-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R2/Wdjyjs1Z5b/7A1Dv92zrhlEdsFAga4q619FYpCQS9uVZhpJVPJS8HLzEM7cZJ D/uXBmGHkhuKlVH3Xl8Mww== 0000926044-97-000096.txt : 19970815 0000926044-97-000096.hdr.sgml : 19970815 ACCESSION NUMBER: 0000926044-97-000096 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970814 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEAM INC CENTRAL INDEX KEY: 0000318833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 741765729 STATE OF INCORPORATION: TX FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33448 FILM NUMBER: 97661649 BUSINESS ADDRESS: STREET 1: 1019 SOUTH HOOD STREET CITY: ALVIN STATE: TX ZIP: 77511 BUSINESS PHONE: 2813316154 MAIL ADDRESS: STREET 1: 1019 SOUTH HOOD STREET CITY: ALVIN STATE: TX ZIP: 77551 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARMSTRONG INTERNATIONAL INC CENTRAL INDEX KEY: 0000792714 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 380308010 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2081 EAST OCEAN BOULEVARD CITY: STUART STATE: MI ZIP: 34996 BUSINESS PHONE: 5162867175 MAIL ADDRESS: STREET 1: 2081 EAST OCEAN BLVD CITY: STUART STATE: MI ZIP: 34996 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1) Team, Inc. (Name of Issuer) Common Stock ($.30 par value per share) (Title of Class of Securities) 878155100 (CUSIP Number) J. Thomas Morris, 2081 East Ocean Boulevard, Stuart, FL 34996 (561) 286-7175 (Name, Address and Telephone Number of Persons Authorized to Receive Notice and Communications) August 4, 1997 (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 [ ]. The information contained 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. CUSIP No. 878155100 1. Name of Reporting Persons S.S. Or I.R.S. Identification Nos. Of Above Persons Armstrong International, Inc. (Tax I.D. # 38-0308010) 2. Check the Appropriate Box if a Member of a Group a) b) 3. SEC Use Only 4. Source of Funds BK 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization State of Michigan Number of 7. Sole Voting Power 650,000 Shares Bene- ficially Owned by 8. Shared Voting Power Each Report- ing Person With 9. Sole Dispositive Power 650,000 10. Shared Dispositive Power 11. Aggregate Amount Beneficially Owned by Each Reporting Person 650,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 11.17% 14. Type of Reporting Person CO CUSIP No. 878155100 1. Name of Reporting Persons S.S. Or I.R.S. Identification Nos. Of Above Persons Merrill H. Armstrong 2. Check the Appropriate Box if a Member of a Group a) b) 3. SEC Use Only 4. Source of Funds PF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America Number of 7. Sole Voting Power Shares Bene- ficially Owned by 8. Shared Voting Power 41,000 Each Report- ing Person With 9. Sole Dispositive Power 10. Shared Dispositive Power 41,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 41,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] (The reporting person disclaims beneficial ownership of the 650,000 shares of Team, Inc. owned by Armstrong International, Inc.) 13. Percent of Class Represented by Amount in Row (11) .70% 14. Type of Reporting Person IN CUSIP No. 878155100 1. Name of Reporting Persons S.S. Or I.R.S. Identification Nos. Of Above Persons Barbara I. Armstrong 2. Check the Appropriate Box if a Member of a Group a) b) 3. SEC Use Only 4. Source of Funds PF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America Number of 7. Sole Voting Power Shares Bene- ficially Owned by 8. Shared Voting Power 41,000 Each Report- ing Person With 9. Sole Dispositive Power 10. Shared Dispositive Power 41,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 41,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] (The reporting person disclaims beneficial ownership of the 650,000 shares of Team, Inc. owned by Armstrong International, Inc.) 13. Percent of Class Represented by Amount in Row (11) .70% 14. Type of Reporting Person IN Item 1. Security and Issuer. Common Stock ($.30 par value per share) of Team, Inc. whose principal executive offices are located at 1019 South Hood Street, Alvin, Texas 77511. Item 2. Identity and Background. Armstrong International, Inc. ("Armstrong") is a corporation incorporated under the laws of the State of Michigan. Armstrong's principal business is the manufacture and distribution of equipment for industrial and commercial steam systems. Armstrong's principal manufacturing facility is located at 816 Maple Street, Three Rivers, Michigan 49093. Armstrong's principal office is located at 2081 East Ocean Boulevard, Stuart, Florida 34996. During the past five (5) years, Armstrong