Definitive Proxy Solicitation Material — Contested Solicitation — Schedule 14A
Filing Table of Contents
Document/Exhibit Description Pages Size
1: DEFC14A Home Page Score Website Www.Truthaboutaigi.Com 4± 17K
2: EX-2 News Page Score Website Www.Truthaboutaigi.Com 1 9K
3: EX-3 Hot Button Issues Score Website 1 8K
Www.Truthaboutaigi.Com
4: EX-4 Share Register Score Website 2± 10K
Www.Truthaboutaigi.Com
5: EX-5 Management Report Card Score Website 27± 108K
Www.Truthaboutaigi.Com
6: EX-6 Jalal Alghani Page Score Website 7± 27K
Www.Truthaboutaigi.Com
7: EX-7 Investigations Page Score Website 5± 24K
Www.Truthaboutaigi.Com
8: EX-8 Affidavits Page Score Website 1 9K
Www.Truthaboutaigi.Com
9: EX-9 New Board of Directors Score Website 7± 33K
Www.Truthaboutaigi.Com
10: EX-10 New Business Plan Score Website 4± 18K
Www.Truthaboutaigi.Com
11: EX-11 Proxy Page Score Website Www.Truthaboutaigi.Com 1 8K
12: EX-12 Registration Page Score Website 2± 10K
Www.Truthaboutaigi.Com
13: EX-13 Contact Us Score Website Www.Truthaboutaigi.Com 1 7K
EX-9 — New Board of Directors Score Website Www.Truthaboutaigi.Com
Board of Director Nominees
Richard G. Boyce / Director
Mr. Richard G. Boyce has been nominated by the SCORE Group to
serve as a Director for the Corporation. Mr. Boyce has agreed to
be named in this Proxy statement and has agreed to serve in the
capacity as Director if elected by the AIGI shareholders. While
many AIGI shareholders are familiar with Mr. Boyce through his
prior involvement with the Corporation, Mr. Boyce does not
currently have any affiliation with the Corporation other than his
substantial shareholdings. Mr. Boyce is the principal member of
the SCORE Group.
In 1998, under the auspices of his privately held company,
Partners In Exploration, LLC ("PIE"), Mr. Boyce negotiated a
Memorandum of Understanding ("MOU") relating to an exploration and
production agreement with the Ministry of Oil and Mineral
Resources in the Republic of Yemen on the highly competitive
Blocks 20 and 42 located adjacent to major oil production. While
looking for partners to join his efforts in Yemen, Mr. Boyce,
responded to an AIGI press release in July 1999 that implied AIGI
had secured financing for exploration projects in Yemen. That
contact resulted in PIE and AIGI signing a 50/50 joint venture
agreement in July 1999, to pursue Yemen Block 20, which called for
PIE to provide the project (including Mr. Boyce's pre-negotiated
position with the Yemen government), and perform the necessary
technical work while AIGI would supply the necessary financing to
meet the financial aspects of the work commitment. This joint
venture arrangement resulted in both companies signing a MOU with
the Yemen Ministry of Oil in October 1999. This MOU gave the
companies an exclusive right to negotiate a Production Sharing
Agreement ("PSA") for Yemen Block 20.
Once the MOU was signed, Mr. Boyce learned that AIGI had not
secured Yemen exploration financing as claimed and immediately
began the process of locating a financial partner to participate
with PIE/AIGI in the exploration of Yemen Block 20. He was
successful in bringing Occidental Oil and Gas Corporation
("Occidental") and Saba Oil and Gas Company Ltd. ("Saba") into the
joint venture. As a result of this business deal, AIGI received a
$750,000 cash bonus from Occidental, was carried through a major
3D seismic program by Occidental and was named the project
Operator by the project partners due to the extensive Yemen
exploration experience of Mr. Boyce. On April 02, 2000, AIGI,
Occidental, Saba and the Yemen Company for Investment in Oil and
Minerals ("YICOM"), signed the PSA for Yemen Block 20. Project
operations began in September 2000 resulting in AIGI receiving
approximately $1,000,000 in annual revenue from Operator fees paid
by the other partners. These fees represented the first major
source of revenue for AIGI since its inception in 1997.
