-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wn4cEkZm7dSLf3LDZFTtyRmF1DWu6hl6Lq0FIX4GnnhfG3CFRRbkH9MCy5Myg1/7 4MdYcd2LLjDlAHaKPmcFJg== 0001295345-08-000012.txt : 20080229 0001295345-08-000012.hdr.sgml : 20080229 20080229140548 ACCESSION NUMBER: 0001295345-08-000012 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080229 DATE AS OF CHANGE: 20080229 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OI CORP CENTRAL INDEX KEY: 0000073773 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 730728053 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-12948 FILM NUMBER: 08654461 BUSINESS ADDRESS: STREET 1: P O BOX 9010 STREET 2: 151 GRAHAM RD CITY: COLLEGE STATION STATE: TX ZIP: 778429010 BUSINESS PHONE: 4096901711 MAIL ADDRESS: STREET 1: 151 GRAHAM RD STREET 2: P O BOX 9010 CITY: COLLEGE STATION STATE: TX ZIP: 77842-9010 FORMER COMPANY: FORMER CONFORMED NAME: OCEANOGRAPHY INTERNATIONAL CORP DATE OF NAME CHANGE: 19801205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL INDUSTRIES INC CENTRAL INDEX KEY: 0001073146 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 880326480 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 601 CIEN ST STREET 2: SUITE 235 CITY: KEMAH STATE: TX ZIP: 77565-2701 BUSINESS PHONE: 2813349479 MAIL ADDRESS: STREET 1: 601 HANSON RD CITY: KEMAH STATE: TX ZIP: 77565-2701 SC 13D 1 oico_sc13d.htm SCHEDULE 13D OICO

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D
Amendment No. 2

Under the Securities Exchange Act of 1934

OI Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

670841 105

(CUSIP Number)

American International Industries, Inc., 601 Cien Street, Suite 235, Kemah, Texas 77565-3077

(Name and Address of Person Authorized to Receive Notices and Communications)
(281) 334-9479
(Telephone Number)

September 12, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 670841 105
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
American International Industries, Inc.                    88-0326480
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ..........................................................................................................................................
(b) ..........................................................................................................................................
3. SEC Use Only ...........................................................................................................................
4. Source of Funds: OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization: Nevada
Number of
Shares Beneficially
Owned by Each Reporting Person With
7. Sole Voting Power: 170,345
8. Shared Voting Power ......................................................................................................
9. Sole Dispositive Power: 170,345
10. Shared Dispositive Power ...............................................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 170,345
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ...........
13. Percent of Class Represented by Amount in Row (11) 6.5%
14. Type of Reporting Person (See Instructions) CO

 

Item 1. Security and Issuer
State the title of the class of equity securities to which this statement relates and the name and address of the principal executive officer of the issuer of such securities. Common Stock, OI Corporation, J. Bruce Lancaster, CEO
Item 2. Identity and Background
If the person filing this statement or any person enumerated in Instruction C of this statement is a corporation, general partnership, limited partnership, syndicate or other group of persons, state its name, the state or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s).
(a) Name: American International Industries, Inc., a Nevada corporation, Address:  601 Cien Street, Suite 235, Kemah, Texas 77565-3077
(b) Residence or business address: Same
(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: N/A
(d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case; no
(e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order; no
(f) Citizenship. N/A
Item 3. Source and Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used or to be used in making the purchases, and if any part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities, a description of the transaction and the names of the parties thereto. Where material, such information should also be provided with respect to prior acquisitions not previously reported pursuant to this regulation. If the source of all or any part of the funds is a loan made in the ordinary course of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the bank shall not be made available to the public if the person at the time of filing the statement so requests in writing and files such request, naming such bank, with the Secretary of the Commission. If the securities were acquired other than by purchase, describe the method of acquisition.
On September 12, 2007, American International Industries, Inc. (NasdaqCM:AMIN) entered into a private Stock Purchase Agreement with William W. Botts pursuant to which AMIN acquired 170,345 shares representing approximately 6.5% of the common stock of OI Corporation (NasdaqGM: OICO). William W. Botts is the former President and CEO of OI Corporation. The Stock Purchase Agreement provided for a combination of a cash payment of $1,000,000 and the issuance of 240,000 restricted shares of AMIN’s common stock for a total purchase price of $2,212,000.
Item 4. Purpose of Transaction
State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer: None
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries: None
(c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries: None
(d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board: The Company intents to seek board representation. See attached letter to the Issuer filed herewith.
(e) Any material change in the present capitalization or dividend policy of the issuer: None
(f) Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940: None
(g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person: No
(h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association: None
(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act: None
(j) Any action similar to any of those enumerated above. None
Item 5. Interest in Securities of the Issuer
(a) State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act; See Item 3 above.
(b) For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared; N/A
(c) Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (Section 240.13d-191), whichever is less, by the persons named in response to paragraph (a). None
(d) If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required.None
(e) If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities. N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Describe any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, understandings or relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except that disclosure of standard default and similar provisions contained in loan agreements need not be included. None
Item 7. Material to Be Filed as Exhibits
Exhibit 99 Letter to the Board of Directors of OI Corporation dated February 29, 2008, filed herewith.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
/s/ Daniel Dror, CEO, President and Chairman                        
Date: February 29, 2008

