UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ALANCO ENVIRONMENTAL RESOURCES CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
011612-30-6
(CUSIP Number)
Antonio A. Cabral, Jr.
Harbinger Capital, L.P.
4635 Executive Drive
Suite 740
San Diego, CA 92121
(415) 658-9039
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 16, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [x].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 13
Exhibit Index Located on Page 11<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 2 of 12
1 Name of Reporting Person Harbinger Capital, L.P.
IRS Identification No. of Above Person 33-0576990
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds OO
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 7,455,720*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 7,455,720*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 7,455,720*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 21.6%*
14 Type of Reporting Person IA
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 3 of 12
1 Name of Reporting Person Antonio A. Cabral, Jr.
IRS Identification No. of Above Person N/A
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds OO
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization U.S.A.
7 Sole Voting Power 14,000
NUMBER OF 8 Shared Voting Power 7,455,720*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 14,000
REPORTING
PERSON WITH
10 Shared Dispositive Power 7,455,720*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 7,469,720*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 21.65%*
14 Type of Reporting Person IN
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 4 of 12
1 Name of Reporting Person Antonio Cabral Corp.
IRS Identification No. of Above Person 33-0576933
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds OO
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-*
NUMBER OF 8 Shared Voting Power 7,455,720*
SHARES
BENEFICIALLY 9 Sole Dispositive Power -0-*
OWNED BY EACH
REPORTING
PERSON WITH 10 Shared Dispositive Power 7,455,720*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 7,455,720*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 21.6%*
14 Type of Reporting Person CO
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 5 of 12
1 Name of Reporting Person Harbinger Partners, L.P.
IRS Identification No. of Above Person 33-0567935
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-*
NUMBER OF 8 Shared Voting Power 1,881,500*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-*
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,881,500*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,881,500*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.5%*
14 Type of Reporting Person PN
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 6 of 12
1 Name of Reporting Person The Athena Fund, Ltd.
IRS Identification No. of Above Person N/A
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization Cayman Islands
7 Sole Voting Power -0-*
NUMBER OF 8 Shared Voting Power 3,297,420*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-*
REPORTING
PERSON WITH
10 Shared Dispositive Power 3,297,420*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 3,297,420*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 9.56%*
14 Type of Reporting Person OO
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 7 of 12
Item 1. Security and Issuer
This Schedule 13D relates to shares of Common Stock (the
"Common Stock") of Alanco Environmental Resources
Corporation, an Arizona corporation (the "Issuer"). The
principal executive office and mailing address of the Issuer
is 15900 North 78th Street, Suite 101, Scottsdale, Arizona
85269.
Item 2. Identity and Background
This Schedule 13D is filed on behalf of Antonio Cabral Corp.
(f/k/a Lyons Capital, Inc.), a California corporation
("Cabral Corp"), Harbinger Capital, L.P. (f/k/a Lyons Capital
Partners, L.P.), a California limited partnership
("Capital"); Antonio A. Cabral, Jr. ("Cabral"); Harbinger
Partners, L.P., a California limited partnership
("Partners"); and The Athena Fund, Ltd., a Cayman Islands
company ("Athena").
Cabral is the sole shareholder, sole director, Chief
Executive Officer, Secretary and Chief Financial Officer of
Cabral Corp. Cabral Corp.'s only business is acting as the
sole general partner of Capital. Capital is an Investment
Adviser registered under Section 203 of the Investment
Advisers Act of 1940. Its sole business is to act as the
sole general partner of Partners and as investment adviser to
various managed accounts. Partners is a California limited
partnership whose principal business is investing in
securities. The principal business address of Cabral, Cabral
Corp, Capital and Partners is 4365 Executive Drive, Suite
740, San Diego, California 92121.
Athena is a Cayman Islands-based company whose sole business
is investing in securities. The principal business office of
Athena is British American Center, First Floor, Dr. Roy's
Drive, P.O. Box 2003, Georgetown, Grand Cayman, Cayman
Islands, British West Indies.
None of the Reporting Persons has been convicted, during the
past five years, of any criminal proceeding (excluding
traffic violations or similar misdemeanors), or been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 8 of 12
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Persons beneficially own
in the aggregate 7,469,720 shares. Of those shares,
1,881,500 are owned by Partners, 3,297,420 are owned by
Athena, 2,276,500 are held in managed accounts for which
Capital acts as investment adviser and Cabral owns 14,000
shares as a personal investment. 7,205,720 of the Shares
deemed to be beneficially owned by Capital and Cabral Corp.,
including the shares owned by Partners and Athena, were
purchased in open market transactions and 250,000 of such
Shares were purchased in 1995 on behalf of Athena in a
private placement transaction. The average price per share of
all such Shares is $2.15 for aggregate cost of $16,024,951.
