-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FkgCmPEgX8vnFfKlJ4X7crI+1D4iUxq7CdKQVMaFqg/m3cFx+Fwlla9B9B1D6Shq 0R353sbHGpKigmOrijn8Og== 0000906344-97-000078.txt : 19970521 0000906344-97-000078.hdr.sgml : 19970521 ACCESSION NUMBER: 0000906344-97-000078 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970520 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALANCO ENVIRONMENTAL RESOURCES CORP CENTRAL INDEX KEY: 0000098618 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 860220694 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50817 FILM NUMBER: 97612014 BUSINESS ADDRESS: STREET 1: 15900 N 78TH ST STREET 2: SUITE 101 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 602-607-1010 MAIL ADDRESS: STREET 1: 15900 N 78TH ST STREET 2: SUITE 101 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: ALANCO RESOURCES CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALANCO LTD DATE OF NAME CHANGE: 19901004 FORMER COMPANY: FORMER CONFORMED NAME: TOMBSTONE MINERAL RESERVES INC DATE OF NAME CHANGE: 19801106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY FALK & RABKIN CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 FORMER COMPANY: FORMER CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK DATE OF NAME CHANGE: 19930601 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. 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. CUSIP NO. 011612-30-6 SCHEDULE 13D Page 19 of 28 Item 3. Source and Amount of Funds or Other Consideration
Aggregate Reporting Persons Source of Funds Purchase Price 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 Felix Personal Funds $114,203 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 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. 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 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% 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: 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 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 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 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 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 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----