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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 : March 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)
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0-27070 N/A
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(Commission File Number) (IRS Employer Identification No.)
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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 March 30, 1998 Venture Seismic Ltd. ("Venture") announced it had entered
into a definitive Securities Purchase Agreement (the "purchase agreement") for
the previously announced proposed acquisition of 100% of the outstanding capital
stock of Continental Holdings Ltd. ("Continental"), for consideration of
2,080,000 Common Shares of Venture and payments in cash of an aggregate of $1.5
million. In conjunction with the purchase agreement, Venture has agreed to loan
$4 million to Continental to equip a second marine seismic vessel, which loan is
subject to an equity conversion provision should closing not occur. Reference
is made to Venture's press release dated March 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 March 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: March 30, 1998
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Exhibit 99.1
VENTURE SEISMIC ANNOUNCES DEFINITIVE PURCHASE
AGREEMENT FOR MARINE SEISMIC COMPANY ACQUISITION
(ALL AMOUNTS IN U.S. DOLLARS)
CALGARY, ALBERTA, MARCH 30, 1998 - VENTURE SEISMIC LTD. (NASDAQ NMS: VSEIF)
today announced it has entered into a definitive Securities Purchase Agreement
(the "purchase agreement") for the previously announced proposed acquisition of
100% of the outstanding capital stock of Continental Holdings Ltd.
("Continental"), for consideration of 2,080,000 Common Shares (the "Shares") of
Venture Seismic Ltd. ("Venture") and payments in cash of an aggregate of $1.5
million. In conjunction with the purchase agreement Venture has agreed to loan
$4 million to Continental to equip a second marine seismic vessel, which loan is
subject to an equity conversion provision should closing not occur. The purchase
agreement also includes provision for employment agreements with the existing
management of Continental for a period of three years, as well as the nomination
of a director selected by Continental to Venture's Board of Directors. The
purchase agreement does not provide for the registration of the Shares.
Continental is a privately held marine seismic data acquisition company, based
in Calgary, which currently operates one marine seismic vessel capable of
performing both 2D and 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 its year
ended December 31, 1997 was $9.6 million and net income was approximately $1.9
million, after an adjustment to reflect normalized owner/management
compensation. The adjustment to net income accounts for the declaration by
Contiental in 1997 of a management bonus, and the related income tax effect of
such bonus, which was declared for income tax planning purposes. Certain
financial information relating to Continental, and on a pro forma basis to
reflect the proposed acquisition, is included in Venture's Annual Report on
Form 10-KSB as filed with the Securities and Exchange Commission on December
24, 1997.
The Continental acquisition is subject to a number of conditions, any of which
may not occur, including receipt of requisite shareholder, regulatory and/or
third party approvals. The Company is in the process of preparing a proxy
statement to be filed with the S.E.C. for purposes of soliciting shareholder
approval.
VENTURE SEISMIC LTD. is traded on the Nasdaq National Market and is engaged
primarily in the acquisition of land and wetlands 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. Venture's 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.
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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
