-----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, ByH1sPHEO5Gvnxchi6/RywTQWxgSRho1GiP5ras8CzsxWwAsZne2wa+Xltgup4g2 KskL8x39QsTcQ2vWIvUHPQ== 0000890566-98-001284.txt : 19980717 0000890566-98-001284.hdr.sgml : 19980717 ACCESSION NUMBER: 0000890566-98-001284 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980716 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLACK WARRIOR WIRELINE CORP CENTRAL INDEX KEY: 0000839871 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 112904094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-47433 FILM NUMBER: 98666990 BUSINESS ADDRESS: STREET 1: 3748 HWY 45 N STREET 2: 3748 HWY 45 N CITY: COLUMBUS STATE: MS ZIP: 39701 BUSINESS PHONE: 6013291047 MAIL ADDRESS: STREET 1: 3748 HWY 45 N STREET 2: 3748 HWY 45 N CITY: COLUMBUS STATE: MS ZIP: 39701 FORMER COMPANY: FORMER CONFORMED NAME: TELETEK LTD DATE OF NAME CHANGE: 19890719 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SJMB LP CENTRAL INDEX KEY: 0001064659 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760559975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1980 POST OAK STREET 2: SUITE 1980 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7138710799 MAIL ADDRESS: STREET 1: 1980 POST OAK STREET 2: SUITE 1980 CITY: HOUSTON STATE: TX ZIP: 77056 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BLACK WARRIOR WIRELINE CORP. (Name of Issuer) COMMON STOCK, PAR VALUE $.0005 PER SHARE (Title of Class of Securities) 092260504 (CUSIP number) JOHN L. THOMPSON SJMB, L.P. c/o SJMB, L.L.C. 1980 POST OAK BLVD., SUITE 2030 HOUSTON, TEXAS 77056 (713) 871-0799 (Name, address and telephone number of person authorized to receive notices and communications) March 16, 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 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. [ ] Check the following box if a fee is being paid with this statement. [ ] 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. CUSIP No. 458144102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SJMB, L.P. S.S. NUMBER OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 76-0559975 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 3,436,364 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 3,436,364 REPORTING -------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,436,364 REPORTING PERSON - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- -2- CUSIP No. 458144102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SJMB, L.L.C. S.S. NUMBER OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 76-0559974 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 3,436,364 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 3,436,364 REPORTING -------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 3,436,364 REPORTING PERSON - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- -3- ITEM 1. Security and Issuer. SJMB, L.P., a Delaware investment limited partnership (the "Partnership"), has acquired beneficial ownership of 3,436,364 shares (the "Shares") of the common stock, par value $.0005 per share (the "Common Stock"), of Black Warrior Wireline,Corp., a Delaware corporation ("BWWC"). The address of BWWC's offices is 3748 Highway #45 North, Columbus, Mississippi 39701. ITEM 2. Identity and Background. SJMB, L.L.C., a Delaware Corporation ("SJMB"), is the general partner of the Partnership. The principal business of SJMB is investment management. The directors of SJMB are Charles E. Underbrink, John L. Thompson, Alan D. Feinsilver, Titus H. Harris, Jr., and Edward R. Naumes. The executive officers of SJMB are Messrs. Underbrink, Thompson, and Feinsilver. The business address of SJMB is 1980 Post Oak Blvd., Suite 2030, Houston, Texas 77056. The principal occupation of each of the executive officers and directors is investment management and each is a citizen of the United States. Mr. Harris is a Partner of Harris, Webb, and Garrison, Inc., a regional investment banking firm with its principal business address at 5599 San Felipe, Suite 301, Houston, Texas 77056. Mr. Naumes is the President of Legacy Trust Company, a private trust company with its principal address at 600 Jefferson, Suite 350, Houston, Texas 77002. None of SJMB or its executive officers and directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years and has not been subject to a judgement, 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 to such laws. ITEM 3. Source and Amount of Funds or other Consideration. All of the funds used for the purchase of the Shares came from current working capital of the Partnership, funded by its partners or from borrowed funds. ITEM 4. Purpose of Transaction. The Partnership has acquired its beneficial ownership in the Shares for investment purposes only. The Partnership intends to continually review its investment in BWWC. Depending upon future evaluations of the business prospects of BWWC and upon other developments, including, but not limited to, general economic and business conditions and stock market conditions, the Partnership may determine from time to time to purchase additional shares of Common Stock, exercise any of the warrants described in item 5, convert the Revised Convertible Note (as defined hereinafter) and dispose of all or a portion of any shares of Common Stock acquired, or a combination thereof. ITEM 5. Interest in Securities of the Issuer. The Partnership beneficially owns 3,436,364 shares of Common Stock, which represents 48.0% of the outstanding shares of Common Stock. The