SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
BLACK WARRIOR WIRELINE CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.0005 PER SHARE
(Title of Class of Securities)
092260504
(CUSIP number)
JOHN L. THOMPSON
ST. JAMES CAPITAL PARTNERS, L.P.
c/o ST. JAMES CAPITAL CORP.
1980 POST OAK BLVD., SUITE 2030
HOUSTON, TEXAS 77056
(713) 871-0799
(Name, address and telephone number of person
authorized to receive notices and communications)
October 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. [ ]
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. 092260504
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1 NAME OF REPORTING PERSONS St. James Capital Partners, L.P.
S.S. NUMBER 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) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
- --------------------------------------------------------------------------------
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 2,744,258
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 2,744,258
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 2,744,258
REPORTING PERSON
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON PN
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<PAGE>
CUSIP No. 092260504
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS St. James Capital Corp.
S.S. NUMBER OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 76-0478200
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 2,744,258
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 2,744,258
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 2,744,258
REPORTING PERSON
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
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-3-
<PAGE>
ITEM 1. Security and Issuer.
St. James Capital Partners, L.P., a Delaware investment limited partnership (the
"Partnership"), has acquired beneficial ownership of 2,744,258 shares (the
"Shares") of the common stock, par value $.0005 per share (the "Common Stock"),
of Black Warrior Wireline,Corp., a Delaware corporation ("BWWC"). The address of
BWWC's offices is 3748 Highway #45 North, Columbus, Mississippi 39701.
ITEM 2. Identity and Background.
St. James Capital Corp., a Delaware Corporation ("SJCC") is the general partner
of the Partnership. The principal business of the Partnership is investment
management. The directors of SJCC are Charles E. Underbrink, John L. Thompson,
Alan D. Feinsilver, and Titus H. Harris, Jr.. The executive officers of SJCC are
Messrs. Underbrink, Thompson, and Feinsilver. The business address of SJMB is
1980 Post Oak Blvd., Suite 2030, Houston, Texas 77056. The principal occupation
of each of the executive officers and directors is investment management and
each is a citizen of the United States. Mr. Harris is a Partner of Harris, Webb,
and Garrison, a regional investment banking firm with its principal business
address at 5599 San Felipe, Suite 301, Houston, Texas 77056. 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 judgement, 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.
All of the funds used for the purchase of the Shares came from current working
capital of the Partnership, funded by its partners or from borrowed funds.
ITEM 4. Purpose of Transaction.
The Partnership has acquired its beneficial ownership in the Shares for
investment purposes only. The Partnership intends to continually review its
investment in BWWC. Depending upon future evaluations of the business prospects
of BWWC 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 any of the warrants described in item 5, convert the Convertible Note
(as defined hereinafter) 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 2,744,258 shares of Common Stock, which
represents 42.4% of the outstanding shares of Common Stock. The Partnership has
the sole power to vote and dispose the Shares.
On June 6 and 10, 1997, the Partnership acquired warrants to purchase an
aggregate of 666,000 shares of Common Stock and promissory notes of BWWC in the
principal amounts of $2,000,000 (the "$2M
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<PAGE>
Convertible Note") and $3,000,000 (the "$3M Promissory Note"), respectively, for
$5,000,000. The unpaid principal amount of the Convertible Note, together with
any unpaid interest accrued thereon, is convertible in whole or in part at any
time into shares of Common Stock based on a conversion price of $2.75, subject
to adjustment for certain dilutive events. The Partnership has the right to
acquire up to 727,273 shares of Common Stock upon the conversion of the $2M
Convertible Note.
On October 10, 1997, the Partnership acquired warrants to purchase an aggregate
of 725,000 shares of Common Stock and a Convertible Promissory Note in the
principal amount of $2,900,000 (the "$2.9M Convertible Note") in exchange for
$2,900,000. The unpaid principal amount of the $2.9M Convertible Note, together
with any unpaid interest accrued thereon, is convertible in whole or in part at
any time into shares of Common Stock based on a conversion price of $4.6327,
subject to adjustment for certain dilutive events. The Partnership has the right
to acquire up to 625,985 shares of Common Stock upon the conversion of the $2.9M
Convertible Note.
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 (the
"Partnership Agreement").
ITEM 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
Effective as of June 5, 1997, BWWC and the Partnership entered into a financing
arrangement pursuant to which BWWC agreed to issue additional warrants and the
$2M Convertible Note as well as the $3M Promissory Note in exchange for
$5,000,000 (the "$5M Financing"). The terms and conditions of the $5M Financing
are governed by that certain Agreement of Purchase and Sale dated June 5, 1997,
by and between BWWC and the Partnership. The $5M Financing closed on June 6,
1997 and June 10, 1997.
