SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
INDUSTRIAL HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class of securities)
456160100
(CUSIP number)
JOHN L. THOMPSON
ST. JAMES CAPITAL CORP.
5599 SAN FELIPE, SUITE 301
HOUSTON, TEXAS 77056
(713) 993-4687
(Name, address and telephone number of person
authorized to receive notices and communications)
November 18, 1996
(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. [ ]
Check the following box if a fee is being paid with this statement. [ ]
The information required in 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.
<PAGE>
CUSIP No. 456160100
1 NAME OF REPORTING PERSONS St. James Capital Corp.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 76-0478200
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS BK/WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER 835,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 835,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 835,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5
14 TYPE OF REPORTING PERSON CO
<PAGE>
ITEM 1. Security and Issuer.
St. James Capital Corporation, a Delaware corporation ("SJCC"), recently
acquired beneficial ownership (the "Acquisition") of warrants to purchase
540,000 shares of the common stock, par value $.01 per share (the "Common
Stock"), of Industrial Holdings, Inc., a Texas corporation ("IHI"). (Such
warrants, together with the 295,000 shares of Common Stock and warrants to
purchase Common Stock previously beneficially owned by SJCC, are collectively
referred to as the "Shares"). IHI's executive offices are located at 7135
Ardmore, Houston, Texas 77054.
ITEM 2. Identity and Background
SJCC is the general partner of St. James Capital Partners, L.P., a Delaware
limited partnership (the "Partnership"). The directors of SJCC are Charles E.
Underbrink, John L. Thompson, Alan D. Feinsilver, Todd M. Binet, Titus H.
Harris, Jr. and William H. Wagner. The executive officers of SJCC are Messrs.
Underbrink, Thompson, Feinsilver and Binet. The business address of SJCC and
each of its executive officers is 5599 San Felipe, Suite 301, Houston, Texas
77056. The principal occupation of each of the executive officers and directors
of SJCC is investment management and each is a citizen of the United States. Mr.
Harris is the Chairman of the Board of Harris, Webb & Garrison, a regional
investment banking firm with its principal business address at 5599 San Felipe,
Suite 301, Houston, Texas 77057. Mr. Wagner is the Managing Director of SV
Capital Management, a private equity firm with its principal business address at
200 Concord, Suite 620, San Antonio, Texas 78216. None of SJCC or its executive
officers and directors has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years and has
not been 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.
Of the funds used in the Acquisition, $1,600,000 came from current working
capital and $1,900,000 came from borrowings under a line of credit with First
Bank National Association of Minneapolis, Minnesota.
ITEM 4. Purpose of Transaction.
The purpose of the Acquisition is an investment in IHI.
SJCC intends to review continuously its investment in IHI. Depending upon future
evaluations of the business prospects of IHI and upon other developments,
including, but not limited to, general economic and business conditions and
stock market conditions, SJCC may determine from time to time to purchase
additional shares of Common Stock, exercise the warrants or dispose of all or a
portion of any shares of Common Stock acquired, or a combination thereof.
ITEM 5. Interest in Securities of the Issuer.
SJCC beneficially owns the Shares, which represent 16.5% of the outstanding
shares of Common Stock. SJCC has the sole power to vote and dispose the Shares.
On November 18, 1996, the SJCC acquired in the Acquisition, warrants to purchase
540,000 shares of Common Stock at an exercise price of $7.00 per share of Common
Stock. The limited partners of the Partnership may have the right to receive
certain proceeds of the disposition of the Shares pursuant to the Partnership's
Agreement of Limited Partnership (the "Partnership Agreement").
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
The Partnership has entered into an Agreement of Purchase and Sale with IHI
regarding the purchase of the Shares, which includes an agreement by the
Partnership that it will not transfer the Shares in violation of the Securities
Act of 1933 (the "Securities Act"). 620,000 of the Shares are issuable pursuant
to warrants to purchase Common Stock beneficially owned by SJCC. The Partnership
has also entered into the Registration Rights Agreement with IHI regarding the
registration of the Shares under the Securities Act. SJCC and the limited
partners of the Partnership are entitled to profits and losses resulting from
any disposition of the Shares in accordance with the provisions of the
Partnership Agreement. Except as set forth above, no contract, agreement,
understanding or relationship related to the transfer or voting of any security,
finder's fee, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
ITEM 7. Exhibits.
None.
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.
NOVEMBER 26, 1996
(Date)
JOHN L. THOMPSON, PRESIDENT
(Name/Title)
