UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
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
(619) 658-9039
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 20, 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 28
Exhibit Index Located on Page 25<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 2 of 28
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 21.1%
14 Type of Reporting Person IA
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 3 of 28
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 United States
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 21.1%*
14 Type of Reporting Person IN
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 4 of 28
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
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 21.1*
14 Type of Reporting Person CO
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 5 of 28
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) [x]
(b) [ ]
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 5.3*
14 Type of Reporting Person PN
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 6 of 28
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) [x]
(b) [ ]
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
SHARES 8 Shared Voting Power 3,297,420*
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 9.3*
14 Type of Reporting Person OO
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 7 of 28
1 Name of Reporting Person Peter A. Feinman
IRS Identification No. of Above Person ###-##-####
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds PF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
7 Sole Voting Power 130,000*
NUMBER OF 8 Shared Voting Power 2,000*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 130,000*
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,000*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 132,000*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.4*
14 Type of Reporting Person IN
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 8 of 28
1 Name of Reporting Person Dr. Deborah Ross
IRS Identification No. of Above Person ###-##-####
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds PF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
7 Sole Voting Power 218,600*
NUMBER OF 8 Shared Voting Power 0
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 218,600*
REPORTING
PERSON WITH 10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 218,600*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.6*
14 Type of Reporting Person IN
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 9 of 28
1 Name of Reporting Person Betty Brown
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 PF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization Canada
7 Sole Voting Power 110,000*
NUMBER OF 8 Shared Voting Power 0
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 110,000*
REPORTING
PERSON WITH 10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 110,000*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.3*
14 Type of Reporting Person IN
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 10 of 28
1 Name of Reporting Person 264646 Alberta Limited
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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 Canada
7 Sole Voting Power 0
NUMBER OF
SHARES 8 Shared Voting Power 359*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power 0
PERSON WITH
10 Shared Dispositive Power 359*
11 Aggregate Amount Beneficially Owned by Each Reporting Person 359*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.0%*
14 Type of Reporting Person CO
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 11 of 28
1 Name of Reporting Person Vic Walls
IRS Identification No. of Above Person
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 Canada
7 Sole Voting Power 234,359*
NUMBER OF
SHARES 8 Shared Voting Power 0
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 234,359*
REPORTING
PERSON WITH 10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 234,359*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.7*
14 Type of Reporting Person IN
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 12 of 28
1 Name of Reporting Person Marvin Landau
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds PF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
7 Sole Voting Power 113,000*
NUMBER OF
SHARES 8 Shared Voting Power 0
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 113,000*
REPORTING
PERSON WITH 10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 113,000*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.3*
14 Type of Reporting Person IN
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 13 of 28
1 Name of Reporting Person Dr. James Felix
IRS Identification No. of Above Person 299-30-397
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds PF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
7 Sole Voting Power 86,200*
NUMBER OF
SHARES 8 Shared Voting Power 0
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 86,200*
REPORTING
PERSON WITH 10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 86,200*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.2*
14 Type of Reporting Person IN
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 14 of 28
1 Name of Reporting Person John Thomsen
IRS Identification No. of Above Person ###-##-####
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 United States
7 Sole Voting Power 230,000*
NUMBER OF
SHARES 8 Shared Voting Power 0
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 230,000*
REPORTING
PERSON WITH 10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 230,000*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.7*
14 Type of Reporting Person IN
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 15 of 28
1 Name of Reporting Person Dr. Logan Roots
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds PF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
7 Sole Voting Power 227,800*
NUMBER OF
SHARES 8 Shared Voting Power 0
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power 227,800*
PERSON WITH
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 227,800*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.6*
14 Type of Reporting Person IN
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 16 of 28
1 Name of Reporting Person Chris L. Thollaug
IRS Identification No. of Above Person ###-##-####
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds PF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
7 Sole Voting Power 143,500*
NUMBER OF
SHARES 8 Shared Voting Power 0
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power 143,500*
PERSON WITH
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 143,500*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 0.4*
14 Type of Reporting Person IN
* See Item 5 below<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 17 of 28
Harbinger Capital Management, L.P. hereby amends and
restates, as set forth below, its Statement on Schedule 13D
filed on April 17, 1997 (the "Statement") relating to the
Common Stock of Alanco Environmental Resources Corporation.
