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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. )*
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BLACK WARRIOR WIRELINE CORP.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
092260 50 4
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(CUSIP Number)
405 SIXTH AVENUE
THOMAS M. SWARTWOOD, DICKINSON HOLDING CORP. DES MOINES, IA 50306
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
NOVEMBER 6, 1996
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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 / /.
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
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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CUSIP No. 092260 50 4 SCHEDULE 13D Page 2 of Pages
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(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
DICKINSON HOLDING CORP.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) /xx/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WORKING CAPITAL
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(5) CHECK 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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NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER
BY EACH REPORTING 112,500
PERSON WITH --------------------------------------------------
(8) SHARED VOTING
POWER
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(9) SOLE DISPOSITIVE POWER
112,500
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(10) SHARED DISPOSITIVE
POWER
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,500
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
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(14) TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1. SECURITY AND ISSUER
This statement relates to the shares of Common Stock (the "Common Stock") of
Black Warrior Wireline Corp. (the "Issuer"). The Issuer's principal executive
offices are located at 3748 Highway 45 North, Columbus, Mississippi 39701.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Dickinson Holding Corp. (the "Purchaser").
Purchaser
The Purchaser owns 100% of Dickinson & Co., a registered broker dealer and
investment banking firm ("Dickinson"). The principal business address of the
Purchaser and Dickinson is, 405 Sixth Avenue, Des Moines, Iowa 50306.
During the last five years, the Purchaser has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor has it
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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 except as listed in Exhibit 1.
T. Marshall Swartwood, Chairman of the Board of the Purchaser, resides in
Westtown, New York 10998 and owns 100% of Swartwood & Co., a registered broker
dealer.
During the last five years, Mr. Swartwood has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor has he
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
Mr. Swartwood is a resident citizen of the United States.
Thomas M. Swartwood, President of the Purchaser resides at 153 37th Street, Des
Moines, Iowa 50312.
During the last five years, Mr. Swartwood has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor has he
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
Mr. Swartwood is a resident citizen of the United States.
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Glenn S. Cushman, Senior Vice President and Director of the Purchaser resides at
2 W. North Lane, Phoenix, Arizona 85021.
During the last five years, Mr. Cushman has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor has he
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
Mr. Cushman is a resident citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Purchaser acquired the shares for cash from working capital.
ITEM 4. PURPOSE OF TRANSACTION
The Purchaser acquired the beneficial ownership of the shares of Common Stock
described herein for investment purposes. The Purchaser may from time to time,
depending on general economic conditions, market prices for shares of Common
Stock and other factors, purchase additional shares of Common stock through
open-market purchases, privately negotiated transactions or otherwise and may
dispose of shares of Common Stock as stated above or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of November 6, 1996, the Purchaser directly owned 112,500 shares.
As of November 6, 1996, Mr. T. Marshall Swartwood beneficially owned 50,000
shares including 50,000 held by Swartwood & Co. The 50,000 shares held by
Swartwood & Co. were purchased for cash. This beneficial ownership represents
approximately 2.3% of the issued and outstanding shares of Common Stock. Such
percentage is based on information obtained from the Issuer that as of November
12, 1996 there were 2,144,677 shares of Common Stock issued and outstanding.
As of November 6, 1996, Mr. Thomas M. Swartwood directly owned 10,000 shares
which he purchased for cash. This beneficial ownership represents approximately
.044% of the issued and outstanding shares of Common Stock. Such percentage is
based on information obtained from the Issuer that as of November 12, 1996
there were 2,144,677 shares of Common Stock issued and outstanding.
As of November 6, 1996, Mr. Glenn S. Cushman directly owned 10,000 shares which
he purchased for cash. This beneficial ownership represents approximately .044%
of the issued and outstanding shares of Common Stock. Such percentage is based
on
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information obtained from the Issuer that as of November 12, 1996 there were
2,144,677 shares of Common Stock issued and outstanding.
(b) The Purchaser has sole power to vote, direct the vote of, dispose and
direct the disposition of its 112,500 shares.
Mr. T. Marshall Swartwood has sole power to vote, direct the vote of, dispose
and direct the disposition of the 50,000 shares beneficially owned by him.
Mr. Thomas M. Swartwood has sole power to vote, direct the vote of, dispose and
direct the disposition of his 10,000 shares.
Mr. Glenn S. Cushman has sole power to vote, direct the vote of, dispose and
direct the disposition of his 10,000.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Form BD, Disciplinary Actions
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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.
November 18, 1996 Dickinson Holding Corp.