 EX-99 2 exh99.htm LETTER TO THE BOARD OF DIRECTORS DATED FEBRUARY 29, 2008 Exhibit 99

AMERICAN INTERNATIONAL INDUSTRIES, INC.
(NasdaqCM: “AMIN”)
601 Cien St., Suite 235, Kemah, TX 77565-3077
Tel: (281) 334-9479 Fax: (281) 334-9508
Email: amin@americanii.com
www.americanii.com

                                                                                                February 29, 2008

Board of Directors
OI Corporation
P.O. Box 9010
151 Graham Road
College Station, TX 77842-9010

Gentlemen,

This letter is to request that the Board of Directors of OI Corporation (“OI”) appoint Daniel Dror and John W. Stump, III as two directors. Mr. Daniel Dror is Chairman and CEO of American International Industries, Inc., (NasdaqCM: AMIN) and Mr. John Stump is a director of American International Industries, Inc., and the chairman of its Audit Committee.

As disclosed in the Schedule 13D filed by AMIN with the SEC on February 29, 2008, to which this letter is attached as an exhibit, AMIN currently owns 170,345 shares or approximately 6.5% of the outstanding shares of OI Corporation common stock. AMIN strongly believes that its ownership interest represents a significant economic interest in OI Corporation and therefore AMIN should have representation on OI’s Board of Directors. We believe that due to our nominees extensive business background combined with AMIN’s significant economic interest, it would be in the best interests of the Company and its shareholders to expand board representation through the appointment of Mr. Stump and myself to the Board of Directors of OI Corporation.

In connection with the above request, we address, among other matters, disclosure related to Mr. Cabilott’s proposal to become an OI director as set forth in his Schedule 13D filing with the SEC dated March 13, 2006. AMIN agrees with Mr. Cabilott’s statement in his Schedule 13D that “board members who have significant ownership positions in the company are the best board members for shareholders.” However, we must conclude that current members of the Board do not have a significant interest represented by outright ownership of shares of OI common stock. AMIN believes that indirect ownership through options granted by the Board of Directors based upon an incentive plan previously approved by shareholders does not necessarily align shareholder interest with the interests of option grantees, especially if the grantees are members of the Board of Directors.

AMIN is aware that subsequent to the approval of the OI Corporation 2003 Incentive Compensation Plan by its shareholders, the Board of Directors substantially amended the incentive plan’s features, without shareholder approval. As disclosed in OI Corporation’s Form 8-K filed with the SEC on October 30, 2007, such changes are as follows: (i) the amendment extended the vesting period for non-employee directors from six months to one year and extended the expiration term of the options from three years to ten years; (ii) the amendment doubled the automatic grant to each non-employee director at each annual meeting of shareholders to 4,000 shares, from 2,000 shares.

It is AMIN’s opinion that the amendment to the 2003 Incentive Compensation Plan reflects poorly on OI Corporation’s Board of Directors and does not increase shareholder value. It is clear to AMIN that the amendments to the plan and especially the increased number of options granted and to be granted to non-employee directors without any connection to the financial performance of OI Corporation, depicts the Board of Directors disregard toward shareholder value and incentive based compensation.

AMIN’s representatives are prepared to meet with OI’s management and Board of Directors regarding the above referenced issues and in addition would like to discuss several alternative operational and strategic business objectives.

I look forward to your reply, not later than March 7, 2008.

Very truly yours,

Daniel Dror
Chairman and CEO

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