<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 240.13D-1(B), (C) and AMENDMENTS THERETO FILED
PURSUANT TO 240.13D-2
(Amendment No. )*
OYO GEOSPACE CORPORATION
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
671074-10-2
(CUSIP Number)
April 13, 1999
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.
[ ] Rule 13d-1(b)
[X] Rule 13d-1 (c)
[ ] Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 11 Pages
<PAGE> 2
SCHEDULE 13G
CUSIP No. 671074-10-2
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
R. Chaney & Partners IV L.P.(1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 99,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 99,000
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.8%(2)
12 TYPE OF REPORTING PERSON (See Instructions)
PN
</TABLE>
- --------
(1) R. Chaney & Partners IV L.P. and R. Chaney & Partners III L.P. are
filing this Schedule 13G as members of a group.
(2) Based on 5,494,689 shares of Common Stock outstanding as reported in
the Issuer's 10-Q for the quarter ended December 31, 1998.
Page 2 of 11 Pages
<PAGE> 3
SCHEDULE 13G
CUSIP No. 671074-10-2
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
R. Chaney Investments, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 99,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 99,000
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.8%(1)
12 TYPE OF REPORTING PERSON (See Instructions)
CO
</TABLE>
- --------
(1) Based on 5,494,689 shares of Common Stock outstanding as reported in
the Issuer's 10-Q for the quarter ended December 31, 1998.
Page 3 of 11 Pages
<PAGE> 4
SCHEDULE 13G
CUSIP No. 671074-10-2
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
R. Chaney & Partners III L.P.(1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 383,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 383,000
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
383,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.97%(2)
12 TYPE OF REPORTING PERSON (See Instructions)
PN
</TABLE>
- --------
(1) R. Chaney & Partners IV L.P. and R. Chaney & Partners III are filing
this Schedule 13G as members of a group.
(2) Based on 5,494,689 shares of Common Stock outstanding as reported in
the Issuer's 10-Q for the quarter ended December 31, 1998.
Page 4 of 11 Pages
<PAGE> 5
SCHEDULE 13G
CUSIP No. 671074-10-2
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
R. Chaney & Partners, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 383,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 383,000
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
383,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.97%(1)
12 TYPE OF REPORTING PERSON (See Instructions)
CO
</TABLE>
- --------
(1) Based on 5,494,689 shares of Common Stock outstanding as reported in
the Issuer's 10-Q for the quarter ended December 31, 1998.
Page 5 of 11 Pages
<PAGE> 6
SCHEDULE 13G
CUSIP No. 671074-10-2
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Robert H. Chaney
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 482,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 482,000
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
482,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.77%(1)
12 TYPE OF REPORTING PERSON (See Instructions)
IN
</TABLE>
- --------
(1) Based on 5,494,689 shares of Common Stock outstanding as reported in
the Issuer's 10-Q for the quarter ended December 31, 1998.
Page 6 of 11 Pages
<PAGE> 7
ITEM 1.
(a) Name of issuer: OYO Geospace Corporation
(b) Address of issuer's principal executive
offices: 12750 South Kirkwood, Suite 200
Stafford, Texas 77477
ITEM 2.
(a) Name of persons filing:
This Schedule 13G is filed by R. Chaney & Partners IV L.P. ("Fund
IV"), R. Chaney & Partners III L.P. ("Fund III"), R. Chaney Investments, Inc.
("Investments"), R. Chaney & Partners, Inc. ("Partners"), and Mr. Robert H.
Chaney. Fund IV and Fund III are filing this Schedule 13G as members of a
group. Investments is the sole general partner of Fund IV, and Partners is the
sole general partner of Fund III. Mr. Chaney is the sole shareholder of
Investments and Partners.
(b) Address of principal office:
The address of the principal business office of each of Fund IV, Fund
III, Investments, Partners and Mr. Chaney is 909 Fannin, Suite 1800, Two
Houston Center, Houston, Texas 77010- 1006.
(c) Citizenship
Fund IV and Fund III both are limited partnerships formed under the
laws of Delaware. Investments and Partners are corporations organized under the
laws of the State of Texas. Mr. Chaney is a citizen of the United States of
America.
(d) Title of class of Securities: Common Stock, $.01 par value per share
(e) CUSIP Number: 671074-10-2
ITEM 3. If this statement is filed pursuant to 240.13d(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
Page 7 of 11 Pages
<PAGE> 8
(e) [ ] An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 240.13d-1(c), check this box. [X]
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 482,000
(b) Percent of class: 8.77%.
(c) Number of shares as to which each person has:
(i) sole power to vote or to direct the vote: 482,000(1)
(ii) shared power to vote or to direct the vote: None.
