SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 001)
INDUSTRIAL HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
456 160 100
(CUSIP Number)
ALAN P. BERNARD
212 OLD SETTLEMENT ROAD, LAFAYETTE, LA 70508 (318)837-3794
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
SEPTEMBER 15, 1998
(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 that 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: [ ].
If a fee is being paid with the statement, check the following box: [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than 5% of the class of securities
described in Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of 5% or less of such class.)(See Rule 13d-7.)
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 being
sent.
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 (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 456 160 100 Page 1
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
ALAN P. BERNARD
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
Number of 607,078
Shares ============================================================
Beneficially 8 SHARED VOTING POWER
Owned by
Each N/A
Reporting ============================================================
Person 9 SOLE DISPOSITIVE POWER
With
607,078
============================================================
10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,078
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.677%
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14 TYPE OF REPORTING PERSON
IN
===============================================================================
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REPORT ON SCHEDULE 13D
AMENDMENT #001
Item 1. SECURITY AND ISSUER
This statement relates to the shares (the "Shares") of common stock, par
value $0.01 per share (the "Common Stock"), of Industrial Holdings, Inc. (the
"Company"), which has its principal executive offices at 7135 Ardmore, Houston,
Texas 77054.
Item 2. IDENTITY AND BACKGROUND
This statement is filed by Alan P. Bernard (the "Reporting Person"), whose
residence is 212 Old Settlement Road, Lafayette, Louisiana 70508. The Reporting
Person's principal business is personal investing and has an office at 600
Jefferson Street, Suite 1401, Lafayette, Louisiana 70501. The Reporting Person
has never been convicted in a criminal proceeding nor has he been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction.
The Reporting Person is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Shares reported in Item 5 of this Report were acquired by the
Reporting Person as a result of the conversion of his shares of common stock in
Moores into shares of Common Stock pursuant to a merger. On April 3, 1998, the
Company acquired all of the outstanding common stock of Moores upon a merger of
a wholly owned subsidiary of the Company with and into Moores, with Moores being
the surviving corporation (the "Merger"), and as a result Moores became a
wholly-owned subsidiary of the Company.
Item 4. PURPOSE OF TRANSACTION
The Reporting Person originally acquired 732,387 shares of Common Stock
pursuant to the Merger, as described in Item 3, above. In lieu of paying cash,
the Reporting Person exchanged a total of 125,309 shares of Common Stock for
debt in two (2) transactions. On September 15, 1998, the lenders of two (2)
different Promissory Notes agreed to exchange Common Stock in lieu of cash for
payment of the debt owed by the Reporting Person. The amounts of shares
exchanged were 81,553.50 and 433,755.50, respectively.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) & (b)
NUMBER OF SHARES
BENEFICIALLY PERCENT
REPORTING PERSON OWNED OF CLASS (1)
- -------------------------------------------------------------------------------
Alan P. Bernard 607,078 4.677%
- -------------------------------
(1) Based on Shares outstanding
Page 2
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(c) Since the Original Report on Schedule 13D filed on May 6, 1998, the
Reporting Person has effected only the two transactions described in Item 4,
above. The date of the transactions was September 15, 1998. The amount of shares
exchanged was 125,309. The price per share utilized for these transactions was
the closing price per share as quoted by the NASDAQ market on September 15,
1998. The transaction was effected through negotiations with the lenders in
Lafayette, Louisiana.
(d) The Reporting Person does not beneficially own any Common Stock of the
Company except as set forth above. To the best knowledge of the Reporting
Person, no persons other than the Reporting Person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by the Reporting Person.
(e) The Reporting Person ceased to be the beneficial owner of more than five
(5%) percent of the class of securities on September 15, 1998.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Pursuant to the terms of the Merger, the Reporting Person deposited 73,239
shares of Common Stock of the Company into escrow (the "Escrowed Shares") in
order to settle any claims for damages that the Company may have under the
merger agreement. The Escrowed Shares shall remain in escrow for one year after
April 3, 1998 subject to claims for indemnification made by the Company pursuant
to the terms and conditions of the merger agreement.
Except to the extent disclosed above, the Reporting Person does not have
any contracts, arrangements, understandings or relationships (legal or
otherwise) with respect to any securities of the Company, including but not
limited to, transfer or voting of any such securities, finders' fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies, or
subjects such securities to a contingency the occurrence of which would give
another person voting power or investment power over such securities, except for
standard default provisions contained in loan agreements.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit "A" - Cancellation and Release of Promissory Note and Obligations
between Lenders and Reporting Person, dated September 15, 1998.
Exhibit "B" - Cancellation and Release of Promissory Note and Obligations
between Lenders and Reporting Person, dated September 15, 1998.
