American Energy Announces Lawsuit by Georg von Canal to Contest Removal From Board and Announces Special Meeting of Shareholders.Business/Energy Editors HOUSTON--(BUSINESS WIRE)--March 11, 2002 The American Energy Group, Ltd. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :AMEL) announced today that a lawsuit was filed by Georg von Canal in Cause No. 2002-11247, in the 270th District Court of Harris County Harris County is the name of several counties in the United States:
The lawsuit names both the company and William M. Aber, Jr. as defendants and seeks a court interpretation under the Texas Declaratory Judgment declaratory judgment In law, a judgment merely declaring a right or establishing the legal status or interpretation of a law or instrument. It is binding but is distinguished from other judgments or court opinions in that it includes no executive element (an order that Act that the vote was legally insufficient due to a Nevada statutory provision requiring a two-thirds vote of shareholders to effect the removal of a sitting director. The Nevada statute in question conflicts with a provision in the company's Bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an requiring only a simple majority vote to effect the removal of a director. In addition, Mr. von Canal requested that the Court issue an immediate temporary restraining order temporary restraining order: see injunction. and a temporary injunction temporary injunction n. a court order prohibiting an action by a party to a lawsuit until there has been a trial or other court action. A temporary injunction differs from a "temporary restraining order" which is a short-term, stop-gap injunction issued pending a enjoining en·join tr.v. en·joined, en·join·ing, en·joins 1. To direct or impose with authority and emphasis. 2. To prohibit or forbid. See Synonyms at forbid. the company, Mr. Aber and their agents or representatives from:
1) Directly or indirectly removing Mr. von Canal from his position as
president and chairman of the board of directors of The American
Energy Group, Ltd. by the vote of stockholders representing not
less than two-thirds of the voting power of The American Energy
Group, Ltd.
2) Directly or indirectly interfering with Georg von Canal's lawful
exercise of his rights and duties as chairman of the board of
directors and president of the The American Energy Group, Ltd.
The court denied the request for an immediate temporary restraining order. A temporary injunction hearing will be conducted by the Court on March 22, 2002. The company has filed a counterclaim A claim by a defendant opposing the claim of the plaintiff and seeking some relief from the plaintiff for the defendant. A counterclaim contains assertions that the defendant could have made by starting a lawsuit if the plaintiff had not already begun the action. against Mr. von Canal to enjoin To direct, require, command, or admonish. Enjoin connotes a degree of urgency, as when a court enjoins one party in a lawsuit by ordering the person to do, or refrain from doing, something to prevent permanent loss to the other party or parties. Mr. von Canal from unauthorized acts and for an accounting of company funds. A trial on the remaining merits has not been scheduled. The company further announced that it has called for a special meeting of shareholders to be held at 1:00 pm on June 1, 2002 at the company's principal offices at 9441 Sam Houston Parkway, Houston, Texas, for the purpose of conducting an election of a new board of directors. The Special Meeting was called in response to a written request for a special meeting for such purposes by Zubair Kazi, Manfred Welser and Brown Brothers Harriman (Finter Bank Zurich), representing a total of 11,784,606 shares, or approximately 16% of the company's outstanding Common Stock. The company's Bylaws require that a special meeting be called if requested by the holders of at least ten percent (10%) of the outstanding Common Stock. The company previously announced the Blakely C-55 Well in the Blue Ridge Field is scheduled for spudding within the week. The American Energy Group, Ltd. is an independent oil and gas exploration, drilling and production company based in Houston, engaged in international exploration projects. Certain matters described above are forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially from those projected. |
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