AMERICAN INTERNATIONAL INDUSTRIES,
INC. (OTCBB: "AMIN")
601 CIEN STREET, SUITE 235, KEMAH, TX 77565-3077
Tel: (281) 334-9479 Fax: (281) 334-9508
INTERNATIONAL INDUSTRIES ANNOUNCES STATUS OF PITTS & SPITTS AND SURGICARE TRANSACTIONS
Kemah, Texas November 25, 2002 American International Industries, Inc. (OTCBB: AMIN) announced today that as previously reported in March, 2001 AMIN sold one of its wholly owned manufacturing subsidiaries, Har-Whit/Pitts & Spitts (HW/P&S), a barbecue pits and fabricated products manufacturer, based in Houston Texas to Oxford Knight International, a publicly traded company (pinksheets: OXFD). As a substantial part of the total consideration AMIN received $2,000,000 in secured four-year promissory notes bearing interest at eight percent. The security for said notes includes Real Estate properties (42,000 sq. ft. manufacturing facility located at 14221 Eastex Freeway, Houston, Texas) recently appraised by an independent bank and valued at $1,400,000. In addition to the Real Estate, the notes were secured by machinery and equipment reflected in UCC filings, and the franchise of HW/P&S. In addition, AMIN received a complete personal guarantee for the payment of the secured notes from the largest shareholder of OXFD and his wife. Further, as additional consideration AMIN received a 25% interest (non-dilutive) in common shares of OXFD and further OXFD assumed certain liabilities of HW/P&S of approximately $500,000.
OXFD advised AMIN that OXFD was the controlling shareholder in a reporting publicly traded company and that OXFD changed its name to Pitts & Spitts, Inc., with the trading symbol PSPP. OXFD further stated that it transferred HW/P&S and another subsidiary, Fabricating Solutions, to PSPP. In addition to the previous guarantees and security agreements, PSPP further assumed all of the debt of OXFD owed to AMIN. After substantial due diligence and AMINs board approval, an agreement was reached on November 16, 2002 between OXFD, Syracuse (the largest shareholders of PSPP), PSPP and AMIN whereby it was agreed that 10,500,000 (non-dilutive) shares of PSPP common stock will be issued to AMIN with a market value of approximately $0.50 per share. Said shares will be held in escrow to secure the payment of $2,190,000 owed to AMIN. An additional 1,600,000 shares of PSPP will be acquired by AMIN or its designee from existing shareholders of PSPP. As additional consideration to AMIN, PSPP and its controlling shareholders have guaranteed the receipt by AMIN in cash of $2,190,000 from this transaction. As additional collateral and security for such corporate and personal guarantees, the 51% owners of PSPP shares shall deposit all of their shares in escrow with Vanderkam & Sanders, attorneys. The controlling shares will remain in escrow until such time that AMIN receives cash proceeds from the sale of PSPP shares owned by AMIN totaling $2,190,000. In the event of a proceeds shortfall from the sale of PSPP shares owned by AMIN, the owners of 51% of PSPP personally guaranteed to AMIN the payment of such shortfall. AMIN will continue to carry investment on its books as previously stated, although the value of the PSPP shares in the market is substantially higher, the board of AMIN feels that due to substantial market fluctuations in PSPP shares from time to time, AMIN has taken the conservative approach to this investment. AMIN previously reserved on its books $450,000 relating to its investment and receivables. For additional details please read AMIN and PSPP SEC filings.
AMINs business strategy includes the periodic sale of assets for cash, receivables, common shares, preferred shares, or any other consideration the Company feels is in the best interest in increasing value to its shareholders. Recently, AMIN exchanged $1,500,000 of the preferred shares it owned of SurgiCare, Inc. (AMEX: SRG) and received in exchange of such $1,500,000 preferred a total of 3,658,537 shares of common stock with a present market value substantially greater than the $1,500,000 of preferred. In addition to the common shares received, AMIN still owns an additional $4,500,000 of the preferred shares. Of course, the market shares value fluctuates constantly, however, AMIN believes it made the right decision by this conversion, consistent with its business strategy.
American International Industries, Inc. is a growing holding company. The company has holdings in Industry, Finance, Real Estate in Houston Texas and surrounding areas, and Oil & Gas. The vision of the Company is to develop holdings in various industries through acquisition of existing companies, applying the financial resources and management expertise to foster the growth and profitability of the acquired businesses. The holding company serves as a financial and professional partner to the management of the subsidiaries. The role of the holding company is to improve each subsidiarys access to capital, achieve economies of scale by consolidating administrative functions, and utilize the financial and management expertise of corporate personnel across all units. The company is continuing to work with management of the subsidiary companies to improve revenues, operations and profitability.
Investor Relations: Rebekah Ruthstrom Tel: 281-334-9479 email: firstname.lastname@example.org
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 value of our real estate portfolio, the strength of the real estate market in Houston, Texas as a whole, continued acceptance of the Company's products and services, increased levels of competition, new products and technology changes, the dependence upon financing, third party suppliers and intellectual property rights, the rules of regulatory authorities and risks associated with any potential acquisitions. 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.