UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CLX Energy, Inc.
(Name of Issuer)
$.01 par value common stock
(Title of Class of Securities)
125649202
(CUSIP Number)
Robert E. Gee, General Partner
69 DeBell Drive
Atherton, California 94027
(650) 964-1212
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 2, 1999
(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
Sections240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
*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).
SCHEDULE 13D
CUSIP No. 125649202
1) Name of Reporting Person: BKM Family Limited Partnership
I.R.S. Identification No. of Above Person: 94-3280410
2)Check the Appropriate Box if a Member of a Group*
(a)
(b) X
(3)SEC Use Only
(4)Source of Funds (See Instructions) PF
(5)Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6)Citizenship or Place of Organization U.S. (California)
Number of (7)Sole Voting Power 839,851
Shares Bene-
ficially (8)Shared Voting Power None
Owned by
Each Report- (9) Sole Dispositive Power 839,851
ing Person
With (10) Shared Dispositive Power None
(11)Aggregate Amount Beneficially Owned by Each Reporting Person
839,851
(12)Check if the Aggregate Amount in Row (11) Excludes Certain
Shares X - the number of shares set forth in Row (11) does not
include, and BKM Family Limited Partnership disclaims
beneficial ownership of, the shares of common stock held by the
persons other than BKM Family Limited Partnership set forth in
the table in Item 2 of this statement.
(13)Percent of Class Represented by Amount in Row (11) 8.0%
(14)Type of Reporting Person PN
Item 1. Security and Issuer.
This statement relates to the $.01 par value common stock of CLX
Energy, Inc. The address of the principle executive offices of
CLX Energy, Inc. is 518 Seventeenth Street, Suite 745, Denver,
Colorado 80202.
Item 2. Identity and Background.
The name of the person filing this statement is BKM Family
Limited Partnership. That limited partnership was formed under
the laws of California and its address is 69 DeBell Drive,
Atherton, California 94027. The general partner of the limited
partnership is Robert E. Gee. Mr.Gee's principal occupation is
Stanford Investment Group, Inc., which is located at 2570 El
Camino Road, Suite 520, Mountain View, CA 94040, and engaged in
the business of investments. Mr.Gee also is a Director of CLX
Energy, Inc. Mr.Gee is a U.S. citizen. Neither the Limited
Partnership nor Mr.Gee has during the last five years been
convicted in a criminal proceeding or been 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.
BKM Family Limited Partnership was part of a group of persons
that acquired a total of 5,773,973 shares of the common stock of
CLX Energy, Inc. on February 2, 1999. That group of persons
owned approximately 55 percent of the outstanding shares of
common stock of CLX Energy, Inc. immediately after that
acquisition based on 10,498,132 shares of common stock of CLX
Energy, Inc. being outstanding.
The group of persons has not entered into any agreements
concerning the control over the voting or disposition of the
common stock of CLX Energy, Inc. and currently does not have any
plans to entered into such agreements. BKM Family Limited
Partnership disclaims beneficial ownership of the shares of CLX
Energy, Inc. common stock held by those other persons. The
following table sets forth the names of the persons to whom the
shares of common stock were issued in that transaction, the
number of shares issued to such persons, and the percentage of
the outstanding shares of common stock represented by such
shares.
<TABLE>
Percentage of
Outstanding
Shares of
Number of Common
Name Shares Stock
_______ __________ ____________
<S> <C> <C>
James L. Burkhart Living
Trust dtd. 9-17-97 2,519,551 24.0%
BKM Family Limited
Partnership 839,851 8.0%
B.J. Reid 839,851 8.0%
D.M. Finsthwait, Trustee
of the Finsthwait 1973
Trust dtd. 2-25-73 524,907 5.0%
R. M. Sitton Investments, Ltd. 314,944 3.0%
Mike W. Burkhart 209,963 2.0%
Steven J. Williams 157,472 1.5%
Clyde F. & Cheryl W.
