-----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, Q39rduH/ifreNY0yssyhl3d4B/IYdr6fCo164mGtsHOZk3V9RSxj8WtxYe644PRR kbnw9eQGaE5Ir0FAGt7FKg== 0000910680-01-000280.txt : 20010411 0000910680-01-000280.hdr.sgml : 20010411 ACCESSION NUMBER: 0000910680-01-000280 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010409 GROUP MEMBERS: C-SAW INVESTMENTS (USA) LTD. GROUP MEMBERS: GROWTH INTERNATIONAL LTD. GROUP MEMBERS: GUTTMAN GEORGE GROUP MEMBERS: JERICHO PARTNERS, LTD. SUBJECT COMPANY: 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/A SEC ACT: SEC FILE NUMBER: 005-55987 FILM NUMBER: 1598525 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GUTTMAN GEORGE CENTRAL INDEX KEY: 0001130305 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C SAW INVESTMENTS USA LTD STREET 2: 930 E 7TH STREET APT 4F CITY: BROOKLYN STATE: NY ZIP: 11230 BUSINESS PHONE: 9176538745 MAIL ADDRESS: STREET 1: 930 E 7TH STREET SUITE 4 F STREET 2: C SAW INVESTMENTS USA LTD CITY: BROOKLYN STATE: NY ZIP: 11230 SC 13D/A 1 0001.txt AMENDED SCHEDULE 13D FOR GEORGE GUTTMAN SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) American International Industries, Inc. ---------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 ------------------------------- (Title of Class of Securities) 02686Y 10 2 ----------- (CUSIP Number) Mr. George Guttman C-Saw Investments (USA), Ltd. 930 7th Street, Suite 4-F Brooklyn, New York 11230 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 6, 2000 ------------------------------------------------------- (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ] Page 1 of 10 Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Growth International Ltd. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ X ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 2,349,400 Shares Bene- ---------------------------------------------------------- ficially Owned 8. Shared Voting Power 0 By Each ---------------------------------------------------------- Reporting 9. Sole Dispositive Power 2,349,400 Person With ---------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,349,400 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 1.67% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO Page 2 of 10 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). C-Saw Investments (USA) Ltd. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ X ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ X ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 2,079,700 Shares Bene- ---------------------------------------------------------- ficially Owned 8. Shared Voting Power 0 By Each ---------------------------------------------------------- Reporting 9. Sole Dispositive Power 2,079,700 Person With ---------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,079,700 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 1.48% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO Page 3 of 10 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jericho Partners, Ltd. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ X ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ X ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 4,902,800 Shares Bene- ---------------------------------------------------------- ficially Owned 8. Shared Voting Power 0 By Each ---------------------------------------------------------- Reporting 9. Sole Dispositive Power 4,902,800 Person With ---------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,902,800 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 3.48% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO Page 4 of 10 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). George Guttman - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ X ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) N/A - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ X ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 0 Shares Bene- ---------------------------------------------------------- ficially Owned 8. Shared Voting Power 9,331,900 By Each ---------------------------------------------------------- Reporting 9. Sole Dispositive Power 0 Person With ---------------------------------------------------------- 10. Shared Dispositive Power 9,331,900 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.74% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN * Includes 2,750,000 shares issuable upon the exercise of warrants. Page 5 of 10 ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, par value $.001 per share (the "Common Stock"), of American International Industries, Inc., a Nevada corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 601 Hanson Rd., Kemah, Texas 77565. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed jointly pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by Growth International Ltd., a New York corporation ("Growth"), C-Saw Investments (USA) Ltd., a New York corporation ("C-Saw USA"), Jericho Partners, Ltd., a New York corporation ("Jericho"), and George Guttman (collectively, the "Reporting Persons"). George Guttman is deemed to control Growth, C-Saw USA and Jericho as he owns 100% of the capital stock of Growth, C-Saw USA and Jericho. The Reporting Persons are deemed to constitute a "group" for the purposes of Rule 13d-3 under the Exchange Act. The principal business of Growth International Ltd. ("Growth") is investment and financial consulting. The principal business address of Groeth is 930 East 7th Street, Suite 4-F, Brooklyn, New York 11230. During the last five years, Growth has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, Growth has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been 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. The principal business of C-Saw Investments (USA) Ltd. ("C-Saw USA") is investment and financial consulting. The principal business address of C-Saw USA is 930 East 7th