SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN INDUSTRIES, LTD
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(Name of Registrant as Specified In Its Charter)
- - -----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[ ]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11:
1) Title of each class of securities to which transaction applies
2) Aggregate number of securities to which transaction applies
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ]Fee paid previously with preliminary materials.
[ ]Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid
2) Form, Schedule or Registration Statement No.:
3) Filing Party
4) Date Filed
AMERICAN INDUSTRIES, LTD.
2995 E.SUNSET ROAD SUITE B14
Las Vegas, Nevada 89121
Tel: (702) 898.3022
Fax: (949) 492.8194
NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENTS
("Definitive" - For the Information of the
Securities and Exchange Commission, only)
ANNUAL MEETING
MARCH 28, 2001, 09:00 A.M.
259 W. MARQUITA AVENIDA
SAN CLEMENTE, CA.92672
AMERICAN INDUSTRIES, LTD.
2995 E.SUNSET ROAD Suite B141
LAS VEGAS, NEVADA 89109
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 28, 2001
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To the Stockholders of
AMERICAN INDUSTRIES, LTD.
The Annual Meeting of Stockholders of AMERICAN INDUSTRIES, LTD.,
will be held at 259 W. MARQUITA AVENIDA SAN CLEMENTE CA.92672 on
Wednesday, March 28, 2001 at 09:00 a.m. for the following purposes:
1. Election of Directors.
2. Transactions of such other buisness as may properly come before
the meeting and any ajournment or postponement thereof.
Holders of common stock of record at the close of business on March 1
2001 will be entitled to vote at the meeting or any adjournments thereof.
Whether or not you expect to be present in person at the meeting,
please sign and date the accompanying proxy and return it promptly in the
enclosed business reply envelope, which requires no postage if mailed in
the United States. This will assist us in preparing for the meeting.
This proxy material is being sent to the stockholders of record in
accordance with the company by-laws, Article 1, Sect. 1, requiring at least
five (5) days written notice, specifying time and place, prior to the
holding of the Annual Meeting.
By the Order of the Board of Meeting
George Balis
Chairman of the Board
March 22, 2001
YOUR VOTE IS IMPORTANT. PLEASE PROMPTLY MARK, DATE,SIGN AND RETURN YOUR PROXY
IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
American Industries, Ltd.
259 W. Marquita Avenida
San Clemente CA.92672
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2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 28, 2001
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GENERAL INFORMATION
The Board of Directors of American Industries, Ltd., ("AIL" or the
"Company") is soliciting the accompanying Proxy for use at the 2000 annual
meeting of shareholders (the "Annual Meeting") to be held Wednesday, March
28, 2001, at 09:00 A.M., at 259 W. Marquita San Clemente CA. 92672,
and at any and all adjournments or postponements thereof.
Any shareholder giving a Proxy has the right to revoke it at any time
before it is voted by giving written notice to the Secretary of AIL, by
delivering to the Secretary of AIL a duly executed proxy bearing a later
date, or by attending and voting in person at the Annual Meeting. At the
Annual Meeting, the designated proxy holders will vote the shares of common
stock, $.10 par value per share (the "Common Shares"), represented by a Proxy
which is received and not revoked. Where the shareholder specifies a choice
on the Proxy Card with respect to any matter to be acted upon, the Common
Shares will be voted in accordance with the choice specified. Where no choice
is specified, the shares represented by a signed Proxy Card will be voted in
favor of the proposals set forth in the Proxy Card attached hereto.
Shareholders are invited to attend the Annual Meeting. Whether or not
you expect to attend, you are urged to sign, date, and promptly return the
enclosed Proxy Card in the enclosed postage prepaid envelope. If your shares
are held of record by a broker, bank or other nominee and you wish to attend
and vote your shares at the Annual Meeting you must obtain a letter from the
broker, bank or nominee confirming your beneficial ownership of the shares
and a written Proxy from the holder issued in your name, and bring it to the
Annual Meeting.
This Proxy Statement and the accompanying Proxy Card are first being
mailed to shareholders on or about March 22, 2001.
The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, and without additional compensation for
such services, proxies may be solicited personally, or by telephone or
telegraph, by officers or employees of the Company. AIL will also request
banking institutions, brokerage firms, custodians, trustees, nominees,
fiduciaries and other like parties to forward the solicitation materials
to the beneficial owners of Common Shares held of record by such persons,
and the Company will upon request of such record holders reimburse
forwarding charges and expenses.
