-----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, UEOwkXuaXlv8z5JJSggdC8m8pSWWDXlBmuXRJyR5RLcWB+9nz9eobPVVuQK5KQMQ p3tkqwIH1q3DxGKJiUrPVQ== 0000906344-97-000071.txt : 19970418 0000906344-97-000071.hdr.sgml : 19970418 ACCESSION NUMBER: 0000906344-97-000071 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970417 SROS: NONE 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-50817 FILM NUMBER: 97582731 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 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 1 SCHEDULE 13D 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 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 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 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 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 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 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. 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 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. 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. CUSIP NO. 011612-30-6 SCHEDULE 13D Page 11 of 12 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 12 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. -----END PRIVACY-ENHANCED MESSAGE-----