SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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
SJMB, L.P.
c/o SJMB, L.L.C.
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)
March 16, 1998
(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. 458144102
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1 NAME OF REPORTING PERSONS SJMB, L.P.
S.S. NUMBER OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 76-0559975
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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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 3,436,364
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 3,436,364
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,436,364
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) 48.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON PN
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<PAGE>
CUSIP No. 458144102
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS SJMB, L.L.C.
S.S. NUMBER OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 76-0559974
- --------------------------------------------------------------------------------
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 3,436,364
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 3,436,364
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,436,364
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) 48.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
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<PAGE>
ITEM 1. Security and Issuer.
SJMB, L.P., a Delaware investment limited partnership (the "Partnership"), has
acquired beneficial ownership of 3,436,364 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.
SJMB, L.L.C., a Delaware Corporation ("SJMB"), is the general partner of the
Partnership. The principal business of SJMB is investment management. The
directors of SJMB are Charles E. Underbrink, John L. Thompson, Alan D.
Feinsilver, Titus H. Harris, Jr., and Edward R. Naumes. The executive officers
of SJMB 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, Inc., a regional investment banking firm with its
principal business address at 5599 San Felipe, Suite 301, Houston, Texas 77056.
Mr. Naumes is the President of Legacy Trust Company, a private trust company
with its principal address at 600 Jefferson, Suite 350, Houston, Texas 77002.
None of SJMB 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 Revised
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 3,436,364 shares of Common Stock, which
represents 48.0% of the outstanding shares of Common Stock. The Partnership has
the sole power to vote and dispose the Shares.
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<PAGE>
Effective February 9, 1998, BWWC and St. James Capital Partners, L.P. ("SJCP"),
an affiliate of the Partnership, entered into a financing arrangement pursuant
to which BWWC agreed to issue 2,000,000 warrants and a Convertible Promissory
Note of BWWC in the principal amount of $10,000,000 (the "Convertible Note") in
exchange for $10,000,000 (the "Financing"). 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 $5.50, subject to adjustment for certain dilutive events.
SJCP has the right to acquire up to 1,818,181 shares of Common Stock upon the
conversion of the Convertible Note. The terms and conditions of the Financing
are governed by that certain Agreement of Purchase and Sale dated January 23,
1998, by and between BWWC and SJCP (the "Purchase Agreement"). The Financing
closed on January 23, 1998.
Additionally, on January 23, 1998, BWWC and SJCP executed Amendment No. 2 To
Registration Rights Agreement (the "Amendment"), which amends the Registration
Rights Agreement dated June 5, 1997 (the "Original Registration Rights
Agreement"), pursuant to which BWWC granted to SJCP certain demand and
piggy-back registration rights with respect to the Shares that are issuable upon
conversion of the Convertible Note and upon exercise of the warrants issued in
connection with the Financing. The Original Registration Rights Agreement
contains standard standstill and indemnification provisions and contains a
provision providing for the amendment of the Original Registration Rights
Agreement to incorporate the terms of any more favorable registration rights
granted to a third party by BWWC.
An Assignment and Acceptance was executed as of March 16, 1998 assigning to the
Partnership 100% of SJCP's interest in and to all of SJCP's rights, and 100% of
SJCP's obligations under the Purchase Agreement and transaction documents as of
March 16, 1998 including, without limitation, such percentage interest in SJCP's
obligation to make advances, the advances owing to SJCP, the Convertible Note
held by SJCP, the warrants held by SJCP, SJCP's interest in collateral, and
SJCP's registration rights in respect of Common Stock.
Effective as of March 16, 1998, BWWC and the Partnership executed a revised
Convertible Promissory Note (the "Revised Convertible Note") of which the terms
and conditions are governed by the Assignment and Acceptance dated March 16,
1998. Up to 1,818,181 shares of Common Stock shall be issuable upon conversion
of the Revised Convertible Note within the next sixty (60) days. The Revised
Convertible Note bears interest at a rate of eight percent (8%) per annum and
may be converted by the Partnership at any time.
2,000,000 of SJCP's 2,000,000 warrant shares were assigned to the Partnership
under the terms of the Assignment and Acceptance dated March 16, 1998. Such
warrants are presently exercisable at a price of $5.50 per share, subject to
adjustment for certain dilutive events. These warrants expire on January 23,
2003.
Following the Assignment and Acceptance executed as of March 16, 1998 between
SJCP and the Partnership, the Partnership assigned a portion of the Revised
Convertible Note ($1,000,000) and warrants to purchase shares of Common Stock
(200,000 warrant shares) to an unrelated third party leaving the Partnership
with a Revised Convertible Note of $9,000,000 convertible into 1,636,364 shares
of Common Stock and warrants to purchase 1,800,000 shares of Common Stock.
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<PAGE>
SJMB 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 February 9, 1998, BWWC and St. James Capital Partners, L.P. ("SJCP"),
a Delaware limited partnership and an affiliate of the Partnership, entered into
a financing arrangement pursuant to which BWWC agreed to issue 2,000,000
warrants and a Convertible Promissory Note in the principal amount of
$10,000,000 (the "Convertible Note") in exchange for $10,000,000 (the
"Financing"). 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 $5.50, subject
to adjustment for certain dilutive events. SJCP has the right to acquire up to
1,818,181 shares of Common Stock upon the conversion of the Convertible Note.
The terms and conditions of the Financing are governed by that certain Agreement
of Purchase and Sale dated January 23, 1998, by and between BWWC and SJCP (the
"Purchase Agreement"). The Financing closed on January 23, 1998.