Wootton JTWROS 157,472 1.5%
Gee Family Trust dtd. 12-23-92 104,981 1.0%
James Keith Burkhart
Living Trust dtd. 11-25-98 104,981 1.0%
------------ ---------
TOTALS 5,773,973 55.0%
============ ==========
</TABLE>
Item 3. Source and Amount of Funds or Other Consideration.
BKM Family Limited Partnership used $40,000 of its personal funds
to acquire its shares of CLX Energy, Inc. common stock. BKM
Family Limited Partnership and the other persons listed in the
table in Item 2 also agreed to loan to CLX Energy Inc., or
guaranty debt of CLX Energy Inc. for, up to $300,000 for oil and
gas acquisitions during the period commencing on February 2, 1999
and ending on February 2, 2002.
Item 4. Purpose of Transaction.
CLX Energy, Inc. received a total of $275,000 cash for the
issuance of the 5,773,973 shares of common stock and the
acquirors of those shares listed in the table in Item 2 agreed to
loan to CLX Energy Inc., or guaranty debt of CLX Energy Inc. for,
up to $300,000 for oil and gas acquisitions during the period
commencing on February 2, 1999 and ending on February 2, 2002.
BKM Family Limited Partnership does not itself have any plans,
and does not have any plans with any of the other persons listed
in the table in Item 2, which relate to or would result in the
following:
a. The acquisition by any person of additional
securities
of CLX Energy, Inc., or the disposition of securities
of CLX Energy, Inc.;
b. An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving CLX
Energy, Inc.;
c. A sale or transfer of a material amount of assets of
CLX Energy, Inc.;
d. Any change in the present board of directors or
management of CLX Energy, Inc., 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 CLX Energy, Inc.;
f. Any other material change in the business or corporate
structure of CLX Energy, Inc.;
g. Changes in the charter, bylaws of CLX Energy, Inc. or
instruments corresponding thereto or other actions
which may impede the acquisition of control of CLX
Energy, Inc. by any person;
h. Causing a class of securities of CLX Energy, Inc. to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
i. Causing the common stock of CLX Energy, Inc. to become
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act; or
j. Any action similar to any of those enumerated above.
BKM Family Limited Partnership did not engage in any transactions
concerning the securities of CLX Energy, Inc. during the prior 60
days.
Item 5. Interest in Securities of the Issuer.
BKM Family Limited Partnership beneficially owns, and has the
sole voting power over, 839,851 shares of the common stock of CLX
Energy, Inc. representing 8.0% of the 10,498,132 shares of common
stock of CLX Energy, Inc. outstanding. The number of shares and
the percentage of the outstanding shares of common stock
represented by such shares owned by the other persons that
participated with BKM Family Limited Partnership in acquiring 55%
of the outstanding shares of CLX Energy, Inc. is set forth in
Item 2.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
On February 2, 1999, CLX Energy, Inc. and James L. Burkhart
Living Trust entered into a Stock Purchase Agreement concerning
the issuance of the 5,773, 973 shares of common stock. CLX
Energy, Inc. issued the 5,773,973 shares of common stock to James
L. Burkhart Living Trust and the other persons designated by the
trust set forth in the table in Item 2. CLX Energy, Inc.
received in exchange for the issuance of that common stock the
consideration set forth in Item 4.
James L. Burkhart Living Trust entered into a separate Nomination
and Ratification Agreement with each of the other persons set
forth in Item 2, including BKM Family Limited Partnership,
(referred to as the "Nominating Person"). Each agreement
provides the following:
a. the Nominating Person engaged James L. Burkhart Living
Trust to act as the nominee for the Nominating Person
for the purchase of the Nominating Person's shares of
CLX Energy, Inc. common stock;
b. the Nominating Person agreed to pay to James L.
Burkhart Living Trust all amounts owed for the purchase
of the Nominating Person's shares of CLX Energy, Inc.
common stock; and
c. the Nominating Party agreed to assume and perform, to
the extent attributable to the Nominating Party's
shares of CLX Energy, Inc. common stock, the
obligations and agreements in the Stock Purchase
Agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Stock Purchase Agreement between CLX Energy, Inc. and
James L. Burkhart, Trustee of the James L. Burkhart Living Trust
is incorporated herein by reference from Exhibit 10.1 to the Form
8-K of CLX Energy, Inc. (Commission File No. 0-9392) filed on
February 9, 1999.
