SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Team, Inc.
(Name of Issuer)
Common Stock ($.30 par value per share)
(Title of Class of Securities)
878155100
(CUSIP Number)
J. Thomas Morris, 2081 East Ocean Boulevard, Stuart, FL 34996 (561) 286-7175
(Name, Address and Telephone Number of Persons Authorized to Receive
Notice and Communications)
August 4, 1997
(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 [ ].
The information contained 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.
<PAGE>
CUSIP No. 878155100
1. Name of Reporting Persons S.S. Or I.R.S. Identification Nos. Of Above Persons
Armstrong International, Inc. (Tax I.D. # 38-0308010)
2. Check the Appropriate Box if a Member of a Group a)
b)
3. SEC Use Only
4. Source of Funds BK
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization State of Michigan
Number of 7. Sole Voting Power 650,000
Shares Bene-
ficially
Owned by 8. Shared Voting Power
Each Report-
ing Person
With 9. Sole Dispositive Power 650,000
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person 650,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11) 11.17%
14. Type of Reporting Person CO
<PAGE>
CUSIP No. 878155100
1. Name of Reporting Persons S.S. Or I.R.S. Identification Nos. Of Above Persons
Merrill H. Armstrong
2. Check the Appropriate Box if a Member of a Group a)
b)
3. SEC Use Only
4. Source of Funds PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization United States of America
Number of 7. Sole Voting Power
Shares Bene-
ficially
Owned by 8. Shared Voting Power 41,000
Each Report-
ing Person
With 9. Sole Dispositive Power
10. Shared Dispositive Power 41,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person 41,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
(The reporting person disclaims beneficial ownership of the 650,000
shares of Team, Inc. owned by Armstrong International, Inc.)
13. Percent of Class Represented by Amount in Row (11) .70%
14. Type of Reporting Person IN
<PAGE>
CUSIP No. 878155100
1. Name of Reporting Persons S.S. Or I.R.S. Identification Nos. Of Above Persons
Barbara I. Armstrong
2. Check the Appropriate Box if a Member of a Group a)
b)
3. SEC Use Only
4. Source of Funds PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization United States of America
Number of 7. Sole Voting Power
Shares Bene-
ficially
Owned by 8. Shared Voting Power 41,000
Each Report-
ing Person
With 9. Sole Dispositive Power
10. Shared Dispositive Power 41,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person 41,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
(The reporting person disclaims beneficial ownership of the 650,000
shares of Team, Inc. owned by Armstrong International, Inc.)
13. Percent of Class Represented by Amount in Row (11) .70%
14. Type of Reporting Person IN
<PAGE>
Item 1. Security and Issuer.
Common Stock ($.30 par value per share) of Team, Inc. whose principal
executive offices are located at 1019 South Hood Street, Alvin, Texas 77511.
Item 2. Identity and Background.
Armstrong International, Inc. ("Armstrong") is a corporation incorporated
under the laws of the State of Michigan. Armstrong's principal business is the
manufacture and distribution of equipment for industrial and commercial steam
systems. Armstrong's principal manufacturing facility is located at 816 Maple
Street, Three Rivers, Michigan 49093. Armstrong's principal office is located at
2081 East Ocean Boulevard, Stuart, Florida 34996. During the past five (5)
years, Armstrong has not been convicted in a criminal proceeding and is not and
has not been a party to any civil proceeding of a judicial or administrative
body resulting in any judgment, decree or final order against Armstrong
enjoining future violations of, prohibiting or mandating activities subject to
Federal or State Securities laws, or finding any violation with respect to such
laws.
Merrill H. Armstrong and Barbara I. Armstrong control a majority of the
voting stock of Armstrong. Their business address is 2081 East Ocean Boulevard,
Stuart, Florida 34996. Mr. Armstrong is the President, Chief Executive Officer,
and a director of Armstrong and Mrs. Armstrong is the Vice President and a
director of Armstrong. During the past five (5) years, Mr. and Mrs. Armstrong
have not been convicted in a criminal proceeding and are not and have not been a
party to any civil proceeding of a judicial or administrative body resulting in
any judgment, decree or final order against Mr. and Mrs. Armstrong enjoining
future violations of, prohibiting or mandating activities subject to Federal or
State Securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The securities owned by Armstrong were purchased from Team, Inc. in a
private placement transaction for a total purchase price of $1,950,000. The
funds were borrowed from the First National Bank of Chicago pursuant to
Armstrong's short-term credit facility with such institution.
The securities owned by Mr. and Mrs. Armstrong were purchased in the open
market for a total purchase price of approximately $123,386. The funds used for
the purchase were from Mr. and Mrs. Armstrong's personal funds.
Item 4. Purpose of Transaction.
Armstrong and Mr. and Mrs. Armstrong have purchased the securities for
investment purposes. Armstrong and Mr. and Mrs. Armstrong may purchase
additional shares of Team, Inc. Common Stock through market transactions or
otherwise. Their purchases of additional Team, Inc. stock are, however,
restricted pursuant to the terms of a Standstill and Voting Agreement dated June
30, 1997, as more fully described in Item 6 below.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Armstrong beneficially owns 650,000 shares of Team, Inc. Common Stock,
which represents 11.17% of the issued and outstanding shares of Team, Inc.'s
Common Stock. Armstrong has sole power to vote and dispose of such stock,
subject to the terms of a Standstill and Voting Agreement described in Item 6.
Mr. and Mrs. Armstrong beneficially own 41,000 shares of Team, Inc. Common
Stock, which represents .70% of the issued and outstanding shares of Team,
Inc.'s Common Stock. Mr. and Mrs. Armstrong share the power to vote and dispose
of such stock, subject to the terms of a Standstill and Voting Agreement
described in Item 6.
The aggregate number of shares of Team, Inc. Common Stock held by the
reporting persons is 691,000. Each of the reporting persons declares that the
filing of this schedule shall not be construed as an admission that the
reporting person is, for the purpose of Section 13(d) and 13(g) of the Act, as
amended, the beneficial owner of all the securities covered by this schedule.
Each of the reporting persons disclaims beneficial ownership of all of the
shares of Team, Inc. Common Stock covered by this schedule except for the shares
indicated as being beneficially held by such reporting persons in this schedule.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Armstrong and Team, Inc. have entered into a Standstill and Voting
Agreement dated June 30, 1997. During a five year term beginning June 30, 1997,
Armstrong has granted proxies to Team's management on certain issues submitted
to a vote of the shareholders. In addition, Armstrong (including any of its
affiliates or members of a group in which Armstrong may also be a member) may
not make purchases of Team's stock during the five (5) year term of the
Agreement in aggregate amounts such that Armstrong and such others would
beneficially own more than thirty percent (30%) of the issued and outstanding
voting stock of Team, Inc. on a fully diluted basis.
Item 7. Material to be Filed as Exhibits.
A copy of the Standstill and Voting Agreement dated June 30, 1997, entered
into by Armstrong and Team, Inc. which relates to the giving of proxies as
disclosed in Item 6 was previously filed as Exhibit I.
<PAGE>
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.
ARMSTRONG INTERNATIONAL, INC.
August 14, 1997 By: /s/ Steve Gibson
Date Signature
Its: Steve Gibson/Vice President
Name/Title
/s/ Merrill H. Armstrong
Merrill H. Armstrong
/s/ Barbara I. Armstrong
Barbara I. Armstrong
Document No. 58924 ver. 1
