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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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GEOSCIENCE CORPORATION
(NAME OF SUBJECT COMPANY)
SERCEL ACQUISITION CORP.,
CGG AMERICAS, INC.,
SERCEL HOLDING S.A.
SERCEL, INC.
AND
COMPAGNIE GENERALE DE GEOPHYSIQUE
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
373636109
(CUSIP NUMBER OF CLASS OF SECURITIES)
THIERRY LE ROUX
COMPAGNIE GENERALE DE GEOPHYSIQUE
1, RUE LEON MIGAUX
91341 MASSY, FRANCE
33(1)64-47-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
JERE R. THOMSON, ESQ.
JONES, DAY, REAVIS & POGUE
599 LEXINGTON AVENUE
NEW YORK, NY 10022
(212) 326-3939
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This Statement amends and supplements the Tender Offer Statement on Schedule
14D-1 filed with the Securities and Exchange Commission on October 29, 1999 by
Compagnie Generale de Geophysique ("Parent"), Sercel, Inc. ("Sercel"), CGG
Americas, Inc. ("CGG Americas"), Sercel Holding S.A. ("Sercel Holding") and
Sercel Acquisition Corp., a direct, wholly owned subsidiary of Sercel and an
indirect, wholly owned subsidiary of Parent ("Purchaser"), relating to the offer
by Purchaser to purchase all outstanding common shares (the "Shares") of
GeoScience Corporation (the "Company") at a purchase price of $6.71 per Share,
net to the seller in cash, without interest, on the terms and subject to the
conditions set forth in the Offer To Purchase, dated October 29, 1999 (the
"Offer To Purchase"), and in the related Letter of Transmittal and any
amendments or supplements thereto (which collectively constitute the "Offer").
Terms used and not defined herein shall have the meanings assigned to such terms
in the Offer To Purchase.
ITEM 10. ADDITIONAL INFORMATION
(f) The following provisions of the Offer To Purchase are hereby amended to
the extent provided:
(i) The first sentence of the first paragraph of Section 2 "Acceptance
for Payment and Payment for Shares" on page four of the Offer To Purchase is
hereby amended to read in its entirety:
Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), the Purchaser will
accept for payment (and thereby purchase) and pay for Shares that
are validly tendered and not properly withdrawn prior to the
Expiration Date, as soon as practicable after the Expiration Date.
(ii) The title of the "Selected Consolidated Financial Information"
chart on page 15 of the Offer To Purchase is hereby amended to read in its
entirety:
Selected Consolidated Financial Information under U.S. GAAP
(In millions)
(iii) Line item (g) of the first paragraph of the subsection entitled
"The Subscription Agreement" on page 17 of the Offer To Purchase is hereby
amended by deleting therefrom the words "expiration of the Offer and"
(iv) The first paragraph of Section 14 entitled "Certain Conditions of
the Offer" on page 29 of the Offer To Purchase is hereby amended to read in
its entirety:
Notwithstanding any other provision of the Offer, the Purchaser will
not be required to accept for payment or, subject to any applicable
rules and regulations of the Commission, including
Rule 14e-1(c) under the Exchange Act (relating to the Purchaser's
obligation to pay for or return tendered Shares promptly after
expiration or termination of the Offer), to pay for any Shares, and
may postpone the acceptance for payment of any Shares tendered, and,
subject to the terms of the Merger Agreement, may amend or terminate
the Offer, as to any Shares not then paid for (a) unless the
following conditions have been satisfied: (1) the Minimum Condition
and (2) the Regulatory Approvals and the Antitrust Approvals or
(b) if at any time on or after the date of the Merger Agreement and
before the Expiration Date any of the following shall have occurred:
(v) Line item (iv) of subparagraph (1) of Section 14 entitled "Certain
Conditions of the Offer" on page 29 of the Offer To Purchase is hereby
amended and supplemented by replacing the words "sole judgment of the
Purchaser" with the words "reasonable judgment of the Purchaser"
(vi) Subparagraph (11) of Section 14 entitled "Certain Conditions of the
Offer" on page 31 is hereby amended to read in its entirety:
(11) Funds from the Financing shall not be available to Parent
(subject only to the conditions set forth in clause (a) above) in an
amount sufficient to consummate the Offer and the Merger on the
terms contemplated by the Merger Agreement (the conditions
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referred to in paragraphs (9), (10) and (11) are referred to herein
collectively as the "Financing Conditions"); or
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(8) Amended Text of Joint Press Release of Compagnie Generale de Geophysique
and GeoScience Corporation, originally released on October 26, 1999
(c)(1) First Amendment to the Merger Agreement, dated November 23, 1999, among
Compagnie Generale de Geophysique, Sercel Acquisition Corp. and
GeoScience Corporation
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 23, 1999
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SERCEL ACQUISITION CORP.
