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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: July 30, 1998
VENTURE SEISMIC LTD.
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(Exact name of registrant as specified in charter)
ALBERTA, CANADA
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(State or other jurisdiction of incorporation)
0-27070 N/A
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(Commission File Number) (IRS Employer Identification No.)
3110 - 80th Avenue S.E., Calgary, Alberta T2C 1J3
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(Address of principal executive offices) (Zip code)
(403) 777-9070
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(Registrant's telephone number including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Other events
On July 30, 1998, Venture Seismic Ltd. ("Venture") announced the
completion of the acquisition (the "Acquisition") of all of the outstanding
shares of Continental Holdings Ltd. ("Continental") on July 29, 1998. Pursuant
to the terms of the Acquisition, the Continental shareholders received an
aggregate of 2,080,000 Common Shares of Venture, approximately 31% of Venture
outstanding common shares, payments in cash of an aggregate of $0.5 million, and
negotiable promissory notes in the aggregate principal amount of $1.0 million,
due on or before January 1, 1999. Reference is made to Venture's press release
dated July 30, 1998, 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 July 30, 1998
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
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Brian W. Kozun
President and Chief Executive Officer
Dated: July 30, 1998
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EXHIBIT 99.1
VENTURE SEISMIC LTD. COMPLETES ACQUISITION OF
CONTINENTAL HOLDINGS LTD.
CALGARY, ALBERTA, JULY 30, 1998 - VENTURE SEISMIC LTD. (NASDAQ NMS: VSEIF)
announced today the completion of the acquisition (the "Acquisition") of all of
the outstanding shares of Continental Holdings Ltd. ("Continental") on July 29,
1998. Pursuant to the terms of the Acquisition, the Continental shareholders
received an aggregate of 2,080,000 Common Shares of Venture Seismic Ltd.
("Venture"), approximately 31% of Venture outstanding common shares, payments in
cash of an aggregate of $0.5 million, and negotiable promissory notes in the
aggregate principal amount of $1.0 million, due on or before January 1, 1999.
The purchase agreement does not provide for the registration of the Common
Shares. The Acquisition was previously approved by the shareholders of Venture
on July 20, 1998. In connection with the Acquisition, Mr. Leslie Stinn, a
principal shareholder of Continental, was elected as a director of Venture, and
Continental entered into three year employment agreements with each of Mr. Stinn
and Mr. Self, another principal shareholder of Continental. In addition,
Continental closed a financing agreement with a third party for a term loan of
approximately $3.1 million, the net proceeds of which will be used to fund a
portion of the cost of equipping the second marine vessel, the Pacific Titan. In
connection with the financing, Venture has agreed to act as guarantor.
With the acquisition of Continental, Venture will combine its existing data
acquisition services for land and wetlands seismic data with the marine seismic
acquisition capabilities of Continental. Brian Kozun, Venture's President and
CEO commented, "The Continental acquisition provides us with an experienced
management team which will focus on expanding its existing customer base through
the operation of a second marine seismic vessel scheduled for deployment in
September 1998."
VENTURE SEISMIC LTD. is traded on the Nasdaq National Market and is engaged
primarily in the acquisition of land, wetlands and marine seismic data for use
in the exploration for and development and field management of oil and gas
reserves. The Company acquires seismic data on possible oil and gas reserves for
its customers, which range from junior exploration companies to fully-integrated
multi-national corporations. In addition to the acquisition of Continental,
Venture's other subsidiaries include Boone Geophysical, Inc., a Texas based
company engaged in the acquisition of land and wetlands seismic data in the
Southern United States, and Hydrokinetic Surveys of Canada Inc., a company based
in Western Canada which provides shallow marine airgun and survey services.
This news release contains 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. Brian Kozun, President & CEO
Mr. Greg Wiebe, Chief Financial Officer
Venture Seismic Ltd.
(403) 777-9070