SHARES OUTSTANDING AND VOTE REQUIRED
At the close of business on March 1, 2001, the record date for
determination of shareholders entitled to notice of, and to vote at, the
Annual Meeting, approximately 20,006,586 Common Shares of AIL were
outstanding. Each whole Common Share is entitled to one vote. There is no
right to cumulative voting. A majority of the outstanding Common Shares
represented in person or by proxy will constitute a quorum at the Annual
Meeting.
Assuming the existence of a quorum, the four nominees for election
as directors who receive the highest number of votes at the Annual Meeting
will be elected as directors.
The tabulation of the votes will be carried out by management.
Abstentions and broker non-votes are counted as Common Shares represented
at the Annual Meeting for purposes of determining a quorum. An abstention
has the effect of a vote withheld with respect to the election of directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Common Shares of the Company as of March 31, 2000, by each
person known by the Company to the be the beneficial owner of more than five
percent (5%) of the Company's outstanding common shares, each director of the
Company, the officers of the Company, and by all directors and officers as a
group. To the Company's knowledge each person named in the table has sole
voting and investment power with respect to all shares shown as beneficially
owned by such persons, and the address of each person named is the same as
the Company's unless otherwise indicated in the accompanying notes.
COMMON SHARES BENEFICIALLY OWNED
BENEFICIAL OWNER (1) AMOUNT PERCENT OWNED
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George Balis 11,955,000 59.8%
Dorothy Monroe 2,697,161 13.5%
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14,652,161 73.3%
OFFICERS AND DIRECTORS
AS A GROUP AMOUNT PERCENT OWNED
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George Balis 11,955,000 59.8%
Mary Kinn 35,550 *
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11,990,550 59.8%
NOTE: An asterisk in the chart denotes ownership of less than 1% of the
outstanding common stock.
ELECTION OF DIRECTORS
The Common Shares represented by the accompanying Proxy will be voted
to elect the four nominees named herein to serve for a one-year term, or
until their successors are elected and qualified. Should any of the three
nominees named herein become unavailable for election, which is not
anticipated, the Common Shares represented by the accompanying Proxy will
be voted for the election of another person recommended by AIL.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NAMED
NOMINEES AS DIRECTORS OF AIL.
The following table sets forth certain information as to the nominees,
including their ages, principal business experience during the past five
years, the year they each first became a director. None of the nominees have
Board Committee membership and other directorships currently held in
companies with a class of securities registered pursuant to Section 12 of the
Exchange Act or subject to the requirements of Section 15(d) of that Act or
any company registered as an investment company under the Investment Company
Act of 1940. There are no standing committees of the Company appointed by the
Board of Directors at this time.
NOMINEES FOR ELECTION AS DIRECTORS
AMOUNT
PRINCIPAL BUSINESS NATURE
EXPERIENCE DURING PAST BENEFICIAL
5 YEARS AND ALL DIRECTOR OWNERSHIP
DIRECTOR POSITIONS WITH AIL AGE SINCE COMMON/SHARES
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George Balis 57 1993 11,955,000
Chairman of Board
President and CEO;
President Chairman of
Board Managing Director
Global Technologies SA
Mary Kinn Director and Secretary 87 1998 35,550
of AIL;
President Charmakin,
Ltd.; Former Associate
Professor Long Beach
City College
George Balis Jr. Sales, Marketing and 30 1999 -0-
Real Estate experience;
Bachelor's Degree in
Communications,
St. Johns University,
New York
Marco Crozzoletto Bachelor's Degree in 37 0 100
Business Administration,
Attended Italian Institute
of Banking and finance
licenced Financial Advisor
by Italian Authorities
COMPENSATION OF DIRECTORS
The Company pays its directors and officers no fees for their services
as directors or officers. Nor are directors or officers of the Company
entitled to receive stock options or other stock rights pursuant to any
existing stock option or other employee benefit plan. Expenses of officers
and directors that may be incurred by them in the ordinary course of business
for or on behalf of the Company are reimbursed by the Company as allowable
expenses.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and officers, and persons who own more than ten percent
(10%) of a registered class of its equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of common stock and other equity securities of the
Company. Such officers, directors and beneficial owners are also required by
Securities and Exchange Commission rules and regulations to furnish the
Company with copies of all Section 16(a) forms filed by them.
The Company is not aware of the filing of any late reports by any
officer or director or more than 10% shareholders pursuant to Section 16(a).