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
(a)(b)(c) This Amendment No. 1 to 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"); The Athena Fund, Ltd., a Cayman
Islands company ("Athena"), Peter Feinman ("Feinman"), Dr.
Deborah Ross ("Ross"), Betty Brown ("Brown"), Vic
Walls,("Walls"), 264646 Alberta Limited ("264646"), Marvin
Landau ("Landau"), Dr. James Felix ("Felix"), John Thomsen
("Thomsen"), Dr. Logan Roots ("Roots") and Christopher L.
Thollaug ("Thollaug") (collectively, the "Reporting
Persons".) The Reporting Persons exclusive of 264646 shall be
defined as the "Group Members."
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.
Feinman is an individual investor and his principal business
address is c/o PAF Capital Management is 2000 Broadway, Suite
311, San Francisco, California 94115. <PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 18 of 28
Ross is employed as a clinical psychologist and her principal
business address is 19845 Skyline Boulevard, Los Gatos,
California 95030.
Brown is a housewife residing at 7061 Fielding Avenue,
Halifax, Novascotia, Canada B3L2H1.
264646 Alberta Ltd. is a corporation organized in Alberta,
Canada that holds assets of Messrs. Walls and Chappell and is
principally located at 3 McConnell Close, Red Deer, Alberta,
Canada T4N1J7.
Walls is employed in the paving industry and his principal
business address is c/o Border Paving Ltd., 6711 Golden West
Avenue, Red Deer, Alberta, Canada T4P1A7.
Landau is employed as a marketing consultant and his
principal business address is c/o Marketing Consultants, 4453
Haskell Avenue, Encino, California 91438.
Felix is employed as a periodontist and his principal
business address is c/o Periodontics and Oral Diagnosis,
Inc., 484 South Miller road, Akron, Ohio 44333-4119.
Thomsen is employed as a real estate developer and his
principal business address is 16826 North 60th Place,
Scottsdale, Arizona 86264.
Roots is employed as a medical doctor and his principal
business address is 3920 Old Santa Fe Trail, Santa Fe, New
Mexico 87505-4538.
Thollaug is self employed as a management and computer
systems consultant and his principal business address is P.O.
Box 371018, Montara, California 94037.
(d)(e) 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.
(f) See item 6 of the cover pages incorporated herein by
reference.<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 19 of 28
Item 3. Source and Amount of Funds or Other Consideration
<TABLE>
<CAPTION>
Aggregate
Reporting Persons Source of Funds Purchase Price
<C> <C> <C>
Partners, Athena, Working Capital and $16,024,951
Capital and Cabral Managed Accounts
Corp.
Cabral Personal Funds $22,968
Feinman Personal Funds $297,000
Ross Personal Funds $464,650
Brown Personal Funds $439,740
264646 Working Capital $502
Walls Share Exchange and $270,504
Personal Funds
Landau Personal Funds $94,850 <F1>
Felix Personal Funds $114,203 <F2>
Thomsen Share Exchange and $322,000
Personal Funds
Roots Personal Funds $379,100
Thollaug Personal Funds $348,705
Except as indicated below, the Common Stock held by the
Reporting Persons was purchased in open market transactions
at the then fair market value of the Common Stock.
Athena purchased 250,000 of its shares of Common Stock in a
private placement.
264646, owned by Walls and Doug Chappell, received 800,000
shares of the Common Stock and Thomsen received 400,000
shares of the Common Stock pursuant to a certain stock
purchase agreement whereby Walls, Chappel and Thomsen sold
their interest in Fry Guy, Inc. to Amarante Inc., an overseas
corporation. 799,641 shares of Common Stock owned by 264646
were distributed to its shareholders Walls and Chappel. In
<FN>
<F1> 50,000 shares of Common Stock owned by Landau were purchased on the
open Market for an aggregate of $94,850 and the remaining 63,000 shares
were purchased in numerous transactions on the open market at the then fair
market value of the Common Stock.