Partnership has the sole power to vote and dispose the Shares. -4- Effective February 9, 1998, BWWC and St. James Capital Partners, L.P. ("SJCP"), an affiliate of the Partnership, entered into a financing arrangement pursuant to which BWWC agreed to issue 2,000,000 warrants and a Convertible Promissory Note of BWWC in the principal amount of $10,000,000 (the "Convertible Note") in exchange for $10,000,000 (the "Financing"). The unpaid principal amount of the Convertible Note, together with any unpaid interest accrued thereon, is convertible in whole or in part at any time into shares of Common Stock based on a conversion price of $5.50, subject to adjustment for certain dilutive events. SJCP has the right to acquire up to 1,818,181 shares of Common Stock upon the conversion of the Convertible Note. The terms and conditions of the Financing are governed by that certain Agreement of Purchase and Sale dated January 23, 1998, by and between BWWC and SJCP (the "Purchase Agreement"). The Financing closed on January 23, 1998. Additionally, on January 23, 1998, BWWC and SJCP executed Amendment No. 2 To Registration Rights Agreement (the "Amendment"), which amends the Registration Rights Agreement dated June 5, 1997 (the "Original Registration Rights Agreement"), pursuant to which BWWC granted to SJCP certain demand and piggy-back registration rights with respect to the Shares that are issuable upon conversion of the Convertible Note and upon exercise of the warrants issued in connection with the Financing. The Original Registration Rights Agreement contains standard standstill and indemnification provisions and contains a provision providing for the amendment of the Original Registration Rights Agreement to incorporate the terms of any more favorable registration rights granted to a third party by BWWC. An Assignment and Acceptance was executed as of March 16, 1998 assigning to the Partnership 100% of SJCP's interest in and to all of SJCP's rights, and 100% of SJCP's obligations under the Purchase Agreement and transaction documents as of March 16, 1998 including, without limitation, such percentage interest in SJCP's obligation to make advances, the advances owing to SJCP, the Convertible Note held by SJCP, the warrants held by SJCP, SJCP's interest in collateral, and SJCP's registration rights in respect of Common Stock. Effective as of March 16, 1998, BWWC and the Partnership executed a revised Convertible Promissory Note (the "Revised Convertible Note") of which the terms and conditions are governed by the Assignment and Acceptance dated March 16, 1998. Up to 1,818,181 shares of Common Stock shall be issuable upon conversion of the Revised Convertible Note within the next sixty (60) days. The Revised Convertible Note bears interest at a rate of eight percent (8%) per annum and may be converted by the Partnership at any time. 2,000,000 of SJCP's 2,000,000 warrant shares were assigned to the Partnership under the terms of the Assignment and Acceptance dated March 16, 1998. Such warrants are presently exercisable at a price of $5.50 per share, subject to adjustment for certain dilutive events. These warrants expire on January 23, 2003. Following the Assignment and Acceptance executed as of March 16, 1998 between SJCP and the Partnership, the Partnership assigned a portion of the Revised Convertible Note ($1,000,000) and warrants to purchase shares of Common Stock (200,000 warrant shares) to an unrelated third party leaving the Partnership with a Revised Convertible Note of $9,000,000 convertible into 1,636,364 shares of Common Stock and warrants to purchase 1,800,000 shares of Common Stock. -5- SJMB and the limited partners of the Partnership are entitled to profits and losses resulting from any disposition of the Shares in accordance with the provisions of the Partnership's Agreement of Limited Partnership (the "Partnership Agreement"). ITEM 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. Effective February 9, 1998, BWWC and St. James Capital Partners, L.P. ("SJCP"), a Delaware limited partnership and an affiliate of the Partnership, entered into a financing arrangement pursuant to which BWWC agreed to issue 2,000,000 warrants and a Convertible Promissory Note in the principal amount of $10,000,000 (the "Convertible Note") in exchange for $10,000,000 (the "Financing"). The unpaid principal amount of the Convertible Note, together with any unpaid interest accrued thereon, is convertible in whole or in part at any time into shares of Common Stock based on a conversion price of $5.50, subject to adjustment for certain dilutive events. SJCP has the right to acquire up to 1,818,181 shares of Common Stock upon the conversion of the Convertible Note. The terms and conditions of the Financing are governed by that certain Agreement of Purchase and Sale dated January 23, 1998, by and between BWWC and SJCP (the "Purchase Agreement"). The Financing closed on January 23, 1998. Additionally, on January 23, 1998, BWWC and SJCP executed Amendment No. 2 To Registration Rights Agreement (the "Amendment"), which amends the Registration Rights Agreement dated June 5, 1997 (the "Original Registration Rights Agreement"), pursuant to which BWWC granted to SJCP certain demand and piggy-back registration rights with respect to the Shares that are issuable upon conversion of the Convertible Note and upon exercise of the warrants issued in connection with the Financing. The Original Registration Rights Agreement contains standard