has not been convicted in a criminal proceeding and is not and has not been a party to any civil proceeding of a judicial or administrative body resulting in any judgment, decree or final order against Armstrong enjoining future violations of, prohibiting or mandating activities subject to Federal or State Securities laws, or finding any violation with respect to such laws. Merrill H. Armstrong and Barbara I. Armstrong control a majority of the voting stock of Armstrong. Their business address is 2081 East Ocean Boulevard, Stuart, Florida 34996. Mr. Armstrong is the President, Chief Executive Officer, and a director of Armstrong and Mrs. Armstrong is the Vice President and a director of Armstrong. During the past five (5) years, Mr. and Mrs. Armstrong have not been convicted in a criminal proceeding and are not and have not been a party to any civil proceeding of a judicial or administrative body resulting in any judgment, decree or final order against Mr. and Mrs. Armstrong enjoining future violations of, 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. The securities owned by Armstrong were purchased from Team, Inc. in a private placement transaction for a total purchase price of $1,950,000. The funds were borrowed from the First National Bank of Chicago pursuant to Armstrong's short-term credit facility with such institution. The securities owned by Mr. and Mrs. Armstrong were purchased in the open market for a total purchase price of approximately $123,386. The funds used for the purchase were from Mr. and Mrs. Armstrong's personal funds. Item 4. Purpose of Transaction. Armstrong and Mr. and Mrs. Armstrong have purchased the securities for investment purposes. Armstrong and Mr. and Mrs. Armstrong may purchase additional shares of Team, Inc. Common Stock through market transactions or otherwise. Their purchases of additional Team, Inc. stock are, however, restricted pursuant to the terms of a Standstill and Voting Agreement dated June 30, 1997, as more fully described in Item 6 below. Item 5. Interest in Securities of the Issuer. Armstrong beneficially owns 650,000 shares of Team, Inc. Common Stock, which represents 11.17% of the issued and outstanding shares of Team, Inc.'s Common Stock. Armstrong has sole power to vote and dispose of such stock, subject to the terms of a Standstill and Voting Agreement described in Item 6. Mr. and Mrs. Armstrong beneficially own 41,000 shares of Team, Inc. Common Stock, which represents .70% of the issued and outstanding shares of Team, Inc.'s Common Stock. Mr. and Mrs. Armstrong share the power to vote and dispose of such stock, subject to the terms of a Standstill and Voting Agreement described in Item 6. The aggregate number of shares of Team, Inc. Common Stock held by the reporting persons is 691,000. Each of the reporting persons declares that the filing of this schedule shall not be construed as an admission that the reporting person is, for the purpose of Section 13(d) and 13(g) of the Act, as amended, the beneficial owner of all the securities covered by this schedule. Each of the reporting persons disclaims beneficial ownership of all of the shares of Team, Inc. Common Stock covered by this schedule except for the shares indicated as being beneficially held by such reporting persons in this schedule. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Armstrong and Team, Inc. have entered into a Standstill and Voting Agreement dated June 30, 1997. During a five year term beginning June 30, 1997, Armstrong has granted proxies to Team's management on certain issues submitted to a vote of the shareholders. In addition, Armstrong (including any of its affiliates or members of a group in which Armstrong may also be a member) may not make purchases of Team's stock during the five (5) year term of the Agreement in aggregate amounts such that Armstrong and such others would beneficially own more than thirty percent (30%) of the issued and outstanding voting stock of Team, Inc. on a fully diluted basis. Item 7. Material to be Filed as Exhibits. A copy of the Standstill and Voting Agreement dated June 30, 1997, entered into by Armstrong and Team, Inc. which relates to the giving of proxies as disclosed in Item 6 was previously filed as Exhibit I. 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. ARMSTRONG INTERNATIONAL, INC. August 14, 1997 By: /s/ Steve Gibson Date Signature Its: Steve Gibson/Vice President Name/Title /s/ Merrill H. Armstrong Merrill H. Armstrong /s/ Barbara I. Armstrong Barbara I. Armstrong Document No. 58924 ver. 1 -----END PRIVACY-ENHANCED MESSAGE-----