Schlegel attended one year at Drake University until he withdrew to
devote his full time to business pursuits.
Committees: Meetings of the Board
The Company has an Employment Compensation Committee and an Audit
Committee. The Employment Compensation Committee and the Audit
Committee were formed in 1995. Messrs. Van Oosterhout, Jones and
Ricketts comprise the Employment Compensation Committee and Messrs.
Nelson, Jones and Van Oosterhout are the Audit Committee. The
Employment Compensation Committee recommends to the Board the
compensation of executive officers and will serve as the
Administrative Committee for the Company's Stock Option Plan being
voted upon by the Shareholders. The Audit Committee serves as a
liasion between the Board and the Company's auditor. The Employment
Compensation Committee met two times during the fiscal year ended June
30, 1995 and the Audit Committee met two times during the fiscal year
ended June 30, 1995. During 1995, the Company also had an Executive
Committee composed of Dean Hough, D.R. Ellenbecker and Norman E.
Meyer. The Executive Committee was formed in August, 1992 to oversee
operations and was disbanded in August, 1995 after meeting six times
during the past fiscal year.
The Company's Board of Directors held eight meetings during the
fiscal year ended June 30, 1995, at which time all the then Directors
were present or consented in writing to the action taken at such
meetings. No incumbent Director attended fewer than 100% of said
meetings.
Compliance with Section 16(a) of Securities Exchange Act of 1934
To the Company's knowledge, during the fiscal year ended June 30,
1995 the Company's Officers and Directors complied with all applicable
Section 16(a) filing requirements. This statement is based solely on
a review of the copies of such reports furnished to the Company by its
Officers and Directors and their written representations that such
reports accurately reflect all reportable transactions.
Family Relationships
There is no family relationship between any director, executive or
person nominated or chosen by the Company to become a director or
executive officer.<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the
Company to its top executive officers whose compensation exceeded
$60,000, which represents all of the executive officers of the
Company.
Name of Individual Capacities Served Cash Compensation Stock Options
Norman E. Meyer (1) President, CEO $0 100,000
Dean Hough (2) President, CEO $48,000 300,000
Harrison Gentry (3) President, CEO $110,126 200,000
Richard Steinke (4) CEO $34,000
Kevin L. Jones (5) Chief Fin. Officer $58,500
Dean A Douglas (6) V-P, Secretary $ 8,000 50,000
John E. Haggar (7) Treasurer $ 6,000 50,000
(1) Mr. Meyer is presently serving without an employment contract.
On October 12, 1995 he was awarded five year options to acquire
100,000 shares of stock pursuant to the Company's Officers and
Directors Stock Option Plan at a exercise price of $ 0.10. The
above information does not include additional five year options
to acquire 50,000 of stock granted to Mr. Meyer pursuant to the
Company's Incentive Stock Option Plan at an exercise price of
$1.8125 per Share. These Options are subject to approval by the
Shareholders of the Incentive Stock Option Plan.
(2) Mr. Hough served as President and CEO from December, 1994 to
April, 1995 when he stepped down in favor of Mr. Meyer and then
assumed management responsiblities for the Company's
manufacturing subsidiary and then the Company's restuarant
equipment subsidiary. Pursuant to Mr. Hough's employment
agreement he was to recieve $8,000 per month plus options to
purchase 20,000 shares of common stock at $1.00 per share each
month until December, 1996. Mr. Hough's employment contract was
terminated effective November 1, 1995 and pursuant to the
termination provisions and mutually agreed to with the Board, he
shall serve for an additional four months and is entitled to
receive options to acquire a total of 300,000 shares of the
Company's common stock exerciseable at $1 per share.
(3) Mr. Gentry was elected President/COO in February, 1994 and was
elected to the additional position o f CEO in October, 1994. Mr.
Gentry held these positions until December, 1994. In February,
1995, Mr. Gentry was awarded stock options to acquire 200,000
shares of Stock exerciseable at $1.00 per share.
