-----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, ENnKM1Vx3pVmB2u4Vr8SO7Q9xghS3emkbcCFFbeYH3LBywYrPgbt8Uz3WjsjprqB Z5rNWhH3hTMFbR2PyrXOXA== 0000871867-97-000019.txt : 19971216 0000871867-97-000019.hdr.sgml : 19971216 ACCESSION NUMBER: 0000871867-97-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971215 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL HOLDINGS INC CENTRAL INDEX KEY: 0000879884 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 760289495 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41982 FILM NUMBER: 97738058 BUSINESS ADDRESS: STREET 1: 7135 ARDMORE CITY: HOUSTON STATE: TX ZIP: 77054 BUSINESS PHONE: 7137471025 MAIL ADDRESS: STREET 1: 7135 ARDMORE CITY: HOUSTON STATE: TX ZIP: 77054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RENAISSANCE CAPITAL PARTNERS II LTD /TX/ CENTRAL INDEX KEY: 0000871867 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752296301 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8080 N CENTRAL EXPRWY STREET 2: STE 210 LB 59 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2148918294 MAIL ADDRESS: STREET 1: 8080 N CENTRAL EXPWY., SUITE 210 LB 59 CITY: DALLAS STATE: TX ZIP: 75206 SC 13D/A 1 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __1___) Securities and Exchange Commission Washington, D.C. 20549 INDUSTRIAL HOLDINGS, INC. (Name of Issuer) Common 456160100 (Title of Class of Securities) (CUSIP Number) Vance M. Arnold, Executive Vice President, Renaissance Capital Group, Inc. 8080 N. Central Expressway, Suite 210 LB 59; Dallas, TX 75206 (214) 891-8294 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 29, 1997 (Date of Event which Requires Filing of this Statement) 1. Names of Reporting Person S.S. or I.R.S. Identification No. Renaissance Capital Partners II, Ltd. 75-2407159 2. Check the Appropriate Box if a Member of a Group (a) N/A (b) N/A 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) None 6. Citizenship or Place of Organization Texas Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole voting Power 0 (8) Shared Voting Power 0 (9) Sole Dispositive Power 0 (10) Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned be Each Reporting Person 0 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares None 13. Percent of Class Represented by Amount in Row (11) 25% 14. Type of Reporting Person PN AMENDED SCHEDULE 13D Filed Pursuant to Rule 13D-1 Item 1. Security and Issuer Common stock of Industrial Holdings, Inc. issuable upon conversion of the 12% Convertible Debenture by and between Renaissance Capital Partners II, Ltd. (the "Partnership") as Lender and Industrial Holdings, Inc. (the "Company") as borrower. Industrial Holdings, Inc. Company 7135 Ardmore Houston, TX 77054 Item 2. Identity and Background a., b., c. Renaissance Capital Partners II, Ltd. Filer 8080 N. Central Expressway, Suite 210 Dallas, Texas 75206 Renaissance Capital Group, Inc. Managing General 8080 N. Central Expressway, Suite 210 Partner of the Filer Dallas, Texas 75206 Renaissance Capital Partners II, Ltd. is a Texas limited partnership, organized as a Business Development Company under the Investment Company Act of 1940. Renaissance Capital Group, Inc., a Texas corporation, is the Managing General Partner and is responsible for the administration of Renaissance Capital Partners, Ltd.'s investment portfolio. The officers of Renaissance Capital Group, Inc. are: Russell Cleveland, President and Chief Executive Officer Vance M. Arnold, Executive Vice President and Chief Operations Officer Barbe Butschek, Senior Vice President, CFO, Corp. Secretary & Treasurer Robert C. Pearson, Senior Vice President Mardon Navalta, Vice President Norman D. Cox, Vice President d. None e. None f. None Item 3. Source and Amount of Funds or Other Consideration The Partnership's source of funds is the partners investment capital. No borrowed funds were used in the transaction. The securities we acquired directly from the Company in a private placement. Item 4. Purpose of Transaction The sole purpose of the acquisition of these securities was as an investment in accordance with the Partnership's election as a Business Development Company under the Investment Company Act of 1940. Item 5. Interest in Securities of the Issuer a. As more fully described on the original Schedule 13D filed in 1992, the Partnership and the Company entered into a Convertible Debenture Loan Agreement providing for a loan to the Company in the amount of $2,500,000 with an interest rate of 12%. On March 15, 1996, the Company paid the Partnership a principal payment in the amount of $600,000 and the 12% Convertible Debenture was modified to have a face amount of $1,875,000 with a conversion price of $3.26 per share. In consideration of this prepayment of principal, the Company issued the Partnership a three year Warrant to purchase 50,000 shares of common stock at $4.00 per share. On September 13, 1996, the Company issued 250,000 shares in lieu of payment of principle and modified the face amount of the Debenture to $1,060,000 with a conversion price of $3.26 per share. Shares of issuer beneficially owned by the Partnership and its Managing General Partner number 575,154 shares of the Company s common stock which represents 14% of the Company's common stock. These shares represent all of the Partnership's ownership. Renaissance Capital Group, Inc. has a profit interest of up to 20%. b. All the shares mentioned in (a) above. c. Between 09/24/96 and 08/29/97, the Partnership sold its entire position of 575,154 shares in the Company at an average price of $11.00. d. Not Applicable e. The Partnership ceased to be a beneficial owner of more than 5% of the Company on January 8, 1997. Item 6. Contracts, Arrangements, or Understandings with Respect to Securities of the Issuer The Company and the Partnership have entered into a Convertible Debenture Loan Agreement that grants the Partnership certain rights upon the Company's default. In addition, the Partnership has the option to name a director to the Company. Item 7. Persons Retained, Employed or to be Compensated No person has been retained by the Filer hereof or its associates to, in any way, make solicitation or recommendation the holders of the securities of the issuer to accept or reject any tender offer. Item 8. Material to be Filed as Exhibits Not applicable I certify to the best of my knowledge and belief the information set forth in this statement is true, complete and correct. Date: December 4, 1997 Renaissance Capital Partners II, Ltd. By: Renaissance Capital Group, Inc. Managing General Partner By: _____________________________ Vance M. Arnold, Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----