By:
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T. Marshall Swartwood
Chairman
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11-10-95-SEC NEWS DIGEST ISSUE NO. 95-194, DATED OCTOBER 6, 1995. ENFORCEMENT
PROCEEDINGS DISCLOSES, "COMMISSION SANCTIONS DICKINSON & CO. AND JOHN
LAURIENTI FOR FAILURES TO SUPERVISE": THE COMMISSION ANNOUNCED TODAY THAT
DICKINSON & CO. (DICKINSON), A BROKER-DEALER BASED IN DES MOINES, IOWA, AND
THE FORMER BRANCH MANAGER OF ITS BOSTON BRANCH OFFICE. JOHN LAURIENTI
(LAURIENTI), CONSENTED, WITHOUT ADMITTING OR DENYING, THE MATTERS SET FORTH
IN THE ORDER, TO A COMMISSION ORDER FINDING THAT THEY FAILED REASONABLY TO
SUPERVISE A BROKER EMPLOYED IN DICKINSON'S BOSTON BRANCH OFFICE. DICKINSON
WAS CENSURED AND WAS ORDERED TO PAY A $50,000 CIVIL MONETARY PENALTY AND TO
MAINTAIN CERTAIN SUPERVISORY POLICIES AND PROCEDURES. LAURIENTI WAS BARRED
FROM ACTING IN A PROPRIETARY OR SUPERVISORY CAPACITY WITH ANY BROKER, DEALER,
MUNICIPAL SECURITIES DEALER, INVESTMENT ADVISER OR INVESTMENT COMPANY, WITH A
RIGHT TO REAPPLY AFTER TWO YEARS, AND WAS ORDERED TO PAY A $10,000 CIVIL
MONETARY PENALTY. THE COMMISSION FOUND THAT DICKINSON AND LAURIENTI'S
FAILURES AROUSE FROM VIOLATIONS OF THE ANTIFRAUD PROVISIONS OF THE FEDERAL
SECURITIES LAWS BY MARK J. HAMEL, A BROKER EMPLOYED IN DICKINSON'S BOSTON
BRANCH OFFICE. DURING A THREE-MONTH PERIOD IN 1993, HAMEL SOLD MORE THAN
60,000 SHARES OF FAIRMONT RESOURCES INC., A CANADIAN PENNY STOCK, WITHOUT
DISCLOSING TO HIS CUSTOMERS THAT HE WAS RECEIVING APPROXIMATELY $234,000 IN
KICKBACKS FROM THE CONTROLLING SHAREHOLDERS/PROMOTERS OF FAIRMONT. REL.
34-36338 +7/26/96 SEC DOCKET VOL. 60 NO. 7, DATED OCTOBER 31, 1995, PAGE 1247,
DISCLOSES: THE SEC ORDER CENSURING RESPONDENT DICKINSON & CO. AND BARRING
RESPONDENT JOHN LAURIENTI WAS ISSUED ON OCTOBER 5, 1995. REL. 36337
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ON DECEMBER 29, 1994, DISTRICT NO. 4 NOTIFIED DICKINSON & CO. AND JOHN
MICHAEL HERRMANN THAT THE LETTER OF ACCEPTANCE, WAIVER AND CONSENT NO.
C04940032 WAS ACCEPTED; THEREFORE, RESPONDENTS MEMBER AND HERRMANN ARE
CENSURED AND FINED $10,000, JOINTLY AND SEVERALLY: AND, RESPONDENT HERRMANN IS
SUSPENDED FROM ASSOCIATION WITH ANY NASD MEMBER AS A GENERAL SECURITIES
PRINCIPAL FOR 30 DAYS - (ARTICLE III, SECTIONS 1 AND 35 OF THE RULES OF FAIR
PRACTICE - RESPONDENT MEMBER, ACTING THROUGH RESPONDENT HERRMANN, DISTRIBUTED
TO BROKERS IN ONE OF ITS BRANCH OFFICES CERTAIN SALES SCRIPTS AND/OR
PERMITTED THE USE THEREOF, IN SALES PRESENTATIONS WHICH FAILED TO PROVIDE A
SOUND BASIS FOR AN INVESTOR TO MAKE AN INFORMED INVESTMENT DECISION AS
REQUIRED BY THE NASD'S RULES OF FAIR PRACTICE).