666,000 of the Shares are issuable pursuant to Warrants for the Purchase of
Shares of Common Stock issued to the Partnership in connection with the
Financing. Such warrants are presently exercisable at a price of $2.75 per
share, subject to adjustment for certain dilutive events, and are evidenced by
an Amendment to Warrant Certificate dated April 22, 1998. These warrants expire
on June 5, 2002.
Up to 727,273 of the Shares shall be issuable upon conversion of the $2M
Convertible Note within the next sixty (60) days. The $2M Convertible Note bears
interest at a rate of nine percent (9%) per annum and may be converted
(principal and interest) by the Partnership at any time. BWWC has the right to
require conversion of the Convertible Note if the market price for a share of
Common Stock as of the last trade of each of twenty (20) consecutive trading
days is $7.00 or more.
Additionally, on June 5, 1997, BWWC and the Partnership executed a Registration
Rights Agreement pursuant to which BWWC granted to the Partnership certain
demand and piggy-back registration rights with respect to the Shares that are
issuable upon conversion of the $2M Convertible Note and upon exercise of the
warrants issued in connection with the $5M Financing (the "$5M Registration
Rights Agreement"). The $5M Registration Rights Agreement contains standard
standstill and indemnification provisions and contains a provision providing for
the amendment of the $5M Registration Rights Agreement to incorporate the terms
of any more favorable registration rights granted to a third party by BWWC.
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<PAGE>
Effective as of October 10, 1997, BWWC and the Partnership entered into a
financing arrangement pursuant to which BWWC agreed to issue additional warrants
and the $2.9M Convertible Note in exchange for $2,900,000 (the "$2.9M
Financing"). The terms and conditions of the $2.9M Financing are governed by
that certain Agreement of Purchase and Sale dated October 10, 1997, by and
between BWWC and the Partnership. The $2.9M Financing closed on October 10,
1997.
725,000 of the Shares are issuable pursuant to Warrants for the Purchase of
Shares of Common Stock issued to the Partnership in connection with the $2.9M
Financing. Such warrants are presently exercisable at a price of $4.6327 per
share, subject to adjustment for certain dilutive events, and are evidenced by a
Warrant Certificate dated October 10, 1997. These warrants expire on October 10,
2002.
Up to 625,985 of the Shares shall be issuable upon conversion of the $2M
Convertible Note within the next sixty (60) days. The $2.9M Convertible Note
bears interest at a rate of seven percent (7%) per annum and may be converted
(principal and interest) by the Partnership at any time.
Additionally, on October 10, 1997, BWWC and the Partnership executed a
Registration Rights Agreement pursuant to which BWWC granted to the Partnership
certain demand and piggy-back registration rights with respect to the Shares
that are issuable upon conversion of the $2.9M Convertible Note and upon
exercise of the warrants issued in connection with the $2.9M Financing (the
"$2.9M Registration Rights Agreement"). The $2.9M Registration Rights Agreement
contains standard standstill and indemnification provisions and contains a
provision providing for the amendment of the $2.9M Registration Rights Agreement
to incorporate the terms of any more favorable registration rights granted to a
third party by BWWC.
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.
Exhibit No. Description of Exhibit
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1 Joint Acquisition Statement Pursuant to
Rule 13d - (1)(f)(1)
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<PAGE>
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.
ST. JAMES CAPITAL PARTNERS, L.P.
BY: ST. JAMES CAPITAL CORP.,
general partner
JUNE 30, 1998
--------------------------------------------
Date
/s/ JAMES H. HARRISON
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Signature
JAMES H. HARRISON, VICE PRESIDENT
--------------------------------------------
Name/Title
ST.JAMES CAPITAL CORP.
JUNE 30, 1998
--------------------------------------------
Date
/s/ JAMES H. HARRISON
--------------------------------------------
Signature
JAMES H. HARRISON, VICE PRESIDENT
--------------------------------------------
Name/Title
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EXHIBIT 1
Joint Acquisition Statement
Pursuant to Rule 13d-(1)(f)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated: June 30, 1998
ST. JAMES CAPITAL CORP.
By: /s/ JAMES H. HARRISON
Name: James H. Harrison
Title: Vice President
ST. JAMES CAPITAL PARTNERS, L.P.
By: ST. JAMES CAPITAL CORP.,
General Partner
By: /s/ JAMES H. HARRISON
Name: James H. Harrison
Title: Vice President
