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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 8, 1999
VENTURE SEISMIC LTD.
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(Exact name of registrant as specified in charter)
ALBERTA, CANADA 0-27070 N/A
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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 3. Bankruptcy or Receivership
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On February 10, 1999, Venture Seismic Ltd. ("Venture") announced that
Venture and its wholly owned subsidiary Continental Holdings Ltd.
("Continental") filed for creditor protection on February 8, 1999 under the
Companies' Creditors Arrangement Act in the Court of Queen's Bench of Alberta,
Judicial District of Calgary, Action No. 9901-01950 (the "CCAA filing"). On
February 8, 1999, KPMG Inc. was appointed by the Court to monitor the business
and affairs of Venture and Continental. The previously announced seizure of the
Pacific Titan and termination of the contract with Western Geophysical has
resulted in significantly reduced cash flows, an inability to fully fund working
capital and debt requirements and the violation of certain contractual
commitments, including certain loan covenants. Under the CCAA filing amounts
owing to the creditors are stayed for a period of 30 days while Venture and
Continental ("the companies") explore financing and restructuring alternatives
and develop a comprehensive restructuring plan ("the plan"). The companies can
make further application to the Court to extend the stay period to continue
developing and implementing the plan. The plan must be approved by the creditors
and the Court in order to be implemented. Neither of Venture's other
subsidiaries, Boone Geophysical, Inc. and Hydrokinetic Surveys of Canada Inc.
have filed for creditor protection.
Reference is made to Venture's press release dated February 10, 1999, which
is attached hereto as Exhibit 99.1, and incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
99.1 Press release dated February 10, 1999
SIGNATURES
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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 16, 1999
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Exhibit 99.1
VENTURE SEISMIC ANNOUNCES FILING FOR CREDITOR PROTECTION
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CALGARY, ALBERTA, FEBRUARY 10, 1999 - VENTURE SEISMIC LTD. (NASDAQ NMS: VSEFE)
announced today that Venture Seismic Ltd. ("Venture") and its wholly owned
subsidiary Continental Holdings Ltd. ("Continental") filed for creditor
protection on February 8, 1999 under the Companies' Creditors Arrangement Act in
the Court of Queen's Bench of Alberta, Judicial District of Calgary, Action No.
9901-01950 (the "CCAA filing"). The previously announced seizure of the Pacific
Titan and termination of the contract with Western Geophysical has resulted in
significantly reduced cash flows, an inability to fully fund working capital and
debt requirements and the violation of certain contractual commitments,
including certain loan covenants. Under the CCAA filing amounts owing to the
creditors are stayed for a period of 30 days while Venture and Continental ("the
companies") explore financing and restructuring alternatives and develop a
comprehensive restructuring plan ("the plan"). The companies can make further
application to the Court to extend the stay period to continue developing and
implementing the plan. The plan must be approved by the creditors and the Court
in order to be implemented. Neither of Venture's other subsidiaries, Boone
Geophysical, Inc. and Hydrokinetic Surveys of Canada Inc. have filed for
creditor protection.
Brian Kozun, President and CEO of Venture stated, "The companies have been
engaged in a program of financial restructuring during the past few weeks,
including discussions with major creditors with a view to implement a
comprehensive restructuring plan. Seeking protection under the CCAA was
necessary to protect certain contracts and assets, and to permit the companies
to explore financing alternatives. The companies are committed to the
development of a sound plan which will maximize the potential of both
companies."
VENTURE SEISMIC LTD. is currently listed on the Nasdaq National Market
("Nasdaq") however the trading of its common shares was halted on January 15,
1999 pending the receipt and review of additional information. Venture has also
received formal notice of the potential delisting of its common shares pending
the receipt of Venture's Form 10-K and an assessment of Venture's ability to
restore compliance with continued listing requirements including the market
price of its common shares and the number of outside directors. Venture has
requested a hearing with Nasdaq to address these issues.
Venture 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. Venture acquires seismic data on possible oil and gas
reserves for its customers, which range from junior exploration companies to
fully-integrated multi-national corporations. Venture's wholly-owned
subsidiaries include Continental, an Alberta based company engaged in the
acquisition of marine seismic data, 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 within the meaning
of section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements involve risks and uncertainties as
detailed from time to time in Venture's SEC filings under the heading "Risk
Factors" and elsewhere, including, but not limited to: the ability of Venture to
timely and successfully submit a plan to its creditors and the court under the
CCAA, and resolve its operational, legal and financial difficulties; the outcome
of litigation with Western Geophysical; the ability to regain the possession of
the Pacific Titan; the possible delisting of Venture's securities from Nasdaq;
the ability of Venture to file its Form 10-KSB with the SEC; the capital
intensive nature of Venture's business; its need for additional funds for
operations and debt service requirements; its ability to perform under existing
contracts; 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 ON VENTURE SEISMIC LTD., CONTACT:
Mr. Brian Kozun, President & CEO
Venture Seismic Ltd. - (403) 777-9070