***$10,000.00 FULLY PAID J&S AS OF 09/13/95, INVOICE #95-04-08
ON DECEMBER 29, 1994 DISTRICT NO. 4 NOTIFIED DICKINSON & CO. AND GLENN SCOTT
CUSHMAN THAT THE LETTER OF ACCEPTANCE, WAIVER AND CONSENT NO. C04940031 WAS
ACCEPTED; THEREFORE, RESPONDENT MEMBER AND CUSHMAN ARE CENSURED AND FINED
$80,000, JOINTLY AND SEVERALLY; AND, RESPONDENT CUSHMAN IS SUSPENDED FROM
ASSOCIATION WITH ANY NASD MEMBER IN A PRINCIPAL CAPACITY FOR 15 DAYS -
(ARTICLE III, SECTIONS 1 AND 27 OF THE RULES OF FAIR PRACTICE - RESPONDENT
MEMBER, ACTING THROUGH RESPONDENT CUSHMAN, SOLD SECURITIES WHICH WERE NOT
REGISTERED OR EXEMPT FROM REGISTRATION PURSUANT TO THE SECURITIES ACT OF
1933; MADE CERTAIN MISSTATEMENTS OR OMISSIONS OF MATERIAL FACT WHEN UTILIZING
TWO SEPARATE PRIVATE PLACEMENT MEMORANDA; AND,
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RESPONDENT MEMBER FAILED TO ADEQUATELY AND PROPERLY SUPERVISE THE ACTIVITIES
OF RESPONDENT CUSHMAN.
U-6 ELECTRONICALLY ENTERED BY MA; TRANS #400022-24494
1. Action Codes: AAI
2. Action Date: 8/31/94
3. Proviso: Not Provided
4. Previously Reported: No
4a. Occurrence Number: Not Provided
5. Initiated by: MASSACHUSETTS SECURITIES DIVISION
6a. Docket/Case#: E-93-123
6b. Court Name/Location: Not Provided
7. Allegations: Not Provided
8. Results: Not Provided
9. Subject Wanted for Prosecution: No
10. Summary: ON AUGUST 31, 1994, THE MASSACHUSETTS SECURITIES DIVISION FILED
AN ADMINISTRATIVE COMPLAINT AGAINST PATRICK COLLINS, JEFFREY J. FERNANDEZ
JAMES D. GREEN, MARK J. HAMEL, JOHN W. LAURIENTI, BROCK A. MALKY, JOSEPH C.
MURDOCH, MICHAEL J. MURPHY, ROBERT J. RAFFA, MICHAEL J. WINN, DICKINSON & CO.
AND JOSEPHTHAL LYON & ROSS INC. ALLEGING VIOLATIONS OF MASS GEN. LAWS.
CHAPTER 110A, SECTIONS 101, 201 AND 301. THE COMPLAINT ALLEGES THAT FOUR OF
THE RESPONDENTS ENGAGED IN FRAUDULENT CONDUCT BY RECEIVING KICKBACKS OF CASH
AND SECURITIES FOR OFFERING AND SELLING FAIRMONT RESOURCES INC., A CANADIAN
PENNY STOCK. ALL OF THE RESPONDENTS ARE CHARGED WITH THE ILLEGAL OFFER AND
SALE OF FAIRMONT A SECURITY THAT WAS NOT
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REGISTERED IN MASSACHUSETTS NOR EXEMPT FROM REGISTRATION. IN ADDITION, THE
COMPLAINT CONTAINS ALLEGATIONS THAT DICKINSON & CO AND JOHN LAURIENTI FAILED
TO SUPERVISE THEIR AGENTS. THE DIVISION IS SEEKING REVOCATION OF THE LICENSES
OF JEFFREY FERNANDEZ, MARK HAMEL, MICHAEL MURPHY, JOHN LAURIENTI AND ROBERT
RAFFA, RESCISSION OFFERS BY DICKINSON AND JOSEPHTHAL, DISGORGEMENT OF ALL
COMMISSIONS AND REMUNERATION RELATED TO FAIRMONT AND ADMINISTRATIVE FINES,
AMONG OTHER PENALTIES. RESPONDENTS HAVE 21 DAYS TO FILE A RESPONSE TO THE
COMPLAINT. CONTACT: TERRI TSAGARIS, ENFORCEMENT ATTORNEY/(617) 727-3548
U-6 ELECTRONICALLY ENTERED BY PA; TRANS #400019-23094
1. Action Codes: SCO
2. Action Date: 7/22/94
3. Proviso: Not Provided
4. Previously Reported: No
4a. Occurrence Number: Not Provided
5. Initiated by: PENNSYLVANIA SECURITIES COMMISSION
6a. Docket/Case#: 9407-02LC
6b. Court Name/Location: Not Provided
7. Allegations: VIOLATIONS OF SECTIONS 301(b) and 407(a) OF
THE PENNSYLVANIA SECURITIES ACT OF 1974.
8. Results: ORDER TO SHOW CAUSE ISSUED TO RESPONDENT
9. Subject Wanted for Prosecution: No
10. Summary: DICKINSON & CO. EMPLOYED IN UNREGISTERED AGENT, MICHAEL ANTHONY
WYNN, WHO ON BEHALF OF DICKINSON & CO. OFFERED AND SOLD SECURITIES TO
PENNSYLVANIA RESIDENTS. THE ORDER FURTHER ALLEGES THAT DICKINSON & CO. MADE A
WILLFUL MISREPRESENTATION TO THE COMMISSION THAT WYNN HAD NOT OFFERED OR SOLD
SECURITIES IN PENNSYLVANIA WHEN, IN FACT, HE HAD. CONTACT: LAURA PLUMLEY
(717) 783-5177
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U-6 ELECTRONICALLY ENTERED BY PA; TRANS #400014-19396 1. Action Codes: CEN 2.
