<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report : December 3, 1997
VENTURE SEISMIC LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
ALBERTA, CANADA
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-27070 N/A
----------------------- --------------------------------
(Commission File Number) (IRS Employer Identification No.)
3110 - 80th Avenue S.E. Calgary, Alberta T2C 1J3
--------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(403) 777-9070
--------------------------------------------------------------
(Registrant's telephone number including area code)
Not Applicable
--------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 2. Other events
On December 2, 1997 Venture Seismic Ltd. ("Venture") announced it had
entered into a letter of intent to acquire 100% of the outstanding capital stock
of Continental Holdings Ltd. ("Continental"), for consideration in cash and
stock of Venture, with a value in aggregate of approximately $14,525,000.
Reference is made to Venture's press release dated December 2, 1997 which is
attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated December 2, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VENTURE SEISMIC LTD.
By:/s/ Brian Kozun
-----------------------------------------
Brian W. Kozun
President and Chief Executive Officer
Dated: December 3, 1997
<PAGE> 1
Exhibit 99.1
VENTURE SEISMIC ANNOUNCES LETTER OF INTENT
FOR MARINE SEISMIC COMPANY ACQUISITION
(ALL AMOUNTS IN U.S. DOLLARS)
CALGARY, ALBERTA, DECEMBER 2, 1997 - VENTURE SEISMIC LTD. (NASDAQ: VSEIF, VSEWF)
today announced it has entered into a letter of intent to acquire 100% of the
outstanding capital stock of Continental Holdings Ltd. ("Continental"), for
consideration in cash and stock of Venture Seismic Ltd. ("Venture"), with a
value in aggregate of approximately $14,525,000. The letter of intent also
includes provision for employment agreements with the existing management of
Continental.
Continental Holdings Ltd. ("Continental") is a privately held marine seismic
data acquisition company, based in Calgary, which currently operates one marine
seismic vessel capable of performing 2D or 3D seismic surveys. Continental has
completed seismic surveys in the Persian Gulf, the North Sea, the Falkland
Islands area, the Mediterranean and off the coasts of West Africa and Norway.
According to financial information supplied by Continental, audited revenue for
the year ended December 31, 1996 was $8.6 million and net income, adjusted for
normalized owner/management compensation, was approximately $600,000; and for
the nine months ended September 30, 1997 Continental has recognized unaudited
revenues of approximately $7.1 million and unaudited net income of approximately
$1.6 million.
Brian Kozun, President & CEO of Venture stated "The Continental transaction
reflects Venture's strategy of diversifying and expanding its revenue base
through the acquisition of companies in related business segments. Continental
has extensive experience in marine seismic data acquisition and the acquisition
provides us with an experienced management team which will focus on expanding
its existing customer base through the possible addition of a second marine
seismic vessel in the summer of 1998."
The Continental acquisition is subject to a number of conditions, any of which
may not occur, including execution of a definitive purchase and sale agreement,
receipt of requisite shareholder, regulatory and/or third party approvals and
completion of due diligence. The Companies anticipates entering into definitive
agreements upon receipt of the requisite approvals and completion of due
diligence.
VENTURE SEISMIC LTD. is traded on the Nasdaq National Market and is engaged
primarily in the acquisition of land and water-based seismic data for use in the
exploration for and development and field management of oil and gas reserves.
The Company utilizes both traditional two-dimensional ("2D") and more
technologically advanced three-dimensional ("3D") seismic data technology to
acquire data on possible oil and gas reserves for its customers, which range
from junior exploration companies to fully-integrated multi-national
corporations.
This news release may contain certain forward-looking statements that involve
risks and uncertainties as detailed from time to time in Venture's SEC filings
under "Risk Factors" and elsewhere. Actual results could differ from those
anticipated due to a number of factors including the capital intensive nature of
the Company's business, its need for additional funds for operations and debt
service requirements, seasonal fluctuations in operating results, dependence
upon principal customers, activity in the oil and gas industry, risks associated
with international operations and regulatory, competitive and contractual risks.
FOR FURTHER INFORMATION CONTACT:
Mr. Greg Wiebe
Chief Financial Officer
Venture Seismic Ltd.
(403) 777-9070
