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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) 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). 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. AMERICAN INTERNATIONAL INDUSTRIES, INC.UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549SCHEDULE 13D
Amendment No. 2Under the Securities Exchange Act of 1934
(281) 334-9479
(Telephone Number)
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 AMINs 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
/s/ Daniel Dror, CEO, President and Chairman
Date: February 29, 2008
601 Cien St., Suite 235, Kemah, TX 77565-3077
Tel: (281) 334-9479 Fax: (281) 334-9508
Email: amin@americanii.com
www.americanii.com
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 OIs Board of Directors. We believe that due to our nominees extensive business background combined with AMINs 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. Cabilotts 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. Cabilotts 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 plans features, without shareholder approval. As disclosed in OI Corporations 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 AMINs opinion that the amendment to the 2003 Incentive Compensation Plan reflects poorly on OI Corporations 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.
AMINs representatives are prepared to meet with OIs 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