<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
OYO GEOSPACE CORPORATION
(Name of Issuer)
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COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
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671074 10 2
(CUSIP Number)
MR. RICHARD E. BLOHM, JR.
1415 LOUISIANA STREET
HOUSTON, TEXAS 77002
(713) 739-6500
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
with a copy to:
MR. JOHN R. BRANTLEY
BRACEWELL & PATTERSON, L.L.P.
711 LOUISIANA STREET, SUITE 2900
HOUSTON, TEXAS 77002
713-223-2900
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DECEMBER 3, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report this acquisition that is the subject of this Schedule 13D, and is filing
this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g),
check the following box: [ ]
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.
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Page 1 of 11 Pages
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CUSIP NO.: 671074 10 2
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SCHEDULE 13D
================================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Pebbleton Corporation N.V.
- --------------------------------------------------------------------------------
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
Netherlands Antilles
- --------------------------------------------------------------------------------
7 Sole Voting Power
0
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER
464,900
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
464,900
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
464,900
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.75%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
================================================================================
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CUSIP NO.:671074 10 2
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SCHEDULE 13D
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1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Issam M. Fares
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Lebanese
- --------------------------------------------------------------------------------
7 Sole Voting Power
0
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER
464,900
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
464,900
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
464,900
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.75%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
<PAGE> 4
STATEMENT ON SCHEDULE 13D
Introductory Note: All information herein with respect to OYO Geospace
Corporation, a Delaware corporation is to the best knowledge and belief of the
Reporting Persons, as defined herein.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock, par value
$.01 per share of OYO Geospace Corporation, a Delaware corporation ("Issuer").
The principal executive offices of the Issuer are located at 12750 South
Kirkwood Street, Suite 200, Stafford, Texas 77477.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed (i) by Pebbleton Corporation, N.V., a
corporation organized under the laws of the Netherlands Antilles ("Pebbleton"),
and (ii) by Mr. Issam M. Fares, an individual (together with Pebbleton, the
"Reporting Persons").
The address of the principal business offices of Pebbleton and the
address of Mr. Fares is Pietermaai 15, Curacao, Netherlands Antilles. N.V.
Fides, a Netherlands Antilles corporation, functions as a Managing Director of
Pebbleton in order to comply with Netherlands Antilles regulations requiring
resident directors. There are no other officers or directors of Pebbleton. The
filing of this statement on Schedule 13D shall not be construed as an admission
that N.V. Fides is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended (the "Act"), the beneficial owner of any
securities covered by this statement.
Neither Pebbleton nor Mr. Fares, nor to the knowledge of the Reporting
Persons, N.V. Fides, has been during the last five years (a) convicted of any
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, United States federal or state securities
laws or finding any violations with respect to such laws.
Because each of Pebbleton and Mr. Fares resides outside of the United
States, the Reporting Persons have requested WEDGE Group Incorporated, a
corporation organized under the laws of the State of Delaware ("Wedge"), to
advise the Reporting Persons with respect to acquisition, holding, voting and
disposition strategies regarding the Common Stock of the Issuer. Mr. Fares is
the ultimate beneficial owner of all of the outstanding capital stock of each of
Pebbleton and Wedge. The address of the principal business offices of Wedge is
1415 Louisiana Street, Houston, Texas 77002. Wedge owns no shares of Common
Stock of the Issuer. The filing of this statement on Schedule 13D shall not be
construed as an admission that Wedge is, for the purposes of Section 13(d) or
13(g) of the Act, the beneficial owner of any securities covered by this
statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the funds used for the purchases of the Common Stock by
Pebbleton was working capital on hand.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purchases of the Common Stock of the Issuer were made on The Nasdaq
Stock Market, Inc., the principal market in which shares of the Issuer's Common
Stock are traded, and such acquisitions were made for investment purposes.
<PAGE> 5
The Reporting Persons intend to monitor their investment in the Issuer
on a continuing basis in the ordinary course of business and, depending upon the
price of, and other market conditions relating to the Common Stock, subsequent
developments affecting the Issuer, the Issuer's business and prospects, other
investment and business opportunities available to the Reporting Persons,
general stock market and economic conditions (including the price of oil and
natural gas), tax considerations and other factors deemed relevant, may decide
to increase or decrease the size of their investment in the Issuer. At present,
however, none of the Reporting Persons has specific plans or proposals which
would relate to or result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any actions similar to those enumerated above.
The Reporting Persons reserve the right to formulate specific plans or proposals
with respect to, or to change their intentions regarding, any or all of the
foregoing.
Wedge, at the request and on behalf of the Reporting Persons, may from
time to time discuss with management, other stockholders of the Issuer and other
parties methods by which the Issuer can best preserve and increase its value
during a difficult time for the oil and gas industry, characterized by low oil
prices and decreased capital spending by exploration and production companies.
Such methods may involve expansion or contraction of the geographic scope of the
Issuer's operations, strategic alliances, business combinations, cost
containment measures and other similar arrangements. If as a result of such
discussions, the Reporting Persons decide to pursue any of the methods for
preserving and increasing the value of the Issuer described herein, the
consummation thereof could involve transactions in the nature of those described
in paragraphs (a) through (j) above.