Page 3
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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.
February 10. 1999
/s/ ALAN P. BERNARD
Alan P. Bernard
Page 4
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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A Cancellation and Release of Promissory Note and Obligations between
Lenders and Reporting Person, dated September 15, 1998.
B Cancellation and Release of Promissory Note and Obligations between
Lenders and Reporting Person, dated September 15, 1998.
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"EXHIBIT A"
CANCELLATION AND RELEASE
OF
PROMISSORY NOTE AND OBLIGATIONS
On this the 15th day of September, 1998, I, ALICE L. CARLIN, hereby accept and
acknowledge receipt of EIGHTY SEVEN THOUSAND FIVE HUNDRED ELEVEN (87,511) shares
of IHI stock and accept and acknowledge this as full, complete and final payment
of the obligation due as per the Promissory Note between Donald P. Carlin and
Alan P. Bernard and Alice L. Carlin dated September 15, 1995 and full, complete
and final payment of any and all obligations as to the 272 shares of Moores Pump
& Supply stock transferred to Donald P. Carlin and full, complete and final
payment of any and all obligations due from Moores Pump & Supply, Inc. and
Industrial Holdings, Inc., their directors, officers, assigns, representatives,
heirs, stockholders, controlling persons, subsidiaries, affiliates and
guarantors, and Donald P. Carlin, personally, and Alan P. Bernard, personally.
I individually and on behalf of myself and each of my Related Persons (as
defined below), hereby fully release, fully cancel and forever discharge the
Promissory Note between Donald P. Carlin and Alan P. Bernard and Alice L. Carlin
dated September 15, 1995 and fully releases and forever discharges Moores Pump &
Supply, Inc., Industrial Holdings, Inc., Donald P. Carlin and Alan P. Bernard
and each of their respective individual, joint or mutual, past, present and
future representatives, affiliates, stockholders, controlling persons,
subsidiaries, successors and assigns (individually, a "Releasee" and
collectively, "Releasees") from any and all claims, demands, proceedings,
causes of action, obligations, contracts, agreements, debts, liabilities
whatsoever, whether known or unknown, suspected or unsuspected, both at law and
in equity, which I or any of my respective Related Persons now has, have ever
had or may hereafter have against the respective Releasees arising
contemporaneously with or prior to the date of this Cancellation and Release.
I hereby irrevocably agree to refrain from, directly or indirectly, asserting
any claim or demand, or commencing, instituting or causing to be commenced, any
proceeding of any kind against any Releasee, based upon any matter purported to
be released hereby. Without in any way limiting any of the rights and remedies
otherwise available to any Releasee. I shall indemnify and hold harmless each
Releasee from and against all loss, liability, claim, damage (including
incidental and consequential damages) or expense (including costs of
investigation and defense and reasonable attorney's fees) whether or not
involving third party claims, arising directly or indirectly from or in
connection with (i) the assertion by or on behalf of myself or any of my Related
Persons of any claim or other matter purported to be released pursuant to this
Cancellation and Release and (ii) the assertion by any third party of any claim
or demand against any Releasee which claim or demand arises directly or
indirectly from, or in connection with, any assertion by or on behalf of myself
or any of my Related Persons against such third party of any claims or other
matters purported to be released pursuant to this Cancellation and Release.
As used herein, "Related Persons" shall mean:
With respect to Alice L. Carlin:
a) each other member of Alice L. Carlin's immediate family;
b) any person or entity that is directly or indirectly controlled by such
individual or one or more members of Alice L. Carlin's immediate family;
c) any entity in which Alice L. Carlin or members of Alice L. Carlin's
immediate family hold (individually or in the aggregate) 50% or more of
the ownership interest; and
d) any entity with respect to which Alice L. Carlin or one or more members
of Alice L. Carlin's immediate family serves as a director, officer,
partner, executor, or trustee (or in a similar capacity).
This Cancellation and Release may be amended, modified or supplemented only by a
written instrument and signed by Alice L. Carlin and the Releasees.
This Cancellation and Release shall be governed by, construed under, enforced
and interpreted in accordance with the laws of the State of Louisiana. Any
dispute arising in connection with this Cancellation and Release shall be
resolved by a court of competent jurisdiction in Lafayette Parish, Louisiana.
THUS ACKNOWLEDGED AND DONE, THIS 15th DAY OF SEPTEMBER, 1998.
