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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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GEOSCIENCE CORPORATION
(NAME OF SUBJECT COMPANY)
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GEOSCIENCE CORPORATION
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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373636 10 9
(CUSIP NUMBER OF CLASS OF SECURITIES)
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J. RANKIN TIPPINS
VICE PRESIDENT AND GENERAL COUNSEL
GEOSCIENCE CORPORATION
10500 WESTOFFICE DRIVE, SUITE 200
HOUSTON, TEXAS 77042
(713) 785-7790
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
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WITH A COPY TO:
THOMAS P. MASON, ESQ.
ANDREWS & KURTH L.L.P.
600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002
(713) 220-4200
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This Amendment No. 1 to the Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") relates to the cash tender offer disclosed
in the Tender Offer Statement on Schedule 14D-1, dated October 29, 1999 (the
"Schedule 14D-1"), the Offer to Purchase filed as Exhibit (a)(1) thereto (the
"Offer to Purchase") and the related Letter of Transmittal filed as
Exhibit (a)(2) thereto, filed 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 the
Parent ("Purchaser"), relating to the offer by the Purchaser to purchase all
outstanding shares of GeoScience Common Stock (the "Shares") at a purchase price
of $6.71 per Share, net to the seller in cash, without interest (the "Per Share
Amount"), on the terms and subject to the conditions set forth in the Offer to
Purchase, and in the related Letter of Transmittal and any amendments or
supplements thereto (which collectively constitute the "Offer"). The purpose of
this Amendment No. 1 is to amend and supplement Item 4 of the Schedule 14D-9 and
Exhibit 5 thereto as described below. Defined terms used herein and not
previously defined have the meanings given them in the Schedule 14D-9 previously
filed.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(b) REASONS FOR THE RECOMMENDATION.
BACKGROUND OF THE MERGER AND OFFER
The section entitled "Background of the Merger and Offer" is hereby amended
by deleting the fourteenth and fifteenth paragraphs and replacing them with the
following paragraphs:
On September 20, 1999, Mr. Camp met with representatives of another seismic
streamer manufacturer ("Offeror 5") to discuss its interest in merging with
GeoScience; however, a potential offer did not materialize from this discussion.
Mr. Camp also spoke by telephone with Offeror 4 during which a range of
potential offer prices was discussed. Mr. Camp informed Offeror 4 that its
suggested price range was significantly below the price proposed by Beacon;
Offeror 4 indicated that it was not willing to increase its offer price range.
Mr. Camp telephoned Robert Semmens of Beacon to request an extension of the
deadline from September 21, 1999 to September 22, 1999, which extension was
granted.
On September 21, 1999, the Board of Directors of Tech-Sym held a special
meeting by telephone to review the proposal from Beacon, the status of
discussions with other interested parties, and to discuss possible courses of
action with management and the Company's legal and financial advisors. The Board
authorized Tech-Sym's management to proceed with negotiations with Beacon. Based
on that authorization, Mr. Camp spoke by telephone with Beacon representatives
on September 22, 1999 to address certain minor revisions to the draft letter
agreement. Mr. Camp received an updated letter of interest from Offeror 2 but
informed Offeror 2 by telephone that its proposed combination of equity and cash
and its suggested price range were not acceptable. Offeror 2 declined to change
its proposed structure or increase its offer to an acceptable range. Beacon
submitted a final version of its letter agreement, which Tech-Sym and Beacon
executed on September 22, 1999.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended as follows:
(5) Amended Opinion of Morgan Keegan dated October 22, 1999.
2
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 23, 1999
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/s/ J. RANKIN TIPPINS
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J. Rankin Tippins
Vice President and General Counsel
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Exhibit 99.5
October 28, 1999
Board of Directors
GeoScience Corporation
1700 Park Row
Houston, TX 77084
Gentlemen:
We have acted as financial advisor to GeoScience Corporation (the
"Company") in connection with the proposed acquisition by Compagnie Generale
de Geophysique ("CGG" or the "Buyer") of all of the Company's outstanding
shares (the "Transaction"). The Transaction, including the consideration to
be received by the shareholders of the Company and other financial terms
contemplated, is described more fully in the draft of the Merger Agreement
dated as of October 19, 1999. For the purpose of this opinion, the final
Merger Agreement is considered to be substantially the same as the draft of
the Merger Agreement. You have requested our opinion as to whether the
consideration to be received by the Company's shareholders in connection with
the Transaction is fair to such shareholders from a financial point of view.
