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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 : February 19, 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 February 18, 1998 Venture Seismic Ltd. ("Venture") announced it had
entered into an amended letter of intent to acquire 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. Pending closing of the acquisition, Venture has agreed to advance $4
million to Continental to equip a second marine seismic vessel, which advance is
subject to an equity conversion provision should closing not occur. Reference is
made to Venture's press release dated February 18, 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 February 18, 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: February 19, 1998
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Exhibit 99.1
VENTURE SEISMIC ANNOUNCES AMENDED LETTER OF INTENT
FOR MARINE SEISMIC COMPANY ACQUISITION
(ALL AMOUNTS IN U.S. DOLLARS)
CALGARY, ALBERTA, FEBRUARY 18, 1998 - VENTURE SEISMIC LTD. (NASDAQ NMS: VSEIF)
today announced it has entered into a revised letter of intent to acquire 100%
of the outstanding capital stock of Continental Holdings Ltd. ("Continental"),
for consideration of 2,080,000 Common Shares of Venture Seismic Ltd. ("Venture")
and payments in cash of an aggregate of $1.5 million. Pending closing of the
acquisition, Venture has agreed to advance $4 million to Continental to be used
to equip a second marine seismic vessel, which advance is subject to an equity
conversion provision should closing not occur. The letter of intent also
includes provision for employment agreements with the existing management of
Continental.
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, 1996 was $8.6 million and net income, adjusted for normalized
owner/management compensation, was approximately $600,000. For the nine months
ended September 30, 1997 Continental recognized revenue of approximately $7.1
million and unaudited net income of approximately $1.6 million. Certain
financial information relating to Continental is included in Venture's Annual
Report on Form 10-KSB as filed with the Securities and Exchange Commission on
December 24, 1997.
Brian Kozun, President & CEO of Venture stated "The amended letter of intent
allows Venture to proceed with the announced acquisition while providing Venture
the flexibility to use a portion of its existing cash resources to equip a
second marine vessel, which Continental estimates will be operational by July
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 anticipate entering into a definitive
agreement upon completion of due diligence and closing the acquisition upon
receipt of the requisite approvals.
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
