SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)
Ponder Industries, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class and Securities)
732378104
(CUSIP Number)
Copy to:
Roger Bartlett Patrick J. Foye, Esq.
Wood Gundy (London) Limited Skadden, Arps et al.
Cottons Centre, Cottons Lane 919 Third Avenue
London, SE12QL United Kingdom New York, New York 10022
(44)(171) 234-7555 (212) 735-2274
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 1, 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: ( )
Note: Six copies of this statement, including all exhibits, should
be filed with the Commis- sion. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cameron Capital Ltd.
I.R.S. # None
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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*
OO
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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
Bermuda
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(7) SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 120,000
EACH _________________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 120,000
WITH _________________________________________
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
120,000
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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)
0.43%
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(14) TYPE OF REPORTING PERSON*
IV
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wood Gundy (London) Limited
I.R.S. # None
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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*
OO
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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 Kingdom
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(7) SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 112,500
EACH _________________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 112,500
WITH _________________________________________
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
112,500
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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)
0.41%
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(14) TYPE OF REPORTING PERSON*
IV
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 amends and supplements the following Items of
the Schedule 13D of Cameron Capital Ltd. and Wood Gundy (London) Limited
(together, the "Reporting Persons") filed on October 14, 1997 with the
Securities and Exchange Commission with respect to the common stock, $.01
par value per share ("Common Stock"), of Ponder Industries, Inc. (the
"Issuer"). Unless otherwise indicated, all capitalized terms used but not
defined herein have meanings set forth in the Schedule 13D.
Item 2: Identity and Background
Item 2 (c)(2) is hereby amended and restated in its entirety:
(2) The principal business of WGL is marking name,
whereby the company is responsible for the custody and
administration of investments belonging to its customers. The
principal occupation of Ronald Lalonde is Head of CIBC Europe
Operations. The principal occupation of Anthony Porter is Head of
CIBC Europe Equity Trading. The principal occupation of Shashi
Tanna is Head of CIBC Europe Corporate Planning & Taxation. Ronald
Lalonde, Anthony Porter and Shashi Tanna perform these job duties
for CIBC Wood Gundy plc. The principal business of CIBC Wood Gundy
plc is banking and financial services.
The address of the principal executive office of WGL and
of CIBC Wood Gundy plc is Cottons Centre, Cottons Lane, London
SE12QL United Kingdom.
Item 4: Purpose of Transaction.
Item 4 is hereby amended and supplemented to include the
following:
The Reporting Persons are filing this Amendment No. 1
because they no longer consider the Investors to be a "group"
within the meaning of Section 13(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
Pursuant to the Settlement Agreement, on October 1, 1997,
the Investors received shares of Common Stock, and Warrants to
purchase additional shares of Common Stock, which in the aggregate
represented over 35% of the Common Stock of the Issuer. The
Investors do not have any other agreements among themselves
concerning the acquisition, holding, voting or disposal of any
securities of the Issuer, however, so the Reporting Persons
believe that, even if the Investors did become a "group" as a
result of the Settlement Agreement, they ceased to be a "group"
the moment each Investor received its allotted amount of Common
Stock and Warrants pursuant to the Settlement Agreement.
Therefore, the Reporting Persons believe that they do not have any
further "group" filing obligations in connection with the Common
Stock and Warrants that they received pursuant to the Settlement
Agreement.
Item 5: Interest in Securities of the Issuers.
Item 5 is hereby amended and supplemented to include the
following:
(a) As of October 23, 1997, the Reporting Persons may be deemed to
beneficially own the following numbers of shares of Common Stock:
<TABLE>
<CAPTION>
Additional Shares
Receivable Upon
Number of Shares Exercise of
Name Personally Owned the Warrants Percentage*
------------------------------- ------------------- --------------------- ---------------
<S> <C> <C> <C>
1) Cameron Capital Ltd. 0 120,000 0.43
2) Wood Gundy (London) Limited 0 112,500 0.41
</TABLE>
(c) Since October 13, 1997, the Reporting Persons effected the
following transactions regarding the Common Stock:
<TABLE>
<CAPTION>
Nature of Number of Shares of Dollar Price per Share of Where and how transac-
Date Transaction Common Stock Common Stock tion affected
- ----------- -------------- ---------------------- -------------------------- ----------------------
WGL
<S> <C> <C> <C> <C>
10/14/97 Sale 33,600 1.66 NASDAQ
</TABLE>
(e) WGL ceased to be the beneficial owner of more than five
percent of the Common Stock on October 1, 1997. Cameron ceased to be the
beneficial owner of more than five percent of the Common Stock on October
6, 1997.
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* Percentages are calculated in accordance with Rule 13d-3(d)(1) on the
basis of 16,891,506 outstanding shares of Common Stock (as reported in
the Issuer's Quarterly Report on Form 10-Q for the quarter ended May
31, 1997, as filed on July 14, 1997), and as adjusted for the
10,633,333 shares of Common Stock issued, in the aggregate, to the
Investors pursuant to the Settlement Agreement, and as adjusted on a
pro forma basis for the potential issuance to the Investors of, in the
aggregate, 957,000 shares of Common Stock pursuant to the Warrants.
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.
Dated: October 23, 1997 CAMERON CAPITAL LTD.
By: /s/ Nic Snelling
Name: Nic Snelling
Title: Chief Financial Officer
WOOD GUNDY (LONDON) LIMITED
By: /s/ Roger Bartlett
Name: Roger Bartlett
Title: Associate
