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FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION STATEMENT NO. 33-97132
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VENTURE SEISMIC LTD.
SUPPLEMENT NO. 4 TO POST-EFFECTIVE AMENDMENT NO. 2
ON FORM S-3 TO REGISTRATION STATEMENT ON FORM SB-2
DATED NOVEMBER 14, 1997
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Reference is made to the Prospectus dated November 14, 1997 (the
"Prospectus") of Venture Seismic Ltd. (the "Company"). The purpose of this
Supplement No. 4 (this "Supplement") is to provide the shareholders of the
Company certain additional information set forth herein under the caption
"Recent Developments". Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Prospectus.
RECENT DEVELOPMENTS
Warrant Redemption. On November 7, 1997, the Company called for redemption,
at a redemption price of $.10 per Warrant, all of the outstanding redeemable
Warrants ("Warrants") of the Company which shall not have been exercised before
December 16, 1997 (the "Warrant Redemption Date"). On December 10, 1997, the
Company, with the consent of Whale Securities Co., L.P., extended the Warrant
Redemption Date until January 6, 1998. As a result, any Warrants which shall not
have been exercised by January 5, 1998 will be redeemed by the Company. After
such time, none of the Warrants will remain outstanding. Warrants may be
exercised prior to 5:00 p.m., New York Time, on January 5, 1998 at an exercise
price of $6.00 to purchase one Common Share of the Company. The Company has
extended the Warrant Redemption Date as a result of an executed letter of intent
to acquire 100% of the capital stock of Continental Holdings Ltd.
("Continental"), as announced by the Company on December 2, 1997.
The extension of the Warrant Redemption Date permitted the Company to file
with the Securities and Exchange Commission ("SEC") certain financial
information relating to Continental and to make such financial information
available in this Prospectus. On December 24, 1997, the Company filed with the
SEC its Annual Report on Form 10-K, the contents of which are incorporated by
reference herein, including the audited financial statements of Continental for
its fiscal years ended December 31, 1995 and December 31, 1996, as well as the
unaudited pro forma consolidated financial statements of the Company as at and
for the nine months ended September 30, 1997. The unaudited pro forma
consolidated financial statements of the Company have been prepared to give
effect to the proposed acquisition of 100 per cent of Continental by the
Company.
As of December 19, 1997, there were 1,610,000 Warrants outstanding, of
which 785,412 had been exercised. There can be no assurance that the remaining
824,588 Warrants will be exercised prior to the Redemption Date, in which event
the Company will not receive any proceeds from the exercise of the Warrants.
Reference is made to the Prospectus for other important information
relating to the Warrants and concerning the Company.
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THE SECURITIES TO BE ISSUED PURSUANT TO THIS PROSPECTUS HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Supplement is December 24, 1997.
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