<PAGE> 6
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As set forth herein, Pebbleton owns 464,900 shares of Common Stock
of the Issuer, which represents approximately 8.75% of the outstanding Common
Stock (based on the number of shares of Common Stock outstanding as of June 30,
1998, as represented by the Issuer in its Form 10-Q for the quarter ended June
30, 1998, as filed with the Securities and Exchange Commission on August 6,
1998). See Item 4.
(b) Mr. Fares may be deemed to beneficially own and thereby share
voting and dispositive power over the shares of Common Stock described herein
which are held by Pebbleton. See Item 2.
(c) Set forth in Exhibit A to this Statement on Schedule 13D is a list
of all transactions effected in the Issuer's Common Stock within the past sixty
(60) days, including (i) the identity of the person effecting transactions in
the Issuer's Common Stock; (ii) the date of the transaction; (iii) the amount of
securities involved; (iv) the price per share of Common Stock; and (v) where and
how the transaction was effected. Other than the transactions described herein,
none of the Reporting Persons nor to the knowledge of the Reporting Persons, any
of their officers or directors, has effected any transactions in the Common
Stock during the preceding sixty days.
ITEM 6. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Transactions in the Common Stock
Exhibit B Power of Attorney from Issam M. Fares and Pebbleton
Corporation N.V.
Exhibit C Joint Filing Agreement
<PAGE> 7
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: December 14, 1998. PEBBLETON CORPORATION N.V.
By: Issam M. Fares, Managing Director
By: /s/ Richard E. Blohm, Jr.
-----------------------------------
Richard E. Blohm, Jr.
Attorney in Fact
Dated: December 14, 1998. Issam M. Fares
By: /s/ Richard E. Blohm, Jr.
-----------------------------------
Richard E. Blohm, Jr.
Attorney in Fact
<PAGE> 8
INDEX TO EXHIBITS
Exhibit A Transactions in the Common Stock
Exhibit B Power of Attorney from Issam M. Fares and Pebbleton
Corporation N.V.
Exhibit C Joint Filing Agreement
<PAGE> 1
EXHIBIT A
TRANSACTIONS IN THE COMMON STOCK
With respect to the transactions set forth below, all purchases were
made by Pebbleton Corporation N.V. and were effected on The Nasdaq Stock Market,
Inc., the exchange on which the shares of Common Stock of OYO Geospace
Corporation are traded during the 60 days prior to the filing of this Statement
on Schedule 13D.
DATE OF PURCHASE NUMBER OF SHARES PRICE PER SHARE
PURCHASED ($)
10/26/98 62,000 11.1250
12/03/98 9,400 9.3750
12/03/98 2,500 9.1250
12/03/98 156,000 8.5000
12/04/98 13,000 8.3125
12/04/98 37,000 8.3750
12/07/98 80,000 8.1250
A-1
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EXHIBIT B
POWER OF ATTORNEY
The undersigned does hereby make, constitute and appoint William H.
White, Nijad I. Fares and Richard E. Blohm, Jr., and each of them severally, the
undersigned's true and lawful attorney or attorneys (hereinafter referred to
individually as "Attorney" or collectively as "Attorneys") with power to act for
the undersigned and in the undersigned's name, place and stead, with or without
the other and with full power of substitution and resubstitution, for the sole
purpose of executing, making, declaring, certifying and filing on behalf of the
undersigned with the Securities and Exchange Commission, and other appropriate
governmental or private entities, any and all statements, reports and other
information required to be filed by the undersigned under the Securities
Exchange Act of 1934, as amended, or other state or federal statutes, by virtue
of or relating to the undersigned's beneficial ownership of voting securities of
OYO Geospace Corporation (the "Company"), including without limitation any
Schedule 13D, any and all amendments to any such schedule, any Joint Filing
Agreement and any and all amendments thereto, and all other documents and
information incidental or related thereto required to be executed, made or filed
by the undersigned, in the form and manner in which such Attorneys or any of
them deem necessary, appropriate, convenient or desirable to be done pursuant to
and in accordance with the authorization contained in this Power of Attorney, as
fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of the Attorneys
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on December 4, 1998.
/s/ Issam M. Fares
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Issam M. Fares
Pebbleton Corporation, N.V.
By /s/ Issam M. Fares
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Issam M. Fares,
Managing Director
B-1
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EXHIBIT C
JOINT FILING AGREEMENT
The undersigned each agree that (i) the Statement on Schedule 13D
relating to the Common Stock, $.01 par value, of OYO Geospace Corporation is
adopted and filed on behalf of each of them, (ii) all future amendments to such
Statement on Schedule 13D will, unless written notice to the contrary is
delivered as described below, be jointly filed on behalf of each of them, and
(iii) the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934
apply to each of them. This agreement may be terminated with respect to the
obligation to jointly file future amendments to such Statement on Schedule 13D
as to any of the undersigned upon such person giving written notice thereof to
the other person signatory hereto, at the principal office thereof.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of the date set forth below.
Dated: December 14, 1998. PEBBLETON CORPORATION N.V.
By Issam M. Fares, Managing Director
By:/s/ Richard E. Blohm, Jr.
---------------------------------
Name: Richard E. Blohm, Jr.
Title: Attorney-in-Fact
Dated: December 14, 1998. ISSAM M. FARES
By:/s/ Richard E. Blohm, Jr.
---------------------------------
Name: Richard E. Blohm, Jr.
Title: Attorney-in-Fact
C-1
