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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Securities and Exchange Commission
Washington, D.C. 20549
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INDUSTIRAL HOLDINGS, INC.
(Name of Issuer)
Common 456160100
(Title of Class of Securities) (CUSIP Number)
Elroy G. Roelke
8080 N. Central Expressway, Suite 210 LB 59, Dallas, TX 75206
(214) 891-8294
Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 15, 1996
(Date of Event which Requires Filing of this Statement)
1. Names of Reporting Person S.S. or I.R.S. Identification No.:
Renaissance Capital Partners II, Ltd. 75-2296301
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2. Check the Appropriate Box if a Member of a Group:
(a) N/A
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(b) N/A
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3. SEC Use Only:
4. Source of Funds: PF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): None
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6. Citizenship or Place of Organization: Texas
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Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole voting Power: 625,153
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(8) Shared Voting Power: 0
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(9) Sole Dispositive Power: 625,153
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(10) Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned be Each Reporting Person: 625,153
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: None
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13. Percent of Class Represented by Amount in Row (11): 17%
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14. Type of Reporting Person: PN
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SCHEDULE 13D
Filed Pursuant to Rule 13D-1
Item 1. SECURITY AND ISSUER:
$1,875,000 12% Convertible Debenture issued to Renaissance Capital
Partners II, Ltd. by Industrial Holdings, Inc.
Industrial Holdings, Inc.Company
1100 Milam, Suite 2050
Houston, TX 77002
Item 2. IDENTITY AND BACKGROUND
a., b., c. Renaissance Capital Partners II, Ltd. Filer
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance Capital Group, Inc. Managing General
8080 N. Central Expwy., Suite 210 Partner of the
Dallas, TX 75206 Filer
Renaissance Capital Partners II, Ltd. is a Texas limited
Partnership, organized as a business development company under
the Investment Company Act of 1940.
The officers of Renaissance Capital Group, Inc. are:
Russell Cleveland, President
Elroy G. Roelke, Senior Vice President and General Counsel
Barbe Butschek, Senior Vice President, Corporate Secretary
and Treasurer
Vance M. Arnold, Executive Vice President
Mardon M. Navalta, Vice President
Renaissance Capital Group, Inc. a Texas corporation, is the
Investment Advisor and is responsible for the administration of the
Filer's investment portfolio.
d. None
e. None
f. None
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The Filer's source of funds is the partners investment capital. No
borrowed funds were used in the transaction. The securities we
acquired directly from the Company is a private placement.
Item 4. PURPOSE OF TRANSACTION:
The sole purpose of the acquisition of these securities was as an
investment in accordance with Filer's election as a Business
Development Company under the Investment Act of 1940.
Item 5. INTEREST IN SECURITIES OF THE ISSUER:
a. As more fully described on the original Schedule 13D filed in 1992,
the Filer and the Company entered into a Convertible Debenture Loan
Agreement providing for a loan to the Company in the amount of
$2,500,000 with an interest rate of 12%.
On March 15, 1996, the Company paid the Filer a principal payment
in the amount of $600,000 and the 12% Convertible Debenture was
modified to have a face amount of $1,875,000 with a conversion
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price of $3.26 per share. In consideration of this prepayment of
principal, the Company issued the Filer a three year Warrant to
purchase 50,000 shares of common stock at $4.00 per share.
If the Debenture were converted today, and the Warrant shares
exercised, shares of issuer beneficially owned by the Filer and its
Managing General Partner number 625,153 shares of common stock
which would represent 17% of the Company's common stock. These
shares represent all of the Filer's ownership. Renaissance Capital
Group, Inc. has a profit interest of up to 20% in the Filer.
b. The original Schedule 13D filed by the Filer in 1992.
c. Not Applicable
d. Not Applicable
e. Not Applicable
Item 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER:
The Company and the Filer have entered into a Convertible Debenture
Loan Agreement that grants the Filer certain rights upon the
Company's default. In addition, the Filer has the option to name a
director to the Company.
Item 7. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED:
No person has been retained by the Filer hereof or its associates
to, in any way, make solicitation or recommendation the holders of
the securities of the issuer to accept or reject any tender offer.
Item 8. MATERIAL TO BE FILED AS EXHITITS:
Not applicable
I certify to the best of my knowledge and belief the information set forth in
this statement is true, complete and correct.
Date: May 8, 1996
Renaissance Capital Partners II, Ltd.
By: Renaissance Capital Group, Inc.
Managing General Partner
By: /S/ Elroy G. Roelke
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Elroy G. Roelke
Senior Vice President
