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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
(Rule 13d-101)
(Name of Issuer)
Common
Shares, $0.30 par value
per share
(Title of Class of Securities)
(CUSIP Number)
Copies to:
Jonathan W.
DePriest
Chamberlain, Hrdlicka, White, Williams & Martin
1200 Smith Street, Suite 1400, Houston, Texas
77002
713.658.1818
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies 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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NAMES OF REPORTING PERSONS:
Louis A. Waters |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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AF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Texas
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SOLE VOTING POWER: |
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| NUMBER OF |
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420,719 shares (1) |
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| SHARES |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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0 shares |
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| EACH |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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420,719 shares (1) |
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| WITH |
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SHARED DISPOSITIVE POWER: |
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0 shares |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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420,719 shares (1) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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4.8% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
(1) Includes ownership of options to purchase 50,000 shares of Common Stock
granted to Mr. Waters for his service as a director of Team, Inc., 16,696 shares of Common Stock granted to Mr. Waters for
his service as a director of Team, Inc., and beneficial ownership of 60,217 shares of Common Stock that Mr. Waters holds as
trustee of certain family trusts.
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TABLE OF CONTENTS
Item 1. Security and Issuer
The class of securities to which this statement relates is the common stock, par value $0.30
per share (the “Common Stock”), of Team, Inc., a Texas corporation (“Team”), whose principal
business address is 200 Hermann Drive, Alvin, Texas 77511.
Item 2. Identity and Background
This statement is filed by Louis A. Waters. Mr. Waters’ business address is 2800 Post Oak
Boulevard, Suite 5850, Houston, Texas 77056. The other information for this Item 2 is set forth in
the original Schedule 13D and Amendments No. 1, No. 2 and No. 3 to this Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The information for this Item 3 is set forth in the original Schedule 13D and Amendments No.
1, No. 2 and No. 3 to this Schedule 13D.
Item 4. Purpose of Transactions
The purpose of any purchases, sales and holdings of Team stock is investment.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of Common Stock outstanding was 8,765,226 shares as of November
30, 2006, as reflected in the latest 10-Q Report to the SEC. Mr. Waters continues to have a
beneficial interest in 420,719 shares of Common Stock, which represents 4.8% of the total number of
shares of Common Stock outstanding. Such shares are comprised of: (1) 293,806 shares of Common
Stock acquired by Mr. Waters pursuant to the liquidation of the Partnership (which Partnership is
described in the original of this Schedule 13D) and the resulting distribution of these shares of
Team Common Stock; (2) 60,217 shares of Common Stock acquired by Mr. Waters as trustee of certain
family trusts, which shares were also acquired pursuant to the liquidation of the Partnership and
distribution of the shares of Team Common Stock; (3) 16,696 shares of Common Stock granted to Mr.
Waters as directors’ fees for his service as a director of Team; (4) options to purchase 50,000
shares of Common Stock granted to Mr. Waters for his service as a director of Team. Mr. Waters
retains the sole voting power and investment power with respect to all of the Common Stock
described above.
(b) From February 6 to February 9, 2007, Mr. Waters sold 50,000 shares of his Common Stock in
transactions administered by Banc of America Securities, LLC as broker, pursuant to SEC Rule 144.
The transactions involved Team Common Stock that Mr. Waters received as a result of the liquidation
of the Partnership. From February 9 to February 12, 2007, Mr. Waters, as trustee, caused three family trusts to
sell an aggregate of 16,000 shares of Common Stock under Rule 144 through the same broker.
(c) All of the securities described in Item 5(a) were initially acquired in the transactions
described in the original Schedule 13D which this amends, except for (i) the shares of Common Stock
acquired pursuant to the dissolution and liquidation of the partnership as described in Amendment
No. 1 to this Schedule 13D and (ii) the acquisition by Mr. Waters of options to acquire Common
Stock, and shares of Common Stock pursuant to his service as a director of Team as described in
prior Amendments to this Schedule 13D.
(d) Other than the matters described in Item 6, no other person is known to have the right to
receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of,
the securities described herein as being beneficially owned by Mr. Waters.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
The information for this Item 6 is set forth in the original Schedule 13D and Amendments No.
1, No. 2 and No. 3 to this Schedule 13D.
Item 7. Material to Be Filed as Exhibits
There are no additional instruments filed as exhibits to this Schedule 13D.
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.
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Date: February 16, 2007
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/S/ LOUIS A. WATERS |
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Louis A. Waters, Individually
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