UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-
1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
13D-2(A)
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.00001 PER SHARE
(Title of Class of Securities)
099469108
(CUSIP Number)
Matthew S. Eisenberg, Esq.
Cobb & Eisenberg LLC
315 Post Road West
Westport, CT 06881
(203) 222-9562
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
December 10, 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 [ ].
(Page 1 of 7 Pages)
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CUSIP No. 099469108 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Mark S. Howells
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF, PF
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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
1,730,985 shares
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 21,147 shares
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,730,985 shares
PERSON ------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
21,147 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,752,132 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 099469108 Page 3 of 7 Pages
This Schedule 13D is being filed pursuant to Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations promulgated thereunder.
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value
$.00001 per share (the "Common Stock"), of Boots & Coots International Well
Control, Inc., a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at: 5151 San Felipe, Suite 450, Houston,
Texas 77056.
Item 2. Identity and Background.
(a) The name of the reporting person filing this Schedule 13D
is Mark S. Howells (the "Reporting Person").
(b) The business address of the Reporting Person is: Arizona
Securities Group, Inc., 2390 East Camelback Road, Suite 203, Phoenix, Arizona
85016.
(c) The Reporting Person serves as President and Chairman of
Arizona Securities Group, Inc. ("ASG"), a registered broker-dealer, and is also
a shareholder of ASG. The Reporting Person may be deemed to be an affiliate of
ASG. The principal business address of ASG is 2390 East Camelback Road, Suite
203, Phoenix, Arizona 85016.
(d) The Reporting Person has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years,
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 citizen of the United States.
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CUSIP No. 099469108 Page 4 of 7 Pages
Item 3. Source and Amount of Funds or Other Consideration.
This Schedule 13D reports the acquisition of shares of Common
Stock by the Reporting Person. The shares were acquired as follows. 322,000 and
677,998 of the shares of Common Stock were originally issued to ASG on April 25,
1997 and July 11, 1997, respectively, as shares of capital stock (the "IWC
Shares") of IWC Services, Inc., a Texas corporation ("IWC"). The IWC shares,
which were issued by IWC to ASG in consideration for advisory and consulting
services provided by ASG to IWC, were immediately distributed by ASG to the
Reporting Person as a shareholder of ASG. On July 29, 1997, the IWC Shares were
exchanged for 999,998 shares of Common Stock in connection with a merger
transaction pursuant to which IWC became a wholly-owned subsidiary of the
Company. On December 2, 1997, 35,000 of such shares were transferred by the
Reporting Person to irrevocable trusts for the benefit of his former spouse and
children (see Item 5 below). 765,987 of the shares of Common Stock beneficially
owned by the Reporting Person were purchased by the Reporting Person on August
6, 1997 in a private transaction for an aggregate cash purchase price of
$382,993, which was paid in full on the date of purchase. The Reporting Person
utilized his personal funds to satisfy the purchase price for the 765,987
shares. The remaining 21,147 shares of Common Stock beneficially owned by the
Reporting Person were acquired by ASG between October 6, 1997 and December 10,
1997 in market-making transactions. The aggregate purchase price paid by ASG for
such shares was approximately $76,658, all of which was paid in cash at the
respective times of purchase from ASG's working capital.
Item 4. Purpose of Transaction.
The purpose of the acquisitions by the Reporting Person
disclosed herein is investment. Depending upon the Reporting Person's evaluation
of the Company's business and prospects, and upon such other factors as the
Reporting Person may deem relevant, the Reporting Person or other entities that
may be deemed to be affiliated with the Reporting Person (including, without
limitation, ASG) may from time to time purchase shares of Common Stock and/or
dispose of all or a portion of the shares of Common Stock held by the Reporting
Person or such affiliated entities, or cease purchasing or disposing of shares
of Common Stock. Any such additional purchases or dispositions may be made in
the open market or privately negotiated transactions or otherwise. ASG is
currently a market-maker in the Common Stock and regularly buys and sells shares
of the Common Stock in the ordinary course of its business. Except as aforesaid,
the Reporting Person does not presently have any plans or proposals that relate
to or would result in any matter being required to be
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CUSIP No. 099469108 Page 5 of 7 Pages
disclosed in response to clauses (a) through (j), inclusive, of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Person beneficially
owns 1,752,132 shares of Common Stock, constituting approximately 5.9% of the
outstanding shares of Common Stock (based upon an aggregate of 29,704,261
outstanding shares of Common Stock, as reported in an amendment to the Company's
Annual Report on Form 10-KSB for the fiscal year ended June 30, 1997, which was
filed with the Securities and Exchange Commission ("SEC") on December 3, 1997).