Concurrent with his Yemen activities, on February 01, 2000, Mr.
Boyce completed a stock for stock agreement merging the assets of
PIE (including the PIE 50% interest in Yemen Block 20) with AIGI,
receiving 4,200,000 shares of AIGI in return. PIE was renamed
Adair Exploration, Inc. ("Adair Exploration"), and became a wholly
owned subsidiary of AIGI. Mr. Boyce served as President of Adair
Exploration and Adair Yemen Exploration Ltd. ("Adair Yemen") and
was responsible for the technical aspects of all AIGI oil and gas
projects until his resignation on June 18, 2001. Even though Mr.
Boyce was President of Adair Exploration and Adair Yemen, all
financial authority for the Corporation including it's subsidiary
companies, rested solely with Chairman and CEO, John W. Adair and
Vice Chairman, CFO and Corporate Secretary, Jalal Alghani.
In April 2001, while Mr. Boyce was still President of Adair Yemen
and following his repeated notices to the AIGI Board of Directors
during a seven month timeframe, imploring them to provide the
necessary financial support for the project and informing them of
the consequences of financial default, Adair Yemen failed to post
a $1.29 million Letter of Credit as was previously agreed by the
project partners. As a result of that default and according to the
joint venture agreements governing the project, the project
partners removed Adair Yemen from the position of Yemen Block 20
Operator and that action resulted in the Corporation's loss of the
aforementioned Operator fee revenues. During the timeframe between
signing the PSA in April 2000 and the Corporation's financial
default in April 2001, Mr. Boyce diligently searched the oil and
gas industry for additional partners to assist in carrying the
Corporation's financial commitments. Mr. Boyce was able to secure
additional industry partners, but the AIGI Board of Directors
comprised of Mr. Adair and Mr. Alghani rejected them all.
Under the terms of the joint venture agreements between the Yemen
Block 20 project partners, and as a result of AIGI's inability to
cure their financial default in a timely fashion; the other
partners subsequently informed AIGI on June 04, 2001 that in
addition to the loss of Operatorship, AIGI had forfeited all of
its rights in Yemen Block 20. The loss of operatorship and the
loss of all rights in Yemen Block 20 is currently the subject of a
lawsuit initiated by Occidental and Saba against Adair Yemen,
which will be decided by arbitration with the International
Chamber of Commerce in Paris, France. A final decision regarding
this lawsuit is anticipated in January 2003.
Mr. Boyce was previously elected to the AIGI Board of Directors at
the AIGI 2000 AGM held on June 15, 2001, but immediately resigned
his position citing "his personal belief the Corporation had
suffered gross mismanagement by Chairman and CEO, John W. Adair,
and Vice Chairman, CFO and Corporate Secretary, Jalal Alghani".
Mr. Boyce told the shareholders at the AGM that absolute power had
corrupted these individuals and that until Mr. Adair and Mr.
Alghani are removed as the Corporation's only Directors and
Officers, AIGI will never have the checks and balances of
responsible Corporate Governance in place to protect the rights of
all shareholders. Following his resignation from the AIGI Board of
Directors, and his resignation as President of Adair Exploration
and Adair Yemen, Mr. Boyce resumed his geological consulting
business in Dallas, Texas. Mr. Boyce currently has no affiliation
with the Corporation other than his ownership of 3,738,407 shares
of AIGI stock.
Prior to his involvement with AIGI, Mr. Boyce graduated from the
Colorado School of Mines in l978 and began his career as a
geophysicist for The Superior Oil Company ("Superior") with early
training at the Geoscience Laboratory in Houston, Texas. In l980,
Mr. Boyce transferred with Superior to Midland, Texas bringing an
opportunity to explore every play type in West Texas. Mr. Boyce
subsequently left Superior and during his ten-year stay in Midland
worked with Conquest Exploration Inc. and Hunt Oil Company.
