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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 3)*
VENTURE SEISMIC LTD
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
92327K108
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(CUSIP Number)
David J. Schwartz, Esq., c/o Anderson Kill & Olick, P.C.
1251 Avenue of the Americas, New York, New York 10020 (212) 278-1000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 16, 1997
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(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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 3 Pages)
*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 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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Page 2 of 3 Pages
VENTURE SEISMIC LTD
(CUSIP No. 92327K108)
This Amendment No. 3 on Schedule 13D is related to and amends
the statement on Schedule 13D filed on November 12, 1996, as amended (the
"Original Schedule 13D"). Any capitalized term used and not otherwise defined
herein shall have the meaning ascribed to it in the Original Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Original Schedule 13D is amended by adding the
following sentence:
The funds required by the Delaware Fund and the Cayman Fund
for the purchase of all shares of Common Stock were obtained from the working
capital of the Delaware Fund and the Cayman Fund, respectively.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original Schedule 13D is amended by replacing
paragraph (e) thereunder as follows:
(e) As of July 16, 1997, neither any of the Reporting Persons
nor the Group could be deemed to be the beneficial owner of more than five
percent of the shares of Common Stock.
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Page 3 of 3 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated as of September 25, 1997 /s/ ERNEST P. WERLIN
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Ernest P. Werlin
/s/ PETER J. POWERS
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Peter J. Powers
THE HIGH VIEW FUND, L.P.
By: High View Capital Corporation,
its general partner
By: /s/ ERNEST P. WERLIN
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Ernest P. Werlin
President
HIGH VIEW CAPITAL CORPORATION
By: /s/ ERNEST P. WERLIN
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Ernest P. Werlin
President
THE HIGH VIEW FUND
By: /s/ CEDRIC L. CARROLL
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Cedric L. Carroll
Director
HIGH VIEW ASSET MANAGEMENT CORPORATION
By: /s/ ERNEST P. WERLIN
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Ernest P. Werlin
President
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