building growth and profitability through its financial resources … · 2003. 3. 28. · amin -...

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AMIN - Page 1/4 March 2003 OTC BB: AMIN Current Price (3/28/03) $3.35 52-week High $7.78 52-week Low $0.15 Average Daily Volume (3-month avg) 4,909 Headquarters: Kemah,Texas COMPANY PROFILE American International Industries, Inc. (OTC Bulletin Board: AMIN) is a growing investment organization that takes an active role in the companies it acquires, owns and operates in. While operating as a diversified holding company with a number of wholly owned subsidi- aries, American International is applying its financial resources and high degree of management expertise to speed the growth and profitability of its portfolio companies. American International has holdings in Industrial, Financial, Real Estate in the Houston, Texas and surrounding areas and Oil & Gas holdings. Each of these portfolio companies is expecting to grow in its particular market or industry. American International’s management team and its subsidiaries management teams have acquired substantial experience and expertise in the industries its portfolio companies operate in. This allows it to significantly contribute to the development and expansion of each busi- ness’ operations. This creative mentor-type relationship is reinforced further by American International’s participation in each company’s board of directors. By operating as a parent company, American International serves both as a financial and professional business savvy partner for its subsidiaries. Its role is to improve each portfolio company’s access to potential capital, help them benefit from the economics of scale through the consolidation of administrative functions, and to provide universal access to the financial and management expertise of each com- pany’s corporate personnel. Combining professional management techniques and financial support to build shareholder equity American International acts as a professional and financial partner to improve its subsidiary’s access to capital, market share and revenues. The company’s business strategy is based on two distinct concepts; control combined with active management assistance and financial partnerships. The combination of these concepts is based on efficient and smooth integration of American International’s designated management team and proven procedures into each company. Even in cases where American International acquires controlling interest of a company, it still practices gradual transition, thus ensuring the support of the company’s long-term shareholders. Besides its long-term strategy of expanding the operations of each of its portfolio companies, American International is exploring po- tential mergers and acquisitions, as well as the divestiture of certain businesses and assets. The company only invests in the type of liquid securities that can provide it with immediate access to cash reserves. This has provided it with the means to execute additional deals whenever they present themselves. For more information on American International Industries, Inc., and their subsidiary companies, please visit the company’s Web site at www.americanii.com. Building Growth and Profitability through its Financial Resources and its Management Expertise

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Page 1: Building Growth and Profitability through its Financial Resources … · 2003. 3. 28. · AMIN - Page 4/4 March 2003 RECENT HIGHLIGHTS 24Mar 2003 American International Industries,

AMIN - Page 1/4 March 2003

OTC BB: AMINCurrent Price (3/28/03) $3.35

52-week High $7.78

52-week Low $0.15

Average Daily Volume (3-month avg) 4,909

Headquarters: Kemah,Texas

COMPANY PROFILEAmerican International Industries, Inc. (OTC Bulletin Board: AMIN)is a growing investment organization that takes an active role in thecompanies it acquires, owns and operates in. While operating as adiversified holding company with a number of wholly owned subsidi-aries, American International is applying its financial resources andhigh degree of management expertise to speed the growth andprofitability of its portfolio companies.

American International has holdings in Industrial, Financial,Real Estate in the Houston, Texas and surrounding areas and Oil & Gasholdings. Each of these portfolio companies is expecting to grow in itsparticular market or industry.

American International’s management team and its subsidiariesmanagement teams have acquired substantial experience and expertisein the industries its portfolio companies operate in. This allows it tosignificantly contribute to the development and expansion of each busi-ness’ operations. This creative mentor-type relationship is reinforcedfurther by American International’s participation in each company’sboard of directors.

By operating as a parent company, American Internationalserves both as a financial and professional business savvy partner for

its subsidiaries. Its role is to improve each portfolio company’s accessto potential capital, help them benefit from the economics of scalethrough the consolidation of administrative functions, and to provideuniversal access to the financial and management expertise of each com-pany’s corporate personnel.

Combining professional management techniquesand financial support to build shareholder equity

American International acts as a professional and financial partner toimprove its subsidiary’s access to capital, market share and revenues.The company’s business strategy is based on two distinct concepts;control combined with active management assistance and financialpartnerships.

The combination of these concepts is based on efficient andsmooth integration of American International’s designated managementteam and proven procedures into each company. Even in cases whereAmerican International acquires controlling interest of a company, itstill practices gradual transition, thus ensuring the support of thecompany’s long-term shareholders.

