SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __1___)
Securities and Exchange Commission
Washington, D.C. 20549
INDUSTRIAL HOLDINGS, INC.
(Name of Issuer)
Common 456160100
(Title of Class of Securities) (CUSIP Number)
Vance M. Arnold, Executive Vice President, Renaissance Capital Group, Inc.
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)
August 29, 1997
(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. 75-2407159
2. Check the Appropriate Box if a Member of a Group
(a) N/A
(b) N/A
3. SEC Use Only_________________________________________________________
4. Source of Funds PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) None
6. Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole voting Power 0
(8) Shared Voting Power 0
(9) Sole Dispositive Power 0
(10) Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned be Each Reporting Person 0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares None
13. Percent of Class Represented by Amount in Row (11) 25%
14. Type of Reporting Person PN
AMENDED SCHEDULE 13D
Filed Pursuant to Rule 13D-1
Item 1. Security and Issuer
Common stock of Industrial Holdings, Inc. issuable upon conversion
of the 12% Convertible Debenture by and between Renaissance Capital
Partners II, Ltd. (the "Partnership") as Lender and Industrial
Holdings, Inc. (the "Company") as borrower.
Industrial Holdings, Inc. Company
7135 Ardmore
Houston, TX 77054
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 Expressway, Suite 210 Partner of the Filer
Dallas, Texas 75206
Renaissance Capital Partners II, Ltd. is a Texas limited partnership,
organized as a Business Development Company under the Investment Company
Act of 1940.
Renaissance Capital Group, Inc., a Texas corporation, is the Managing
General Partner and is responsible for the administration of Renaissance
Capital Partners, Ltd.'s investment portfolio.
The officers of Renaissance Capital Group, Inc. are:
Russell Cleveland, President and Chief Executive Officer
Vance M. Arnold, Executive Vice President and
Chief Operations Officer
Barbe Butschek, Senior Vice President, CFO,
Corp. Secretary & Treasurer
Robert C. Pearson, Senior Vice President
Mardon Navalta, Vice President
Norman D. Cox, Vice President
d. None
e. None
f. None
Item 3. Source and Amount of Funds or Other Consideration
The Partnership'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 in a private
placement.
Item 4. Purpose of Transaction
The sole purpose of the acquisition of these securities was as an
investment in accordance with the Partnership's election as a
Business Development Company under the Investment Company 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 Partnership 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 Partnership 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
price of $3.26 per share. In consideration of this prepayment of
principal, the Company issued the Partnership a three year Warrant
to purchase 50,000 shares of common stock at $4.00 per share.
On September 13, 1996, the Company issued 250,000 shares in lieu of
payment of principle and modified the face amount of the Debenture
to $1,060,000 with a conversion price of $3.26 per share.
Shares of issuer beneficially owned by the Partnership and its
Managing General Partner number 575,154 shares of the Company s
common stock which represents 14% of the Company's common stock.
These shares represent all of the Partnership's ownership.
Renaissance Capital Group, Inc. has a profit interest of up to 20%.
b. All the shares mentioned in (a) above.
c. Between 09/24/96 and 08/29/97, the Partnership sold its entire
position of 575,154 shares in the Company at an average price of
$11.00.
d. Not Applicable
e. The Partnership ceased to be a beneficial owner of more than 5% of
the Company on January 8, 1997.
Item 6. Contracts, Arrangements, or Understandings with Respect to Securities
of the Issuer
The Company and the Partnership have entered into a Convertible
Debenture Loan Agreement that grants the Partnership certain rights
upon the Company's default. In addition, the Partnership 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 Exhibits
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: December 4, 1997
Renaissance Capital Partners II, Ltd.
By: Renaissance Capital Group, Inc.
Managing General Partner
By: _____________________________
Vance M. Arnold, Executive Vice President
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