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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PONDER INDUSTRIES, INC.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
0-18656
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(CUSIP Number)
Patrick B. Tobin, Esquire
Jackson Walker, L.L.P.
112 E. Pecan, Suite 2100
San Antonio, Texas 78205
(210) 978-7700
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 4, 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 [ ].
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).
(Continued on following pages)
Page 1 of 6 Pages
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SCHEDULE 13D
CUSIP NO. 0-18656 PAGE 2 OF 6 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mohsen Hekmat
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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*
$1,423,020.00 in cash.
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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
Australian
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7 SOLE VOTING POWER
NUMBER OF
740,000
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
740,000
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock (the "Common Stock"), par
value $.01 per share, of Ponder Industries, Inc. ("Ponder"); Physical Address:
5005 Riverway Drive, Suite 550, Houston, Texas 77056; Mailing Address: 5005
Riverway Drive, Suite 550 Houston, Texas 77056.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Mohsen Hekmat ("Hekmat"), a citizen of
Australia, individually.
The business address of Hekmat is as follows: Physical Address: 241
Baker Street, London, England NW16YE; Mailing Address: 241 Baker Street,
London, England NW16YE. The principal occupation or employment of Hekmat is an
engineer, by training and an investor in oil and gas drilling, supplying and
service companies. Hekmat has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it or he was 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 740,000 shares of Common Stock held by Hekmat were acquired for an
aggregate of approximately $1,423,020.00 in cash, which cash was obtained from
existing funds or cash received from the sale of other investment stock.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the Transaction is to hold the Ponder stock for
investment.
Hekmat has no present plans or proposals that relate to or would
result in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The shares Hekmat holds in his own name account for approximately 6%
of the total number of outstanding shares of Common Stock of Ponder.
Page 3 of 6 Pages
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ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
NONE.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
NONE.
Page 4 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
/s/ Mohsen Hekmat
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MOHSEN HEKMAT
Dated: December 4, 1996
Page 5 of 6 Pages
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CUSIP NO. 0-18656 13D
EXHIBIT A
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of him.
/s/ Mohsen Hekmat
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MOHSEN HEKMAT
Dated: December 4, 1996
Page 6 of 6 Pages
