SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments There to be Filed Pursuant to Rule 13d-2(a)
(Amendment No. 5)
Industrial Holdings, Inc.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
456160100
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(CUSIP Number)
John L. Thompson
St. James Capital Corp.
777 Post Oak Blvd., Suite 950
Houston, TX 77056
(713) 871-0799
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 14, 1999
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(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(e), 13d-1(f) or 13d-1(g) check the following
box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copes are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on 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).
(Continued on following page(s))
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Page 1 of 2 Pages
CUSIP No. 456160100 13D Page 1 of 2 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
St. James Capital Corp. 76-0478200
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(2) Check the Appropriate Box if a Member (a) [ ]
of a Group* (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds*
N/A
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Delaware
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Number of Shares (7) Sole Voting
Beneficially Owned Power 1,157,526
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 1,157,526
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,157,526
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
7.6%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
This statement constitutes Amendment No. 5 to the statement on Schedule 13D
filed with the Securities and Exchange Commission on June 4, 1996, as amended
August 25, 1997 (collectively the "Original Filing"), with respect to shares of
the common stock, par value $.01 per share (the "Common Stock"), of
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Page 2 of 2 Pages
Industrial Holdings, Inc., a Texas Corporation ("IHI"), beneficially owned by
St. James Capital Corp., a Delaware corporation ("SJCC"). This Amendment No. 5
reflects certain material changes in the information set forth in the Original
Statement, as follows:
Except as specifically provided herein, this Amendment does not modify any of
the information previously reported on the Schedule 13D, as amended.
Item 2. Identity and Background.
Item 2.is hereby amended in its entirety to read as follows:
(a)-(c) This Statement is filed by St. James Capital Corp., a Delaware
corporation ("SJCC"). SJCC is the sole general partner of St. James Capital
Partners, L.P., a Delaware limited partnership ("SJCP"), and SJCC's principal
business is the conduct of the operations and business of SJCP. SJCP's principal
business is merchant banking. The principal business offices of SJCC is 777 Post
Oak Blvd., Suite 950, Houston, Texas 77056. The directors of SJCC are Charles
Underbrink, John Thompson, and Ned Naumes, and its executive officers are
Charles Underbrink, CEO, and John Thompson, President. The business address of
each of the executive officers and directors is 777 Post Oak Blvd., Suite 950,
Houston, Texas 77056. Mr. Naumes' principal occupation is CEO of Legacy Trust,
600 Jefferson, Suite 300, Houston, Texas 77002.
(d)-(e) During the five years prior to the date hereof, none of SJCC
nor, to the best of its knowledge, any executive officer or director of SJCC (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result of which
such person was or is 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 or such laws.
ITEM 5. Interest in securities of the issuer.
SJCC, as the sole general partner of SJCP, is deemed to be the beneficial owner
of all shares of the Common Stock of IHI held of record by SJCP.
In March 1997, SJCP distributed to it's limited partners warrants to purchase
540,000 shares of IHI common stock. SJCP retained warrants related to the
purchase of 108,000 shares of IHI common stock after this distribution. On May
30, 1997 SJCC sold a warrant to purchase 80,000 shares of IHI common stock it
had previously obtained in connection with a loan made to IHI on December 8,
1996. On April 14, 1999, SJCP acquired beneficial ownership through a
distribution of 570,226 shares of the common stock of IHI, which shares were
issued by IHI to CDI Holdings, Inc. for the purchase of Manifold Valve Services,
Inc., a wholly owned subsidiary of CDI Holdings, Inc. CDI Holdings, Inc.
distributed these shares in satisfaction of amounts owed to SJCP.
Mr. Underbrink is the beneficial and record owner of 53,461 shares of the Common
Stock of IHI and 34,310 warrants to purchase Common Stock of IHI. In addition,
Mr. Underbrink may be deemed to be the beneficial owner of shares owned of
record by The Charles E. Underbrink Irrevocable Trust FBO Piper Aurora
Underbrink Trust, a trust formed under the laws of the State of Florida, of
which he is the settler and
<PAGE>
sole trustee. Mr. Underbrink hereby disclaims beneficial ownership of all shares
of the Common Stock of IHI held by the Trust.
Mssrs. Underbrink and Thompson each hereby disclaim beneficial ownership of all
shares of the Common Stock and Warrants of IHI held by SJCC and SJCP, and the
filing of this statement of Schedule 13D shall not be construed as an admission
that Mssrs. Underbrink, Thompson and Naumes is, for the purpose of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by this
statement.
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.
January 26, 2000
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(Date)
/s/ JOHN THOMPSON
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(Signature)
John Thompson, President