1,430,835 of such shares are held by a trust for the benefit of the Reporting
Person and certain family members of the Reporting Person and for which the
Reporting Person is the trustee. 300,150 of such shares are held in an IRA
account for the benefit of the Reporting Person. The remaining 21,147 shares are
owned by ASG. The Reporting Person may be deemed to be an affiliate of ASG and,
as such, may be deemed to share indirect beneficial ownership of the shares of
Common Stock owned by ASG. The Reporting Person also holds a warrant to purchase
an additional 173,250 shares of Common Stock. The warrant is not exercisable
within sixty (60) days of the date hereof and, accordingly, the shares of Common
Stock underlying the warrant are not included in the number of shares of Common
Stock reported hereby as being beneficially owned by the Reporting Person.
Another affiliate of ASG, Jeffrey J. Puglisi, who is the Vice
President of ASG and a shareholder, beneficially owns the 21,147 shares of
Common Stock owned by ASG which are referenced in the preceding paragraph as
being beneficially owned by the Reporting Person. As a result, the Reporting
Person may be deemed to share the power to vote and dispose of such shares of
Common Stock with Mr. Puglisi. In addition, Mr. Puglisi owns additional shares
of Common Stock. Except with respect to the shares of Common Stock owned by ASG,
Mr. Puglisi does not share any power with respect to the Reporting Person's
shares of Common Stock and the Reporting Person does not share any power with
respect to Mr. Puglisi's shares of Common Stock. The Reporting Person disclaims
the existence of a "group" (as described in Section 13(d)(3) of the Exchange
Act, and SEC Rule 13d-5 promulgated under the Exchange Act) as a result of his
relationship with Mr. Puglisi.
(b) Not applicable.
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CUSIP No. 099469108 Page 6 of 7 Pages
(c) On December 2, 1997, the Reporting Person gifted 35,000
shares of Common Stock to irrevocable trusts for the benefit of his former
spouse and children. The Reporting Person's former spouse is the trustee of such
trusts. In addition, ASG entered into market-making transactions from October 6,
1997 to December 10, 1997 pursuant to which ASG acquired 21,147 shares of the
Common Stock reported herein as being beneficially owned by the Reporting
Person. Except as aforesaid, no transactions in the Common Stock were effected
by the Reporting Person within the past sixty (60) days.
(d) As described in paragraph (a) above, the Reporting Person
may be deemed to share with Jeffrey J. Puglisi, an affiliate of ASG, the power
to vote and dispose of the 21,147 shares of Common Stock owned by ASG. In
addition, the Reporting Person may be deemed to share with Mr. Puglisi the right
to receive, or the power to direct the receipt of, dividends from, or the
proceeds from the sale of, such shares of Common Stock. No other person has the
right to receive, or the power to direct the receipt of, dividends from, or the
proceeds from the sale of, the shares of Common Stock reported herein as being
beneficially owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On July 15, 1997, ASG entered into a letter agreement with the
Company which provides for certain demand and piggyback registration rights with
respect to the shares of Common Stock beneficially owned by the Reporting
Person.
The Reporting Person and Jeffrey J. Puglisi, each of whom is
an affiliate of ASG, may act together with respect to investment decisions made
with respect to ASG and the 21,147 shares of Common Stock of the Company held by
ASG. However, the Reporting Person disclaims the existence of a "group" (within
the meaning of Section 13(d)(3) of the Exchange Act and SEC Rule 13d-5
promulgated under the Exchange Act) as between the Reporting Person and Mr.
Puglisi generally and with respect to any future acquisition or disposition of
shares of Common Stock by ASG.
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CUSIP No. 099469108 Page 7 of 7 Pages
Item 7. Material to be filed as Exhibits.
Not applicable.
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: December 11, 1997
/s/ Mark S. Howells
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Mark S. Howells