OFFICERS AND KEY EMPLOYEES
The executive officers and key employees of the Company are:
NAME AGE POSITION HELD
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George Balis 57 Chairman of the Board
Of Directors, President,
Chief Executive Officer
Mary Kinn 87 Director and Secretary
George Balis Jr 30 Director and Treasurer
The following is a biographical summary of experience for the
executive officers, and key employees of the Company:
GEORGE BALIS had served as a Director, Vice-President, and Assistant
Secretary-Treasurer of Registrant from 1993 until the death of its former
President Zack C. Monroe, on July 25, 1997. Mr. Balis was elected to the
positions of Chairman of the Board, President and Chief Executive Officer
at a Special Meeting of the Stockholders on September 15, 1997. Mr. Balis
also is President, CHB, Managing Director of subsidiary Global Technologies
SA; and prior thereto for approximately six years Mr. balis was in charge
of operations for his family-owned shipping business with a chartered
fleet of eight steamships.
MARY KINN has been the President and Director of Charmakin, Ltd., since 1978
She was a student at Washington Square College, New York University and the
University of California where she received her community college teacher's
training. She was an Associate Professor in allied health technology at Long
Beach College and is a professional writer, having written textbooks for
medical assistants and medical terminology students published by W.B.Sanders
Company and Delmar Publications, respectively. She was a founding member and
Chairwoman of the California State Certification program for medical
assistants from 1990-1994, and also held executive officer positions with
the American Association of Medical Assistants of California.
GEORGE BALIS JR. has obtained a degree in communications from St. John's
University in New York City. He has various business experience in sales,
marketing and real estate.
Marco Crozzolleto * Bachelor's degree in business administration, attented
Italian Institute of banking and finance, licenced financial advisor by
Italian Authorities. Founder and maneging director of Info&Tech
involved in operations and marketing of high tecnology companies.
*Note: Indicates nominees to the Board of Directors
COMPENSATION
The Company did not pay any compensation to its officers during the
year 2000.
EMPLOYMENT CONTRACTS
The Company does not have any employment contracts with its officers
and directors.
COMPARATIVE STOCK PERFORMANCE
There has been no public market for the Company's Common Stock during
the year 2000.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder of the Company intended to be presented
at the 2001 Annual Meeting of shareholders must be received by AIL at its
principal executive officers at a reasonable time prior to such meeting for
inclusion in the Company's proxy statement and form of proxy relating to that
meeting.
OTHER MATTERS
The Company is not aware of any business or matter other than those
indicated above which may properly be presented at the Annual Meeting. If,
however, any other matter properly comes before the Annual Meeting, the proxy
holders will, in their discretion, vote thereon in accordance with their best
judgment.
By Order of the Board of Directors,
___________________________________
George Balis, President
March 22, 2000
American Industries, Ltd.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
2000 ANNUAL MEETING OF SHAREHOLDERS - - March 28, 2001
George Balis, Mary Kinn, George Balis Jr and each of them, are hereby
appointed proxies, with full power of substitution and are hereby authorized
to represent and vote all shares of common stock of the undersigned at the
Annual Meeting of Shareholders of American Industries, Ltd. to be held at
09:00 a.m. at 259 W. Marquita Avenida San Clemente CA. 92672, on March 28
2001, and at any postponements or adjournments thereof, in the
manner indicated below, and in their discretion on any other matter which may
properly come before the Meeting.
This proxy will be voted in accordance with the instructions given. In
the absence of instructions, the Proxy will be voted FOR the three nominees
named below and in the discretion of the persons hereby appointed as proxies
with respect to any other matters that may properly come before the Meeting
or any postponements of adjournments thereof.
SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THIS PROXY
PROMPTLY IN THE ENVELOPE PROVIDED WHICH REQUIRES NO POSTAGE IF MAILED
WITHIN THE UNITED STATES.
AMERICAN INDUSTRIES, LTD.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES:
1. Election of four Directors For Withheld For all
All All Except
Nominees:
George Balis ( ) ( ) ( )
Mary Kinn ( ) ( ) ( )
George Balis Jr. ( ) ( ) ( )
Marco Crozzoletto ( ) ( ) ( )
(Instruction: to withhold authority to vote for any one or more
Nominees (s), write the name (s) of such Nominee (s) in the space provided
below.)
2. In their discretion, upon such other matter or matters which may
properly come before the meeting or any postponements or adjournments
thereof.
The undersigned hereby revokes any proxy heretofore given to vote at the
Annual Meeting and acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement dated March 22, 2001.
- -------------------------------, 2001
(date)
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Signature of Shareholder (s)
Please sign exactly as the name or names appear
hereon. A proxy executed by a corporation should be
signed in its name by its authorized officers.
Executors, administrators and trustees should so
indicate when signing.