Street, Suite 4-F, Brooklyn, New York 11230. During the last five years, C-Saw USA has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, C-Saw USA has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been 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. The principal business of Jericho is investment and financial consulting. The principal business address of Jericho is 930 East 7th Street, Suite 4-F, Brooklyn, New York 11230. During the last five years, Jericho has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, Jericho has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been 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. Mr. George Guttman is the President and a Director of Growth, C-Saw USA and Jericho and owns 100% of Growth, C-Saw USA and Jericho. The principal business address of Mr. Page 6 of 10 Guttman is 930 East 7th Street, Suite 4-F, Brooklyn, New York 11230. Mr. Guttman is a United States citizen. Mr. Guttman's present principal occupation is President of Growth, C-Saw USA and Jericho. In September 1996, when Mr. Guttman was a registered representative of an NASD member firm, certain of his customers alleged that he engaged in unauthorized transactions in their accounts (the "September 1996 Allegations"). Mr. Guttman denied such allegations. In December 1997, for the purpose of settlement, Mr. Guttman submitted to NASD Regulation, Inc. a Letter of Acceptance, Waiver and Consent (the "LAWC"). In the LAWC, Mr. Guttman accepted and consented, without admitting or denying the alleged violations, (i) to certain findings by NASD Regulation, Inc, (ii) to a fine and (iii) to a 12-month bar from associating with any NASD member firm, with the right to reapply and requalify for association after such time. In February 1999, the United States Attorney of the Southern District of New York alleged that on or about June 3, 1998, Mr. Guttman provided false information to an attorney with the Securities and Exchange Commission with respect to the September 1996 Allegations. On June 24, 1999, Mr. Guttman plead guilty to the charge of making false statements to the Securities and Exchange Commission in violation of Title 18, United States Code, Section 1001, and a judgment was entered against Mr. Guttman in the United States District Court for the Southern District of New York based upon his plea of guilty in that matter. Mr. Guttman was placed on probation for a term of three years and was fined $100.00. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source of funds used in making the purchases described herein was internal funds constituting working capital. The aggregate amount of the purchase price was Six Hundred Eighty-two Thousand One Hundred Sixty-eight Dollars ($682,168.00). ITEM 4. PURPOSE OF THE TRANSACTION. The acquisition of the Common Stock of the Issuer was made by the Reporting Persons for investment purposes only. The Reporting Persons do not have any plans or proposals which relate to or would relate to: (a) the acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (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; (e) any material change in the present capitalization or dividend policy of the issuer; (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; (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; (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; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. Page 7 of 10 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Persons may be deemed a group within the meaning of Rule 13d-5 under the Exchange Act and, therefore, each of the Reporting Persons may be deemed to be the beneficial owner, within the meaning of Rule 13d-3 of the Exchange Act, of all the shares beneficially owned by each member of the group, or an aggregate of 9,331,900 shares of Common Stock of the Issuer. This constitutes 6.74% of the outstanding shares of Common Stock of the Issuer. (b) The following information concerns the nature of each Reporting Person's beneficial ownership of the Common Stock of the Issuer:
Sole power to vote or direct Shared power to vote or direct the vote/sole power to dispose the vote/shared power to dispose or direct or direct Name the disposition the disposition - ------ --------------- --------------- Growth International Ltd. 2,349,400 0 C-Saw Investments (USA), Ltd. 2,079,700 0 Jericho Partners, Ltd. 4,902,800 0 George Guttman 0 9,331,900
(c) Within the past sixty days, the following transactions in the Common Stock were effected by Growth International Ltd.: (c) Within the past sixty days, no transactions in the Common Stock were effected by Growth International Ltd., C-Saw Investments (USA), Ltd. or Jericho Partners, Ltd. (d) No 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, Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. Page 8 of 10 SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 19, 2001. GROWTH INTERNATIONAL LTD. By: /s/ George Guttman ------------------------------- Name: George Guttman Title: President C-SAW INVESTMENTS (USA), LTD. By: /s/ George Guttman ------------------------------- Name: George Guttman Title: President JERICHO PARTNERS, LTD. By:/s/ George Guttman -------------------------------- Name: George Guttman Title: President /s/ George Guttman -------------------------------- George Guttman Page 9 of 10 Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: March 19, 2001. GROWTH INTERNATIONAL LTD. By: /s/ George Guttman ------------------------------- Name: George Guttman Title: President C-SAW INVESTMENTS (USA), LTD. By: /s/ George Guttman ------------------------------- Name: George Guttman Title: President JERICHO PARTNERS, LTD. By: /s/ George Guttman ------------------------------- Name: George Guttman Title: President /s/ George Gutman -------------------------------- George Guttman Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----