SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ACR GROUP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class of securities)
00087B101
(CUSIP number)
TODD M. BINET
ST. JAMES PARTNERS, L.P.
c/o ST. JAMES CAPITAL CORP.
5599 SAN FELIPE, SUITE 301
HOUSTON, TEXAS 77056
(713) 993-4681
(Name, address and telephone number of person
authorized to receive notices and communications)
October 18, 1996
(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. [ ]
Check the following box if a fee is being paid with this statement. [ ]
The information required in 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. 00087B101
<TABLE>
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<S> <C> <C>
1 NAME OF REPORTING PERSONS St. James Capital Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 76-0478198
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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 WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 7 SOLE VOTING POWER 545,174
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 545,174
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 545,174
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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) 5.13
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14 TYPE OF REPORTING PERSON PN
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</TABLE>
<PAGE>
ITEM 1. Security and Issuer.
St. James Capital Partners, L.P., a Delaware investment limited partnership (the
"Partnership"), has acquired beneficial ownership of 545,174 shares (the
"Shares") of the common stock, par value $.01 per share (the "Common Stock"), of
ACR Group, Inc., a Texas corporation ("ACR"). The address of ACR's offices is
3200 Wilcrest Drive, Suite 440, Houston, Texas 77042.
ITEM 2. Identity and Background.
St. James Capital Corporation, a Delaware corporation ("SJCC"), is the general
partner of the Partnership. The directors of SJCC are Charles E. Underbrink,
John L. Thompson, Alan D. Feinsilver, Todd M. Binet, Titus H. Harris, Jr. and
William H. Wagner. The executive officers of SJCC are Messrs. Underbrink,
Thompson, Feinsilver and Binet. The business address of SJCC and each of its
executive officers is 5599 San Felipe, Suite 301, Houston, Texas 77057. The
principal occupation of each of the executive officers and directors of SJCC is
investment management and each is a citizen of the United States. Mr. Harris is
the Chairman of the Board of Harris, Webb & Garrison, a regional investment
banking firm with its principal business address at 5599 San Felipe, Suite 301,
Houston, Texas 77057. Mr. Wagner is the Managing Director of SV Capital
Management, a private equity firm with its principal business address at 200
Concord, Suite 620, San Antonio, Texas 78216. None of SJCC or its executive
officers and directors has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years and has
not 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.
ITEM 3. Source and Amount of Funds or Other Consideration.
The $609,358 used for the purchases of the Shares came from current working
capital of the Partnership, funded by its partners. None of the funds used to
purchase the Shares were borrowered.
ITEM 4. Purpose of Transaction.
The purpose of the purchases is investment in the Common Stock and the Warrants
(as defined below).
The Partnership intends to review continuously its investment in ACR. Depending
upon future evaluations of the business prospects of ACR and upon other
developments, including, but not limited to, general economic and business
conditions and stock market conditions, the Partnership may determine from time
to time to purchase additional shares of Common Stock, exercise the Warrant and
dispose of all or a portion of any shares of Common Stock acquired, or a
combination thereof.
ITEM 5. Interest in Securities of the Issuer.
The Partnership beneficially owns the Shares, which represent 5.13% of the
outstanding shares of Common Stock. The Partnership has the sole power to vote
and dispose the Shares. On October 18, 1996, the Partnership acquired 37,500
shares of Common Stock for $1.59375 per share in an open market transaction. On
October 14, 1996, the Partnership acquired Warrants to purchase an aggregate of
250,000 shares of Common Stock (at an exercise price of $.58594) in exchange for
$227,500. On October 2 and 3, 1996, the Partnership acquired 50,000 and 207,674
shares of Common Stock, respectively, in privately negotiated transactions, at a
price of $1.25 per share of Common Stock. SJCC and the limited partners of the
Partnership are entitled to profits and losses resulting from any disposition of
the Shares in accordance with the provisions of the Partnership's Agreement of
Limited Partnership
<PAGE>
(the "Partnership Agreement").
ITEM 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
250,000 of the Shares are issuable pursuant to Warrants for the Purchase of
Shares of Common Stock (the "Warrants") held by the Partnership. SJCC and the
limited partners of the Partnership are entitled to profits and losses resulting
from any disposition of the Shares in accordance with the provisions of the
Partnership Agreement. Except as set forth above, no contract, agreement,
understanding or relationship relates to the transfer or voting of any security,
finder's fee, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
ITEM 7. Exhibits.
None.
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.
OCTOBER 28, 1996
(Date)
/s/ TODD M. BINET
(Signature)
TODD M. BINET,
EXECUTIVE VICE PRESIDENT
(Name/Title)