In 1991, Mr. Boyce served as the Chief Geophysicist for Hunt Oil
Company ("Hunt Oil") based in Dallas, Texas. Mr. Boyce in 1992 was
appointed the Exploration Manager for the Yemen Hunt Oil Company
("Yemen Hunt"), the Operator of the highly successful Marib
Production Sharing Area in Yemen. He also served as the
Exploration Vice President of the Hunt Oil subsidiaries, Ethiopia
Hunt Oil and Jannah Hunt Oil. In addition to managing the daily
exploration drilling operations and prospect generation
activities, his responsibilities included the negotiation of
international contracts, partner relationships, and representation
of industry operating groups with foreign governments. Under Mr.
Boyce's leadership of the Yemen-Jannah exploration program,
several new fields were discovered, resulting in booked reserves
of over 200 million barrels of oil. At Yemen Hunt, Mr. Boyce was
responsible for the introduction of the first 3-D seismic program
in the Marib Area, resulting in production increases of 50,000
barrels of oil per day.
In l996, Mr. Boyce left Hunt Oil and started Partners In
Exploration, LLC, an exploration consulting partnership that
provided seismic and geological interpretation services for
clients on a worldwide basis. International and domestic project
areas included South Australia, China, South America, West Africa,
West Texas, Southeast New Mexico, Texas and Louisiana Gulf Coast,
Mississippi and East Texas Basins and several of the Rocky
Mountain basins.
Pursuant to the disclosure requirements under Item 401 of
Regulation S-K of the Securities Act of 1933, the Securities
Exchange Act of 1934 and Energy Policy and Conservation Act of
1975, during the previous five years, Mr. Boyce has not made a
personal or corporate petition for protection under either Federal
or State bankruptcy laws. Mr. Boyce has not been involved in any
criminal proceedings either past or pending. Mr. Boyce has never
been the subject of any order, judgment or decree relating to his
engaging in any business, including but not limited to any
activities regarding the sale or purchase of any security or
commodity regulated by either Federal or State authorities.
Pursuant to the disclosure requirements under Item 103 of
Regulation S-K of the Securities Act of 1933, the Securities
Exchange Act of 1934 and Energy Policy and Conversion Act of 1975,
as a result of the disclosures contained in the Proxy statement on
file with the SEC and on the SCORE website at
http://www.TruthAboutAIGI.com, Mr. Boyce is currently involved in
a lawsuit filed by AIGI alleging defamation of the company's
character. This lawsuit (Cause number 2001-63909) was filed
December 14, 2001 in Harris County, Texas District Court, 55th
Judicial District on behalf of the Corporation, by the current
AIGI Board of Directors and alleges that Richard G. Boyce has
committed certain alleged acts of defamation, tortuous
interference, and conversion of assets, conspiracy and breach of
fiduciary duties toward the Corporation. Mr. Boyce has
subsequently filed an answer to these allegations against AIGI for
defamation of his character. The suit requests both actual and
exemplary damages as to be determined at trial. The case is
currently undergoing discovery by all parties and no trial date
has yet been set.
Mr. Boyce, in a subsequent filing on March 08, 2002 pursuant to
Cause number 2001-63909, filed an original third party petition
requesting that John W. Adair, Jalal Alghani, Vivian Llerena
Quintero, Adel Alzamir and the Alghani Investment Group, Inc.
("AIG, Inc.") be named as Third Party Defendants in that case. The
court granted this petition. The petition alleges fraud and
conspiracy to defraud by the Defendants who have each participated
in a scheme and course of business that was operated to
deliberately deceive Mr. Boyce and other investors by
disseminating false information and misleading statements,
including concealing materially adverse facts about the
Corporation. The suit requests both compensatory and exemplary
damages as to be determined at trial. The case is currently
undergoing discovery by all parties and no trial date has yet been
set.