Our opinion does not address or express any view as to the relative merits of
the Transaction as compared to the other business strategies being considered
by the Board of Directors of the Company, nor does it address the decision of
the Board to proceed with the Transaction.
In connection with our review of the Transaction, and in arriving at
our opinion, we have, among other things:
(1) reviewed certain publicly available consolidated financial
statements of the Company and certain other relevant financial
and operating data of the Company made available to us from
published sources and by officers of the Company;
(2) reviewed certain internal financial and operating information
relating to the Company and its prospects prepared by the management
of the Company;
(3) discussed the business, financial condition and prospects of the
Company with certain officers of the Company;
(4) reviewed the financial terms of the Transaction as set forth in
the Merger Agreement;
(5) reviewed the financial terms, to the extent publicly available,
of certain similar transactions we deemed relevant;
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GeoScience Corporation
October 28, 1999
Page 2
(6) reviewed certain publicly available information relating to
certain companies we deemed appropriate in analyzing the Company;
(7) reviewed the trading history of the Company's Common Stock;
(8) reviewed a draft of the Merger Agreement;
(9) reviewed certain publicly available consolidated financial
statements of the Buyer and certain other relevant financial and
operating data of the Buyer made available to us from published
sources;
(10) performed such other analyses and examinations and considered
such other information, financial studies, analysis and
investigations and financial, economic and market data as we
deemed relevant.
We have not independently verified any of the financial and other
information and data publicly available or furnished to or otherwise reviewed
by or discussed with us in connection with our review of the Transaction and,
for purposes of the opinion set forth herein, we have assumed and relied upon
the accuracy and completeness of all such information and have further relied
upon the assurances of management of the Company that they are not aware of
any facts that would make such information inaccurate. With respect to the
estimates of future prospects made available to us and used in our analysis,
we have assumed that they have been reasonably prepared on bases reflecting
the best currently available estimates and judgments of the management of the
Company as to the expected future financial performance of the Company. We
have not been engaged to assess the Company's ability to achieve such
estimates or assumptions. In addition, we have not conducted a physical
inspection or appraisal of any of the assets, properties, or facilities of
the Company nor have we been furnished with any such evaluation or appraisal.
Our opinion is necessarily based upon market, economic, financial and other
conditions as they exist on, and can be evaluated as of, the date of this
letter. Any change in such conditions would require a reevaluation of this
opinion.
In connection with our opinion, we have assumed that the Transaction
will be consummated on the terms and subject to the conditions described in
the Merger Agreement. We also have assumed that all necessary governmental
and regulatory approvals and third-party consents will be obtained on terms
and conditions that will not have a material adverse effect on the Company.
Morgan Keegan & Company, Inc., as part of its investment banking
services, is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, corporate
restructurings, strategic alliances, negotiated underwritings, secondary
distributions of listed and unlisted securities, private placements and
valuations for corporate and
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GeoScience Corporation
October 28, 1999
Page 3
other purposes. We have acted as financial advisor to the Board of Directors
of the Company in connection with the Transaction and will receive a fee for
our services. In addition, the Company has agreed to indemnify us for
certain liabilities arising out of the rendering of this opinion. In the
ordinary course of our business, we may trade in the debt and equity
securities of the Company and Buyer for our own account or for the accounts
of our customers and, accordingly, may at any time hold a long or short
position in such securities. We also acted as the lead-managing underwriter
for the Company's stock offering on May 17, 1996.
This letter and the opinion stated herein are for the use of the
Company's Board of Directors in their evaluation of the proposed Transaction,
and our opinion is not intended to be and does not constitute a
recommendation to any shareholder as to how such shareholder should vote in
any matters relating to the proposed Transaction. This letter may not be
reproduced, summarized, excerpted from or otherwise publicly referred to in
any manner without our prior written consent. Based upon and subject to the
foregoing and such other matters as we deem relevant, we are of the opinion
that as of the date hereof, the consideration to be received by the Company's
shareholders in connection with the Merger Agreement is fair to the Company's
shareholders from a financial point of view.
We hereby consent to the inclusion of the full text of our opinion
and summary thereof in any disclosure document or proxy statement relating to
the Transaction that the Company must file under the Securities Act of 1933,
as amended and distribute to its shareholders.
Sincerely,
MORGAN KEEGAN & COMPANY, INC.