Exhibit 2 Nomination and Ratification Agreement between James L.
Burkhart, Trustee of the James L. Burkhart Living Trust and BKM
Family Limited Partnership.
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.
Dated: February 11, 1999
BKM FAMILY LIMITED PARTNERSHIP
By: /s/Robert E. Gee
Robert E. Gee as General Partner of
BKM Family Limited Partnership
and not individually
EXHIBIT 2
NOMINATION AND RATIFICATION AGREEMENT
This Agreement is made and entered into this 27 day of January,
1999, by and among James L. Burkhart, Trustee of the James L.
Burkhart Living Trust ("JLB"), and BRM Family L.P. Robert E. Gee
G/P("Purchaser").
RECITALS
A. As of the date hereof, JLB has entered into that certain
Stock Purchase Agreement (the "CLX Agreement") with CLX Energy,
Inc. ("CLX") for the purchase of CLX Common Stock.
B. Purchaser desires to purchase 839851 shares (the "CLX Shares")
of the CLX Common Stock; and
C. For convenience, JLB has entered into the CLX Agreement on
behalf of, and as nominee for, Purchaser.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for good and valuable consideration paid by each
party to the other, the parties hereto agree as follows:
1. Nomination of JLB. Purchaser hereby engages JLB to act as
Purchaser's nominee for the purchase of the CLX Shares from CLX
pursuant to the terms and conditions of the CLX Agreement. On or
before the closing of the CLX Agreement, immediately upon request
by JLB, Purchaser pay to JLB all amounts owed, including
expenses, with respect to the purchase of the CLX Shares.
2.Ratification of CLX Agreement by Purchaser. Purchaser agrees
to be assume and perform, to the extent attributable to the CLX
Shares, all representations, warranties, obligations and
agreements (including, without limitation, any indemnification
obligations) contained in the CLX Agreement.
3. Indemnification of JLB by Purchaser. Purchaser agrees to (a)
be bound by all terms and conditions of the CLX Agreement insofar
as it relates to the CLX Shares and (b) indemnify and hold JLB
harmless from any and all obligations, losses, liabilities,
causes of action, costs and expenses (including without
limitation, attorneys' fees) arising out of or resulting from (i)
temporary ownership of title to the CLX Shares by JLB, as nominee
for Purchaser, (ii) the purchase of the CLX Shares pursuant to
the CLX Agreement and (iii) any and all actions taken in good
faith by JLB on behalf of Purchaser. PURCHASER ACKNOWLEDGES THAT
PURCHASER HAS READ THE CLX AGREEMENT AND HAS AGREED TO PURCHASE
THE CLX SHARES PURSUANT TO THE TERMS OF SUCH AGREEMENT.
4. Notice. Any notice or communication permitted or required by
the provisions of this Agreement shall be in writing and shall be
deemed to have been made or given if delivered in person, or
(whether or not actually received, unless otherwise herein
specifically provided) if deposited in the United States mails by
registered mail or certified mail, return receipt requested, with
proper postage prepaid thereon, addressed as follows:
If to JLB: James L. Burkhart, Trustee
If to Purchaser: BRM Family Limited Partnership
Robert E. Gee G/P
or to such other address as any party shall hereafter furnish to
the other party in writing.
5. Miscellaneous.
(a) This Agreement shall inure to the benefit of and be binding
upon the heirs, legatees, executors, administrators, successors
and assigns of the parties hereto.
(b) This Agreement constitutes the entire agreement among the
parties hereto as to the subject matter hereof superseding all
prior agreements among the parties pertaining to such subject
matter. This Agreement may not be modified except in a writing
subscribed to by each party.
(c) The provisions of this Agreement shall be construed simply
according to their fair meaning and not strictly for or against
any particular party.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date set forth above.
JAMES L. BURKHART LIVING TRUST
By/s/James L. Burkhart Ttee
James L. Burkhart, Trustee
/s/Robert E. Gee
Robert E. Gee G/P