Besides its long-term strategy of expanding the operations ofeach of its portfolio companies, American International is exploring po-tential mergers and acquisitions, as well as the divestiture of certainbusinesses and assets. The company only invests in the type of liquidsecurities that can provide it with immediate access to cash reserves.This has provided it with the means to execute additional deals wheneverthey present themselves.

For more information on American International Industries,Inc., and their subsidiary companies, please visit the company’s Website at www.americanii.com.

Building Growth and Profitability throughits Financial Resources and its Management Expertise

Page 2: Building Growth and Profitability through its Financial Resources … · 2003. 3. 28. · AMIN - Page 4/4 March 2003 RECENT HIGHLIGHTS 24Mar 2003 American International Industries,

AMIN - Page 2/4 March 2003

SUBSIDIARIESAmerican International’s portfolio of companies currently consists ofthree wholly owned operating subsidiaries and one majority-ownedsubsidiary. Additionally, three of American International’s portfoliocompanies control their own subsidiaries. American International’s totalportfolio holdings, at this time, is seven companies. These holdingsinclude; Texas Real Estate Enterprises, Inc. (TREE), MidCity HoustonProperties, Inc., Acqueren, Inc., Northeastern Plastics, Inc. (NPI),Brenham Oil & Gas, Inc., Unlimited Coatings Corporations (UCCC)and Marald, Inc., dba Unlimited Coatings.

Texas Real Estate Enterprises, Inc.TREE and its wholly owned subsidiary, MidCity Houston Properties,Inc., (f.k.a. MidTowne Properties, Inc.), own seven tracts of land inHarris, Chambers and Galveston counties in Texas. All the propertiesowned by TREE, and MidCity Houston are undeveloped commercialproperties free of any mortgage obligations, except accrued taxes. Theproperties are available for sale, but the company will explore develop-ment possibilities of its properties if such possibilities are presented.

Acqueren, Inc.Acqueren, through its wholly owned subsidiary, Northeastern Plastics,Inc. (NPI), is a supplier of products to retailers and wholesalers in theautomotive after-market and in the consumer durable electrical productsmarkets. NPI’s products in the automotive after-market include a varietyof booster cables sold under the brand names “Mechanix Choice” and“Bitty Booster Cable.” Also marketed under the brand name MechanixChoice are portable hand lamps, cord sets, a variety of battery testers,battery repair kits and miscellaneous battery accessories. The MechanixChoice brand of booster cables was first introduced in 1995. Its prod-ucts are available at CSK Automotive, Family Dollar, Wal-Mart, IKEA,Victor Automotive Products, Sam’s Club, Caldor and Bradlees, amongothers.

Brenham Oil & Gas, Inc.Brenham’s asset is an oil, gas and mineral royalty interest covering a24-acre tract of land located in Washington County, Texas. The royaltyinterest is leased by Anadarko Petroleum Company for a term continu-ing until the covered minerals are no longer produced in payingquantities; with the present price of gas, the company is optimistic aboutadditional developments of its properties. Royalties on the coveredminerals produced are paid to Brenham for oil and other liquidhydrocarbons, in which the royalty is one-sixth of such production, andfor gas (including casinghead gas), in which the royalty is one-sixth of

the net proceeds realized by Anadarko on the sale thereof. In addition,Brenham is entitled to shut-in royalties of $1 per acre of land for every90-day period within which one or more of the wells on the leasedpremises, or lands pooled therewith, are capable of producing in payingquantities.

Unlimited Coatings Corporation (Pink Sheets: UCCC)Unlimited, through its wholly owned subsidiary Marald, Inc. dbaUnlimited Coatings, is a wholesaler and distributor of sprayed-onsystems, technology and chemicals throughout the United States.Unlimited Coatings uses a two-component polyurethane formula thatbonds directly to the metal of a truck bed within minutes of being sprayedon, thereby forming a protective cushion between cargo and the truckbed. The bed liner also reduces noise, prevents rust, mildew andcorrosion, and prevents scratches and dings on the surface of the truckbed. Unlimited Coatings wholesales complete sprayed-on polyurethanelining systems along with all of the necessary technology and chemicals.

“Our philosophy is to assist,

as best we can, our subsidiaries

so that they may achieve their

maximum growth potential.”

