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. 6)
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)
James H. Harrison
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)
August 25, 2000
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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).
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CUSIP No. 456160100 13D/A
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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 1,249,526
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 1,249,526
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,249,526
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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)
9.2%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1. Security and Issuer.
This statement constitutes Amendment No. 6 to the statement on Schedule 13D
filed with the Securities and Exchange Commission on June 4, 1996, as amended
(collectively 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 ("IHI"). The address of IHII's corporate office is
7135 Ardmore, Houston, Texas 77054. 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"). SJCC and
SJCP have acquired beneficial ownership of 1,249,526 shares (the "Shares") of
Common Stock of IHII. This Amendment No. 6 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.
<PAGE>
Item 2. Identity and Background.
Item 2.is hereby amended in its entirety to read as follows:
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 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 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.
Item 5 is hereby amended to add the following:
On August 25, 2000, IHII issued SCP warrants to purchase 200,000 shares of
Common Stock at a purchase price of $1.25 per share. These warrants were issued
in connection with a Reimbursement Agreement between IHII and SJMB, LP, an
affiliate of SJCP.
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
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(Date)
/s/ JAMES H. HARRISON
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(Signature)
James H. Harrison, Vice President