<F2> 10,000 shares of Common Stock owned by Felix were purchased on the
open Market for an aggregate of $19,577; 45,400 shares of Common Stock
owned by Felix were purchased on the open market for an aggregate of
$94,262 and the remaining 31,800 shares were purchased in numerous
transactions on the open market at the then fair market value of the Common
Stock.
/TABLE
<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 20 of 28
addition, Thomsen and Walls have purchased and sold shares of
the Common Stock on the open market.
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.
Several of the Group Members have communicated with the
Issuer concerning a range of issues they believe could
favorably affect both management focus and shareholder value,
and may continue such communications. The Group Members
intend to demand that the Issuer call a special meeting of
the shareholders of the Issuer for the purpose of holding an
election of the Board of Directors.
Item 5. Interest in Securities of the Issuer
(a), (b) According to the Issuer's most-recent Form 10-Q,
there were 35,346,527 shares of Common Stock issued and
outstanding as of May 7, 1997. Based on such information,
after taking into account the 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
Group Member Stock Owned Owned
Partners 1,881,500 5.3%
Athena 3,297,420 9.3%
Accounts Managed by 2,276,800 6.4%
Capital
Cabral 14,000 0.0%
Peter Feinman 132,000 0.4%
Ross 218,600 0.3%
Brown 110,000 0.6%
Walls 234,000 0.7%
Landau 113,000 0.3%
Felix 85,800 0.2%
Thomsen 230,000 0.7%<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 21 of 28
Roots 225,000 0.6%
Thollaug 143,500 0.4%
Total 8,962,379 25.3%
========= ----=
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 such shares are held solely by Capital.
Of the 130,000 shares owned by Feinman, 25,000 shares are
held in his Bear, Stearns Individual Retirement Account and
2,000 shares are owned by Ellen Feinman and held in the name
of her Bear Stearns Individual Retirement Account. Peter
Feinman holds sole voting power and sole dispositive power
over the shares owned by him and pursuant to an agreement
with Ellen Feinman, controls the voting power and dispositive
power over the shares owned by Ellen Feinman.
Of the 218,600 shares owned by Ross, 4,150 shares are held in
the name of Resources Trust, Trustee for the Benefit of
Deborah Ross and 4,450 shares are held in the name of the
Resources Trust Money Purchase Plan. Ross holds sole voting
power and sole dispositive power over all such shares.
Of the 234,359 shares owned by Walls, 359 shares are held in
the name of 264646 Alberta Limited, a Canadian corporation,
of which Walls serves as the president and sole director.
Walls holds sole voting power and sole dispositive power over
all of such shares.
Of the 113,000 shares owned by Landau, 37,800 shares are held
in the name of the Marketing Consultant's Retirement Plan.
Landau holds sole voting power and sole dispositive power
over all such shares.
Of the 86,200 shares owned by Felix, 29,000 shares are held
jointly in the name of James and Judith Felix and 1,800
shares are held in the James E. Felix Individual Retirement
Account. In addition, 10,000 and 45,000 shares,
respectively, are held by National City Bank-Akron, Custodian
of Record-Pat Allen, for the benefit of certain of Felix'
employees and in a separate employee profit sharing plan for
Felix' benefit. Felix holds sole voting power and sole
dispositive power over all such shares.
The 143,000 shares owned by Thollaug are held jointly with
Suzanne L. Stephanik. Thollaug holds sole voting power and
sole dispositive power over all such shares.
(c) During the last 60 days, none of the Reporting Persons
has purchased any shares of the Common Stock on the open
market except as follows:<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 22 of 28
1. On May 1, 1997, Thomsen sold 3,000 shares of Common Stock
for an aggregate of $3,187.50 or $1.0625 per share.
