SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
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. 1)
Industrial Holdings, Inc.
--------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------------------------
(Title of Class of Securities)
456160100
--------------------------------------------------------
(CUSIP Number)
James H. Harrison
SJMB, L.P.
C/O SJMB, L.L.C.
777 Post Oak Blvd., Suite 950
Houston, TX 77056
(713) 871-0799
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 25, 2000
--------------------------------------------------------
(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).
<PAGE>
CUSIP No. 456160100
---------
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
SJMB, L.L.C. 76-0559974
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group* (b) [ ]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds*
N/A
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 6,398,604
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
--------------------------------------------------
(9) Sole Dispositive
Power 6,398,604
--------------------------------------------------
(10) Shared Dispositive
Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,398,604
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
47.3%
--------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1. Security and Issuer.
This statement constitutes Amendment No. 1 to the statement on Schedule
13D filed with the Securities and Exchange Commission on July 20, 2000, (the
"Original Filing"), with respect to shares of the common stock, par value $.01
per share (the "Common Stock"), of Industrial Holdings, Inc., a Texas
Corporation ("IHII"). The address of IHII's corporate office is 7135 Ardmore,
Houston, Texas 77054. This Statement is filed by SJMB, L.L.C., a Delaware
limited liability company ("SJMBLLC"). SJMBLLC is the sole general partner of
SJMB, L.P., a Delaware limited partnership ("SJMB"). SJMB has acquired
beneficial ownership of 6,398,604 shares (the "Shares") of Common Stock of IHII.
This Amendment No. 1 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.
<PAGE>
Item 2. Identity and Background.
Item 2 is hereby amended in its entirety to read as follows:
This Statement is filed by SJMBLLC a Delaware limited liability Company.
SJMBLLC is the sole general partner of SJMB, a Delaware limited partnership, and
SJMBLLC's principal business is the conduct of the operations and business of
SJMB. SJMB's principal business is merchant banking. The principal business
offices of SJMBLLC and SJMB is 777 Post Oak Blvd., Suite 950, Houston, Texas
77056. The directors of SJMBLLC are Charles Underbrink and John Thompson, 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.
During the five years prior to the date hereof, none of SJMBLLC nor, to
the best of its knowledge, any executive officer or director of SJMBLLC (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.
Item 5 is hereby amended in its entirety to read as follows:
SJMBLLC, as the sole general partner of SJMB, is deemed to be the beneficial
owner of all shares of the Common Stock of IHII held of record by SJMB.
On April 14, 1999, SJMB acquired beneficial ownership through a distribution of
74,024 shares of Common Stock, which shares were issued by IHII 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 SJMB. On June 10, 1999 SJMB purchased from IHII
349,580 shares of Common Stock at a purchase price of $7.4375 per share. On or
about June 29, 2000 IHII issued to SJMB warrants to purchase 750,000 shares of
Common Stock at a purchase price of $1.25 per share in satisfaction of certain
fees owed by IHII to SJMB pursuant to the Belleli Engagement Letter, which was
executed in connection with the acquisition by IHII of Belleli S.p.A.. On or
about June 30, 2000 IHII issued to SJMB warrants to purchase 300,000 shares of
Common Stock at a purchase price of $1.25 per share as partial consideration for
SJMB's willingness to sell its interest in OF Acquisition, L.P. to IHII. On or
about June 13, 2000 IHII issued SJMB warrants to purchase 400,000 shares of
Common Stock at a purchase price of $1.25 per share as partial consideration for
SJMB's guaranty of certain of IHII's indebtedness to its senior lenders. On
August 25, 2000, these 400,000 warrants were returned to IHII and cancelled, and
IHII issued to SJMB 200,000 replacement warrants and to St. James Capital
Partners, L.P., an affiliate of SJMB, 200,000 replacement warrants. The terms of
the replacement warrants were identical to the original 400,000 warrants issued
to SJMB. On August 25, 2000, as partial consideration for the purchase of OF
Acquisition, L.P., IHII issued to SJMB a $3,450,000 convertible promissory note
which is convertible into 1,725,000 shares of Common Stock and a $3,450,000
convertible promissory note which is convertible into 3,000,000 shares of Common
Stock.
Mr. Underbrink is the beneficial and record owner of 53,461 shares of the Common
Stock of IHII and 34,310 warrants to purchase Common Stock of IHII. 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 sole trustee. Mr. Underbrink hereby disclaims
beneficial ownership of all shares of the Common Stock of IHII held by the
Trust.
Mssrs. Underbrink and Thompson each hereby disclaim beneficial ownership of all
<PAGE>
shares of the Common Stock and Warrants of IHII held by SJMBLLC and SJMB, and
the filing of this statement of Schedule 13D shall not be construed as an
admission that Mssrs. Underbrink and Thompson are, for the purpose of Section
13(d) or 13(g) of the Act, the beneficial owners 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.
August 30, 2000
----------------------------------------
(Date)
/s/ JAMES H. HARRISON
----------------------------------------
(Signature)
James H. Harrison, Vice President
