Adair Shareholders Announce Proxy Fight
HOUSTON, Dec. 13 /PRNewswire/ -- Shareholders Committed TO Restoring Equity, (``SCORE'') Group, Inc., today announced plans to help all shareholders of Adair International Oil and Gas, Inc. (OTC Bulletin Board: AIGI.OB - news; ``AIGI''), restore their equity in the Company. The SCORE Group, Inc. is a Texas non-profit corporation, organized by concerned shareholders that are seeking to replace the current AIGI Board of Directors and initiate a new Business Plan for the Company.
SCORE is seeking shareholder proxies in support of a Call for a Special Shareholders Meeting to elect a new Board of Directors. SCORE has nominated as Directors, Mr. Richard G. Boyce, Mr. Charles R. Close and Mr. Joseph G. Soliz. Mr. Boyce has a significant share position in AIGI and was President of Adair Exploration, Inc. until his resignation earlier this year. Mr. Boyce maintains an active geological consulting practice.
Mr. Close and Mr. Soliz are not AIGI shareholders and have no prior association with AIGI or any of its subsidiary companies. Mr. Close is a Certified Public Accountant and Mr. Soliz, who holds a law degree from Harvard University, is Senior Counsel for a large energy firm.
SCORE's new Business Plan is designed to first recapitalize and then revitalize the Company. Details of the Plan can be reviewed on the website www.TruthAboutAIGI.com . Contingent on installation of a new Board of Directors, SCORE has obtained a financial commitment from an energy investment group in the amount of $5 million dollars of debt financing secured by the Company's interest in the Teawaya Energy Center in Southern California. Calpine Corporation is scheduled to begin development of the Center by June 2002. Negotiations have also been completed to purchase an interest in a Natural Gas Property complete with production platform in the Gulf of Mexico. The Property is capable of delivering over 340 BCF of natural gas reserves net to AIGI and will be merged into the Company asset base immediately upon installation of a new Board of Directors. The Company's 30% working interest in Yemen Block 20, now operated by Occidental Petroleum Corporation, is currently subject to litigation. However, SCORE believes that with a new Board of Directors in place, the Company can retain this interest for the benefit of AIGI shareholders.
SCORE asserts that AIGI shareholders have fallen victim to a total breakdown of Corporate Governance due to the absolute control of the Board of Directors by Chairman and CEO, John W. Adair, and Vice Chairman, CFO and Corporate Secretary, Jalal Alghani. These individuals comprise the entire Board and as such, SCORE believes, have eliminated the normal ``checks and balances'' of a public corporation. SCORE has conducted an extensive investigation and believes it has obtained documented evidence that Mr. Adair and Mr. Alghani are involved in business activities for their personal gain that have diminished the viability of the Company at the shareholders expense. SCORE believes these activities are allegedly illegal and as such, the evidence has been turned over to Federal and State authorities that are now conducting independent investigations.
AIGI shareholders with Internet access should refer to the website www.TruthAboutAIGI.com to receive more information. The website will enable shareholders to download and vote their Proxy in support of SCORE.
Shareholders without Internet access can call SCORE toll free at 1-800-484-2916 (PIN# 9466) or 713-965-0413 to receive more information, including how to vote their Proxy in support of SCORE.
This press release includes certain forward-looking statements. The forward-looking statements reflect SCORE's expectations, objectives, and goals with respect to future events and financial performance. They are based on assumptions and estimates, which they believe are reasonable. However, actual results could differ materially from anticipated results. Important factors that may impact actual results include, but are not limited to commodity prices, political developments, market and economic conditions, industry competition, the weather, changes in financial markets and changing legislation and regulations. The forward-looking statements contained in this report are intended to qualify for the safe harbor provisions of Section 21E of the Securities and Exchange Act of 1934, as amended.
SOURCE: SCORE Group, Inc.