2. On April 25, 1997, Walls purchased 64,670 shares of
Common Stock for an aggregate purchase price of
$74,758.52 or $1.156 per share.
3. On April 28, 1997, Walls purchased 14,500 shares of the
Common Stock for an aggregate purchase price of $16,762
or $1.156 per share.
4. On April 29, 1997, Walls purchased 4,500 shares of Common
Stock for an aggregate purchase price of $5,202 or $1.156
per share.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
The Group Members have entered into an agreement to demand
that the Issuer call a special meeting of the shareholders of
the Issuer for the purpose of electing a new Board of
Directors.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Undertaking.
Exhibit B Demand for Special Meeting<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 23 of 28
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: May 19, 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
264646 ALBERTA LIMITED
By:/s/ Vic Walls /s/ Antonio A. Cabral, Jr.
__________________________ _____________________________
Vic Walls, President ANTONIO A. CABRAL, JR.
/s/ Peter A. Feinman /s/ Logan Roots
______________________________ _____________________________
PETER A. FEINMAN LOGAN ROOTS
/s/ Deborah Ross /s/ Betty Brown
______________________________ _____________________________
DEBORAH ROSS BETTY BROWN
/s/ James Felix /s/ Vic Walls
______________________________ _____________________________
JAMES FELIX VIC WALLS<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 24 of 28
/s/ Marvin Landau /s/ Christopher L. Thollaug
______________________________ _____________________________
MARVIN LANDAU CHRISTOPHER L. THOLLAUG
/s/ John Thomsen
______________________________
JOHN THOMSEN<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 25 of 28
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 26
Exhibit B Demand for Special Meeting Page 27<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 26 of 28
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto,
hereby execute this agreement as an exhibit to Amendment No.
1 to Schedule 13D 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: May 19, 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
264646 ALBERTA LIMITED
By:/s/ Vic Walls /s/ Antonio A. Cabral, Jr.
__________________________ _____________________________
Vic Walls, President ANTONIO A. CABRAL, JR.
/s/ Peter A. Feinman /s/ Logan Roots
______________________________ _____________________________
PETER A. FEINMAN LOGAN ROOTS
/s/ Deborah Ross /s/ Betty Brown
______________________________ _____________________________
DEBORAH ROSS BETTY BROWN
/s/ James Felix /s/ Vic Walls
______________________________ _____________________________
JAMES FELIX VIC WALLS
/s/ Marvin Landau /s/ Christopher L. Thollaug
______________________________ _____________________________
MARVIN LANDAU CHRISTOPHER L. THOLLAUG
/s/ John Thomsen
______________________________
JOHN THOMSEN<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 27 of 28
EXHIBIT B
May 20, 1997
Mr. Edward Maley, President
Ms. Cindy Castellano, Corporate Secretary
Alanco Environmental Resources Corporation
15900 N. 78th Street, Suite 101
Scottsdale, AZ 85269
Dear Mr. Maley and Ms. Castellano:
On behalf of myself and the other shareholders listed on
the attached page, we hereby exercise our collective shareholder
right to demand that Alanco Environmental Resources Corporation
hold a special meeting of shareholders as soon as possible for
the purpose of conducting an election of the entire Board of
Directors.
Sincerely,
/s/ Antonio A. Cabral, Jr.
Antonio A. Cabral Jr.
cc: Mark Whatley, Esq.
Paul Reiner, Esq.<PAGE>
CUSIP NO. 011612-30-6 SCHEDULE 13D Page 28 of 28
Shares
Shareholder Controlled
Harbinger Capital, L.P. 2,276,800
The Athena Fund, Ltd. 3,297,420
Harbinger Partners, L.P. 1,881,500
Bobby Cabral 14,000
Peter A. Feinman 132,000
Chris L. Thollaug 143,500
Dr. Deborah Ross 218,600
Betty Brown 110,000
Vic Walls 234,359
Marvin Landau 113,000
Dr. James Felix 86,200
John Thomsen 230,000
Dr. Logan Roots 225,000
TOTAL: 8,962,379<PAGE>
