-----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, IeBxGn4nxM1jv0TxgeGvZkfhNFdh8iQB67et4vW2K+O05srDoXyBJg2TlyvnK2j9 QNCuD2+zMVWy9/B+TTPZhA== 0000871867-96-000010.txt : 19960725 0000871867-96-000010.hdr.sgml : 19960725 ACCESSION NUMBER: 0000871867-96-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960517 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL HOLDINGS INC CENTRAL INDEX KEY: 0000879884 STANDARD INDUSTRIAL CLASSIFICATION: 5080 IRS NUMBER: 760289495 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41982 FILM NUMBER: 96568872 BUSINESS ADDRESS: STREET 1: 7135 ARDMORE CITY: HOUSTON STATE: TX ZIP: 77054 BUSINESS PHONE: 7137471025 MAIL ADDRESS: STREET 2: 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 1 1 SCHEDULE 13D Under the Securities Exchange Act of 1934 -------------------------------------------------------- Securities and Exchange Commission Washington, D.C. 20549 -------------------------------------------------------- INDUSTIRAL HOLDINGS, INC. (Name of Issuer) Common 456160100 (Title of Class of Securities) (CUSIP Number) Elroy G. Roelke 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) March 15, 1996 (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. 75-2296301 -------------------------------------------------- 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: 625,153 --------- (8) Shared Voting Power: 0 ---- (9) Sole Dispositive Power: 625,153 --------- (10) Shared Dispositive Power: 0 --- 11. Aggregate Amount Beneficially Owned be Each Reporting Person: 625,153 --------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: None ------ 13. Percent of Class Represented by Amount in Row (11): 17% ----- 14. Type of Reporting Person: PN ---- 2 SCHEDULE 13D Filed Pursuant to Rule 13D-1 Item 1. SECURITY AND ISSUER: $1,875,000 12% Convertible Debenture issued to Renaissance Capital Partners II, Ltd. by Industrial Holdings, Inc. Industrial Holdings, Inc.Company 1100 Milam, Suite 2050 Houston, TX 77002 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 Expwy., Suite 210 Partner of the Dallas, TX 75206 Filer Renaissance Capital Partners II, Ltd. is a Texas limited Partnership, organized as a business development company under the Investment Company Act of 1940. The officers of Renaissance Capital Group, Inc. are: Russell Cleveland, President Elroy G. Roelke, Senior Vice President and General Counsel Barbe Butschek, Senior Vice President, Corporate Secretary and Treasurer Vance M. Arnold, Executive Vice President Mardon M. Navalta, Vice President Renaissance Capital Group, Inc. a Texas corporation, is the Investment Advisor and is responsible for the administration of the Filer's investment portfolio. d. None e. None f. None Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: The Filer'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 is a private placement. Item 4. PURPOSE OF TRANSACTION: The sole purpose of the acquisition of these securities was as an investment in accordance with Filer's election as a Business Development Company under the Investment 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 Filer 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 Filer 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 3 price of $3.26 per share. In consideration of this prepayment of principal, the Company issued the Filer a three year Warrant to purchase 50,000 shares of common stock at $4.00 per share. If the Debenture were converted today, and the Warrant shares exercised, shares of issuer beneficially owned by the Filer and its Managing General Partner number 625,153 shares of common stock which would represent 17% of the Company's common stock. These shares represent all of the Filer's ownership. Renaissance Capital Group, Inc. has a profit interest of up to 20% in the Filer. b. The original Schedule 13D filed by the Filer in 1992. c. Not Applicable d. Not Applicable e. Not Applicable Item 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER: The Company and the Filer have entered into a Convertible Debenture Loan Agreement that grants the Filer certain rights upon the Company's default. In addition, the Filer 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 EXHITITS: 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: May 8, 1996 Renaissance Capital Partners II, Ltd. By: Renaissance Capital Group, Inc. Managing General Partner By: /S/ Elroy G. Roelke ---------------------------- Elroy G. Roelke Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----