Page 3: Building Growth and Profitability through its Financial Resources … · 2003. 3. 28. · AMIN - Page 4/4 March 2003 RECENT HIGHLIGHTS 24Mar 2003 American International Industries,

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MANAGEMENT AND DIRECTORS

Daniel DrorChairman of the Board / C.E.O. / PresidentMr. Dror has served as Chairman of the Board, Chief Executive Officerand President of American International Industries, Inc. since September1997. From April 1994 to November 1996, Mr. Dror served as Chairmanof the Board and C.E.O. of Microtel International, Inc., a publiccompany, traded on AMEX, in the telecommunication business. From1982 until 1993, Mr. Dror served as Chairman of the Board and C.E.O.of Kleer -Vu Industries, Inc., a public company traded on AMEX.

John W. Stump, IIIVice President and C.F.O.Mr. Stump has served as Vice President and Chief Financial Officer ofAmerican International Industries, Inc. since August 1998. FromDecember 1996 to October 1997, Mr. Stump served as Chief ExecutiveOfficer of Changes International. From April 1996 to December 1996,Mr. Stump served as Chief Operating Officer and Chief Financial Of-ficer of Nutrition Resources, Inc. Between February 1993 to April 1996,Mr. Stump served as Acquisitions Analyst for Movie Gallery, Inc. Mr.Stump is a Certified Public Accountant and has over twenty years offinancial and accounting management experience, including publicreporting and investor relations.

Rebekah Laird-RuthstromSecretary / TreasurerMs. Laird-Ruthstrom has served as Secretary, Treasurer, and ExecutiveAssistant Secretary of American International Industries, Inc. sinceFebruary 1998. From July 1994 to April 1997, Ms. Laird-Ruthstromserved as Executive Assistant of Microtel International, Inc. Between1982 and 1993, Ms. Laird-Ruthstrom served as Executive Assistant ofKleer -Vu Industries, Inc.

Charles R. ZellerDirectorMr. Zeller is President of Texas Real Estate Enterprises, Inc. (TREE), awholly owned subsidiary of American International Industries, Inc., aswell as President of MidCity Houston Properties, Inc., a wholly ownedsubsidiary of TREE. Mr. Zeller is President of his own company,RealAmerica Corporation, a developer of residential subdivisionsincluding Cardiff Estates, an 800 acres subdivision in Houston and Estateof Gulf Crest in downtown Pearland. He has 35 years of experience asa real estate broker/investor/developer. Mr. Zeller has purchased andsold properties including shopping centers, of fice buildings, andapartment complexes. He is an expert in real estate acquisitions andfinancing.

Herbert Shapiro, Jr.DirectorMr. Shapiro is an experienced businessman and investor. He has been acommercial real estate broker in Texas for over 25 years and has haddealings and ownership of large commercial properties, including officebuildings, shopping centers, apartment complexes, warehouses andundeveloped land.

Thomas J. Craft, Jr.DirectorMr. Craft an attorney, specializes in federal securities laws and alsomergers and acquisitions. He practices securities law in Florida andwith an office in New York City. Mr. Craft has vast experience in thesecurities field as well as the market place in general and serves on theboard of directors of several public companies. Mr. Craft was appointeda director on November 22, 2002.

Professional Advisors:

Legal Counsel:

Thomas J. Craft, Jr., P.A.301 Clematis St, Suite 3000 730 Fifth Ave, Suite 911West Palm Beach, FL 33401 New York, NY 10019Telephone: 561-651-7336 Telephone: 212-307-3210Facsimile: 561-655-3202 Facsimile: 212-307-3209Email: [email protected]

Auditors:

R. E. Bassie & Company, P.C.Mr. R. Everett Bassie, CPA6776 SW Frwy., Suite 580Houston, Texas 77074 - 2107Telephone: (713) 266-0691Fax: (713) 266-0692Email: [email protected]

Transfer Agent:

First American Stock TransferPhilip or David Young1717 East Bell Road, Suite 2Phoenix, Arizona 85022 - 6200Telephone: (602) 485-1346Fax: (602) 788-0423Email: [email protected]

Page 4: Building Growth and Profitability through its Financial Resources … · 2003. 3. 28. · AMIN - Page 4/4 March 2003 RECENT HIGHLIGHTS 24Mar 2003 American International Industries,

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RECENT HIGHLIGHTS

24Mar 2003 American International Industries, Inc. Files 10-KSBfor 2002 and Releases Financial Highlights

13Mar 2003 American International Industries, Inc. AnnouncesNet Income of $2.1 million for 2002 $1.30 per share

19 Aug 2002 American International Industries, Inc. Reports SecondQuar ter Earnings of $4,994,652 or $3.22 Per Share.

1 July 2002 American International Industries, Inc. Announces NewTrading Symbol on the OTCBB: AMIN.

19 June 2002 American International Industries, Inc. Announces Approvalof All Proposals at Annual Meeting of Shareholders.