By: /s/ THIERRY LE ROUX
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Thierry Le Roux
PRESIDENT
COMPAGNIE GENERALE DE GEOPHYSIQUE
By: /s/ ROBERT BRUNCK
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Robert Brunck
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SERCEL, INC.
By: /s/ GEORGE WOOD
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George Wood
EXECUTIVE VICE PRESIDENT
CGG AMERICAS, INC.
By: /s/ THIERRY LE ROUX
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Thierry Le Roux
EXECUTIVE VICE PRESIDENT
SERCEL HOLDING S.A.
By: /s/ ROBERT BRUNCK
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Robert Brunck
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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99(a)(8) Amended Text of Joint Press Release of Compagnie Generale de
Geophysique and GeoScience Corporation, originally released
on October 26, 1999
99(c)(1) First Amendment to the Merger Agreement, dated November 23,
1999, among Compagnie Generale de Geophysique, Sercel
Acquisition Corp. and GeoScience Corporation
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Exhibit 99(a)(8)
PRESS RELEASE
PARIS, Oct. 26 /PRNewswire/ -- Compagnie Generale de Geophysique (Paris RM:
12016) (NYSE: GGY - NEWS) today announced the signature of a definitive
agreement concerning the acquisition of all GeoScience Corporation shares
(Nasdaq: GSCI - NEWS), 80% of which are owned by Tech-Sym Corporation (NYSE: TSY
- - NEWS). Tech-Sym signed a definitive agreement with a commitment to tender all
such shares into the tender offer related to the merger of GeoScience and Sercel
(100% owned by CGG). According to the terms of the agreement, CGG will offer
6.71 US$ for each GeoScience share, for a total transaction value of 67 MUS$.
GeoScience Corporation, based in Houston, Singapore and the United Kingdom,
employs 360 people, and is, through its subsidiary Syntron, a leader in the area
of marine seismic data acquisition equipment (in both surface and seabed
environments).
Based in Nantes (France), and present in the United States through its
subsidiary Sercel Inc. (Houston), Sercel is one of the leading manufacturers of
land seismic data acquisition equipment.
Sercel and GeoScience-Syntron, owing to the complementary nature of their
products, will be one of the world's largest producers of seismic measurement
equipment with a complete range of state-of-the-art products.
The company resulting from this merger will be headed by Thierry Le Roux,
presently President of Sercel.
The acquisition of GeoScience shares by the CGG Group will be funded by The
Beacon Group Energy Investment Fund II, L.P., a 945 MUS$ private investment fund
based in New York which will subscribe to a private capital increase of CGG
which will occur after the public offering due to take place in November, as
announced by CGG on September 9, 1999.
The Beacon Group Energy Investment Fund II, L.P. is an affiliate of The Beacon
Group LLC, a private investment and advisory partnership founded in 1993. With
over 2 billion US dollars under management, The Beacon Group LLC, is a leader in
private equity and strategic advisory services.
These transactions overall remain subject to the usual closing conditions,
including approval by the shareholders. Final closing of the operating is
scheduled for December 1999.
Simultaneously, Compagnie Generale de Geophysique today announced the signature
of an agreement in principle concerning the sale of its Airborne Geophysics
activities (Geoterrex, Dighem, Geomag) to Fugro (NL) for an amount valued at 28
million Canadian dollars.
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Geoterrex, Dighem and Geomag, located in Paris, Ottawa, Toronto, Sydney and Rio,
with a workforce of 150 employees, operate a total of 8 aircraft dedicated to
airborne geophysical acquisition, based on electromagnetic or magnetic
measurements, with particular focus on the mining industry.
