AMERICAN INTERNATIONAL INDUSTRIES, INC.
601 CIEN STREET, SUITE 235, KEMAH, TX 77565-3077
Tel: (281) 334-9479 Fax: (281) 334-9508
www.americanii.com email: firstname.lastname@example.org
FOR IMMEDIATE RELEASE
AMERICAN INTERNATIONAL INDUSTRIES
FILES A LAWSUIT AGAINST ORION HEALTHCORP, INC.
Kemah, Texas Ė July 18, 2005 American International Industries, Inc. (OTCBB: AMIN) today announced that it filed a lawsuit on July 12, 2005 in the 80th Judicial District Court of Harris County, in Houston, TX against Orion HealthCorp, Inc., formerly SurgiCare, Inc., (American Stock Exchange "ONH") and Brantley Capital Corporation (NASDAQ: BBDCE), Brantley Venture Partners III, LP and Brantley Venture Partners IV, LP ("Brantley") and several of their officers and directors alleging common law fraud, stock fraud, misrepresentation, civil conspiracy and violations of the rules of the American Stock Exchange.
The lawsuit alleges that material and intentional misrepresentations were made to AMIN by the defendants regarding the financial condition of the merger parties, and other material misrepresentations for the purpose of inducing AMIN to convert its $4,500,000 face value class AA convertible preferred stock into 875,000 shares of common stock, adjusted for a 1 for 10 reverse in connection with a merger transaction between SurgiCare, Inc. and companies owned and/or controlled by Brantley.
As a result of the alleged material misrepresentations by the defendants, AMIN believes that the value of 875,000 ONH shares issued to AMIN upon conversion of the class AA preferred stock have plummeted and have lost substantial value. AMINís balance sheet as reported in its most recent quarterly report for the period ended March 31, 2005 reflects the lost value of the 875,000 shares of ONH owned by AMIN, having declined by approximately $2,800,000.
The complaint alleges that Brantley and it affiliates misrepresented the value of the Brantley entities to be merged into ONH, and based on such misrepresentations issued themselves and their affiliates many millions of dollars of ONH shares, notwithstanding the fact that the companies owned and/or controlled by Brantley that were merged into SurgiCare had a "going concern" qualification in their financial statements and their purported value was far below the representations made to AMIN. The Company is seeking actual damages of $3,800,000, punitive damages of $3,800,000, and rescission of the agreement to convert the preferred stock into common stock.
American International Industries, Inc. is a holding company. The Company has holdings in Industry, Oil and Gas Services, Finance, and Real Estate in Houston area. The vision of the Company is to acquire controlling interests in undervalued companies and assets in which it takes an active role to improve their growth and profitability, by providing its subsidiaries with access to capital, leveraging synergies and using AMINís management expertise. As a holding company, AMIN achieves economies of scale by consolidating administrative functions for each of its subsidiaries.
Private Securities Litigation Reform Act Safe Harbor Statement:
The matters discussed in this release contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, that involve risks and uncertainties. All statements other than statements of historical information provided herein may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes", "anticipates", "plans", "expects" and similar expressions are intended to identify forward-looking statements. Factors that could cause actual results to differ materially from those that we may anticipate in each of our segments reflected by our subsidiaries' operations include without limitations, continued acceptance of our products and services, continued growth in the energy sector, increased levels of competition, the dependence upon adequate financing, third party suppliers and the ability to hire and retain qualified management for its operating subsidiaries, and the regulatory environment in the segments in which we operate. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis, judgment, belief or expectation only as of the date hereof.
Investor Relations: Rebekah Ruthstrom Tel: 281-334-9479 email: email@example.com