In addition, Mr. Boyce is also involved in a lawsuit filed by AIGI
against Occidental, Richard G. Boyce, Gene L. Ackerman and David
C. Crandall (Civil action H-01-3984) in the United States District
Court for the Southern District of Texas, Houston Division in
counter action to the lawsuit filed against the Corporation by
Occidental and Saba regarding the default of the Corporation's
interest in Yemen Block 20. This suit alleges that Occidental
acted to remove AIGI as the Project Operator and acquire the
Corporation's interest in the Yemen Block 20 project contrary to
the terms of the operative agreements. As part of that effort, the
suit alleges, Occidental acted in concert with former AIGI
employees, Mr. Boyce, Mr. Ackerman and Mr. Crandall who allegedly
conspired with Occidental to assist in this regard for their own
personal gain. Causes of action cited in the lawsuit include
breach of fiduciary duties, tortuous interference, usurpation of
corporate opportunity, misappropriation and/or conversion of
corporate assets and conspiracy. The suit requests both actual and
exemplary damages as to be determined at trial. The case is
currently undergoing discovery by all parties and no trial date
has yet been set.
Charles R. Close / Director
Nominated by the SCORE Group to serve as a Director for Adair
International Oil & Gas Inc., Mr. Charles R. Close has agreed to
be named in this Proxy statement and has agreed to serve in the
capacity as Director if elected by the AIGI shareholders. While
new to the AIGI shareholders, Mr. Close will provide extensive
financial and accounting experience and expertise specific to the
energy business to the AIGI Board of Directors.
Mr. Close is the owner of Close & Associates, a Certified Public
Accounting practice located in Houston, Texas that specializes in
the energy industry. The business activities of Close & Associates
focus on tax financial reporting issues, federal and state tax
planning and compliance, transaction analysis and support, and
federal and state audit support for several large public
independent oil and gas companies and drilling and oilfield
service companies. Close & Associates also provides full financial
support for a privately owned energy service company, including
the oversight and preparation of the daily accounting operations,
preparation of the monthly financial package, preparation of
annual operating budgets, and management of working capital. Other
management duties include business development, contract
negotiations, and strategic planning.
Prior to starting Close & Associates in 1993, Mr. Close enjoyed a
successful tenure at Price Waterhouse in Texas. During his time at
Price Waterhouse, Mr. Close advanced from the position of Staff
Accountant through the positions of Consultant, Manager and
ultimately served as the Senior Tax Manager in the Petroleum
Industry Services Group. Responsibilities included tax planning,
consultation and compliance for large oil and gas exploration and
production companies and for a wide variety of oil field service
companies.
Mr. Close graduated from the University of Texas in 1980 with a
Bachelor's Degree of Business Administration (Accounting) and is a
Certified Public Accountant. He is an active member of the
American Institute of Certified Public Accountants and the Texas
Society of Certified Public Accountants.
Pursuant to disclosure requirements under Item 401 of Regulation S-
K of the Securities Act of 1933, the Securities Exchange Act of
1934 and Energy Policy and Conservation Act of 1975, during the
previous five years, Mr. Close has not made a personal or
corporate petition for protection under either Federal or State
bankruptcy laws. Mr. Close has not been convicted in any criminal
proceedings either past or pending. Mr. Close has never been the
subject of any order, judgment or decree relating to his engaging
in any business, including, but not limited to any activities
regarding the sale or purchase of any security or commodity
regulated by either Federal or State authorities.
John A. Brush / Director
Nominated by the SCORE Group to serve as a Director for the
Corporation, Mr. John A. Brush has agreed to be named in this
Proxy statement and has agreed to serve in the capacity as
Director if elected by the AIGI shareholders. While new to the
AIGI shareholders, Mr. Brush brings the experience and depth of a
distinguished twenty-one year career in oil and gas law to the
AIGI Board of Directors.