standstill and indemnification provisions and contains a provision providing for the amendment of the Original Registration Rights Agreement to incorporate the terms of any more favorable registration rights granted to a third party by BWWC. An Assignment and Acceptance was executed as of March 16, 1998 assigning to the Partnership 100% of SJCP's interest in and to all of SJCP's rights, and 100% of SJCP's obligations under the Purchase Agreement and transaction documents as of March 16, 1998 including, without limitation, such percentage interest in SJCP's obligation to make advances, the advances owing to SJCP, the Convertible Note held by SJCP, the warrants held by SJCP, SJCP's interest in collateral, and SJCP's registration rights in respect of Common Stock. Effective as of March 16, 1998, BWWC and the Partnership executed a revised Convertible Promissory Note (the "Revised Convertible Note") of which the terms and conditions are governed by the Assignment and Acceptance dated March 16, 1998. Up to 1,818,181 shares of Common Stock shall be issuable upon conversion of the Revised Convertible Note within the next sixty (60) days. The Revised Convertible Note bears interest at a rate of eight percent (8%) per annum and may be converted by the Partnership at any time. 2,000,000 of SJCP's 2,000,000 warrant shares were assigned to the Partnership under the terms of the Assignment and Acceptance dated March 16, 1998. Such warrants are presently exercisable at a price of $5.50 per share, subject to adjustment for certain dilutive events. These warrants expire on January 23, 2003. -6- Following the Assignment and Acceptance executed as of March 16, 1998 between SJCP and the Partnership, the Partnership assigned a portion of the Revised Convertible Note ($1,000,000) and warrants to purchase shares of Common Stock (200,000 warrant shares) to an unrelated third party leaving the Partnership with a Revised Convertible Note of $9,000,000 convertible into 1,636,364 shares of Common Stock and warrants to purchase 1,800,000 shares of Common Stock. ITEM 7. Exhibits. Exhibit No. Description of Exhibit - -------------------------------------------------------------------------------- 1 Assignment and Acceptance dated March 16, 1998 by and between SJCP and the Partnership 2 Joint Acquisition Statement Pursuant to Rule 13D-(1)(f)(1) 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. SJMB, L.P. BY: SJMB, L.L.C., general partner JUNE 30, 1998 Date /s/ JAMES H. HARRISON Signature JAMES H. HARRISON, Vice President Name/Title SJMB, L.L.C. JUNE 30, 1998 Date /s/ JAMES H. HARRISON Signature JAMES H. HARRISON, Vice President Name/Title -7- EX-2 2 ASSIGNMENT AND ACCEPTANCE Dated as of March 16, 1998 Reference is made to the Agreement for Purchase and Sale dated as of January 23, 1998 (as the same may be amended or modified from time-to-time, the "Agreement") among BLACK WARRIOR WIRELINE CORP., a Texas corporation ("Seller") and ST. JAMES CAPITAL PARTNERS, L.P. ("Purchaser"). Capitalized terms not otherwise defined in this Assignment and Acceptance shall have the meanings assigned to them in the Agreement. Pursuant to the terms of the Agreement, St. James Capital Partners, L.P. wishes to assign and delegate 100% of its rights and obligations under the Agreement. Therefore, St. James Capital Partners, L.P. ("Assignor") and SJMB, L.P. ("Assignee") agree as follows: 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, without recourse to the Assignor and without representation or warranty except for the representations and warranties specifically set forth in clauses (i) and (ii) of Section 2, all interest in and to all of the Assignor's rights and obligations under the Agreement and the Transaction Documents as of the Effective Date (as defined below), including, without limitation, the Assignor's interest in the Collateral, and the Assignor's registration rights in respect of Common Stock. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties, or representations made in or in connection with the Agreement or any other Transaction Document or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Agreement or any other Transaction Document or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the Subsidiary Guarantor or the performance or observance by the Borrower or the Subsidiary Guarantor of any of their obligations under the Agreement or any other Transaction Document or any other instrument or document furnished pursuant thereto. 3. The effective date for this Assignment and Acceptance shall be March 16, 1998 (the "Effective Date"). 4. This Assignment and Acceptance shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas. The parties hereto have caused this Assignment and Acceptance to be duly executed as of the date first above written. ASSIGNOR ST. JAMES CAPITAL PARTNERS, L.P. By: St. James Capital Corp. its General Partner By: /s/ JAY BROWN Name: Jay Brown Title: Vice President ASSIGNEE SJMB, L.P. By: SJMB, L.L.C. its General Partner By: /s/ JAY BROWN Name: Jay Brown Title: Vice President EX-2 3 EXHIBIT 2 Joint Acquisition Statement Pursuant to Rule 13d-(1)(f)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acuisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: June 30, 1998 SJMB, L.L.C. By: /s/ JAMES H. HARRISON Name: James H. Harrison Title: Vice President SJMB, L.P. By: SJMB, L.L.C., General Partner By: /s/ JAMES H. HARRISON Name: James H. Harrison Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----