AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1996.
SCHEDULE 13E-4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 30549
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
FINAL AMENDMENT
INDUSTRIAL HOLDINGS, INC.
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(Name of Issuer)
INDUSTRIAL HOLDINGS, INC.
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(Name of Person(s) Filing Statement)
Class A Redeemable Common Stock Purchase Warrants
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(Title of Class of Securities)
456160118
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(CUSIP Number of Class of Securities)
Robert E. Cone, 7135 Ardmore, Houston, Texas 77054, (713) 747-1025
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
November 12, 1996
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(Date Tender Offer First Published,
Sent or Given to Security Holders)
<PAGE>
This Final Amendment to Rule 13e-4 Issuer Tender Offer Statement on
Schedule 13E-4 filed with the Securities and Exchange Commission on October 2,
1996, as amended by Amendment No. 1 to Schedule 13E-4, filed with the Commission
on November 25, 1996, is being filed pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended, and Rule 13e-4 thereunder, to report the
results of the Company's offer to the holders ("Warrantholders") of its issued
and outstanding Class A Redeemable Common Stock Purchase Warrants ("Class A
Warrants") to exchange each Class A Warrant and $6.00 cash for one share of the
Company's Common Stock, $.01 par value, one Class B Redeemable Common Stock
Purchase Warrant ("Class B Warrant"), and one Class C Redeemable Common Stock
Purchase Warrant ("Class C Warrant"). The Offer commenced on November 12, 1996
and ended at 5:00 p.m., New York City time on December 13, 1996.
The holders of 623,714 Class A Warrants (representing approximately 99%
of the originally issued and outstanding Class A Warrants that could have been
tendered for exercise) tendered their Class A Warrants and purchased 623,714
shares of Common Stock and were issued 623,714 Class B Warrants and 623,714
Class C Warrants. The Company received net proceeds of $3,642,284 after
deduction of approximately $100,000 of expenses incurred in connection with the
Offer. As a result of the tender of the Class A Warrants, the total number of
shares of Common Stock outstanding will be approximately 4,843,294 and 8,786
Class A Warrants remain outstanding. The outstanding Class A Warrants will
expire after January 14, 1997.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is being supplemented as follows:
(a)(8) Form of press release issued by the Company on December 16,
1996.
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<PAGE>
SIGNATURE
After due 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: December 16, 1996
INDUSTRIAL HOLDINGS, INC.
By: /s/CHRISTINE A. SMITH
Christine A. Smith
Vice President and Chief Financial Officer
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<PAGE>
ITEM 9.(A)(8)
FOR IMMEDIATE RELEASE FOR INFORMATION CONTACT
ALL NAMES VERIFIED ROBERT E. CONE, CEO
(713) 747-1025
INDUSTRIAL HOLDINGS, INC.
REPORTS RESULTS OF TENDER OFFER
TO CLASS A WARRANTHOLDERS
HOUSTON, TX (DECEMBER 16, 1996) - Industrial Holdings, Inc. (NASDAQ/NMS-IHII)
announces today the results of its offer (the "Offer") to the holders of its
Class A Redeemable Warrants to exchange each Class A Warrant and $6.00 for one
share of IHI Common Stock, one Class B Redeemable Warrant and one Class C
Redeemable Warrant. The Offer commenced on November 12, 1996 and ended at 5:00
p.m., New York City time on December 13, 1996.
The holders of 623,714 Class A Warrants (representing approximately 99% of the
originally issued and outstanding Class A Warrants that could have been tendered
for exercise) tendered their Class A Warrants and purchased 623,714 shares of
Common Stock and were issued 623,714 Class B Warrants and 623,714 Class C
Warrants. The Company received net proceeds of $3,642,284 after deduction of
approximately $100,000 of expenses incurred in connection with the Offer. As a
result of the tender of the Class A Warrants, the total number of shares of
Common Stock outstanding will be approximately 4,843,294 and 8,786 Class A
Warrants remain outstanding. The outstanding Class A Warrants will expire after
January 14, 1997.
IHI operates through its two divisions, Energy Products and Services and
Fastener Sales and Manufacturing. IHI continues to explore the market for
potential acquisitions in light manufacturing industries compatible with its
divisions. IHI is a holding company organized to acquire, operate and grow
internally, achieving greater economies of scale and improved operating results
through consolidation.
Contact: Robert E. Cone, President and CEO
(713) 747-1025