Additionally, on January 23, 1998, BWWC and SJCP executed Amendment No. 2 To
Registration Rights Agreement (the "Amendment"), which amends the Registration
Rights Agreement dated June 5, 1997 (the "Original Registration Rights
Agreement"), pursuant to which BWWC granted to SJCP certain demand and
piggy-back registration rights with respect to the Shares that are issuable upon
conversion of the Convertible Note and upon exercise of the warrants issued in
connection with the Financing. The Original Registration Rights Agreement
contains standard standstill and indemnification provisions and contains a
provision providing for the amendment of the Original Registration Rights
Agreement to incorporate the terms of any more favorable registration rights
granted to a third party by BWWC.
An Assignment and Acceptance was executed as of March 16, 1998 assigning to the
Partnership 100% of SJCP's interest in and to all of SJCP's rights, and 100% of
SJCP's obligations under the Purchase Agreement and transaction documents as of
March 16, 1998 including, without limitation, such percentage interest in SJCP's
obligation to make advances, the advances owing to SJCP, the Convertible Note
held by SJCP, the warrants held by SJCP, SJCP's interest in collateral, and
SJCP's registration rights in respect of Common Stock.
Effective as of March 16, 1998, BWWC and the Partnership executed a revised
Convertible Promissory Note (the "Revised Convertible Note") of which the terms
and conditions are governed by the Assignment and Acceptance dated March 16,
1998. Up to 1,818,181 shares of Common Stock shall be issuable upon conversion
of the Revised Convertible Note within the next sixty (60) days. The Revised
Convertible Note bears interest at a rate of eight percent (8%) per annum and
may be converted by the Partnership at any time.
2,000,000 of SJCP's 2,000,000 warrant shares were assigned to the Partnership
under the terms of the Assignment and Acceptance dated March 16, 1998. Such
warrants are presently exercisable at a price of $5.50 per share, subject to
adjustment for certain dilutive events. These warrants expire on January 23,
2003.
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<PAGE>
Following the Assignment and Acceptance executed as of March 16, 1998 between
SJCP and the Partnership, the Partnership assigned a portion of the Revised
Convertible Note ($1,000,000) and warrants to purchase shares of Common Stock
(200,000 warrant shares) to an unrelated third party leaving the Partnership
with a Revised Convertible Note of $9,000,000 convertible into 1,636,364 shares
of Common Stock and warrants to purchase 1,800,000 shares of Common Stock.
ITEM 7. Exhibits.
Exhibit No. Description of Exhibit
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1 Assignment and Acceptance dated
March 16, 1998 by and between SJCP
and the Partnership
2 Joint Acquisition Statement Pursuant
to Rule 13D-(1)(f)(1)
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.
SJMB, L.P.
BY: SJMB, L.L.C.,
general partner
JUNE 30, 1998
Date
/s/ JAMES H. HARRISON
Signature
JAMES H. HARRISON, Vice President
Name/Title
SJMB, L.L.C.
JUNE 30, 1998
Date
/s/ JAMES H. HARRISON
Signature
JAMES H. HARRISON, Vice President
Name/Title
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ASSIGNMENT AND ACCEPTANCE
Dated as of March 16, 1998
Reference is made to the Agreement for Purchase and Sale dated as of
January 23, 1998 (as the same may be amended or modified from time-to-time, the
"Agreement") among BLACK WARRIOR WIRELINE CORP., a Texas corporation ("Seller")
and ST. JAMES CAPITAL PARTNERS, L.P. ("Purchaser"). Capitalized terms not
otherwise defined in this Assignment and Acceptance shall have the meanings
assigned to them in the Agreement.
Pursuant to the terms of the Agreement, St. James Capital Partners,
L.P. wishes to assign and delegate 100% of its rights and obligations under
the Agreement. Therefore, St. James Capital Partners, L.P. ("Assignor") and
SJMB, L.P. ("Assignee") agree as follows:
1. The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, without recourse to the Assignor
and without representation or warranty except for the representations and
warranties specifically set forth in clauses (i) and (ii) of Section 2, all
interest in and to all of the Assignor's rights and obligations under the
Agreement and the Transaction Documents as of the Effective Date (as defined
below), including, without limitation, the Assignor's interest in the
Collateral, and the Assignor's registration rights in respect of Common Stock.
2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties, or representations made in or in connection with the Agreement or
any other Transaction Document or the execution, legality, validity,
enforceability, genuineness, sufficiency, or value of the Agreement or any other
Transaction Document or any other instrument or document furnished pursuant
thereto; and
<PAGE>
(iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
Subsidiary Guarantor or the performance or observance by the Borrower or the
Subsidiary Guarantor of any of their obligations under the Agreement or any
other Transaction Document or any other instrument or document furnished
pursuant thereto.
3. The effective date for this Assignment and Acceptance shall be March
16, 1998 (the "Effective Date").
4. This Assignment and Acceptance shall be governed by, and construed and
enforced in accordance with, the laws of the State of Texas.
The parties hereto have caused this Assignment and Acceptance to be duly
executed as of the date first above written.
ASSIGNOR
ST. JAMES CAPITAL PARTNERS, L.P.
By: St. James Capital Corp.
its General Partner
By: /s/ JAY BROWN
Name: Jay Brown
Title: Vice President
ASSIGNEE
SJMB, L.P.
By: SJMB, L.L.C.
its General Partner
By: /s/ JAY BROWN
Name: Jay Brown
Title: Vice President
EXHIBIT 2
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 acuisition
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
SJMB, L.L.C.
By: /s/ JAMES H. HARRISON
Name: James H. Harrison
Title: Vice President
SJMB, L.P.
By: SJMB, L.L.C.,
General Partner
By: /s/ JAMES H. HARRISON
Name: James H. Harrison
Title: Vice President
