American International Industries Files a Lawsuit Against Orion HealthCorp, Inc.KEMAH, Texas -- American International Industries, Inc. (OTCBB OTCBB See OTC Bulletin Board (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 American Stock Exchange (AMEX) Stock exchange in the U.S. Originally known as “the Curb,” it began as an outdoor marketplace in New York City c. 1850. It moved indoors to its present location in the Wall Street area in 1921. "ONH ONH Optic Nerve Hypoplasia ONH Old Naval Hospital ") and Brantley Capital Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :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 misrepresentation In law, any false or misleading expression of fact, usually with the intent to deceive or defraud. It most commonly occurs in insurance and real-estate contracts. False advertising may also constitute 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 Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". 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 Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. have plummeted and have lost substantial value. AMIN's 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 its 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 Monetary compensation awarded to an injured party that goes beyond that which is necessary to compensate the individual for losses and that is intended to punish the wrongdoer. of $3,800,000, and rescission The abrogation of a contract, effective from its inception, thereby restoring the parties to the positions they would have occupied if no contract had ever been formed. By Agreement 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 AMIN's 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 The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. 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. |
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