(4) Mr. Steinke served as CEO from July, 1994 to October, 1994.
(5) Mr. Jones receives $6,000 per month for his services as Chief
Financial Officer and Chief Executive Officer of the Company's
manufacturing subsidiary. On September 27, 1995 he was awarded
five year options to acquire 50,000 shares of stock pursuant to
the Company's Incentive Stock Option Plan at a exercise price of
$ 1.8125, the closing bid price on the date of grant. These
Options are subject to the approval by the Shareholders of the
Incentive Stock Option Plan.
(6) Mr. Douglas receives $6,000 per month for his services as Vice
President and Secretary. On September 27, 1995 he was awarded
five year options to acquire 50,000 shares of stock pursuant to
the Company's Directors and Officers Stock Option Plan at a
exercise price of $ 0.10. The above does not include options to
acquire an additional 50,000 shares granted under the Company's
Incentive Stock Option Plan which are subject to approval of the
Incentive Stock Option Plan by the Shareholders.
(7) Mr. Haggar receives $6,000 per month for his services as
Treasurer. On September 27, 1995 he was awarded five year
options to acquire 50,000 shares of stock pursuant to the
Company's Directors and Officers Stock Option Plan at a exercise
price of $ 0.10. The above does not include options to acquire
an additional 50,000 shares granted under the Company's Incentive
Stock Option Plan which are subject to approval of the Incentive
Stock Option Plan by the Shareholders.
Compensation of Directors
Directors are entitled to receive all out of pocket expenses
incurred for attendance at Board or Committee meetings. In addition,
all Directors, not otherwise employed or compensated by the Company,
are entitled to receive $500 for each Board Meeting attended which may
be taken as either cash, common stock at $1 per share or in health
insurance benefits. In May, 1995 the Board of Directors reduced the
prior Directors Fees of $1,500 to the present $500. Pursuant to these
directors fees, during the fiscal year ended June 30, 1995 and for
accrued but unpaid directors fees from prior fiscal years, Mr.
Ricketts was issued 9,500 shares of common stock, Mr. Van Oosterhout
was issued 5,000 shares of common stock, Mr. Meyer was issued 5,000
shares of common stock and Mr. Nelson was issued 500 shares of common
stock. In addition, since August, 1995, Mr. Ricketts has received a
fee of $3,000 per month for being Chairman of the Board. On October
12, 1995 Norman Meyer was awarded five year options to acquire 100,000
shares of stock and on September 27, 1995 Larry Nelson was awarded
five year options to acquire 25,000 shares of stock both pursuant to
the Company's Directors and Officers Stock Option Plan at an exercise
price of $0.10 per share. Messrs. Meyer, Jones and Nelson in their
capacities as Key Employees have also each been granted options to
acquire an additional 50,000 shares under the Company's Incentive
Stock Option Plan which are subject to approval of the Incentive Stock
Option Plan by the Shareholders.
Other Arrangements
There are no other arrangements pursuant to which the Company's
Directors receive compensation from the Company for services as
Directors.
Termination of Employment and Change of Control Arrangement
There is no compensatory plan or arrangement with respect to any
individual named above which results or will result from the
resignation, retirement or any other termination of employment with
the Company, or from a change in the control of the Company.
Transactions with Management
The Company entered into the following transactions with entities
in which certain of the Company's officers and directors may have a
direct or indirect interest.
In June, 1995, the Company issued 390,400 shares of its common
stock to River Capital Corporation upon the exercise of a common stock
purchase warrant issued to River Capital in 1990. The Company
received proceeds of $244,000 from the exercise of the warrant. Peter
VanOosterhout, a director of the Company is also the sole officer and
director of River Capital Corporation.