Witnesses:
/s/ LINDA BEGNAUD /s/ ALICE L. CARLIN
Alice L. Carlin
/s/ NANETTE L. BERNARD
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"EXHIBIT B"
CANCELLATION AND RELEASE
OF
PROMISSORY NOTE AND OBLIGATIONS
On this the 15th day of September, 1998, We, JOHN D. MOORES AND SARA ROSS MOORES
(individually and collectively, "We" and "Us"), individually and jointly,
hereby accept and acknowledge receipt of ONE HUNDRED SIXTY-THREE THOUSAND ONE
HUNDRED SEVEN (163,107) shares of IHI stock and accept and acknowledge this as
full, complete and final payment of the obligation due as per the Promissory
Note between Donald P. Carlin and Alan P. Bernard and John D. Moores and Sara
Ross Moores dated September 15, 1995 and full, complete and final payment of any
and all obligations as to the 593 shares of Moores Pump & Supply, Inc. stock
previously owned by Us and transferred to Donald P. Carlin and Alan P. Bernard
and full, complete and final payment of any and all obligations due from Moores
Pump & Supply, Inc. and Industrial Holdings, Inc., their directors, officers,
assigns, representatives, heirs, stockholders, controlling persons,
subsidiaries, affiliates and guarantors, and Donald P. Carlin, personally, and
Alan P. Bernard, personally.
We, individually and jointly, and on behalf of ourselves and each of our Related
Persons (as defined below), hereby fully release, fully cancel and forever
discharge the Promissory Note between Donald P. Carlin and Alan P. Bernard and
John D. Moores and Sara Ross Moores dated September 15, 1995 and fully releases
and forever discharges Moores Pump & Supply, Inc., Industrial Holdings, Inc.,
Donald P. Carlin, and Alan P. Bernard and each of their respective individual,
joint or mutual, past, present and future representatives, affiliates,
stockholders, controlling persons, subsidiaries, successors and assigns
(individually, a "Releasee" and collectively, "Releasees") from any and all
claims, demands, proceedings, causes of action, obligations, contracts,
agreements, debts, liabilities whatsoever, whether known or unknown, suspected
or unsuspected, both at law and in equity, which We or any of our respective
Related Persons now has, have ever had or may hereafter have against the
respective Releasees arising contemporaneously with or prior to the date of this
Cancellation and Release.
We, individually and jointly, hereby irrevocably agree to refrain from, directly
or indirectly, asserting any claim or demand, or commencing, instituting or
causing to be commenced, any proceeding of any kind against any Releasee, based
upon any matter purported to be released hereby.
Without in any way limiting any of the rights and remedies otherwise available
to any releasee, We, individually and jointly, shall indemnify and hold harmless
each Releasee from and against all loss, liability, claim, damage (including
incidental and consequential damages) or expense (including costs of
investigation and defense and reasonable attorney's fee) whether or not
involving third party claims, arising directly or indirectly from or in
connection with (i) the assertion by or on behalf of Us, individually and
jointly, or any of our Related Persons of any claim or other matter purported to
be released pursuant to this Cancellation and Release and (ii) the assertion by
any third party of any claim or demand against any Releasee which claim or
demand arises directly or indirectly from, or in connection with, any assertion
by or on behalf of Us, individually or jointly, or any of our Related Persons
against such third party of any claims or other matters purported to be released
pursuant to this Cancellation and Release.
As used herein, "Related Persons" shall mean:
With respect to John D. Moores and Sara Ross Moores:
a) each other member of John D. Moores and/or Sara Ross Moores' immediate
family,
b) any person or entity that is directly or indirectly controlled by such
individual or one or more members of John D. Moores and/or Sara Ross
Moores' immediate family,
c) any entity in which John D. Moores and/or Sara Ross Moores or members of
John D. Moores and/or Sara Ross Moores' immediate family hold
(individually or in the aggregate) 50% or more of the ownership
interest; and
d) any entity with respect to which John D. Moore and/or Sara Ross Moores
or one or more members of John D. Moores and/or Sara Ross Moores'
immediate family serves as a director, officer, partner, executor, or
trustee (or in a similar capacity).
This Cancellation and Release may be amended, modified or supplemented only by a
written instrument and signed by John D. Moores, Sara Ross Moores and the
Releasees. This Cancellation and Release shall be governed by, construed under,
enforced and interpreted in accordance with the laws of the State of Louisiana.
Any dispute arising in connection with this Cancellation and Release shall be
resolved by a court of competent jurisdiction in Lafayette Parish, Louisiana.
THUS ACKNOWLEDGED AND DONE, THIS 15th DAY OF SEPTEMBER, 1998.
Witnesses:
/s/ CARL S. SUSSOM /s/ JOHN D. MOORES
John D. Moores
/s/ VIRGINIA YOUNG WISCOVICH /s/ SARA R. MOORES
Sara Ross Moores