The shares owned directly by Cabral were purchased in open
market transactions at an average price per share of $1.64
for an aggregate cost of $22,967.50. The funds for the
purchase of shares held by Partners and Athena were working
capital obtained from the contributions of their various
equity owners and from the proceeds those entities'
operations. The funds for the acquisition of the shares held
by the managed accounts and by Cabral came from their own
funds.
Item 4. Purpose of Transaction.
The Reporting Persons acquired and hold the Common Stock for
investment purposes in the ordinary course of the Reporting
Persons' business or investment activities, as applicable.
Depending upon market conditions and other factors, the
Reporting Persons may acquire additional securities of the
Issuer, in the open market, in privately negotiated
transactions or otherwise. Alternatively, depending upon
market conditions and other factors, the Reporting Persons
may, from time to time, dispose of some or all of the
securities of the Issuer that they beneficially own.
Capital has communicated with the Issuer concerning a range
of issues it believes could favorably affect both management
focus and shareholder value, and may continue such
communications. Capital is evaluating various alternatives
to accomplish those goals, including some that could involve
changes in management or membership on the Board of
Directors, and could take actions that would have such
consequences.
Item 5. Interest in Securities of the Issuer
(a), (b) According to the Issuer's most-recent Form 10-Q,
there were 34,508,875 shares of Common Stock issued and
outstanding as most recent Form 10-Q, of April 30, 1996.
Based on such information, after taking into account the<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 9 of 12
transactions described in Item 5(c) below, the following
Reporting Persons report the following direct holdings and
corresponding percentage interests in the Common Stock:
Shares of
Common Percentage
Name Stock Owned Owned
Partners 1,881,500 5.5%
Athena 3,297,420 9.56%
Accounts Managed by 2,276,500 6.6%
Capital
Cabral 14,000 0.04%
Total 7,469,720 21.65%
========= ======
Pursuant to the Agreements of Limited Partnership of Partners
and Fairbanks and certain Investment Management Agreements
between Capital, as investment adviser, and Athena and the
other accounts managed by Capital, voting and investment
power concerning the above shares are held solely by Capital.
(c) During the last 60 days, none of the Reporting Persons
has purchased any shares of the Issuer's Common Stock on the
open market.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
Except as described in Item 5 above, none of the Reporting
Persons or, to the best knowledge of the Reporting Persons,
the other persons named in Item 2, is a party to any
contract, arrangement, understanding or relationship with
respect to any securities of the Issuer, including but not
limited to the transfer or voting of any securities of the
Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Undertaking.<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 10 of 12
Signatures
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
DATED: April 16, 1997.
THE ATHENA FUND HARBINGER CAPITAL, L.P.
By:/s/ Antonio A. Cabral, Jr. By:/s/ Antonio A. Cabral, Jr.
__________________________ __________________________
Antonio A. Cabral, Jr. Antonio A. Cabral, Jr.
Attorney in Fact Attorney in Fact
ANTONIO CABRAL CORP. HARBINGER PARTNERS, L.P.
By:/s/ Antonio A. Cabral, Jr. By:/s/ Antonio A. Cabral, Jr.
__________________________ __________________________
Antonio A. Cabral, Jr. Antonio A. Cabral, Jr.
President Attorney in Fact
/s/ Antonio A. Cabral, Jr.
_____________________________
ANTONIO A. CABRAL, JR.<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 11 of 12
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 12<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 12 of 12
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto,
hereby execute this agreement as an exhibit to the Schedule
to Schedule 13G to evidence the agreement of the below-named
parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule and
any subsequent amendment jointly on behalf of each of such
parties.
DATED: April 16, 1997.
THE ATHENA FUND HARBINGER CAPITAL, L.P.
By:/s/ Antonio A. Cabral, Jr. By:/s/ Antonio A. Cabral, Jr.
__________________________ __________________________
Antonio A. Cabral, Jr. Antonio A. Cabral, Jr.
Attorney in Fact Attorney in Fact
ANTONIO CABRAL CORP. HARBINGER PARTNERS, L.P.
By:/s/ Antonio A. Cabral, Jr. By:/s/ Antonio A. Cabral, Jr.
__________________________ __________________________
Antonio A. Cabral, Jr. Antonio A. Cabral, Jr.
President Attorney in Fact
/s/ Antonio A. Cabral, Jr.
_____________________________
ANTONIO A. CABRAL, JR.<PAGE>
