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Filed pursuant to Rule 424 (b) (3)
Registration Statement No. 33-97132
VENTURE SEISMIC LTD.
SUPPLEMENT NO. 3 TO POST-EFFECTIVE AMENDMENT NO. 2
ON FORM S-3 TO REGISTRATION STATEMENT ON FORM SB-2
DATED NOVEMBER 14, 1997
Reference is made to the Prospectus dated November 14, 1997 (the
"Prospectus") of Venture Seismic Ltd. (the "Company"). The purpose of this
Supplement No. 3 (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 3, 1997. The extension
will permit the Company to file with the Securities and Exchange Commission
certain financial information relating to Continental and to make such financial
information available in this Prospectus.
As of December 8, 1997, there were 1,610,000 Warrants outstanding, of which
436,903 had been exercised. There can be no assurance that the remaining
1,173,097 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.
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 10, 1997.
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