President Brunck declared: "Our agreement with Tech-Sym on the one hand and
Fugro on the other, represent a further step in the redeployment and
restructuring process in which we have engaged CGG. The first creates a world
leader in the domain of geophysical equipment manufacturing, essential to our
development, the second allows us to focus even more on our core activities by
divesting at fair value a business line, which, although undoubtedly promising,
had become less strategic for the Group. We are indeed reinforced by these two
transactions. I am glad to welcome the Beacon group as a new CGG shareholder,
enabling us to conclude a major strategic acquisition while strengthening our
equity. We remain strongly focused on our coming rights offering, which
represents a key element in our restructuring process, and which will positively
conclude an otherwise difficult year 1999 for the entire industry."
Revenues of the Compagnie Generale de Geophysique for the third quarter of 1999
amounted to FrF 819 million versus FrF 742 million for the second quarter and
883 MF for the first quarter.
The information included herein 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 forward-looking statements reflect
numerous assumptions and involve a number of risks and uncertainties as
disclosed by the Company from time to time in its filings with the Securities
and Exchange Commission. Actual results may vary materially. Statements made in
connection with tender offers are expressly excluded from the safe harbor
protections of the Securities Act and the Exchange Act.
The information contained herein does not constitute an offer of securities for
sale in the United States. Securities may not be offered or sold in the United
States unless they are registered under applicable law or exempt from
registration. Any public offering of securities to be made in the United States
will be made by means of a prospectus and will contain detailed information
about Compagnie Generale de Geophysique and its management, as well as financial
statements. Compagnie Generale de Geophysique intends to register for sale in
the United States a portion of the offering of the securities mentioned herein.
Contact: Christophe PETTENATI-AUZIERE +33-1-64-47-36-75
Email: [email protected]
Web site: www.cgg.com
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Exhibit 99(c)(1)
AMENDMENT NO. 1 TO
MERGER AGREEMENT
THIS AMENDMENT NO. 1 TO MERGER AGREEMENT (this "AMENDMENT"), dated as
of November 23, 1999, by and between COMPAGNIE GENERALE DE GEOPHYSIQUE, a French
societe anonyme (the "Parent"), SERCEL ACQUISITION CORP., a Nevada company
("Purchaser"), and GeoScience Corporation, a Nevada company (the "Company").
W I T N E S S E T H
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WHEREAS, the Company and the Purchaser have entered into a Merger
Agreement, dated as of October 23, 1999 (the "Merger Agreement");
WHEREAS, the parties hereto wish to amend the Merger Agreement as set
forth below; and
WHEREAS, this Amendment has been approved by the respective Boards of
Directors (or similar governing bodies) of Parent, Purchaser and the Company
pursuant to Section 8.5 of the Merger Agreement.
NOW, THEREFORE, IT IS AGREED:
1. AMENDMENTS. (a) Line item (4) of paragraph (A) of Annex A of the
Merger Agreement is hereby amended by replacing the words "the sole judgment of
Purchaser" with the words "reasonable judgment of Purchaser"
(b) Paragraph (K) of Annex A of the Merger Agreement is hereby
amended to read in its entirety "Funds from the Financing shall not be available
to Parent (subject only to the conditions set forth in clause (a) of this
Section) in an amount sufficient to consummate the Offer and the Merger on the
terms contemplated hereby; or"
2. CAPTIONS. The captions in this Amendment are included for
convenience of reference only and shall be ignored in the construction or
interpretation of the provisions of this Amendment.
3. COUNTERPARTS; EFFECTIVENESS. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This
Amendment shall become effective when each party to this Amendment shall have
received a counterpart hereof signed by the other party hereto.
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4. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to its
conflicts of laws principles.
5. AGREEMENT AS AMENDED. This Amendment is limited as specified and
shall not constitute a modification, acceptance or waiver of any other provision
of the Merger Agreement. From and after the date hereof, all references to the
Merger Agreement shall be deemed references to the Merger Agreement as amended
and supplemented hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective authorized officers as of the date first above
written.
COMPAGNIE GENERALE DE GEOPHYSIQUE
By: /s/ Robert Brunck
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Robert Brunck
Chairman and Chief Executive Officer
SERCEL ACQUISITION CORP.
By: /s/ Thierry Le Roux
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Thierry Le Roux
President
GEOSCIENCE CORPORATION
By: /s/ J. Rankin Tippins
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J. Rankin Tippins
Vice President and General
Counsel
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