13 June 2002 American International Industries, Inc. Announces Sale of50% of its Real Estate Holdings for $6,000,000.

22 May 2002 American International Industries, Inc. Board Authorizes theRepurchase of up to 30,000,000 of its Shares.

16 May 2002 American International Industries, Inc. Reports First QuarterResults and Files Proxy Statement.

26 Mar 2002 American International Industries, Inc. Files Annual Report Announcing NetIncome of $1.5 Million for 2001 and Appoints Two New Directors.

Corporate Office of American International Industries, Inc.

601 Cien Street, Suite 235, Kemah, Texas 77565 - 3077Telephone: (281) 334-9479 Facsimile: (281) 334-9508

Email: [email protected] Website: www.americanii.com

Corporate Offices of AmericanInternational’s Subsidiaries:

Acqueren, Inc.Daniel Dror, President601 Cien Street, Suite 235,Kemah, Texas. 77565 - 3077Tel: (281) 334-9479Fax: (281) 334-9508Email: [email protected] Web:www.americanii.com

Northeastern Plastics, Inc.(A subsidiary of Acqueren, Inc.)

Supply automotive and electrical products towholesale, retail and after market.Marc Fields, President11601 Hwy. 32 E, Nicholls, Georgia 31554 -4019Tel: (912) 345-2030Fax: (912) 345-2040Email: [email protected] Web: www.npi-usa.com

Brenham Oil & Gas, Inc.Owner of an Oil and Gas Royalty InterestDaniel Dror, President601 Cien Street, Suite 235,Kemah, Texas 77565 - 3077Tel: (281) 334-9479Fax: (281) 334-9508Email: [email protected] Web:www.americanii.com

Texas Real Estate Enterprises, Inc. andMidCity Houston Properties, Inc.(A subsidiary of Texas Real Estate Enterprises, Inc.)

Owns certain undeveloped Real Estate inHarris, Galveston and Chambers Counties inTexas.Charles R. Zeller, President601 Cien Street, Suite 235,Kemah, Texas 77565 - 3077Tel: (281) 334-9479Fax: (281) 334-9508Email: [email protected] Web:www.americanii.com

Unlimited Coatings Corporation(PinkSheets:UCCC)

Marald, Inc. dba Unlimited Coatings(A subsidiary of Unlimited Coatings Corp.)

Distributor of specialty chemicals, primarilyused for spray-on-bed-liners for truck beds,marketed through a network of independentdistributors.Juan Carlos Martinez, President1107-B Upland Drive,Houston, Texas 77043 - 4725Tel: (713) 647-8676Fax: (713) 647-8146Email: [email protected]

Web: www.unlimitedcoatings.com

This investor infor mation kit may contain forward-looking statements within the meaning of Section 27A of the Securities Act of1933, as amended, and Section 21E of the Secur ities Exchange Act of 1934, as amended, such statements are subject to risks anduncer tainties that could cause actual results to vary mater ially from those projected in the forward-looking statements. The companyma y experience significant fluctuations in operating results due to a number of economic, competitive and other factors. Thesefactors could cause operation results to vary significantly from those in prior periods, and those projected in forward-looking statements.Information with respect to these factors which could materially affect the company and its operations are included on certain formsthe company files with the Securities and Exchange Commission.

This investor information kit contains forward-looking statements. Forward-looking statements include statements concerning plans,objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other thanstatements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product andser vice demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, and go ver nmentregulation and appro vals. All such forward-looking statements, whether written or oral, and whether made by, or on behalf ofAmerican International Industries, Inc. (the Company) are expressly qualified by these cautionary statements and any other cautionarystatements which ma y accompany the forward-looking statements. This investor information kit has been designed by AmericanMar ket Support Network. OTCNC, a service of Amer ican Market Support Networ k, and the Company, believe that all information inthis document has been obtained from sources considered reliable, but cannot guarantee that the statements presented herein areaccurate or complete. OTCNC has received compensation of sixteen thousand five hundred dollars from the Company for itsser vices, including the design, distr ibution and posting the information at www.otcnc.com.