In December, 1994, the Company exchanged a Note Receivable in the
principal amount of $850,000 from Phoenix Medical Management,
Inc.(PMM), for seventy percent (70%) of the outstanding common stock
of PMM. Norman E. Meyer, a director of the Company and its President
and Chief Executive Officer became a director of PMM following the
transaction in order to represent Alanco's interest . Larry Nelson
had been a director of PMM prior to the exchange and subsequently
became a director of the Company and executive officer of Alanco
Financial Services Corp. In addition, Mr. Nelson owns approximately
12% of the outstanding common stock of PMM. Subsequent to the
acquisition of the interest in PMM, the Company sold a substantial
portion of its investment for a Note Receivable and presently owns
approximately 8% of the outstanding common stock of PMM.
In May, 1995, the Company acquired 100% of the capital stock of
Unique Systems, Inc., doing business as National Affiliated Adjustment
Company (NAAC) from KD International, Ltd., in exchange for 1,750,370
shares of the Company's common stock and 26 Shares of the Company's
Class A Preferred Stock. Subsequent to the Company's acquisition and
in a transaction independent of the Company's acquisition, Katherine
Meyer, the wife of Norman E. Meyer, a director of the Company and its
President and Chief Executive Officer, acquired the the Class A
Preferred Stock. Mrs. Meyer is the Chief Executive Officer and
President of NAAC.
Independent Auditors
Billie J. Allred, Certified Public Accountant served as the Company's
auditor for the fiscal year ended June 30, 1995. Mr. Allred is
expected to be present at the Annual Meeting with the opportunity to
make a statement if he desires to do so and be available at that time
to respond to appropriate questions.
VOTING MATTER 2: INCENTIVE STOCK OPTION PLAN
The Shareholders are being asked to approve the Company's 1995
Incentive Stock Option Plan (the Plan). The purpose of the Plan is to
advance the business and development of the Company and its
shareholders by affording to the key employees of the Company the
opportunity to acquire a propriety interest in the Company by the
grant of Options to acquire shares of the Company's common stock. The
Options to be granted are "Incentive Stock Options" within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended, for
certain key employees. The Plan is administered by an Administrative
Committee whom shall serve a one year term. The Administrative
Committee is composed of James Ricketts, Kevin Jones and Peter Van
Oosterhout who are the Board's Employment Compensation Committee. The
Plan became effective on September 28, 1995 when approved by the Board
of Directors subject to Shareholder approval and shall terminate on
September 28, 2005. Subject to anti-dilution provisions, the Plan may
issue Options to acquire upto 1,000,000 shares to Key Employees. The
maximum number of shares subject to Options granted to any one Key
Employee shall not exceed 100,000 shares. The exercise price for
Options shall be set by the Administrative Committee but shall not be
for less than the fair market value of the shares on the date the
Option is granted. The period in which Options can be exercised shall
be set by the Administrative Committee not to exceed five years from
the date of Grant. The Plan may be terminated, modified or amended by
the Board of Directors upon the recommendation of the Administrative
Committee. The issuance of options pursuant to this Plan is not
expected to be a taxable event for receipient until such time that the
receipient elects to exercise the option whereon the receipient is
expected to be recognize income to the extent the market price of the
shares exceeds the exercise price of the option on the date of
exercise. All Key Employees of the Company and its subsidairies are
eligible to participate in the Incentive Stock Options. A Key
Employee is defined in the Plan as a Company employee who in the
judgement of the Administrative Committee has the ability to
positively affect the profitability and economic well-being of the
Company. Part time employees, independent contractors, consultants
and advisors performing bona fide services to the Company shall be
considered employees for purposes of participation in the Plan. As of
the date of this Proxy Statement the following Plan benefits have been
allocated:
Name and Position Exercise Price Number of Shares
Subject to Options
Norman E. Meyer $1.8125 50,000(1)
President/CEO
Dean A. Douglas $1.8125 50,000(1)
Exec V-P, Secretary
John E. Haggar $1.8125 50,000(1)
Treasurer
Kevin L. Jones $1.8125 50,000
Chief Financial Officer
Current Executive Officers $1.8125 200,000
as a Group (4 indvl.s)
Larry G. Nelson $1.8125 50,000(1)
non-executive officer director
Current Non Exec. Officers / Directors 50,000
as a Group (3 Individuals)
Non-executive employees $1.8125 465,000
(17 Individuals)
(1) In addition to Options granted under the Company's Officer and
Directors Stock Option Plan, See Executive and Director Compensation.