Currently Mr. Brush is employed as Senior Contracts Administrator
for Computer Sciences Corporation located in Houston, Texas.
Computer Sciences Corporation ("CSC") is a large information
technology corporation that is a leader in the field of
outsourcing information technology to a worldwide client base.
Prior to joining CSC, Mr. Brush was in private practice for
approximately five years. His clients included large and small oil
and gas exploration and production companies, entrepreneurs and
foreign government agencies. Earlier, Mr. Brush served as Vice
President and General Counsel for Forcenergy Inc. While serving in
this capacity, Mr. Brush designed and implemented corporate
contract litigation strategies and managed day to day legal issues
on a corporate level that included coordination of multiple
outside legal firms in a wide variety of cases. In addition, Mr.
Brush evaluated government marketing, transportation and royalty
regulations that had a significant impact on company operations
and profitability. During his tenure at Forcenergy, Mr. Brush
coordinated a $60 million dollar initial public offering ("IPO")
of the company's stock and simultaneously coordinated the merger
of the company with a privately held independent oil company.
Mr. Brush has extensive experience in business development
activities having worked over nineteen years with several premier
independent oil and gas companies including Apache Corporation,
Hamilton Brothers Oil Co., The Superior Oil Company and Michigan
Wisconsin Pipe Line Company. Areas of experience in this
environment include dealing with multinational corporations,
various U.S. and foreign government agencies and ministries,
opposing counsels, co-venturers, insurers and financial
institutions. Mr. Brush's legal experience during this time
include joint operating agreements, oil and gas exploration
concessions, natural gas, oil, sulfur and liquids sales royalties,
processing plant agreements, joint bidding agreements, farmout
agreements, settlement agreements, public offerings and private
financing, risk management including hedging strategies,
acquisitions, divestitures and mergers. Mr. Brush, also has
extensive experience marketing oil, natural gas, liquids and
sulfur in the United States, Asia, Canada and Europe, having been
responsible for marketing over 12,500 barrels of crude oil and 120
million cubic feet of gas production daily that generated annual
revenues in excess of $175 million dollars.
In addition to his domestic experience, Mr. Brush's international
experience includes review and negotiation of deals in Albania,
Aruba, Australia, Bangledesh, Belize, Brazil, Canada, Cameroon,
Chile, Croatia, Dagastan, Ecuador, Egypt, England, Equatorial
Guinea, Eritrea, Gabon, Ghana, India, Indonesia, Malaysia,
Netherlands, Norway, Peru, Scotland, Suriname, Thailand, Turkey
and Venezuela.
John A. Brush graduated from the South Texas College of Law,
Houston, Texas with a Juris Doctorate in Corporate Law and
Contracts. Mr. Brush completed his undergraduate studies at the
University of Michigan, receiving a Bachelor of Arts degree in
Political Science. Mr. Brush has been admitted to the State Bar of
Texas and is a member of the American Bar Association and the
Houston Bar Association. He is also a member of the American
Corporate Counsel Association, the American Association of
Professional Landmen, the Association of International Petroleum
Negotiators, the Natural Gas Association of Houston and New
Orleans and the Houston Producers Forum.
Pursuant to the disclosure requirements under Item 401 of
Regulation S-K of the Securities Act of 1933, the Securities
Exchange Act of 1934 and Energy Policy and Conservation Act of
1975, during the previous five years, Mr. Brush has not made a
personal or corporate petition for protection under either Federal
or State bankruptcy laws. Mr. Brush has not been convicted in any
criminal proceedings either past or pending. Mr. Brush has never
been the subject of any order, judgment or decree relating to his
engaging in any business, including, but not limited to any
activities regarding the sale or purchase of any security or
commodity regulated by either Federal or State authorities.
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0001163852-02-000015 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Sun., Apr. 28, 5:48:48.1pm ET 