Action Date: 6/27/96 3. Proviso: Not Provided 4. Previously Reported: Yes 4a.
Occurrence Number: Not Provided 5. Initiated by: PENNSYLVANIA SECURITIES
COMMISSION 6a. Docket/Case #: 9407-02LC 6b. Court Name/Location: Not Provided
7. Allegations: VIOLATIONS OF SECTIONS 801(b) AND 407(a) OF THE PENNSYLVANIA
SECURITIES ACT. 8. Results: FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER
WHICH ACCEPTED DICKINSON'S OFFER OF SETTLEMENT WAS ISSUED BY THE PENNSYLVANIA
SECURITIES COMMISSION WHICH CENSURED THE COMPANY AND ORDERED THAT THEY SUBMIT
A COMPLETE COPY OF ITS CURRENT SUPERVISORY PROCEDURES ALONG WITH AN OUTLINE
OF ALL STEPS DICKINSON HAS TAKEN TO IDENTIFY ITS SUPERVISORY PROBLEMS AND
CORRECT THEM; PAY $7,500 IN AN ADMINISTRATIVE ASSESSMENT AND $1,248.16 IN
COSTS: PAY COMMISSIONS EARNED DURING THE PERIOD 3/91 THROUGH 2/93 TO A
CUSTOME WITHIN 90 DAYS FROM THE DATE OF THE ORDER. WITHIN 10 DAYS OF THE
COMPLETION OF [C [CT[CHIS[C - REQUIREMENT, DICKINSON SHALL FILE A STATEMENT
WITH THE COMMISSION THAT T[CHE[C COMMISSIONS HAVE BEEN REFUNDED[C.
9. Subject Wanted for Prosecution: No
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10. Summary: DICKINSON EMPLOYED AN UNREGISTERED AGENT AND MADE A FALSE OR
MISLEADING STATEMENT TO THE COMMISSION.
CONTACT: ARLINDA J. WILLIS (717) 783-5177
COMPLAINT NO. C06930056 FILED JANUARY 28, 1994 BY DISTRICT NO. 6 AGAINST
RESPONDENTS DICKINSON & CO., GLENN SCOTT CUSHMAN, MICHAEL EVERETT NIXON,
GEORGE HENRY MCCOMAS, BRADFORD JOHN TITUS, MARCIE ANNE MILNER, AND JAMES LEE
VIGGERS ALLEGING VIOLATIONS OF ARTICLE III, SECTIONS 1, 2, 15, 18 AND 27 OF
THE RULES OF FAIR PRACTICE IN THAT RESPONDENT MCCOMAS, BY MEANS OF
MANIPULATIVE, DECEPTIVE OR OTHER FRAUDULENT DEVICES OR CONTRIVANCES, EFFECTED
UNAUTHORIZED AND EXCESSIVE PURCHASES AND SALES OF SECURITIES AND OPTIONS IN
THE ACCOUNTS OF PUBLIC CUSTOMERS WITHOUT HAVING REASONABLE GROUNDS FOR
BELIEVING THAT SUCH TRANSACTIONS WERE SUITABLE FOR SUCH CUSTOMERS UPON THE
BASIS OF FACTS, IF ANY, DISCLOSED BY SUCH CUSTOMERS AS TO THEIR OTHER
SECURITY HOLDINGS AND AS TO THEIR FINANCIAL SITUATIONS AND NEEDS; FAILED TO
RESPOND TO NASD REQUESTS FOR INFORMATION MADE PURSUANT TO ARTICLE IV, SECTION
5 OF THE RULES OF FAIR PRACTICE: AND, RESPONDENTS MEMBER, VIGGORS, NIXON,
MILNER, TITUS AND CUSHMAN, FAILED TO ADEQUATELY SUPERVISE THE ACTIVITIES OF
RESPONDENT MCCOMAS.
DECISION RENDERED JULY 13, 1995 WHEREIN RESPONDENTS MEMBER, MILNER AND TITUS
ARE CENSURED, FINED $10,000, JOINTLY AND SEVERALLY AND ASSESSED HEARING COSTS
OF $1,654, JOINTLY AND SEVERALLY. RESPONDENTS MILNER AND TITUS ARE SUSPENDED
FROM ASSOCIATION WITH ANY NASD MEMBER IN ANY CAPACITY FOR 10