The Board of Directors recommends the approval of the 1995
Incentive Stock Option Plan.
VOTING MATTER 3: OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company
was not aware of any other matter to be presented at the Meeting other
than as set forth herein. However, if any other matters are properly
brought before the Meeting, the shares represented by valid proxies
will be voted with respect to such matters in accordance with the
judgement of the persons voting them.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Any proposal by a shareholder to be presented at the Company's 1997
annual meeting, including nominations for election as directors must
be received at the offices of the Company, 4110 North Scottsdale
Road, Suite 200, Scottsdale, Arizona 85251, no later than July 31,
1996.
DEAN A. DOUGLAS
SECRETARY
Scottsdale, Arizona
November 21, 1995<PAGE>
PROXY
ALANCO ENVIRONMENTAL RESOURCES CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD DECEMBER 16, 1995
The undersigned hereby constitutes and appoints Norman E. Meyer and
Dean A. Douglas, and each of them, the true and lawful attorneys and
proxies of the undersigned, with full power of substitution and
appointment, for and in the name, place and stead of the undersigned,
to act for and vote all of the undersigned's shares of the common stock
and Class A Preferred Stock of Alanco Environmental Resources
Corporation, an Arizona corporation, at the Annual Meeting of
Shareholders to be held at the Scottsdale Marriott Suites, 7325 E. 3rd
Ave., Scottsdale, Arizona, at 10:00 a.m. Mountain Standard Time, on
December 16, 1995, and any and all adjournments thereof, for the
following purposes:
1. The election of eleven (11) Directors of the Company: [Under
Cumulative Voting the Shareholders May vote the number of
Shares held times the number of directors being elected (11).
Shareholders may either vote the number of shares held for each
directors or concentrate their votes on a single or group of
candidates. For example a Shareholder with 1,000 shares may
cast a total of 11,000 votes (# of shares X 11 directors) for
all, one or a select number of candidates.]
___ FOR all nominees listed below equally among all the nominees
or
Harold S. Carpenter ______ Shares John Connelly _____ Shares
Steven H. Davis ______ Shares Bradley Gordon _____ Shares
Kevin L. Jones ______ Shares Norman E. Meyer _____ Shares
Larry G. Nelson ______ Shares James G Ricketts _____ Shares
Robert J. Scannell ______ Shares Dennis Schlegel _____ Shares
Peter D. Van Oosterhout ______ Shares
2. To approve the Company's Incentive Stock Option Plan.
___ FOR ___ AGAINST ___ ABSTAIN
3. To transact such other business as properly may 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 THE ABOVE.
The undersigned hereby revokes any proxies as to said shares and
heretofore given by the undersigned, and ratifies and confirms all that
said attorneys and proxies may lawfully do by virtue hereof.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATION ABOVE. THIS PROXY
CONFERS DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR
DETERMINED AT THE TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL
MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders, Proxy Statement and Annual Report to
Shareholders furnished therewith.
Dated: _______________, 1995 ______________________________________
______________________________________
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s) hereon. Executors,
administrators, trustees, guardians and attorneys should indicate when
signing. Attorneys should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALANCO
ENVIRONMENTAL RESOURCES CORPORATION. PLEASE SIGN AND RETURN THIS PROXY
TO ALANCO ENVIRONMENTAL RESOURCES CORPORATION, 4110 NORTH SCOTTSDALE
ROAD, SUITE 200, SCOTTSDALE, ARIZONA 85251. THE GIVING OF A PROXY WILL
NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