(iii) sole power to dispose or to direct the disposition of: 482,000(1)
(iv) shared power to dispose or to direct the disposition of: None.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
- --------
(1) Fund IV, Investments and Mr. Chaney have the sole power to vote or to
direct the vote, and the sole power to dispose or to direct the
disposition of, 99,000 shares. Fund III, Partners and Mr. Chaney have the
sole power to vote or direct the vote, and the sole power to dispose or
direct the disposition of, 383,000 shares.
Page 8 of 11 Pages
<PAGE> 9
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below the undersigned certify that, to the best of the
knowledge and belief of the undersigned, the securities referred to above were
not acquired and are not held for the purpose of or with the affect of changing
or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
Page 9 of 11 Pages
<PAGE> 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
April 28, 1999
R. CHANEY & PARTNERS IV L.P.
By: R. Chaney Investments, Inc.,
General Partner
By: /s/ Robert H. Chaney
---------------------------------
Robert H. Chaney,
President and Chief Executive
Officer
R. CHANEY INVESTMENTS, INC.
By: /s/ Robert H. Chaney
-------------------------------------
Robert H. Chaney,
President and Chief Executive Officer
R. CHANEY & PARTNERS III L.P.
By: R. Chaney Partners, Inc.,
General Partner
By: /s/ ROBERT H. CHANEY
---------------------------------
Robert H. Chaney,
President and Chief Executive
Officer
Page 10 of 11 Pages
<PAGE> 11
R. CHANEY & PARTNERS, INC.
By: /s/ ROBERT H. CHANEY
---------------------------------
Robert H. Chaney,
President and Chief Executive
Officer
/s/ ROBERT H. CHANEY
-------------------------------------
Robert H. Chaney,
Sole Shareholder of R. Chaney &
Partners, Inc. and R. Chaney
Investments, Inc.
Page 11 of 11 Pages
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
10.1 Joint Reporting Agreement dated as of April 28, 1999
by and among R. Chaney & Partners IV L.P., R. Chaney
Investments, Inc., R. Chaney & Partners III L.P., R. Chaney
& Partners, Inc. and Robert H. Chaney
99.1 Nature of relationship of parties
</TABLE>
<PAGE> 1
EXHIBIT 10.1
JOINT REPORTING AGREEMENT
In consideration of the mutual covenants herein contained, each of the
parties hereto represents to and agrees with the other parties as follows:
1. Such party acknowledges that it is required and eligible to file a
statement on Schedule 13G pertaining to the common stock of OYO Geospace
Corporation, to which this agreement is an exhibit, for the filing of the
information contained therein.
2. Such party is responsible for timely filing of such statement and
any amendments thereto, and for the completeness and accuracy of the
information concerning such party contained therein; provided that no such
party is responsible for the completeness or accuracy of the information
concerning the other party making the filing, unless such party knows or has
reason to believe that such information is inaccurate.
3. Such party agrees that such statement is filed by and on behalf of
each such party and that any amendment thereto will be filed on behalf of each
such party.
This agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original instrument, but all of such
counterparts taken together shall constitute but one agreement.
Dated: April 28, 1999
R. CHANEY & PARTNERS IV L.P.
By: R. Chaney Investments, Inc.,
General Partner
By: /s/ Robert H. Chaney
------------------------------------------
Robert H. Chaney,
President and Chief Executive Officer
<PAGE> 2
R. CHANEY INVESTMENTS, INC.
By: /s/ Robert H. Chaney
----------------------------------------------
Robert H. Chaney,
President and Chief Executive Officer
R. CHANEY & PARTNERS III L.P.
By: R. Chaney & Partners, Inc.,
General Partner
By: /s/ ROBERT H. CHANEY
------------------------------------------
Robert H. Chaney,
President and Chief Executive Officer
R. CHANEY & PARTNERS, INC.
By: /s/ ROBERT H. CHANEY
----------------------------------------------
Robert H. Chaney,
President and Chief Executive Officer
/s/ ROBERT H. CHANEY
--------------------------------------------------
Robert H. Chaney,
Sole Shareholder of R. Chaney & Partners, Inc. and
R. Chaney Investments, Inc.
<PAGE> 1
Exhibit 99.1
Nature of Relationship of Parties
R. Chaney & Partners IV L.P. ("Fund IV") and R. Chaney & Partners III
L.P. ("Fund III") are filing this Schedule 13G as members of a group. R. Chaney
Investments, Inc. ("Investments") is the sole general partner of Fund IV. R.
Chaney & Partners, Inc. ("Partners") is the sole general partner of Fund III.
Mr. Chaney is the sole shareholder of Investments and Partners.
