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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Integrated Electrical Services, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
45811E 10 3
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(CUSIP Number)
Roy D. Brown
c/o Houston-Stafford Electric Company
10203 Mula Circle
P.O. Box 947
Stafford, Texas 77497
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 30, 1998
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
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SCHEDULE 13D
CUSIP NO. 45811E 10 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roy D. Brown
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,608,979 7.8%
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,608,979 7.8%
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,608,979
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of Common Stock, par value
$0.01 per share (the "Common Stock"), of Integrated Electrical Services, Inc.,
a Delaware corporation (the "Issuer"). The address of the Company's principal
executive office is 2301 Preston, Houston, Texas 77003.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This Schedule 13D is filed on behalf of Roy D. Brown
(the "Reporting Person"), an individual whose business address is 10203 Mula
Circle, Stafford, Texas 77497-0947 and his principal occupation is that of
President of Houston-Stafford Electric, Inc. ("Houston-Stafford"), a subsidiary
of the Issuer;
(d) During the last five years the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors);
(e) During the last five years, the Reporting Person has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he 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;
(f) The Reporting Person is a natural person and a citizen of
the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Brown acquired beneficial ownership of 1,608,979 shares of
Common Stock on January 30, 1998 in connection with the acquisition by the
Issuer of all the issued and outstanding capital stock of Houston-Stafford in
exchange for shares of Common Stock of the Issuer and cash (the "Acquisition").
ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Brown acquired his shares of Common Stock for investment purposes
and in connection with the Acquisition. Mr. Brown intends to review his
investment in the Issuer on a continuing basis and, depending upon the price of
the Common Stock, subsequent developments affecting the Issuer, the Issuer's
business and prospects, general stock market and economic conditions, tax
considerations and other factors deemed relevant, may decide to increase or
decrease his current investment in the Common Stock of the Issuer. However, Mr.
Brown's shares are subject certain contractual restrictions on transfer pursuant
to the terms of the Acquisition.
Mr. Brown has entered into a 5-year employment agreement with a
subsidiary of the Issuer.
Except as set forth in this Item 4, Mr. Brown does not have any plans
or proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 to Schedule 13D.
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ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
There were 20,709,627 shares of Common Stock outstanding as of
January 30, 1998, the date of the consummation of the Acquisition. Mr. Brown
is deemed to be the beneficial owner of 1,608,979 shares of Common Stock,
which constitute approximately 7.8% of the total issued and outstanding
shares of Common Stock at January 30, 1998.
Mr. Brown has the sole power to vote or direct the vote and the
sole power to dispose or to direct the disposition of all shares of Common
Stock he beneficially owns. Other than the 1,608,979 shares of Common Stock
reported on this Schedule 13D which Mr. Brown acquired on January 30, 1998
pursuant to the Acquisition, Mr. Brown has not acquired any shares of
Common Stock in the last 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the terms of the Acquisition, Mr. Brown's shares of
Common Stock are subject to certain contractual restrictions on transfer.
These restrictions relate to all the 1,608,979 shares of Common Stock
beneficially owned by Mr. Brown.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stock Purchase Agreement among the Issuer and the
stockholders of Houston-Stafford, dated October 21, 1997 (incorporated by
reference to Exhibit 2.8 to the Issuer's Registration Statement on Form S-1
filed October 24, 1997 (Registration No. 333-38715) ("Form S-1")).
2. Form of Employment Agreement (incorporated by reference
to Exhibit 10.1 of the Form S-1).
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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.
Date: February 9, 1998
/s/ ROY D. BROWN
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Roy D. Brown
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